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16. From the foregoing discussion it follows that the rejection of the revocations by the Chairman was wrong.

17. The next and the more difficult question for decision is whether the rejection of the proxies by the Chairman was justified. The proxies were rejected on the ground that they were insufficiently stamped. According to the respondents, the proxies are in the nature of powers of attorney under Article 48 of the Indian Stamp Act and should have been stamped as required by that Article and that they were not proxies within the meaning of Article 52 to justify a stamp of two annas. The first defendant company was incorporated under the Indian Companies Act, 1882 and the Articles of Association were modelled on the Articles contained in Table A of that Act. The Indian Act of 1882 was framed on the lines of the English Companies Act, 1862 (25 and 26 Vict. Ch. 89). In Ex. A. 2, the Articles of Association of the defendant company, the form of the proxy is provided by Article 97. This form word for word is the same as the form in Article 51 in Table A of the Indian Act, 1882 and Article 51 of Table A of the English Act, 1862, though there are a few alterations particularly at the end where the words "or, generally as the case may be in the same manner as I myself could vote if personally present provided he be then a member of the company and be entitled or admitted to vote."

20. There is another aspect from which the matter may be considered. The articles of association prescribe the form of the proxy by Article 97 and on the footing that it is a proxy within the meaning of Article 52 stated that the stamp duty payable was one anna under the law as it then stood and these articles, we are told, were drafted by eminent lawyers of the Madras bar. If a shareholder complies with the requirements of that article & pays stamp duty of two annas under the law as altered on the footing that it is a proxy and not a general power of attorney, the chairman has no option but to accept the proxy even if he comes to a conclusion that the stamp duty was not proper. If the proxies conform to the articles in all respects they cannot be rejected by the chairman '(see Shackleton, Law of Meetings, page 98)'. The articles constitute a contract binding on the company and the members in all matters. The chairman, therefore, was not entitled to go behind the articles and to reject the proxies on the ground that they were not duly stamped.

22. Whether the proxies are general powers of attorney within the meaning of Article 48 of the Stamp Act or specific powers under Article 52 is a difficult question and does not seem to us as easy to decide as the chairman the third defendant, thought. One specimen form of proxy seems to have been marked for identification; but as we did not find it in the records sent to this Court, we called for the proxy forms and we find that they are similar in language as in Article 97 of Ex. A-2. For easy reference the language in ihe form is quoted herein.

"Every proxy shall be in the following form, or shall contain words to the following effect. (stamp 1 anna). "The Kaleeswarar Mills Limited." Coimbatore, I being a member of "The Kaleeswarar Mills Ltd.", and entitled to vote, do hereby appoint of as my attorney or substitute to vote for me and on my behalf at the (ordinary or Extraordinary, as the case may be) General Meeting of the company to be held on the day of and at any adjournment there of (or at any meeting of the company, that may be held within the period of from the date hereof, or generally as the case may be) in the same manner as I myself could vote if personally present provided he be then a member of the company and be entitled or admitted to vote. As witness my hand this day of "signed by the said in the presence of."