Proxy authenticity and stamping of foreign-executed instruments upheld, allowing the associated votes to be counted.

A proxy executed by an overseas shareholder was found genuine after the Court compared the disputed signatures with admitted signatures, related proxy documents and a later affidavit, and the surrounding circumstances supported attribution to the signatory. The votes attached to that proxy were therefore counted in favour of the respondent group. On stamping, the Court held that a proxy executed outside India and received in India could be stamped within the statutory period under section 18 of the Indian Stamp Act, 1899, and that section 35 did not bar reliance on it once properly stamped before use. The challenge to the proxy and the resulting vote count failed.

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Issues: (i) whether the proxy executed by Rampal Singh was genuine and could be acted upon for counting votes in the company meeting; (ii) whether the proxy was invalid for want of proper stamping under the Stamp Act.

Issue (i): whether the proxy executed by Rampal Singh was genuine and could be acted upon for counting votes in the company meeting.

Analysis: The signatures on the disputed proxy were compared with admitted signatures in the proceedings book, the connected proxy of Kartar Singh, the accompanying letter, and the affidavit subsequently affirming the proxy. The variation in signatures was found to be explainable by lapse of time and age. The surrounding circumstances, including reciprocal attestation of the two proxies and the consistent signatures across the documents, supported authenticity.

Conclusion: The proxy was held to be genuine and the votes attached to it were directed to be counted in favour of the respondent group.

Issue (ii): whether the proxy was invalid for want of proper stamping under the Stamp Act.

Analysis: The proxy was executed outside India and received in India on 23 May 1977. The required stamp was affixed on 19 August 1977, within the period allowed by section 18 of the Indian Stamp Act, 1899. The Court held that section 18 applied and that section 35 had no application on the facts, as the instrument was properly stamped before being acted upon.

Conclusion: The proxy was held to be validly and properly stamped and could be relied upon.

Final Conclusion: The challenge to the proxy failed on both factual and legal grounds, and the election-related vote count in favour of the respondent side was sustained.

Ratio Decidendi: An instrument executed outside India may be acted upon if it is stamped within the statutory period after first receipt in India, and its genuineness may be upheld where the surrounding documents and circumstances consistently support the signature attribution.

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