proxies

Section 105 of the Companies Act 2013 : Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf: Provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll.

As per SS-2, a Proxy can vote in the ballot process.Proxies are not entitled to vote when a Resolution is put to vote on a show of hands.While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand for a poll.