(V. Gopala Gowda and Arun Mishra, JJ.)
Chongtham Ramananda Singh __________________________ Appellant
v.
Keithellakpam Nabakanta Singh ______________________ Respondent
Civil Appeal No(S).1472 of 2016, decided on February 16, 2016
[@SLP(C) NO(S).17157 of 2015]
The Order of the court was delivered by
Order
1. Heard learned senior counsel for the parties.
2. Leave granted.
3. Correctness of the judgment and order dated 25.05.2015 passed by the High Court of Manipur at Imphal in CRP No.26 of 2014 wherein the High Court, in exercise of its power under Article 227 of the Constitution of India, setting aside the order dated 21.05.2014, passed by the learned Presiding Officer, State Cooperative Tribunal, Manipur in Cooperative Appeal Case No. 1 of 2014 by recording its findings, is under challenge in this appeal urging various factual and legal contentions. Since the High Court in its judgment has adverted to the relevant necessary facts, there is no need for us to advert to the same except referring to the findings and reasons recorded by the High Court.
4. The respondent herein filed Cooperative Appeal Case No. 1 of 2014, questioning the authority of the Chairman of the Manipur Milk Producers’ Cooperative Union Ltd., who has, by notice/notification dated 17.01.2014, published in the newspaper, called for Special General Body Meeting to consider certain agendas including Agenda Item No.5 regarding extension of terms of the contract of engagement of Managing Director and Senior Executive of the Union. Agenda 5 reads as under:
“To review the proceedings of the emergency meeting of the Board of Director dated 14.11.2003 and approval of the Registrar, Co-operative Societies Letter No. P.COOP/68-86(Pt. II) dated 09.12.2013-regarding extension of the Terms of Contract engagement of Managing Director & Senior Executive of the Union.”
5. The State Cooperative Tribunal, Manipur (for short ‘the Tribunal’), after considering the factual and rival legal contentions and adverting to the provisions of Section 76(1) and (2) of the Manipur Co-operative Societies Act, 1976 (for short ‘the Act’) read with Bye-Laws of the Manipur Milk Producers’ Co-operative Union Ltd (for short ‘the bye-laws’) especially clauses 15.4 and 26.2.15 of the bye laws, held that convening of the Special General Body Meeting on 03.02.2014 at 11.00 A.M. in the office premises of the Manipur Milk Producers’ Cooperative Union Ltd. (for short ‘the Union’) on the basis of the requisition dated 06.01.2014, received by the Chairman of the Union, from its members to deliberate certain subjects which were mentioned as agenda items in the notice/notification referred to supra, is valid and legal. The contention urged by learned senior counsel appearing on behalf of the respondent is that Section 76(2) of the Act and clauses 15.4 and 26.2.15 empowers the Managing Director and he alone is authorised to convene the Special General Body Meeting. Therefore, the Chairman of the Union is neither empowered to convene Special General Body Meeting nor to conduct the meeting and deliberate the proceedings on the agenda items particularly Agenda Item No. 5 for extending the term of the Managing Director of the Union.
6. The Tribunal has, after hearing the rival legal contentions urged by the parties and after elaborately adverting to the relevant provisions of the Act and clauses 15.4 and 26.2.15 of the bye-laws has made reference to clause 2.12 which provides that General Meeting includes Special and Ordinary Annual General Meeting. The contentions urged on behalf of learned counsel for the respondent was examined by the Tribunal after formulating the points for its consideration viz., what are the powers of the Chairman of the Union under bye-laws of the Union and whether the Chairman was approved by the Registrar, Cooperative Societies and is empowered to issue notice/notification dated 17.01.2014, whether the same is in compliance of clauses 15.4 and 26.2.15 of the bye-laws and whether the impugned notice/notification dated 17.01.2014 was served on its members and whether the words ‘Special Annual General Meeting’ ought to have been used instead of ‘Special General Body Meeting’ and the notice/notification was void.
