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5. Turning then to the arguments of Mr. Cooper that it was the duty of the chairman to demand the poll, I do not find any provision either in the Act and the Rules or the articles of association which cast such obligation on the chairman of the meeting. It is not possible to agree with Mr. Cooper that in every meeting it is necessary for the chairman to ascertain the sense of the meeting by ordering a poll, although in a given case the situation may be such that an obligation on the part of the chairman could be spelt out. In my opinion, the reliance placed on the decision in the Second Consolidated's case [1943] 2 All ER 567 (Annotated) is misconceived. The facts of the said case were rather peculiar and, therefore, I am reproducing the same in detail. There the defendant company wished to alter the conditions under which its debenture stock was held, pursuant to the provisions of the trust deed securing that stock. In order to do so it was necessary to pass an extraordinary resolution which was a resolution which had to be passed by a three-quarters majority at a duly convened meeting at which the holders of a clear majority in value of the stock were present in person or by proxy. The trust deed further stated that on a show of hands stockholder present only by proxy should no vote. The meeting was duly convened and with the notice thereof was sent a form of proxy to all the stockholders whereby they could indicate the specific manner in which they wished their votes to be used. At the meeting the fourteen persons present in person were unanimously in favour of the resolution, but they did not constitute a quorum unless the proxies were counted in. The proxies were such that, if a poll was demanded and the proxies used for the purpose of the vote, the resolution could not be passed. The resolution was passed by the stockholders present in person; the chairman, aware of all the facts and acting bona fide, did not demand a poll. The plaintiff stockholders contended that the meeting was not duly constituted, and, alternatively, that the proceedings were irregularly conducted and that the resolution was invalidly passed. In these circumstances, it was held by Uthwatt J. that upon the true construction of the trust deed the power of the chairman to demand a poll was not a personal right to be exercised according to his wishes. He was under a legal duty so to exercise that right that effect was given to the real sense of the meeting and, in the circumstances of this case, particularly in view of the fact that the persons present did not form a quorum, the chairman ought to have demanded a poll and used the proxies. Thus, the observations of Uthwatt J. do not held the petitioners in any way and, therefore, their challenge to the resolution of 1989 must be rejected.