Voting entitlement under Section 79(1)(e) prevails over inconsistent articles; voting fixed by original transfer book closure date.

Section 79(1)(e) operates to displace any article of association that restricts a member's right to vote based on a continuous two month registration requirement; inconsistent articles cannot deprive a registered member of the statutory vote. An adjourned meeting is treated as the same meeting originally convened for determining voting entitlement, so the relevant cut off is the material date when transfer books were closed for the original meeting. Accordingly, only members on the register as at that closure date are entitled to vote at the adjourned meeting, notwithstanding later entries caused by the adjournment.

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Issues: Whether section 79(1)(e) of the Indian Companies Act overrides an article in the articles of association which restricts voting rights of shareholders until their names have been on the register for two months, and, if so, which shareholders are entitled to vote at the adjourned annual general meeting originally convened for 31st December, 1950.

Analysis: The Court analysed the interplay between the statutory provision and the company's articles. It examined whether an article requiring a continuous two-month registration period before a member is entitled to vote can operate contrary to section 79(1)(e). The Court considered the procedural history of adjournments of the meeting originally summoned for 31st December, 1950, the effect of closure of transfer books under the articles, and the equitable consequences of permitting shareholders entered after the material date to vote due to adjournments caused by parties. The Court concluded that section 79(1)(e) cannot be undermined by inconsistent articles, and that an adjourned meeting remains the same meeting originally convened for determining entitlement to vote; accordingly the material date for determining persons entitled to vote is the date fixed by the articles for closure of transfer books prior to the original meeting date.

Conclusion: Section 79(1)(e) of the Indian Companies Act overrides Article 48; a shareholder whose name is entered in the register cannot be prevented by an article from exercising the right to vote. For the meeting originally convened for 31st December, 1950 (with transfer books closed 17th December, 1950), only those shareholders whose names were entered on 17th December, 1950 are entitled to vote at the adjourned meeting. The appeal is allowed and the order under review is set aside.

Ratio Decidendi: Section 79(1)(e) of the Indian Companies Act prevails over inconsistent articles of association, and the entitlement to vote at an adjourned meeting is determined with reference to the material date for closure of transfer books applicable to the originally convened meeting.

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