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13. The principle is also emphasised in a more recent decision in -- 'Wall v. Exchange Invest ment Corporation Ltd., (1926) 1 Ch 143 (B). There "an Article of Association provided that no objec tion should be made to the validity of any vote except at the meeting at which it was tendered, and that every note, whether given in person or by proxy, not disallowed at any meeting should be deemed valid for all. purposes. It was held, affirming Rober, J., that the decision of, the Chairman, who, in the bona fide exercise of the power conferred upon him by the Article, had refused to disallow a vote by proxy to which objection had been taken at the meeting, was final and would not be reviewed by the Court."

The learned Judge also expressed the view at page p. 608:

"It is said the votes of those persons can be counted, and will be counted, when a poll is demanded, and that it is intended that their voice shall be heard on that occasion only. It seems to me that a decision to that effect would create great injustice to the members present at a meeting by proxy only, because, according to the decision in -- 'Beg v. Government Stock Investment Co.', (1878) 3 QBD 442 (E) the proxies do not seem able to demand a poll. I think that, under these circumstances, I ought to hold that the Chairman of this company was right in counting the votes of the members who were present by proxy. The votes of those persons must be counted as the votes of persons actually present, not according to the number of shares they hold, but each person present by proxy must vote as one person and one person only, and the Chairman must ascertain the way in which he wishes to vote from his proxy."

25. The review of those authorities shows that certainly from 1879 until 1897 there was great divergence of judicial opinion. This fact alone indicates that it cannot be suggested that the new Section 138 in the. English Companies Act was only introduced to create a new statutory right which was never recognised before.

26. From these authorities two propositions emerge quite clearly. First, while there was at. common law no right of voting by proxy it has come in by way of special company regulations and company statutes. It was never questioned that proxies must be counted at a poll though not by a show of hands and therefore the Advocate General's argument of reducing votes by poll to the same level as votes by show of hands is unsound. The next proposition then is that if the proxies are to be counted at a, poll, and I need only repeat here that in the case before me it is not a case of show of hands but of poll, then how are the proxies to be counted? In this case, for instance, the Allahabad Bank Nominees Ltd., and the Bank of India Ltd., held a number of shares for which, they appointed simultaneously two proxies, each with a number of shares. The shares in this case with which I am concerned carry the right to vote attached to each share. All authorities are clear on the point that proxies have the right to vote. Now, if each share has a vote, then the fact that one person happens to hold a number of shares and therefore a number of votes cannot preclude the operation of the separate voting right-attached to each share.

28. There is one other point made by the Company. It is not disputed that the Allahabad Bank Nominees Ltd., and the Bank of India held the shares on behalf of their individual constituents and it is only proper that holding their proxies they must vote according to the desires of their individual constituents although in paper these Corporations are holders of the shares. The Learned Advocate-General argued that to recognise that fact will mean that the company has to recognise trusts which of course the company cannot do. I am afraid this argument misconceives the whole doctrine of non-recognition of trust in company jurisprudence. What is said in Section 33, Indian Companies Act is that no notice of any trust, express or implied or constructive shall be entered on the register or receivable by the registrar. Nothing of that kind is done by allowing the Allahabad Bank Nominees Ltd., and the Bank of India to vote according to the dictates of the constituents on whose behalf they hold the shares. Indeed to extend the doctrine of non-recognition of trust in the manner argued by the learned Advocate-General will be to destroy the whole principle of voting by proxy. I am therefore unable to uphold the Advocate-General's contention on this point.