GENERAL COMMERCE LIMITED Vs. APPAREL EXPORT PROMOTION COUNCIL

JUDGEMENT

(1.) By this order I propose 40 deal with I.A. No. 4157 of 1989 in suit No. 1464 of 1988, being an application under Order 39 Rules I and 2 of the Code of Civil Procedure by which it is prayed that the respondents, their servants, agents be restrained from enforcing or implementing the impugned Election Rules, said to have been passed by the Executive Committee of the respondent at its meeting held on 4-8-1988, particularly rules C-6, 7 and 8 thereof.

(2.) 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.

(3.) 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 provided a company not having a share capital shall not be able to have proxies as the manner of voting by its members unless its articles so provide. The respondent which is a guarantee company has provided in its articles that it lhall be permissible for members to vote byproxy. In this view of the matter Section 176 of the Companies Act will apply to the respondent company. Section 176 of the' said Act reads as under :-