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18. That is all that need be said upon thin matter. I would only add that these objections were not urged by Mr. Munshi in his full and careful argument.

19. I now turn to objections of the second class and the question of the statutory majority. I am not concerned here with any-thing more than a numerical majority. It is conceded that in point of value there is something very much more than the three-fourths required by the statute in favour of the scheme. The majority which I have to consider is the numerical majority at the meeting of the second preference shareholders. The chairman has reported that the majority in favour of the scheme is 24. That majority, according to the requirements of Section 153, must be a majority of those present at the meeting either in person or by proxy. It follows that any person present and not voting counts as a vote against the scheme. And if any individual vote of any such person is disallowed that too will count as a vote against the scheme. But where a member is present by proxy only if a proxy is successfully impeached the vote given on that proxy simply goes out for the proxy being invalid the voter is not present at all.

(b) Persons who voted on the amendments 'proposed but did not vote on the substantive proposition but whose votes on the substantive proposition were recorded by their proxies.

24. The same considerations apply here. There is no authority upon the point. The question is what inference is to be drawn from the member's conduct. The form of proxy gives authority "To vote for me and in my name for the said scheme either with or without modification as my proxy may approve". The amendments to the scheme were taken en bloc and certain members voted against them, but when the time came to vote on the substantive scheme they abstained from voting. It is not easy to decide what these persons meant, but the same considerations apply as to the last case. Presumably they did not desire to revoke the authority so far as it empowered the proxy to vote on the substantive scheme. I hold these votes are good.

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.

30. The votes are good.

(f) Proxies signed by one only of the joint holders of a share.

31. This objection is met by Article 85 of the articles of association.

(g) Proxies given or votes recorded by persons, holding powers-of-attorney from members.

32. A list of eighteen of these powers has been put in (Exhibit No. 2). In four cases the originals are produced. Three of these are admitted by Mr. Munshi to be adequate. The fourth is No. 504. Power No. 3856. It contains the following words "Also to appear and to represent me at any meeting of any joint stock company in which I am interested as a shareholder or debenture holder or preference shareholder, or as a member or otherwise and to vote there, and also to grant proxies to any other person &c. &c." These words are sufficient.