7. All the aforesaid points were answered by the Tribunal by recording its reasons after adverting to the relevant provisions of the Act and the bye-laws by holding that approval letter No. P-Coop/68/86(Pt.) dated 11.09.2013 of the Additional Registrar, Cooperative Societies, Manipur (for short ‘the Registrar’) was passed under Section 78(8) of the Act. The same cannot be gone into as the appeal against such an order lie to the State Government and not to the Tribunal. Therefore, the Tribunal held that it has no jurisdiction to entertain the said appeal. Learned counsel for the respondent contended that clause 15.4 of the bye-laws was violated in issuing the notice dated 17.01.2014 on the ground that it was not affixed on the notice board of the Union and that no recommendation was made by the Board of Directors. After proper interpretation of clause 15.4 of the bye-laws the Tribunal held that the Chairman was authorised to issue notice/notification of Special General Body Meeting. While recording such a finding the Tribunal, after examining the requisition notice in writing by a total number of 115 members out of 229 registered members of the Union, which is more than 1/5 of the members of the Union, found that the members have submitted request for holding Special General Body Meeting of the Union and the document i.e. requisition in writing by members for holding Special General Body Meeting, is not in dispute. Therefore, the Tribunal has held that clause 15.4 of the bye-laws and Section 76(1) of Act were fully complied with in enabling the Chairman to issue the notice/notification dated 17.01.2014 convening the Special General Body Meeting as the Chairman of the Union is also an officer in terms of Section 2(21) of the Act for issuing Special General Body Meeting notice and the said meeting notice was issued within one month of the requisition received by the Chairman, as provided under clause 15.4. of the bye-laws. Separate requests in writing vide requisition dated 06.01.2014, 07.01.2014, 08.01.2014 15.01.2014 and 16.01.2014 respectively were made and notice/notification was issued on 17.01.2014, which is within one month of the requisition. Therefore, the Tribunal has rightly dismissed the appeal filed by the respondent.
8. Correctness of the same is questioned before the High Court by filing CRP No.26 under Article 227 of the Constitution of India, contending that the said findings are not only erroneous in law but also are in contravention of clauses 26.2.15 and 2.12 of the bye-laws.
9. Mr. R. Basant, learned senior counsel appearing for the respondent invited our attention to the provisions of Section 76(1) and (2) of the Act as well as clauses 15.4 and 26.2.15 of the bye-laws, in support of his contention. He submitted that all the aforesaid provisions must be construed and interpreted harmoniously to achieve the purpose of the Act. The Managing Director of the Union is an officer in terms of Section 2(21) of the Act. Section 2(21) of the Act and clause 15.4 of the bye-laws empower the Managing Director to convene a General Body Meeting. As per clause 2.12 General Body Meeting also includes Special General Body Meeting. Therefore, the requisition received by the Chairman of the Union should have been forwarded to the Managing Director calling upon him to convene the Special General Body Meeting. However, instead of doing that, the Chairman himself had convened the meeting on receipt of requisition of more than 1/5 members of the Union. Therefore, the meeting notice and the decision taken on 03.02.2014 is illegal and perverse. This aspect of the matter has not been taken into consideration by the Tribunal.
10. The aforesaid contentions have already been answered by the High Court by referring to the decision of this Court in a batch of cases in Mohammed Moinuddin v. Commissioner for Cooperation and Registrar of Cooperative Societies, (2014) 8 SCC 661. In this case, this Court was dealing with the Andhra Pradesh Cooperative Societies Act, 1964 and Society concerned was a Cooperative Society. The Society was to be regulated only as per the bye-laws of the Society. The founder members who have paid the value of the land purchased by the Society, would only be entitled to distribution of land entirely among themselves. Such a claim was turned down by the this Court on the ground that land having been purchased by the Society, it vested in it and therefore, it was for the society to deal with it in accordance with the cooperative principles, object of the Society and as per its bye-laws. Therefore, with reference to the aforesaid decision, the High Court has held that it is the Managing Director of the Union, who has been conferred with the powers under clause 26.2.15 to convene the Special General Body Meeting of the Union. He is the only person authorised to convene the meeting of the Board of Directors, as required under the bye-laws to convene the general meeting as and when directed by the Board of Directors on receipt of requisition from requisite number of members of the Union or requisition from the Registrar. Therefore, convening of the meeting by the Chairman is in contravention of the statutory provisions of sub-section (1) and (2) of Section 76 of the Act. Therefore, the decision rendered by the Tribunal is erroneous in law.
