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7. Sir Jamshedji has strongly relied on two very recent decisions of the English Court. One is commissioners of Inland Revenue v. James Hodgkinson (Salford) Ltd. and the other is Commissioners of Inland Revenue v. Monnick Ltd. In the first case the question that Mr Justice Croom-Johnson was considering was whether a shareholder of that particular company could by a power-of-attorney transfer his share to the directors of the company, and all that Mr. Justice Croom-Johnson held was that such a transfer was not valid and therefore the director was not entitled to exercise the votes of the shareholder and therefore those voted could not be considered in determining whether the company was a director-controlled company or not. Under the articles of association, votes could be transferred by valid proxies, and Mr. Justice Croom-Johnson has referred to these articles and has come to the conclusion that as votes were not transferred by proxies but by a power-of-attorney, the votes could not be exercised as laid down by the articles of association. Sir Jamshedji says that the very fact that Mr. Justice Croom-Johnson considered the question of votes being transferred by proxies leads one to the conclusion that in the opinion of the learned Judge the only material fact was not the holding if shares by the directors on the register of shareholders. According to Sir Jamshedji, even though a director may not hold certain shares on the register of shareholders, still he could exercise the votes represented by those shares if the shareholders had validly transferred those votes to the directors by proxies, and if those votes had been transferred, in the eye of the law the directors on whose favour the proxies were executed must be deemed to have control over those votes. Now, one must always read a decision as deciding what actually decides. Mr. Justice Croom-Johnson was not called upon, with respect, to decide what the position had been if the shareholder had executed a valid proxy. The only narrow question that arose for his determination was whether the power-of-attorney executed by the shareholder validly transferred the voting right to the director, and that question he decided as I have already indicated. In the other case the two directors had 500 shares each out 2,000 shares and there was a provision in the articles by which the directors could appoint one of the directors to be the chairman of the company, in which case he would have a casting vote. If no such appointment was made, the chairmen had to be elected at the general meeting, and the question was whether the directors could be considered to have a controlling interest inasmuch as they were in a position to nominate one of the directors as chairmen, who would then have a casting vote and would thereby have a majority of voted. The special commissioners held that they ought to have regard only to the facts as they existed at the general meetings of the company, and that the casting vote at those meetings was exercisable by the person who was in fact chosen as the chairmen, and who was not a director, and that therefore the company was not a director-controlled company during the relevant period Therefore, under the articles, this particular vote was exercisable by the chairman of the meeting, and the question had to be considered as to who had the right to exercise this vote, and on the facts of that particular case the Special Commissioners came to the conclusion to the conclusion that that vote was exercised by a person other than a directors because it was a person elected at the meeting as chairmen who could exercise that vote. I do not think that this case in any way militates against the principle of law enunciated in the earlier decisions to which I have referred. In this particular vote was not represented by a share, but was the result of a certain office held at the meeting. But the emphasis still is on the vote and not on whether the vote can be exercised or not.