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Showing contexts for: proxy voting in Mehta Teja Singh & Co. (Agencies) And ... vs Globe Motors Ltd. on 24 November, 1981Matching Fragments
22. As in a federal government there is a division of powers between the Centre and the States, so in a company the spheres of the directors and the shareholders are separate and distinct. One cannot override the other. The shareholders cannot overrule the decision of the directors. All that the shareholders can do is to amend articles or refuse to reelect directors and replace them by others more to their liking. The company's powers are divided between the directors and the shareholders. The general meeting retains ultimate control, but, only through its powers to amend the articles (so as to take away, for the future, certain powers from the directors) and to remove the directors and to substitute others more to its taste. Until it takes one or other of these steps the directors can, if they are so advised, disregard the wishes and instructions of the members in all matters not specially reserved (either by the Act or the articles) to a general meeting. Prof. Gower has shown that the old idea that the general meeting alone is the company's primary organ no longer holds the field. There are practical difficulties in the way of effectively exercising the supervision by the general body owing to the directors' control over the proxy-voting machinery. He says :