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(4)If for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to any member entitled to have a notice of the meeting sent to him and to vote there by proxy, every officer of the company who knowingly issues the invitations as aforesaid or willfully authorises or permits their issue shall be punishable with fine which may extend to one thousand rupees : PROVIDED that an officer shall not be punishable under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vo'.e at the meeting by proxy.

"6(C)A member or his authorised representative who is entitled to vote at every general meeting shall be entitled to appoint another person, (whether a member or not) as his proxy to attend and vote instead of himself but proxy so appointed shall not have right to speak at the meeting. Along with the notice for calling the meeting the Council shall send a printed form to each member. Any proxy appointed through any instrument other than printed instrument dispatched by the Council referred to above shall not be valid.

(6) A number of contentions have been advanced before me but I think it will be sufficient to dispose of this application on the basis of the principle which has been enunciated in Nazir Ahmed v. King Emperor, Air 1936 Privy Council 253(2).

(7) The Privy Council has laid down that, "where a power is given by a statute to do a certain thing in a certain way, the thing must be done in that way or not at all. Other methods of performance are necessarily forbidden."

(8) It is clear from a reading of Section 176(6) of the Companies Act that the only proxy which is required for the purposes of enabling a person to cast his vote which is provided is in the form set out in Schedule IX. That proxy cannot be added on to or subtracted from. No special proxy form issued by any body of persons which adds to requirement of proxy, by imposing any condition, or requiring it to be on specific proxy paper can be sustained in law. Rules 6(c), 7 and 8 purport to do exactly the thing which the statute does not require or permit. The respondents seek to do what the statute necessarily forbids.

(9) Inasmuch as the respondent is bound by the provisions of the Companies Act, it cannot have any rules which by necessary intendment or implication make a variation between what the statute permits and what the respondent would like to do. There may be reasons as far as the company is concerned for attempting to vary the requirement of the proxy, but in the face of the prescribed statutory form such special proxies are of no avail.

(10) Section 9 of the Companies Act has been referred to by both the parties before me. Section 9 in my view is nothing but reiteration of the principle which has been laid down in the aforesaid judgment of the Privy Council. It makes clear specifically with reference to the Companies Act what is clear even otherwise, that no action which is contrary to the terms of the statute can be sustained in law. Fine distinctions, if any, with respect to the meaning of "repugnancy" need not be considered in the matter which is so clear as this one.