Section 105 of companies act 2013

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Querist : Anonymous

Querist : Anonymous (Querist)

07 January 2014 As per Section 176 (1)(c )of the Companies Act, 1956 a proxy is not entitled to vote except on poll unless the articles otherwise provide. So if articles provides so a proxy can vote otherwise also than on poll.
But now as per Section 105 ( Provison 2 of subsection 1 of Section 105 ) of Companies Act, 2013 a proxy shall not be entitled to vote except on poll . Nothing has been specified unless as per articles provide . So does it mean that proxy is not entitled to vote otherwise also than on poll even if articles so provide for the same .
Please reply. Thanks

Ankur Garg

Ankur Garg (Expert)
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07 January 2014 As per new Act Proxy can vote on a poll without any restriction.

However as rightly understood by you through AOA provisions, company cannot give extra powers to proxy and a proxy cannot vote otherwise then on poll.

Regards

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Querist : Anonymous

Querist : Anonymous (Querist)

07 January 2014 Thanks sir . so now as per new act , a proxy cannot vote otherwise than on poll even if articles so provide .

thanks once again sir.

Ankur Garg

Ankur Garg (Expert)
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07 January 2014 Yes.

Your observation is right. Keep sharing your doubts with us in CI.

Regards

Querist : Anonymous

Querist : Anonymous (Querist)

08 January 2014

Does articles required to be amended as new act does not allow the same?

if articles of private company provides that "a proxy may vote on otherwise than on poll unless the chairman otherwise directs."

thanks

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