Section 44 in Tamil Nadu Non-Trading Companies Rules, 1981
44. Proxies.
(1)Any debenture-holder of a company entitled to attend and vote at a meeting of the debenture-holders of the company shall be entitled to appoint another person whether a debenture-holder or not as his proxy to attend and vote instead of himself:Provided that, unless the Articles of Association otherwise provide, a proxy shall not be entitled to vote except on a poll.(2)In every notice calling a meeting of the debenture-holders of a company, the Articles of Association which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a debenture-holder 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 debenture-holder.If default is made in complying with this sub-rule in respect of any meeting, every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees.(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 on any other person any instruments 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.(4)If for the purpose of any meeting of the debenture-holders of a company invitation to appoint as proxy a person or one of the persons specified in the invitations are issued at the company's expense to any debenture-holder entitled to have a notice of the meetings sent to him and to vote there at by proxy, every officer of the company who knowingly issues the invitations 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 punishable under this sub-section by reason only of the issue to a debenture-holder 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 debenture-holder 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 Form No. 13 in 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 debentures-holder entitled to vote at a meeting of the debenture-holders of the company on any resolution to be moved there at 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 meetings to inspect the proxies lodged, at any time during the business hours of the company provided not less than three days notice in writing of the intention so to inspect is given to the company.
