(1)Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself; but a proxy so appointed shall not have any right to speak at the meeting:Provided that, unless the articles otherwise provide-(a)this sub-section shall not apply in the case of a company not having a share capital;(b)a member 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.