Document Fragment View

Matching Fragments

(1) By this order I propose 40 deal with I.A. No. 4157 of 1989 in suit No. 1464 of 1988, being an application under Order 39 Rules I and 2 of the Code of Civil Procedure by which it is prayed that the respondents, their servants, agents be restrained from enforcing or implementing the impugned Election Rules, said to have been passed by the Executive Committee of the respondent at its meeting held on 4-8-1988, particularly rules C-6, 7 and 8 thereof.

(2) It is not disputed by the parties that the respondent Apparel Export Promotion Council is a guarantee company within the meaning of Section 25 of the Companies Act. It is also not disputed between the parties that being a guarantee company, unless the articles of its association so provide there is no right to vote by proxy. As far as the respondent is concerned, its articles do provide for voting at the annual general meeting of the society by means of proxies.

"176(1)-ANYmember 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 been titled 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 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.

If default is made in complying with this sub-section as respects any meeting, every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees.

"6(C)A member or his authorised representative who is entitled to vote at every general meeting shall be entitled to appoint another person, (whether a member or not) as his proxy to attend and vote instead of himself but proxy so appointed shall not have right to speak at the meeting. Along with the notice for calling the meeting the Council shall send a printed form to each member. Any proxy appointed through any instrument other than printed instrument dispatched by the Council referred to above shall not be valid.