11. Learned counsel for the respondent has further referred to the decision of this Court in the case of Ispat Industries Ltd. v. Commissioner of Customs, Mumbai, (2006) 12 SCC 583, in support of his submission. In this case, there was a conflict between the parent Act and the Rules made under the Act. The High Court has held that insofar as the present case is concerned, there is absolutely no conflict between the parent Act and the bye-laws and hence this decision has no application to the present case.
12. Learned counsel also relied upon another decision in the case of Veena Akumar Tandon v. Neelam Bhalla, (2007) 12 SCC 764. In this case, there was conflict between the Maharashtra Cooperative Societies Act and the bye-laws of the Society. The High Court held that those provisions in the bye-laws which run contrary or are inconsistent with the provisions contained in the statute have to be treated as invalid. It held that this decision also has no application to the facts of the present case.
13. Learned senior counsel appearing for the respondent has placed reliance upon Section 2(21) of the Act and clauses 2.12, 15.4 and 26.2.15 of the bye-laws. He contended that the Managing Director is empowered to convene the said Special General Body Meeting as it comes within the definition of the meeting as defined under clause 2.12 of the bye-laws. The said conclusion arrived at by the High Court in exercise of its power under Article 227 of the Constitution is erroneous in law for the reason that the same is in contravention of the provisions of Section 76(1) and (2) of the Act and above clauses of the bye-laws.
14. In view of the admitted fact that the requisitions in writing were received by the Chairman of the Union on different dates and the Chairman, being the officer, as defined under Section 2(21) of the Act, which is referred to in sub-section (1) of Section 76 of the Act to convene the meeting, has convened the meeting within one month from the date of receipt of the requisitions to consider various agenda items particularly Agenda Item No. 5 and the same is deliberated upon for extending the period of contract, the appointment of the Managing Director by extending his contractual period in the Special General Body Meeting of the Union is perfectly legal and valid. Therefore, the challenge of such Special General Body Meeting on various counts by the respondent which have been elaborately adverted to in the order passed by the Tribunal, is unnecessarily interfered by the High Court, which order is vitiated in law. Hence the same is liable to be set aside and is set aside accordingly. Hence, the order passed by the Tribunal is restored.
15. The appeal is allowed in the aforesaid terms.
16. All pending applications are disposed of.
SUPREME COURT OF INDIA
RECORD OF PROCEEDINGS
Petition(s) for Special Leave to Appeal (C) No(s). 17157/2015
(Arising out of impugned final judgment and order dated 25/05/2015 in CRP No. 26/2014 passed by the High Court Of Manipur At Imphal)
Chongtham Ramananda Singh … Petitioner(s);
v.
Keithellakpam Nabakanta Singh … Respondent(s).
(With appln.(s) for permission to bring additional facts and documents on record and permission to bring on record subsequent event and additional documents and permission to place additional documents on record and vacating stay and interim relief and office report)
(For final disposal)
Decided on February 16, 2016
(Before V. Gopala Gowda and Arun Mishra, JJ.)
For Petitioner(s)
Mr. Sanjay R. Hegde, Sr. Adv.
Mr. Ahanthem Henry, Adv.
Mr. Ahanthem Rohen Singh, Adv.
Mr. Vivek Kumar, Adv.
Mr. Rajiv Mehta, Adv.
For Respondent(s)
Mr. R. Basant, Sr. Adv.
Lenin Hijam, Adv.
Mr. S. Gowthaman, Adv.
UPON hearing the counsel the Court made the following
ORDER
17. Leave granted.
18. The appeal is allowed in terms of the signed order.
19. All pending applications are disposed of.
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