ORDER Pandey, J. This petition under Article 226 of the Constitution is mainly directed against certain resolutions of the Board of Directors of the Chhindwara Co-operative Central and Land Mortgage Bank Ltd., Chhindwara (hereinafter called the Bank), dated 12th August 1961 by which the petitioners were removed from certain offices of the Bank held by them and the respondents Nos. 11, 12, 13 and 14 thereupon filled those offices. The petitioners and the respondents Nos. 9 to 35 were Directors of the Bank, They were also elected members of the Working Committee. In addition, the petitioners Nos. 1 and 4 were elected Honorary Joint Secretaries and the petitioner No. 2 was elected Honorary Secretary of the Bank. The respondent No. 9 was the elected Chairman of that Bank. It may be mentioned here that formerly the respondent No. 10 was the elected Honorary Secretary of the Bank, but he lost that office in consequence of a vote of non-confidence passed against him by the Board of Directors (hereinafter called the Board). It was then that, on 2Sth May 1961, the petitioner No. 2 was elected to hold that office. At a meeting of the Board dated 2nd April 1961, the question whether the petitioner No. 1 should be expelled under Bye-law 9 was considered because it was alleged that he had caused to be drawn from the Bank a false traveling allowance and had thus willfully deceived the Bank within the meaning of Bye-law 9 (a) (ii) and he had also taken a loan from the Bank and thereby intentionally jeopardized its financial position within the meaning of Bye-law 9 (a) (v). The Board decided by 16 votes against 11 that the petitioner No. 1 should not be expelled. The same matter again came up for consideration in a meeting of the Board dated 30th April 1961 when it took the view that it was not legal to reconsider that matter. It appears that the matter was communicated to the Registrar who, in his letter dated 11th July 1961, referred to the allegations against the petitioner No. 1 and advised that proper action should be taken against him under provisions of Bye-law 37 (6). Thereupon, the respondent No. 9 (President), on his own initiative, convened a meeting of the Board for 12th August 1961.
Thereupon, the respondent No. 9 (President), on his own initiative, convened a meeting of the Board for 12th August 1961. The agenda for that meeting was the consideration of the Registrar's letter relating to the action suggested against the petitioner No. 1 and such other matter as might be permitted to be taken up by the Chairman of that meeting. The petitioner No. 2 (Secretary) then unsuccessfully moved the Registrar by means of several communications and a telegram to recall his letter dated 11th July 1961. In the meantime, on 27th July 1961, the petitioner No. 2 had asked the Manager to call a meeting of the Working Committee for 5th August 1961. On learning about this, the respondent No. 9 (President) repeatedly wrote to the petitioner No. 2 not to convene a meeting of the Working Committee for consideration of the Registrar's letter which was scheduled to be taken up by the Board on 12th August 1961. But the petitioner No. 2 paid no heed. Thereupon, the respondent No. 9 sent a telegram to the Registrar who telegraphically advised that, as Chairman, be could cancel the meeting of the Working Committee called against his directions. However, it transpired that the meeting of the Working Committee was actually held on 5th August 1961 when the Committee decided to cancel the meeting of the Board called for 12th August 196$ and also held that the making of two allegations against the petitioner No. 1 was illegal. Thereupon, the petitioner No. 2 intimated to the Directors that they should not attend the meeting of the Board called for 12th August 1961 because it had been cancelled by the Working Committee. Even so, all the Directors attended the meeting, for which police protection had been sought and obtained because it was apprehended that it might not be allowed to hold peacefully. The Collector too was personally present in that meeting which passed several resolutions. By resolution No. 1, the petitioner No. 1 was removed from the offices of a Director of the Board, a member of the Working Committee and an Honorary Joint Secretary of the Bank, He was also removed from the various committees to which he was elected or nominated and from the co-operative institutions in which he represented the Bank.
By resolution No. 1, the petitioner No. 1 was removed from the offices of a Director of the Board, a member of the Working Committee and an Honorary Joint Secretary of the Bank, He was also removed from the various committees to which he was elected or nominated and from the co-operative institutions in which he represented the Bank. By resolution No. 2, like action was taken against the petitioner No. 2 and, by resolution No. 3, the petitioners Nos. 3 and 4 were similarly removed from the various offices held by them. By resolutions Nos. 6 and 7, the respondents Nos. 11, 12, 13 and 14 were elected as Directors in place of the petitioners and three of them were further elected as Honorary Secretary and Honorary Joint Secretaries. The petitioners have challenged these resolutions on the following grounds: (i) The Registrar had no power to direct the Board to take action against the petitioner No. 1. (ii) The Secretary alone could, under Bye-law 14 (1), call a valid meeting and the Chairman had no power to do so, more particularly when the meeting called by him had been cancelled by the Working Committee which further deprived him of all powers exercisable in that behalf. (iii) Statutory notice of seven clear days was not given for the meeting called for 12th August 1961. (iv) Expulsion of the petitioners Nos. 2, 3 and 4 and election of Directors, Honorary Secretary and Honorary Joint Secretaries and appointment to other offices, not being on the agenda of the meeting called for 12th August 1961, could not be taken up. (v) No reasonable opportunity was given to the petitioners to meet the charges for which they were removed. (vi) The action taken is not covered by Bye-law 37 (6). (vii) In any event, fresh action on the two charges could not be taken against the petitioner No. 1, who was previously exonerated by two earlier resolutions of the Board. (viii) The meeting of the Board dated 12th August 1961 was held under duress at the behest of the Registrar and the District Authorities and the voting was not free because of the presence of the police and also for the reason that it was impressed upon the Directors that, unless they took action against the petitioner No. 1 as directed by the Registrar, the Bank would be dissolved. While the respondents Nos.
