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TMI Blog1989 (11) TMI 230X X X X Extracts X X X X X X X X Extracts X X X X ..... d by the executive committee of the respondent at its meeting held on August 4, 1988, particularly rules 6( c ), 7 and 8 thereof. It is not disputed by the parties that the respondent, Apparel Export Promotion Council, is a guarantee company within the meaning of section 25 of the Companies Act. It is also not disputed between the parties that, being a guarantee company, unless the articles of its association so provide, there is no right to vote by proxy. As far as the respondent is concerned, its articles do provide for voting at the annual general meeting of the society by means of proxies. Section 176 of the Companies Act deals with proxies, and it is laid down in section 176(1)( a ) that, if the articles of association so provide, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his sub-section as respects any meeting, every officer of the company, who is in default shall be punishable with fine which may extend to five hundred rupees. (3) Any provision contained in the articles of a public company or of a private company which is a subsidiary of a public company, which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eriod beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days' notice in writing of the intention so to inspect is given to the company". Mr. Goyle who appears for the petitioner relies upon the provisions of section 176(6) of the above Act which lays down that any instrument of proxy which is in the form set out in Schedule IX, shall not be called in question on the ground of failure to comply with any special requirements specified for such instrument by these articles. It is the case of the petitioner that, by the aforesaid resolution passed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r proxy in lieu of the earlier one and only such proxy as subsequently issued in the manner as referred to shall be valid. The earlier proxy shall be invalid. 8. In case a member intends to revoke the proxy which has been utilised by the said member, he can do so. In such a situation, he can have a duplicate printed proxy from the office of the Secretary of the Council. For this purpose, he will be required to make an application on his letter head duly signed saying therein that the earlier proxy stands revoked. The Secretary shall issue a fresh proxy and the revoked proxy shall be invalid and cannot be used for any purpose. Rule 6( c ), therefore, requires that the proxy appointed through an instrument other than the printed instrumen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd 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. Section 9 of the Companies Act has been referred to by both the parties before me. Section 9, in my view, is nothing but a 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 mat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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