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9. Ballot No. 266 -- Shri Ashish Makharia: The purpose and object of verification of specimen signatures is to ensure that voting on the shares is exercised by or on behalf of a shareholder. In case of a proxy, since the shareholder would not be present in person, the verification becomes necessary to ensure that the proxy really represents the shareholder by comparing his specimen signature on the record with the one on the proxy form. In respect of cases where a member is personally present and has identified himself as the right person holding the shares, neither non availability of specimen signatures nor differences in the signatures could affect his right to attend and vote. In other words once the identity of a member is established to the satisfaction of the company/scrutinisers, his right to attend and to vote cannot be denied for want of specimen signature. Verification of signatures is not with the object of denying the right to vote but to ensure that the right and the entitled person exercises the right to vote. In the present case, the Bank has not expressed any doubt about the identity of Shri Ashish Makharia as the member holding the impugned shares and as a matter of fact, these very shares have been shown against his name in in the petition seeking for restraining his voting rights on these shares. Further, there is no report that votes cast by any other shareholder being present personally had been rejected on account of either non availability of specimen signatures or differences in the signatures. Further, at the time of verification before the poll, the ballot papers had been stamped with "signatures verified". Even though we ourselves noticed that there is no likeness between the signature of Shri Ashish on the transfer instrument and the one on the ballot paper yet, for the reasons stated above, since he was present in person and his identity had not been questioned, we cannot disallow the votes cast by him.

10. Ballot No. 285 -- Proxies in favour of SICOM Ltd.: This has raised an interesting question as to whether a company could be appointed as a proxy. For this purpose, it is appropriate to extract Section 176(1) of the Act which reads: "Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself: but a proxy so appointed shall not have any right to speak at the meeting". According to Shri Datar, the term "person" means a natural person or an individual while according to Shri Choudhary, it could be a company also in as much as the terms " person" includes a company as per General Clauses Act. He also submitted that wherever the Legislature intended a natural person, it has also used the term "individual" in various Sections of the Act. We find that neither the term 'person' nor 'proxy' has been defined in the Act and therefore, we have to construe this term 'person' with reference to the object with which the same has been used in Section 176(1). This Section authorizes a member, who is unable to attend a general meeting of a company, to appoint anther through an authorisation known as a proxy to attend and vote instead of the shareholder himself. Further, the Section also says that the proxy shall not have any right to speak. As a rule, a proxy can demand a poll. No company, being an artificial entity can be present, vote and speal or demand a poll. Only a natural person/individual could do all the above. Therefore, the term "person" used in the Section means only a natural person/individual and the definition of General Clauses Act cannot be applied in respect of the term "person" as used in Section 176. In this connection, we may also refer to Schedule IX of the Act wherein two forms of proxy in terms of Section 176(6) of the Act is exhibited. In both the forms, for appointing an alternate proxy the word used is "failing him". The word "him" would indicate that the proxy has to be an individual. Another reason as to why a company cannot be a proxy is that a proxy is a personal representative of the shareholder and the relation between them is that of a principal and an agent. Since a company cannot attend and vote in a meeting, it has to authorize some individual to represent it in its capacity as a proxy holder in that meeting. It would mean an agent appointing another to act on behalf of the principal. Since a proxy holder is a personal representative of a shareholder, the principle of delegatus non potest delegare will apply. Thus, from the object and purport of Section 176, it is very clear that a proxy has to be an individual and cannot be a company. In other words, a company cannot be appointed as a proxy. In this connection, we may beneficially refer to the English Insolvency Rules which lays down that a proxy has to be an individual of aged 18 years or over. (Rule No. 8.1). Even though Shri Choudhary argued that since under Section 187 the company has passed a resolution regarding its own shares in the company authorizing Shri Pal to represent SICOM and vote on its behalf, the same authority should extend to the proxies given in favour of SICOM. Since we have already held that a company could not have been appointed as a proxy, its authorizing someone else to vote in respect of the said proxy does not arise. Even otherwise, the authority given under Section 187 is only in respect of shares held by a company in another company and not in respect of shares which it does not hold in the other company. A separate authorization by the Board would be necessary in respect of the proxies held by it, which is not in the present case. Shri Choudhary made another submission that since Shri Pal was an alternate proxy along with SICOM, all the votes cast by him could be treated as votes cast by him in his capacity as a proxy. For considering this submission we have to examine as to in which capacity he cast the votes- whether as a representative of SICOM or in his individual capacity as the proxy. The details have not been furnished to us. Therefore, our direction would be that the Chairman should, with the assistance of the scrutinizers, examine the ballot paper 285 and find out whether Shri Pal has voted on these shares in his capacity as a representative of SICOM or in his capacity as a proxy. In case, he has voted as a representative of SICOM, the votes cast will be rejected and where he has voted in his capacity as a proxy, the same be taken as valid.