(1) No instrument of proxy shall be valid unless in the case of an individual shareholder, it is signed by him or by his attorney duly authorised in writing, or in the case of joint holders, it is signed by the shareholder first named in the register or his attorney duly authorised in writing or in the case of the body corporate it is executed under its common seal, if any, or signed by its attorney duly authorised in writing :
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Provided that an instrument of proxy shall be sufficiently signed by any shareholder, who for any reason is unable to write his name, if his thumb impression is affixed thereto and attested by a judge, magistrate, registrar or sub-registrar of assurances or other Government gazetted officer or an officer of a public sector bank or the Small Industries Bank.
(2) No proxy shall be valid unless it is duly stamped and a copy thereof deposited at the head office of the Small Industries Bank not less than four clear days before the date fixed for the meeting, together with the power of attorney or other authority (if any) under which it is signed or a copy of that power or authority certified by notary public or a magistrate unless such a power of attorney or the other authority is previously deposited and registered with the Small Industries Bank.
(3) No instrument of proxy shall be valid unless it is in Form B as provided in Schedule VI.
(4) An instrument of proxy deposited with the Small Industries Bank shall be irrevocable unless,
(a) on or before the last date of deposit of proxy, there shall have been deposited at the head office of the Small Industries Bank a notice in writing under the hand or common seal of the granter specifically stating -
(i) the name of the person in whose favour the instrument was granted;
and
(ii) that such instrument is revoked; or
(b) the same is deemed to be invalid under sub-regulation (6).
(5) In the case of an instrument or proxy granted in favour of two grantees in the alternative, it shall not be necessary to mention in the notice of 87 revocation the name of the second or alternative grantee provided that the notice is otherwise sufficient to identify beyond doubt the instrument of proxy which it is intended to revoke.
(6) If two or more instruments of proxy in respect of the same shares are deposited and if on or before the last day for deposit of proxies all but one of such instruments of proxy has not been duly revoked in accordance with the procedure laid down in sub-regulation (4) all such instruments of proxy shall be deemed to be invalid.
(7) The due revocation of an instrument of proxy shall in no way prohibit the deposit of another valid instrument of proxy within the time specified in sub-regulation (2).
(8) The grantor of an instrument of proxy which has become irrevocable under this regulation shall not be entitled to vote in person at the meeting to which such instrument relates.
(9) No person shall be appointed as duly authorised representative or a proxy who is an officer or an employee of the Small Industries Bank.
(10) Nothing contained in this regulation shall apply to the Development Bank, the public sector banks, the General Insurance Corporation, the Life Insurance Corporation and other institutions owned or controlled by the Central Government and the Development Bank, the public sector banks, the General Insurance Corporation, the Life Insurance Corporation and other institutions owned or controlled by the* Central Government may appoint such person as it thinks fit to act as its representative at any general meeting of the Small Industries Bank. A person so appointed shall for the purpose of the meeting be deemed to be the shareholder of the Small Industries Bank and shall exercise the same rights and powers as the Development Bank, the public sector banks, the General Insurance Corporation, the Life Insurance Corporation and other institutions owned or controlled by the Central Government shall be entitled to exercise at the meeting.
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CHAPTER IX ELECTION OF DIRECTORS
64. Nomination of directors -
(1) The nomination of directors under clause (d) of sub-section (1) of section 6 of the Act shall be made by the first three shareholders amongst the Development Bank, the Public Sector Banks, the General Insurance Corporation, the Life Insurance Corporation and other institutions owned or controlled by the Central Government holding maximum number of equity shares.
(2) In case the number of shareholders holding equal largest number of equity shares is more than three, the nomination of three directors shall be made by such shareholders by consensus amongst themselves and in the absence of such consensus, the nomination shall be made by draw of lots.
(3) In case the number of shareholders holding equal second largest number of equity shares is more than two, the nomination of two directors shall be made by such shareholders by consensus amongst themselves and in the absence of such consensus , the nomination shall be made by draw of lots.
(4) In case the number of shareholders holding equal third largest number of equity shares is more than one, the nomination of one director shall be made by such shareholders by consensus and in the absence of consensus the nomination shall be made by draw of lots.
5) Notwithstanding anything contained in sub-regulation (1) to (4) of this Regulation, no shareholder shall be entitled to nominate more than one director.
(1) A director to be elected under clause (0 of sub-section (1) of section 6 of the Act shall be elected by the shareholders in the annual general meeting of the Small Industries Bank.
(2) The number of directors to be elected and the particular vacancies in respect of which the election is to be held shall be specified in the notice convening the annual general meeting.
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