Proxy Form (India)

A Proxy Form in India sets out the particulars the recipient needs to deal with the request, in a structured and reviewable form.

Section 105(1) of the Companies Act 2013 grants every member entitled to attend and vote at a general meeting the right to appoint a proxy. The proxy form must be in the prescribed format MGT-11, signed by the member, and deposited at the company's registered office not less than 48 hours before the scheduled time of the meeting. A proxy instrument that is lodged after the 48-hour cut-off is void and cannot be admitted at the meeting.

The proxy form includes a section for voting instructions for each item on the notice of meeting agenda, allowing the member to direct the proxy to vote for or against each resolution, or to exercise their discretion. Where no specific instructions are given on a resolution, the proxy votes at their own discretion. A proxy may vote only on a poll under Section 109 — a proxy cannot vote on a show of hands unless the Articles specifically permit it.

Key limitations under Section 105 of the Companies Act 2013: a member cannot appoint more than one proxy at a time for the same shares; a proxy need not be a member of the company; and a person cannot act as proxy for more than 50 members or members holding in aggregate more than 10% of the total paid-up share capital carrying voting rights. The 10% cap prevents proxy aggregation firms from dominating shareholder meetings.

For listed companies, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Regulation 44, requires the provision of e-voting facilities as an alternative to physical proxies for all resolutions at general meetings. E-voting under the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) platform allows shareholders to vote electronically before the meeting — a shareholder who casts an e-vote before the meeting need not send a proxy form. Body corporate members (companies, LLPs) cannot appoint a proxy under Section 105; instead, they authorise a representative under Section 113 of the Companies Act 2013 by Board resolution — such representative has full member rights including the right to speak, vote on show of hands, and vote on a poll.

The Ministry of Corporate Affairs (MCA) has made Form MGT-11 available on the MCA21 portal. Violation of Section 105 — such as sending a notice without the requisite proxy form enclosed — attracts penalties under Section 105(7). Forms-legal.com provides this Proxy Form (India) MGT-11 template for Indian company shareholders and company secretaries managing AGM and EGM proxy processes under the Companies Act 2013.

You need a Proxy Form whenever a member of an Indian company is unable to attend a general meeting (AGM or EGM) in person and wishes to be represented at the meeting and have their votes cast.

You need to complete and lodge this form at least 48 hours before the meeting — for an AGM scheduled at 11:00 AM on Monday, the proxy must be lodged by 11:00 AM on Saturday. Late lodgement means the proxy cannot be admitted.

You need this form even if the company offers e-voting, because e-voting is available only during the pre-meeting period and closes before the meeting begins. If you miss the e-voting window, a proxy is your only option to have your vote counted at the meeting.

Corporate members (companies, LLPs) should use a Board resolution and Form for Corporate Representative under Section 113 rather than a proxy form.

Parties in India should prepare a Proxy Form (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid India Proxy Form (MGT-11) under Section 105 of the Companies Act 2013 must include the following mandatory elements.

Company identification: Full name of the company; Corporate Identification Number (CIN) as registered with the Registrar of Companies (ROC); and the registered office address of the company.

Meeting details: Type of meeting (AGM or EGM); serial number of the meeting; scheduled date, day, time, and venue of the meeting.

Member details: Full name of the member exactly as registered in the company's Register of Members under Section 88 of the Companies Act 2013; member's registered address; folio number (for physical shares) or DP ID and Client ID (for dematerialised shares held in NSDL or CDSL depository accounts); and number of shares held.

Proxy's details: Full name and address of the proxy being appointed. The proxy need not be a member of the company. Where two proxies are named as alternatives (first proxy and second proxy in the alternative), both should be named.

Voting instructions: For each item on the notice of meeting agenda — a column to specify whether the proxy is to vote 'FOR', 'AGAINST', or 'ABSTAIN' on each resolution. Leaving the voting column blank for a resolution means the proxy exercises their discretion on that resolution. For listed companies, the resolution text in the meeting notice and proxy form must comply with SEBI Circular requirements on disclosure of resolution intent.

Authorisation statement: A declaration by the member authorising the named proxy to attend, speak (if permitted by the company's Articles of Association), and vote on the member's behalf at the specified meeting and any adjournment thereof.

Member's signature: Signature of the member (or authorised signatory for a corporate member — though corporate members should use Section 113 corporate representative route, not a proxy form). For joint holdings, all joint holders must sign.

Date of execution: The date on which the proxy form is signed. The proxy must be executed and deposited at least 48 hours before the meeting time.

Stamp: Where applicable state stamp act requires adhesive stamps on proxy forms (some states require Re 1 or minimal stamp), the stamp should be affixed and cancelled. Section 105(6) of the Companies Act 2013 provides that any provision in the Articles requiring a higher fee or longer notice period for proxies is void.

Lodgement: The completed and signed proxy form must be physically lodged at the company's registered office (or such other address as specified in the meeting notice) at least 48 hours before the meeting. Many listed companies now also accept proxy forms in electronic form via the company's registered email or through the NSDL/CDSL e-voting platform. Forms-legal.com provides this MGT-11 Proxy Form template for Indian company shareholders exercising their rights under Section 105 of the Companies Act 2013.