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27. These votes are bad.

(d) Proxies given by Fazalbhai Ebrahim and Company in favour of Abdulla I. Rahitmtulla, a director of that company.

28. The company styled Fazalbhai Ibrahim and Company is a member of the Tata Iron and Steel Company. Abdulla I. Rahimtulla is a director of the former company. A proxy form was signed by him and on that proxy the vote of Fazalbhai Ibrahim and Company was recorded in favour of the scheme. It is conceded that the proxy is not valid as the seal of the company was not affixed in the presence of the directors. But it is argued that the vote is a good vote nevertheless, The argument is that Abdulla I. Ebrahim could vote for the company of which he was a director on being empowered to do so under Section 80 of the Act. That is to say, by a resolution of the directors of that company. It is conceded that at the date when the vote was recorded (October 1, 1926) there was no such resolution. But, it is said, a resolution was passed on October 27, which validated the vote. The argument is based on the principle of ratification (Indian Contract Act. Section 196). I cannot accede to it. In my opinion a vote is good or bad at the time when it is recorded and no subsequent ratification can cure the defect, Here the vote was void ab initio.

(e) Conditional proxies.

29. The form of proxy was settled by the Court, It contains the words "To vote for me and in my name...the said scheme either with or without modification as my proxy may approve. In this case the word "for" has been entered by the member signing the proxy and he has added after the word cited "provided that the modification if any should be favourable to second preference shareholders". There is no question of any modification, and I see no reason for questioning the vote as a vote in favour of the scheme. The added words are too vague to have any meaning. In any view the proxy acted within the authority given to him.

45. I would only add that those proxies which are unstamped, or upon which the stamps have not been cancelled must be excluded. Any votes recorded on the authority of such proxies go out.

(1) Proxies which are not in the form approved by the Court.

46. The Court has ample power under Section 153 to settle a form of proxy. As I have said Section 153 in wider in its terms than Section 120 of the English Act. Any substantial failure to comply with the Court's direction would, in my opinion, invalidate the proxy. The form which is objected to departs in several matters from the authorized form.

The object of this settled form was that the shareholders should be compelled to exercise their own judgment by informing the proxy how he was to vote. It was found to be almost impossible to save the shareholders from themselves. It was therefore of great importance that this protection should be upheld in allavailable ways, and that the form settled by the Court for the sole purpose of protecting shareholders against their own neglect should be adhered to.

48. The challenged form without the marginal note (b) and with The word against" in place of the blank space leaves no room to the shareholder to exercise his own judgment. And if that defect is fatal in England a fortiori it should he so here where the forms are sent out in a language with which many of the shareholders are imperfectly acquainted, and of which some of them are totally ignorant. I hold that these proxies must be disallowed, for I see no reason for being less strict upon this matter than are the English Courts. It was suggested that the Court had no power to settle a form of proxy, but however that may be under Section 120 of the English Act the words "to be called, held and conducted in such manner as the Court directs" in Section 153 of the Indian Act are wide enough to cover directions of this nature. In the case of In re English, Scottish, and Australian Chartered Bank [1893] 3 Ch. 385 construed similar words in Section 91 of the Companies Act 1862 as giving the Court authority to settle a form of proxy (vide pp. 410 and 411). It seems to me plain that the form of proxy is part of the conduct of the meeting.