Section 28 in Tamil Nadu Non-Trading Companies Rules, 1981
28. Proxies.
(1)Any member of the class entitled to attend and vote at the meeting shall be entitled to appoint another person whether a member or not as his proxy to attend and vote instead of himself; and a proxy so appointed, shall not have any right to speak at the meeting:Provided that unless the Articles of Association otherwise provide, -(a)this sub-rule shall not apply in the case of a company not having a share capital;(b)a member, in the case of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion; and(c)a proxy shall not be entitled to vote except on a poll.(2)In every notice calling a meeting of any class of members of a company, 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 of the company.(3)Any provision contained in the Articles of Association of a public company or of a private company which is a subsidiary of a public 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 provisions for such deposit.(4)If for the purpose of any meeting, invitations to appoint as proxy a person or one of a member of persons specified in the invitations, are issued at the company's expense to any members entitled to have a notice of the meetings sent to him and to vote thereat by proxy, every officer of the company who knowingly issues the invitation as aforesaid or willfully authorises or permits their issue shall be punishable with fine which may extend to one thousand rupees:Provided that an officer shall not be punishable under this sub-rule by reason only of the issue to a number of the class at his request in writing, of a form of appointment naming the proxy or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.(5)The instrument appointing a proxy shall be - (a) in writing, and(b)signed by the person appointing such proxy or his attorney duly authorised in writing or if the person appointing is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.(6)An instrument appointing a proxy, if in any of the forms in Form No. 12 of Appendix-A shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles.(7)Every member entitled to vote at a meeting or of any resolution to be moved thereat shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged, at any time during the business hours of the company:Provided that not less than three days notice in writing of the intention to inspect is given to the company.
