The main legal point established in the judgment is that a power of attorney executed by the first holder in respect of shares held jointly is valid and considered as a proxy if it contains all the requisite particulars set out in the form in Schedule IX of the Companies Act, 1956.

DEVADHAR J. P. , J.

( 1 ) WHERE the shares of a company are held jointly, whether a power of attorney executed by the first holder empowering a specified person to vote in respect of the shares held jointly is valid and whether a power of attorney is a proxy are the main issues raised in this appeal. The chairman presiding over the 28th Annual General Meeting of the appellant no. 1 company ruled that the votes cast by the power of attorney holder in respect of shares held jointly are invalid because, firstly, the power of attorney is executed by the first holder only and not by both the joint shareholders and secondly, the votes cast were in excess of the number of shares set out in the power of attorneys. The learned company Judge reversing the ruling of the chairman held that the power of attorney executed by the first holder is valid. The learned Company Judge held that the power of attorney is a proxy and that the votes cast by the power of attorney holder to the extent of the number of shares specified in the power of attorney are valid. Hence this appeal.

( 2 ) THE appellants are the original respondent Nos. 1, 2 and 4. The respondent Nos. 1 to 7 are the original applicants and the other respondents are original respondent Nos. 8 to 13. The appellant No. 1 ('the company' for short) was incorporated on 6/3/1967 as a private limited company by shares and with effect from 17/8/1988 it is a deemed public company limited by shares by virtue of section 43-A of the Companies Act, 1956 ('act' for short ). The respondent Nos. 1 to 7 (the applicants' for short) at the relevant time held approximately 28% of the total share holdings and the respondent Nos. 2 to 13 held the remaining 72% of the shares of the company.

( 3 ) THE applicants had filed Company Petition No. 77 of 1990 in this Court under sections 397 and 398 of the Act seeking appropriate reliefs under sections 402 and 403 of the Act. In view of certain allegations regarding the conduct of extra-ordinary general meeting of the company held in 1990, the parties approached this Court seeking appointment of a person as Chairman for conducting the Annual General Meeting of the company. Accordingly, Justice rege, former Judge of this Court was appointed as Chairman from time to time and he has conducted the 24th, 25th and 26th Annual General Meeting of the company.

( 4 ) THE 28th Annual General Meeting of the company was held on 30th november, 1994 as per the notice dated 2/11/1994. Justice Rege presided over the said meeting as Chairman as per the order passed by this Court. In the said Annual General Meeting, one of the scrutineers appointed by the chairman objected to the votes cast by Mrs. Hirji as power of attorney holder of applicant Nos. 4 and 5. The first objection was that both the power of attorneys have been executed in favour of Mrs. Hirji by the first holder only and not by both the joint shareholders, i. e. in respect of shares held jointly by applicant Nos. 4 and 5 the power of attorney dated 27-3-1990 is executed by applicant No. 4 only and in respect of shares held jointly by applicant Nos. 5 and 4 the power of attorney dated 27-3-1990 has been executed by the applicant no. 5 only. The second objection raised was that the power of attorney holder had voted in excess of the number of shares authorised under the respective power of attorneys. Mrs. Hirji voted in respect of 4301 shares even though she was empowered under the two power of attorneys to vote in respect of 4208 (3208 + 1000) shares.

( 5 ) THE Chairman after considering the objection as well as the reply filed by applicants gave his ruling which reads as follows:-

"per Chairman: heard the scrutineers the objection by Shri Dayal and reply thereto by Shri D. Kavasmaneck taken on record. Power of attorney for 3208 shares by Percy Kavasmaneck in favour of Mrs. Hirji held invalid as admittedly out of the said 3208 shares - a lot of 2299 shares are held jointly by Percy and Aban Kavasmaneck when the