Mahinder Narain, J.

( 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.

( 3 ) SECTION 176 of the Companies Act deals with proxies, and it is laid down in Section 176 (1) (a) that if the articles of association so provided a company not having a share capital shall not be able to have proxies as the manner of voting by its members unless its articles so provide. The respondent which is a guarantee company has provided in its articles that it lhall be permissible for members to vote byproxy. In this view of the matter Section 176 of the Companies Act will apply to the respondent company. Section 176 of the said Act reads as under :-

"176 (1)-ANY member of a company entitled to attend and vote at a meeting of the company shall be eptitled 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 beentitled 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.

(3) Any provision contained in the articles 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 or any other person any instrument appointing a proxy or any 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 offorty. eight hours had been specified in or required by such provision for such deposit.

(4) 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 there 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 thousand 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

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