(1) 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:<\/p>\n\n\n\n
Provided that a proxy shall not have the right to speak at such meeting and shall not been titled to vote except on a poll:<\/p>\n\n\n\n
Provided further that, unless the articles of a company otherwise provide, this sub-section shall not apply in the case of a company not having a share capital:<\/p>\n\n\n\n
Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy:<\/p>\n\n\n\n
Provided also that a person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and such number of shares as may be prescribed.<\/p>\n\n\n\n
(2) In every notice calling a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member.<\/p>\n\n\n\n
(3) If default is made in complying with sub-section (2), every officer of the company who is in default shall be\u00a0<\/span>1<\/sup><\/a><\/span>[liable to a penalty of five thousands rupees].<\/p>\n\n\n\n (4) Any provision contained in the articles of a company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit.<\/p>\n\n\n\n (5) If for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company\u2019s expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company\u00a0<\/span>2<\/sup><\/a><\/span>[who issues the invitation as aforesaid or authorises or permits their issue, shall be liable to a penalty of fifty thousand rupees]:<\/p>\n\n\n\n
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