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TMI Blog1963 (7) TMI 57X X X X Extracts X X X X X X X X Extracts X X X X ..... merely an innocuous misdescription, and it is suggested that otherwise the form of proxy complies with the articles and that all his votes ought accordingly to be admitted. Against that, it is contended by the defendants that an annual general meeting is a kind of meeting which is given special statutory recognition and a kind of status of its own by section 131 of the Companies Act, 1948, and that under the statute, as well as under the articles of this company, certain business is proper to be conducted at an annual general meeting and only at the annual general meeting. Reference was made to section 159 of the Companies Act, 1948, relating to auditors, and article 60 provides for the election of directors at the annual general meeting in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... set out in Table A. Indeed, I think, in all essentials, this form of proxy is the usual form. Mr. Finer has urged upon me that, in the case of a public company, the usual form of proxy nowadays would be the form which enabled the giver of the proxy to indicate in what way he required the proxy holder to vote. It is quite true that the rules of the Stock Exchange require that where a company itself sends out the proxy form those proxy forms shall be in a certain form, but this was not a proxy form sent out by the company itself. This was a proxy form which came from the shareholders, or from some body engaged in organising the voting of a body of shareholders. A mere misprint or some quite palpable mistake on the face of the document does ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this form of proxy were invalid. With regard to the second proxy holder, it has been argued on the one hand by Mr. Monroe for the plaintiff that where one has a form of proxy which provides for two forms of instructions on the part of the shareholder, those instructions arc purely n. matter between him and the proxy and the company is not concerned with them at all. He says that the second proxy holder was authorised by those who appointed him as their proxy to vote on their behalf at the meeting, and that, so far as the company is concerned, that is an end of the matter. The company cannot go behind his votes to see whether the shareholder had indicated the way in which the vote was to be cast as something which the company could approv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ow many votes he was purporting to cast in support of the resolution. Mr. Finer says that there are three possible views. Either he was purporting to cast the 934,058 votes which he was authorised to cast in favour of the resolution, and also the 55,591 which he was directed to cast against the resolution, and he was casting all those votes in support of the resolution, or he was merely casting in support of the resolution the 934,058 votes, or he was casting in support of the resolution the difference between 934,058 and 55,591. It seems to me that the natural interpretation of what he did was that, ignoring the 55.591 which are not material in the result, he did intend at least to cast in favour of the resolution all the votes he could po ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an opportunity of reconsidering what the majority in the company really desire in the matter of the board. It has been urged that I should not grant an injunction to restrain them from acting as directors in view of the changed circumstances, and reliance was placed by Mr. Finer on the views expressed by the Court of Appeal in Harben v. Phillips [1883] 23 Ch. D. 14. C.A. But the facts in that case seem to me to be different from the facts here. I am being invited to treat this motion as the trial of the action, and I have to decide what in law was the result of the resolutions which were passed at the meeting on October 16. I reach the conclusion that, as a result of these resolutions, the two personal defendants were removed from offic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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