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8. The next point that has to be considered is whether the Chairman was justified in rejecting the revocations. Until recently, both in England and in India, a member had no right to vote by proxy unless the Articles provided for such a right as common law did not recognise voting by proxy. The Articles, however, generally conferred such a right subject to such conditions and limitations as are prescribed thereunder. This right has now been recognised by the statute both in England from 1947 now enacted as Section 136 of the Act of 1948 and by Section 79 of the Indian Companies Act, as amended in 1936. As the Articles generally recognised a right to vote by proxy, it is a contractual right as the Articles of Association undoubtedly constituted a contract between the company on the one side and the members on the other. Independently of the contract, therefore, until the statute altered it there was no right of voting by proxy. The reason why the right to vote by proxy was not recognised seems to be that "when persons agreed" as pointed out by Bowen L. J. in 'Harben v. Phillips', (1882) 23 Ch. D. 14 at p. 35 "to act together in the conduct of a business the way in which that business is to be carried on must depend on each case on the contract, express or implied, which exists between them as to the way ot carrying it on."

9. The subject of revocation of proxy is dealt with by Palmer in his book on Company Law. 19th Edn. page 154 and he summarises the law on the subject in these terms:

"The appointment of a proxy, unless made irrevocable for valuable consideration, can be revoked. The revocation must, however, conform to any provisions in the articles.

If the shareholder, after appointing a proxy, himself attends the meeting, he can vote in person. The right of the shareholder to vote in person is paramount to the right of the proxy. The presence of the shareholder does not avoid the instrument of proxy; but if he votes before his proxy has voted for him, he impliedly revokes the proxy.

(11a) These and similar observations in other decisions were relied on on behalf of the respondents as establishing the proposition that unless the right of revocation is expressly con-ferred by the articles, there is no right of revocation. The restrictions on the power to vote by proxy are undoubtedly absolute but the power of revocation is an incident of the contract of agency and wherever a power to vote by proxy is conferred, the power of revocation unless excluded under the articles, exists as the relationship of principal and agent is governed by the law of contracts. The right to vote by proxy and the right of revocation are distinct powers. In 'Cousins v. International Brick, Co.', (1931) 2 Ch D 90, there were two provisions in the articles of association, one providing that the instrument appointing a proxy should be deposited at the office not less than 48 hours before the time of holding the meeting at which it should be used and the other regulation that a vote given in accordance with the terms of the instrument of proxy will be valid notwithstanding the previous revocation of the proxy provided no intimation in writing of the revocation shall have been received at the office before the meeting. Some shareholders purported by notice in writing to revoke the proxies given by them previously, while others without giving notice to revoke the proxies voted personally at the meeting. The revocation of the proxies was not in accordance with the articles of association as the intimation in writing of the revocation was not received at the office before the meeting. The case therefore was directly governed by the decision in 'Sfiller v. Mayo (Rhodesia) Development Co, (1908) Ltd', 1926 W N 78. The further question was whether the shareholders were entitled to vote personally without revoking the proxies given by them. The Court of Appeal accepted the view of Russell J. on the question whether the revocation was effective; on the second question, it was held that the person by giving a proxy was not thereby deprived of exercising the vote personally, before the proxy had exercised the vote. Lord Hanworth, M. R. pointed out in the course of his judgment that it is open to provide by articles to exclude the right to vote personally when a proxy was given; but if this is not done and there are no clear words taking away the shareholder's personal right to vote after he has put in force the proxy system the personal right remains and the shareholder is entitled to attend and give his vote according to his choice. The proxy is not entitled to prevent him for exercising the vote. Lawrence L. J. and Romer L. J. put it also on the ground that "every proxy is subject to an implied condition that it should only be used if the shareholder is unable or finds it inconvenient to attend the meeting. The proxy is merely the agent of the share-holder, and as between himself and his principal is not entitled to act contrary to the instructions of the latter."

(24a) The decisions under tho English Act are of no assistance as the language is not similar. Section 80 of the English Stamp Act, (1891, 54-55 Victoria Chap 39) requires that every letter or power of attorney for the purpose of appointing a proxy to vote at a meeting, and every voting paper, hereby respectively charged with the duty of one penny, is to specify the day upon which the meeting at which it is intended to be used is to be held, and is to be available only at the meeting so specified, & any adjournment thereof & the first schedule to that Act referring to letter or power of attorney and commission, factory, mandate or other instrument in the nature thereof for the sole purpose of appointing or authorising a proxy to vote at any one meeting at which votes may be given by proxy, whether the number of persons named in such instrument be one or more, the duty payable is one penny. In other cases, it is ten shillings . The Act both in the section and in the schedule requires that it should be for the sole purpose of voting at any one meeting and the day upon which the meeting is to be held is also to be specified.