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2. As the requirements of this article were fulfilled inasmuch as five members had demanded a poll, this request was granted and the chairman explained that under Article 28 of the articles of association he, as the chairman, was to fix the manner, time and place of the poll. The chairman directed that the poll be taken then and there and the procedure adopted by him was as given in the minutes of the meeting of the club (exhibit R.W.-1) as follows:

"The chairman then decided to divide the house into two parts and asked for volunteers from each part of the house for counting the votes. He further confirmed from the house that nobody objected to the appointment of these two members for counting votes. He then explained to the house the system of the poll which was that on the announcement of the name of each of seven candidates, members in favour of each would raise their left hand. These could be counted by the respective member appointed for the purpose who would convey the count loudly to the chairman. The chairman would then add both the sides and the proxies, if any, and would announce the total votes secured by each candidate. The six candidates securing maximum votes would be declared elected members of the committee."

3. The chairman also informed the house that valid proxies from the following three members had been received :

(a) Group Capt. J.G. Shukla-17

(b) Lt. Col. Charanjit Singh-6

(c) Major Mella Singh (Retd.)-8

4. Two persons volunteered for counting the votes. Candidates' names Were put to vote one by one. The four officers of the defence forces were elected unanimously. Shri K. S. Mathra Dass secured 146 votes including 23 proxies, Guru Amarjit Singh received 147 votes including 23 proxies, and Major Mella Singh received 50 votes including 8 proxies. The result, therefore, was that six names proposed other than that of the petitioner were declared elected.

(a) in the case of a public company, by at least five members having the right to vote on the resolution and present in person or by proxy........."

9. Section 185 of the Act gives power to the chairman to regulate the manner in which the poll is to be taken. It runs as follows :

(1) Subject to the provisions of this Act, the chairman of the meeting shall have power to regulate the manner in which a poll shall be taken."

10. The main argument on behalf of the petitioner is that the provision in Section 179 of the Act and Article 27 of the articles of association of the club giving right to five members to demand a poll obviously means that the method of voting should be different from the one envisaged by Section 177 of the Act and the first part of Article 27. It is, therefore, urged that a voting on a poll being demanded has to be by a method different from the earlier one, viz., by show of hands. On the other hand, on behalf of the respondents, it is urged that so far as the exact manner of taking the poll is concerned, that has been left to the discretion of the chairman. The main difference between the voting by show of hands as provided in Section 177 of the Act and on a poll being demanded is that on show of hands, only the persons present count and the persons who are present by proxy have no say in the matter. In the second place, on a show of hands, each person present and voting counts as one vote irrespective of the number of shares held by him, whereas on a poll being taken votes for a particular person are counted according to the number of shares held by him. In the present case, each member of the club has only one vote and, therefore, the second question does not arise for consideration. According to the respondent, therefore, the poll being demanded the only difference which arises is that the proxies held by the members are also taken into consideration as was done in the present case.

At the time appointed for taking the poll, the members who vote personally will come up to the voting table and write their names down on sheets of paper headed 'For' or 'Against' the motion, as the case may be. A member voting as proxy for another will writedown his own name and also that of the person whose proxy he is, e.g., 'John Smith, by W. Jones, his proxy '. "

12. More or less the same thing is repeated in volume II of the same edition at page 616.

13. It can be argued from this that the method to be adopted at the poll is different from the show of hands. I am, however, of the view that there is nothing magical about show of hands or any other method. The idea behind taking a poll is, as stated above, to clearly ascertain the wishes of the persons, not only present in person but by proxies and give full effect to the fact of different members holding different shares, and therefore, having different voting rights. In the present case, instead of asking the members present to raise their hands when a particular name was put to the house, he could have asked the members to stand up to indicate that they vote in favour of that particular member. If this had been done the voting would not have been by show of hands, but all the same the main objections of the petitioner would still be there that, out of regard for the high officers, the junior officers may not be able to exercise their right of vote freely. This objection would still remain even if members were asked to write their names on a sheet of paper and indicate whether they vote for or against a particular person as has been suggested in Palmer's Company Precedents reproduced above. I have not come across any authority which goes to the extent that, on a poll being demanded, the voting must necessarily be by a secret ballot. The manner in which the voting is to be taken on a poll being demanded has been left to the discretion of the chairman by the articles of association as well as by Section 185 of the Act.