Paragraph 6 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Paragraph 6 of SS-2 is the working manual for proxies. It tells a company which proxies it must accept, which it must reject, when they must arrive, when a later proxy cancels an earlier one, and how members can inspect them. A company that handles this paragraph carefully avoids most disputes about who was entitled to vote.
The version explained here is SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part of SS-2 inconsistent, the Act prevails.
A member may appoint a proxy, who need not be a member. A proxy acts for not more than fifty members holding not more than ten per cent of the voting capital, subject to the single-proxy exception for a holder of more than ten per cent. The proxy must be stamped, signed, dated and name the proxy, and reach the company not later than forty-eight hours before the meeting. A proxy cannot speak or vote on a show of hands, but can demand a poll.
Right to appoint (6.1)
A member entitled to attend and vote can appoint a proxy, or where allowed more than one, to attend and vote in his place. The proxy need not be a member. Two limits apply:
- A proxy can act for no more than fifty members who together hold not more than ten per cent of the total share capital carrying voting rights.
- A member holding more than ten per cent may appoint one person as proxy for the whole holding, and that person cannot act as proxy for anyone else.
If a person is appointed for more than fifty members, he chooses fifty and confirms the choice to the company before the period for inspection begins; failing that, the company treats only the first fifty proxies received as valid. A private company follows this paragraph unless its Articles say otherwise. The rule-level limits are in Rules 17 to 19 of the Management and Administration Rules, which also prescribe the proxy form, and the Act's side is in section 105 on proxies.
Form, stamping and execution (6.2 to 6.4)
| Para | Requirement |
|---|---|
| 6.2.1 | The instrument is in the form prescribed under the Act. It cannot be questioned because it fails some special requirement in the Articles |
| 6.2.1 | Signed by the appointer or his attorney authorised in writing; a body corporate signs under seal or through an authorised officer or attorney |
| 6.2.2 | A proxy duly filled, stamped and signed is valid only for the meeting to which it relates, including any adjournment |
| 6.3 | Valid only if properly stamped as per applicable law; unstamped, inadequately stamped, or with stamps not cancelled, is invalid |
| 6.4.1 | The proxy-holder proves his identity at the meeting |
| 6.4.2 | An authorised representative of a body corporate, or of the President of India or a Governor, may appoint a proxy under his signature |
Blank, undated and multiple proxies (6.5)
- A proxy form that does not name the proxy is not valid.
- An undated proxy is not valid.
- If several proxies are received for the same holding, the one dated last is valid. If they are undated, or bear the same date without a specific mention of time, all of them are invalid.
Deposit and authorisations (6.6)
| Para | Rule |
|---|---|
| 6.6.1 | Proxies are deposited, in person or by post, not later than forty-eight hours before the meeting starts. If the last day for acceptance is a holiday, the proxy is accepted even then. An Articles clause that asks for a longer period operates as if forty-eight hours were stated. A private company follows this unless the Articles provide otherwise |
| 6.6.2 | If the Articles so provide, a member who had not appointed a proxy may appoint one for an adjourned meeting, not later than forty-eight hours before it |
| 6.6.3 | For remote e-voting, a letter of appointment of the representative of the President or Governor, or the authorisation of a corporate representative, reaches the scrutiniser or company on or before the close of e-voting. For postal ballot it goes to the scrutiniser with the ballot form. If the representative attends and votes at the meeting, it is submitted before the meeting begins |
The forty-eight-hour period matches the Act; see proxy rules under section 105. A proxy-register and receipt desk is a routine part of compliance documentation for listed and large unlisted companies.
Revocation (6.7)
- A proxy given for an adjourned meeting revokes the proxy given for the original meeting.
- A later-dated proxy revokes earlier ones.
- A proxy stays valid until written notice of revocation reaches the company before the meeting or adjourned meeting begins. An undated notice is not accepted, and for joint holders the notice is signed by the same members who signed the proxy.
- If both the member and the proxy attend, the proxy stands revoked automatically.
Inspection (6.8) and record (6.9)
A member entitled to vote on any resolution must give a written requisition for inspection at least three days before the meeting. Proxies are open to inspection from twenty-four hours before the meeting until it ends, between 9 a.m. and 6 p.m. during that period; a private company follows this unless the Articles provide otherwise. If the meeting is adjourned, a fresh requisition conforming to these rules is needed.
The company records every proxy received in chronological order in a register. A rejected proxy is entered with the reasons in the remarks column.
What changed in 2024
Paragraph 6 shows only wording changes: "para" became "paragraph" in the private company sentences at the end of 6.1 and 6.6.1. The substance is unchanged. The full list is in our article on the revised SS-1 and SS-2. A format for the proxy form itself is in our proxy form under section 105.
Checklist for the Company Secretary
| Stage | Action |
|---|---|
| With the notice | Attach the proxy form with instructions on stamping, signing and depositing |
| On receipt | Log each proxy in the register, with date and time of receipt |
| Scrutiny | Reject unstamped, undated, nameless or late proxies and record reasons |
| Duplicate holdings | Keep only the proxy dated last; reject all if undated or same date without time |
| Over fifty | Ask the proxy-holder to choose fifty before inspection opens |
| On the day | Check identity of every proxy-holder; mark revoked those whose members attend |
A worked example
Delta Foods Limited receives three proxies for one member's 2,000 shares: one undated, one dated 3 June and one dated 5 June without a time. The proxy dated 5 June is the last-dated one and is valid, provided it names the proxy, is stamped and arrives forty-eight hours before the meeting. A member, Mr Sethi, who holds eleven per cent of the voting capital, appoints Ms Rao as his only proxy; she cannot act for anyone else. On the day, one member who had appointed a proxy walks in himself, so the proxy stands revoked and the register is marked.
Need help with proxies and meeting papers?
Proxy registers and rejection reasons are the first documents examined after a contested vote. TaxClue's compliance documentation team can set up the proxy register, scrutiny sheet and meeting file for your next general meeting.
Key takeaways
- A proxy need not be a member; the limits are fifty members and ten per cent of voting capital.
- A holder of more than ten per cent appoints one proxy for the whole holding.
- Unstamped, nameless or undated proxies are invalid; of several proxies, the last-dated wins.
- Deposit is forty-eight hours before the meeting, and a proxy is accepted even on a holiday if the last day falls on one.
- A proxy cannot speak, but may demand or join in demanding a poll.
Read next
- Paragraphs 4 and 5 of SS-2: attendance and the Chairman
- Paragraph 7 of SS-2: voting at general meetings
- Section 105: proxies (MGT-11)
- Proxy rules under section 105
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.