COMMISSIONER OF EXCESS PROFITS TAX Vs. JEEWANLAL LTD

JUDGEMENT

(1.) IN this reference we are required to give our opinion on the following question : - -

(2.) THE first directors were Mr. Jeewanlal Motichand and Mr. Ramji Hansraj nominated by the respondent company, and Mr. L. G. Bash, Mr. C. G. Bowen and Mr. R. E. Powell nominated by Aluminium, Ltd. THE articles also provide that the directors nominated by Aluminium, Ltd., were entitled to retain office for life. All the life directors except Mr. Bash ultimately retired. Mr. Bash continued in that office. By several resolutions passed by the directors of Aluminium, Ltd., between 23rd May, 1935, and 20th October, 1942, it was resolved that Aluminium Ltd., "a corporation organised and existing under the Companies Act of the Dominion of Canada, hereby constitutes and appoints Mr. Lawson G. Bash its true and lawful agent and attorney -in -fact for it and in its name, place and stead to vote and/or from time to time to appoint special or general proxy to vote the said shares on behalf of Aluminium, Ltd., at any general or special meetings of the shareholders of Jeewanlal (1929), Ltd."

(3.) ON behalf of the CIT, a point was taken by Dr. S. K. Gupta that Article 90 in the Articles of Association was ultra vires the Indian Companies Act and, therefore, was invalid, and consequently the power -of -attorney given to Mr. Bash was of no effect. Counsel referred to s. 80 of the Act, which is as follows : - -