Section 137 — Proxies

(1) A member of a company entitled to attend and vote
at a meeting of the company may appoint another person as his proxy to exercise
all or any of his rights to attend, speak and vote at a meeting:

Provided that—

(a) unless the articles of a company otherwise provide, this sub-section
shall not apply in the case of a company not having a share capital;

(b) a member shall not be entitled to appoint more than one proxy to
attend any one meeting;

(c) if any member appoints more than one proxy for any one meeting
and more than one instruments of proxy are deposited with the
company, all such instruments of proxy shall be rendered invalid;
and

(d) a proxy must be a member unless the articles of the company permit
appointment of a non-member as proxy.

(2) Subject to the provisions of sub -section (1), e very notice of a
meeting of a company shall prominently set out the member's right to appoint a
proxy and the right of such proxy to attend, speak and vote in the place of the
member at the meeting and every such notice shall be accompanied by a proxy
form.

(3) 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, 34[…] be signed by an officer
or an attorney duly authorised by it.

(4) An instrument appointing a proxy, if in the form set out in
Regulation 43 of Table A in the First Schedule shall not be questioned on the
ground that it fails to comply with any special requirements specified for such
instruments by the articles.

(5) The proxies must be lodged with the company not later than forty -
eight hours before the time for holding a meeting and any provision to the contrary
in the company's articles shall be void.

(6) In calculating the period mentioned in sub -section (5), no account
shall be taken of any part of the day that is not a working day.

(7) The members or their proxies shall be entitled to do any or all the
following things in a general meeting, namely—

(a) subject to the provisions of section 143, demand a poll on any
question; and

(b) on a question before the meeting in which poll is demanded, to
abstain from voting or not to exercise their full voting rights;

and any provision to the contrary in the articles shall be void.

(8) Every member entitled to vote at a meeting of the company shall be
entitled to inspect during the business hours of the company all proxies lodged with
the company.

34 Omitted words “be under its seal or” vide the Companies (Amendment) Act, 2021 dated 1st
December, 2021.

(9) The provisions of this section shall apply mutatis mutandis to the
meeting of a particular class of members as they apply to a general meeting of all
the members.

(10) Failure to issue notices in time or issuing notices with material
defect or omission or any other contravention of this section which has the effect of
preventing participation or use of full rights by a member or his proxy shall make
the company and its every officer who is a party to the default or contravention
liable to—

(a) a penalty of level 2 on the standard scale if the default relates to a
listed company; and

(b) to a penalty of level 1 on the standard scale if the default relates to
any other company.