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(3) In order to appreciate the scope of the plaintiff's suit and his application, few salient features of the controversy have to be kept in mind. As per the averments, the plaintiff in his capacity as the shareholder of the defendant No. 2 Company is vitally and substantially interested in its affairs. On 12-3-1986 he served the Company with a notice under Section 176(7) of the Companies Act 1956 expressing his intention to inspect the proxies lodged with it in respect of the annual general meeting. On the same day the Secretary of the Company informed the plaintiff that the proxies can be inspected from 14th March 1986 onwards during the office hours. In response to the said offer the plaintiff carried out the inspection and pointed out the various irregularities in the instrument of proxies in his letter dated 14-3-1986. On the very next day the plaintiff deposited another letter with the Chairman alleging that from the perusal of the instrument of proxies it was apparent that the proxies in favor of one Dr. Raja Ram Jaipuria were of dated 31-3-1986 and on the said proxies dating has been done not at the time of execution of the form by the member, but by the proxy (holder) at the time of submission of proxy forms with the Company, with the object of making those forms the last proxy of the member submitted to the Company. By the same letter the plaintiff requested defendant No. 2 to make an investigation and to ascertain from the shareholders as to which proxy was executed by him last since the same shareholder had also issued proxies in favor of Shri Mahendra Swamp, failing him Shri K. S. Mehta and failing him Shri Nimesh Kampani. Till date his objections have not been investigated by the defendants.

It was also pointed out that the proxies which were dated 13-3-1986 could not at all have been physically delivered to Dr. Raja Ram Jaipuria/Shri Sita Ram Singhania/Shri J, Chaudhary on the same date before 11.30 A.M. since the shareholders who signed the said proxies reside all over India and/or in remote parts of the country. Furthermore, the mere fact that later date appears on a proxy form i.e. 13-3-1986 cannot by itself mean that such proxy would prevail over a proxy bearing an earlier date for the one bearing the earlier date may, in fact, be the last proxy signed by the shareholder concerned. It is not the date which a proxy bears that would determine which proxy would prevail over the other but the actual time and date when such proxies are signed by the shareholders concerned. In this letter the plaintiff requested that there exist valid, reasonable and bona fide grounds for the Chairman and/or the Company to investigate into the validity of the said proxies. The defendants have not cared to investigate into the validity of these proxies, nor any orders on his letters/objections have been passed by the Chairman, and left with no other option the plaintiff has filed the present suit and the application.

(6) The plaintiff in his rejoinder to the application has denied the allegations/grounds taken in the reply by the defendant and has reiterated the facts as stated in the plaint.

(7) I have heard the learned counsel for the parties and with their help gone through the record carefully.

(8) Learned counsel for the plaintiff has laid much stress on the following grounds. Their answer will prima facie determine the fate of the plaintiff's application (I.A.. No. 226911986) :- 1. Whether the proxies bearing the date 13-3-1086 were validly executed by the shareholders and could have been physically delivered to Dr. Raja Ram Jaipuria/Sita Ram Singhania/J. Chaudhary on the same day before 11.30 A.M. for being deposited at the registered office of the Company, if not to what effect? 2. Whether the proxy form bearing the date given by the shareholders, will prevail over the proxy, with a later date mentioned by the nominee 3. Whether the Chairman of the Annual General Meeting considered and disposed of the objections of the plaintiff contained in his letters dated 15-3-1986 and 2-4-1986, if not to what effect?

(13) It is a normal practice amongst the shareholder of a particular company, who are interested in the elections to the office of the said company, to solicit the support of their relations, friends and admirers. Generally, the shareholders do attend the annual general meetings/other meetings personally. In the case of other persons who are residing at far away places from the registered office of the company or unable to attend on one ground or the other and are desirous of being represented, execute the proxies in favor of their friends, whether a shareholder or not, so that they may have the satisfaction of having particular in the meeting. The interested parties do collect such like proxies from such like persons, well in advance of the holding of the meetings. They obtain the blank proxies and deposit the same after filling up the blanks. before the holding of the meeting. There is nothing wrong in this practice nor the plaintiff can have any grievance. It is not disputed that the plaintiff was interested and in fact voted for Shri Mahender Swarup and his nominees. This group had also collected much more proxies for their candidates in the similar fashion. They have utilised those very . proxies in the same manner as the defendant's group have exercised their right. The plaintiff now cannot come round and raise any objection to the proxies collected by the defendants. If the defendants have committed any irregularity in collecting the proxies, the same argument will destroy the case of the plaintiff and his group. There is no necessity for each shareholder to be personally present, at the place of the meeting and sign the proxy form in blank. To determine the validity of these proxies, appropriate safeguards have already been taken. In view of these circumstances, there is no force in the first contention of the plaintiff.