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" There is no express consent given by them to the petition ".

25. In the absence of such proof, even if there is a " consent in writing", the same may not satisfy the requirements of Section 399. Here, there is no such evidence ; for that matter, there is no proper pleadings even in this regard. For this reason also, I am of the view that the petition is" not maintainable.

26. Now, I shall deal with the merits of the case : Facts essential and requisite for the purpose of this lie in a narrow compass. The 57th annual general meeting of the company, to elect the directors to fill the vacancies caused by retirement by rotation, was scheduled to take place on August 30, 1988. Exhibit A-2 is the statutory notice issued in this regard. Note (1) appended to exhibit A-2 provides that a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself. The note further says that the instrument appointing a proxy shall be deposited at the registered office of the bank not later than 48 hours before the time for holding the meeting which as per exhibit A-2, is fixed at 10 a.m. on August 30, 1988. A proxy need not be a member. As per this notice, proxies, therefore, should be deposited before or at 10 a.m. on August 28, 1988. This time happens to fall on a Sunday and, therefore, the first petitioner handed overexhibit A-6 letter to the secretary of the bank with a view to ascertain as to whether the proxies could be deposited till 10 a.m. on August 28. 1988. The secretary made exhibit A-6(a) endorsement which reads:

" A vote given in accordance with terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal, or revocation of the proxy or transfer of the shares in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer shall have been received at the office or by the Chairman of the meeting before the leader. This article is verbatim Regulation 63 of Table A of Schedule 1 to the Companies Act. Section 28 of the Companies Act is profitably to be referred to in this connection. This section provides that the articles of association of a company, limited by shares, may adopt one or any of the regulations contained in Table A of Schedule 1. It, therefore, follows that the rights of the shareholders, mentioned under Section 176 of the Companies Act in regard to the appointment of another person (whether a member or not) as his proxy to attend and vote instead of himself, are governed by Article 88. This article is nothing but a replica of Regulation 63 of Table A of the Companies Act, as we have already seen. The shareholders are bound by this article because "the articles constitute a contract between the company and a member in respect of his rights and liabilities as a shareholder ..." (See Halsbury's Laws of England, Hailsham edition, para 118, at p. 71, Volume 7). If that be so, a vote given by a shareholder, in accordance with the terms of an instrument of proxy, shall be valid notwithstanding the revocation of the proxy, provided no intimation in writing of the revocation has been received at the office or by the chairman of the meeting before the vote is given. I am fortified in this view by a ruling of Russell J. in Spiller v. Mayo (Rhodezia) Development Co. (1908) Ltd. [1926] WN 78. The learned judge has observed thus:
" The articles of a company usually provide, however, that a proxy is valid notwithstanding its revocation unless notice of the revocation is received before the meeting at which it is used ".

35. This passage, as is seen from the footnote, is a replica of Article 73, Schedule 1, Table A, Part I of the English Companies Act 1948, corresponding to Regulation 63, Table A, Schedule I to the Companies Act, 1956. We have already seen that the rights of a shareholder to vote by proxy recognised under Section 176 of the Companies Act is guided by Article 88 of the articles of association (corresponding to Regulation 63 of Table A of Schedule I to the Companies Act, 1956). The above argument of learned counsel in this regard, therefore, is rejected. There is yet another aspect that should be borne in mind in this context and it is this: There is nothing in law to exclude Sunday in the computation of the 48 hours and, therefore, a proxy delivered on Sunday for a meeting to be held on Tuesday that is 48 hours later would be valid provided the receipt of the proxies at the time stated could be identified in some way. (See Shackleton on the Law and Practice of Meetings, Seventh edition, page 183).