Proxy Form MGT-11 Format 2026
Form No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: {{cin}}
Name of the company: {{company_name}}
Registered office: {{registered_office}}
| Particulars of the member | Details |
|---|
| Name of the member(s) | {{member_name}} |
| Registered address | {{member_address}} |
| E-mail Id | |
| Folio No. / Client Id | {{folio_no}} |
| DP ID | |
I/We, being the member(s) of {{shares_held}} shares of the above named company, hereby appoint
| Name | Address | E-mail Id | Signature |
|---|
| 1. | {{proxy_1_name}} | {{proxy_1_address}} | | ____________ , or failing him |
| 2. | | | | ____________ , or failing him |
| 3. | ____________ | ____________ | ____________ | ____________ |
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the {{meeting_type}} of the company, to be held on {{meeting_date}} at {{meeting_time}} at {{meeting_place}} and at any adjournment thereof in respect of such resolutions as are indicated below:
| Resolution No. | Resolution | For | Against |
|---|
| 1 | | | |
| 2 | | | |
| 3 | | | |
| 4 | | | |
[The For / Against columns are optional. Put a tick in the appropriate column against each resolution. If a column is left blank against any resolution, the proxy will be entitled to vote in the manner he/she thinks appropriate.]
Signed this ______ day of ____________ 20____
Signature of shareholder: ____________________ [Affix Revenue Stamp]
Signature of Proxy holder(s): ____________________
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
NOTES FOR THE COMPANY AND THE MEMBER
- Deposit: not less than 48 hours before the commencement of the meeting. Articles cannot demand a longer period — Section 105(4) reads any longer period down to 48 hours.
- What a proxy can do: attend, and vote only on a poll. A proxy has no right to speak at the meeting and cannot vote on a show of hands [Section 105(1), first proviso]. A proxy need not be a member — except in a Section 8 company, where a member may appoint only another member [Rule 19(1)].
- Ceiling: one person can act as proxy for not more than 50 members holding in aggregate not more than 10% of the total share capital carrying voting rights. A member holding more than 10% may appoint a single person as proxy, and that person cannot act as proxy for anyone else [Rule 19(2)].
- Companies without share capital: members have no right to appoint a proxy unless the articles provide for it [Section 105(1), second proviso]. Private companies: Section 105 applies unless the articles provide otherwise.
- Signing: by the appointer or an attorney duly authorised in writing; for a body corporate, under its seal or signed by an officer or attorney duly authorised [Section 105(6)]. A proxy in Form MGT-11 cannot be questioned for failing to meet any special requirement of the articles [Section 105(7)].
- Body corporate members usually do better with an authorised representative under Section 113 than a proxy: the representative counts for quorum, can speak and can vote on a show of hands.
- Revocation and conflict: a member who attends in person supersedes the proxy for that meeting; where more than one proxy is deposited for the same shares, the later-dated valid proxy prevails. Undated, unsigned or unstamped forms and forms without the proxy's name are treated as invalid under Secretarial Standard SS-2.
- Inspection: any member entitled to vote may inspect the proxies lodged from 24 hours before the meeting until its conclusion, on giving not less than 3 days' notice in writing [Section 105(8)].
