law: Companies Act, 2013 
  105.
  
    Restriction
  
  on voting rights.
  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:
  Provided
  
  that a proxy shall not have the right to speak at such meeting and shall not be
  
  entitled to vote except on a poll:
  Provided
  
  further that, unless the articles of a company otherwise provide, this
  
  subsection shall not apply in the case of a company not having a share capital:
  
  
  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:
  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.
  1.     
  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.
  3.      If default is made in
  
  complying with sub-section (2 ), every officer of the company who is in
  
  default shall be punishable with fine which may extend to five thousand rupees.
  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.
  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’s
  
  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 who knowingly issues the
  
  invitations as aforesaid or wilfully authorises or permits their issue shall be
  
  punishable with fine which may extend to one lakh rupees:
  Provided
  
  that an officer shall not be punishable under this sub-section by reason only
  
  of the issue to a member 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.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.      The instrument
  
  appointing a proxy shall—
  a.     
  
    be
  
  in writing; and
  b.    
  
    be
  
  signed by the appointer or his attorney duly authorised in writing or, if the
  
  appointer is a body corporate, be under its seal or be signed by an officer or
  
  an attorney duly authorised by it.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.      An instrument
  
  appointing a proxy, if in the form as may be prescribed, shall not be
  
  questioned on the ground that it fails to comply with any special requirements
  
  specified for such instrument by the articles of a company.
  8.      Every member entitled
  
  to vote at a meeting of the company, or on 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 not less than three days’ notice in writing of the
  
  intention so to inspect is given to the company. Proxies.