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(f) The representatives of the consultant M/s.Deloitte Haskins Sell reached Tuticorin on 2.6.2008 and the last date for submission of Proxy Forms was prescribed as 3.6.2008. The verification of Proxy Forms commenced on 3.6.2008 and continued till late night of 4th June, 2008. During scrutiny of the Proxy Forms, it was noticed by the consultants that in some cases, a shareholder had executed more than one proxy in favour of more than one person, to act individually and not jointly and severally. In view of this, the Chairman directed the Company Secretary to explore the possibility of contacting the shareholders and finding out their final intention, so that no member is deprived of the right to vote. But such a possibility appeared to be remote and hence the Chairman considered the legal aspects and took the following decision:-
(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 thereat by proxy, every office 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 vote at the meeting by proxy.

82. But when two proxy holders stake rival claims, the Chairman would only have two options viz., (i) either to contact the shareholder and get a confirmation as to which of the two proxies would terminate the other or (ii) to take a decision on the spot, depending upon the information filled up in both the proxy forms, if he is unable to contact the shareholder.

83. While exercising the second option, out of necessity, it is not possible for the Chairman of a meeting to conduct a roving enquiry, as to whether both the proxy forms were filled up by the shareholder himself, indicating the date and time thereon or whether the date and time were filled up by the proxies themselves and if so, which of the 2 should be taken to be valid. Section 176 (5) merely requires a proxy to be in writing and to be signed by the appointer. If a blank proxy form duly signed by the shareholder is handed over to a person, it would mean in the normal circumstances that apart from the authority to attend a meeting and vote in a poll thereat, the proxy holder was also conferred with the authority to fill up the blanks in the form. Therefore in such circumstances, the Chairman would be discharging his duties properly if he goes by the date indicated in both the proxies. It would not be necessary nor is it possible for him to conduct an enquiry to go beyond the dates indicated therein and find out which of the 2 forms were executed later. Similarly, if both forms carry the same date, the Chairman would have no alternative except to declare both as invalid.

85. Therefore, the question as to which proxy was executed earlier and which was executed later in point of time, when one or both of the forms had been handed over by the shareholder unfilled up or when both bear the same date, would be a highly contentious issue. The same cannot be expected to be decided by the Chairman of the meeting, given the time constraint. Therefore, if the Chairman simply goes by the dates indicated in both the forms and allows the proxy holder holding the form that carries a later date, he cannot be found fault with. Similarly, if the Chairman rejects both the forms on the ground that both carry the same date, the said decision cannot also be said to be arbitrary or illegal. Theoretically it can be argued that a proxy executed at 11.00 A.M., on a day, revoked by implication, the one executed at 10.59 A.M., on the same day. But it would be too much to expect the Chairman of a meeting to hold an enquiry about the time at which the proxies could have been executed by the shareholder. Though the right to vote is a valuable right conferred by statute, a shareholder who distributes proxies like pamphlets because of being fickle minded or trades with them at the time of elections, by executing more than one proxy, cannot be allowed to contend later on that he lost a valuable right.