While the respondents Nos. 16, 17, 18, 19, 20, 21, 33 and 34 supported the petition, the respondents Nos. I to 9 resisted it. The contesting respondents urged two preliminary points, traversed all the grounds raised in support of the petition and submitted that, in a case like the one here, this Court should decline to assist the petitioners. The first preliminary point is that a composite petition at the instance of several persons, each having a separate and distinct interest, cannot be entertained either under the Rules or the general practice obtaining with regard to prerogative writ. Such a petition is bad for misjoinder of parties and causes of action. For this view, reliance was placed upon R. Sethupathi v. The State AIR 1967 Mad. 670, Qanapathi Nagar Factory v. State of Madras AIR 1967 Mad. 616, Bankim Chandra v, Commissioner, Regional Provident Fund AIR 1968 Pat. 314, Management of Rain Bow Dyeing Factory v. Industrial Tribunal AIR 1959 Mad. 137 and Uma Shankar Rai and Others Vs. Divisional Superintendent, Northern Railway, Lucknow and Others, . For the contrary view, the learned counsel for the petitioners cited Nathmal and Another Vs. Commissioner, Civil Supplies, Rajasthan and Others, and other cases. In this Court, the view taken is that a composite application, not arising out of a common interest, cannot be entertained: Gayaprasad and 9 Others v. The State of Madhya Pradesh and 19 Others 1967 MPLJ 171 (L.P.A. No. 146/65, D/- 20-8-1967). It was precisely for this reason that each of the four petitioners was required to pay court-fee separately before entertaining and admitting this joint petition filed by them. We could have directed them to file four separate petitions, but we impliedly dispensed with that requirement. In the circumstances, we do not regard this objection to be fatal to the petition. The second preliminary objection is that the petitioners did not avail of the remedy under Bye-law 53 which enabled them to refer to the Registrar any question relating to the validity or effect of the proceedings of a meeting of the Board. In the first place, the Board, and not the petitioners, could refer such a question to the Registrar. Secondly, the controversy here is wider than the scope of Bye-law 53. Finally, as pointed out by the Supreme Court in A.V. Venkateswaran, Collector of Customs, Bombay Vs.
In the first place, the Board, and not the petitioners, could refer such a question to the Registrar. Secondly, the controversy here is wider than the scope of Bye-law 53. Finally, as pointed out by the Supreme Court in A.V. Venkateswaran, Collector of Customs, Bombay Vs. Ramchand Sobhraj Wadhwani and Another, , this Court may, in the exercise of its discretion, entertain, a petition and grant relief notwithstanding the existence of an alternative remedy. We would now take up the grounds in the order in which we have mentioned them earlier. In regard to the first ground, all that we need say is that we do not regard the Registrar's letter as an order or mandate. As we pointed out in Miscellaneous Petition No. 222 of 1961 dated 11 August 1961, the letter, besides indicating the action permissible under the Bye-laws, merely suggested what action should be taken against the petitioner 1. In our opinion, it did not take away the freedom of action of the Board. Since it is claimed that the Chairman could not convene the meeting dated 12 August 1961, the second ground covers the main question in controversy. Before we take up that question, we may refer to the power of the various bodies and authorities. The Board is generally empowered to manage the affairs of the Book (Byelaw 30). It may meet aa often as may be necessary (Byelaw 34). It may appoint, dismiss, suspend or otherwise punish any officer or servant paid by the Bank or to remove, or, if necessary, proceed against any officer or servant of the Bank [Byelaw 37 (6)]. The Chairman, besides presiding at the meetings of the Board, is the chief executive authority in all matters relating to the affairs of the Board (Byelaw 33). The working Committee is a smaller body eloped by the Board to which any or all the powers of the Board may be delegated. The working Committee may also be empowered to sub-delegate any of its powers, among others, to the Chairman and the Secretary [Byelaw 37 (24)]. One of the duties of the Secretary is to summon all meetings of the Board, Working Committee and Share-holders [Byelaw 44 (1)]. The Secretary is also required to discharge his duties subject to the supervision and guidance of the Chairman.
One of the duties of the Secretary is to summon all meetings of the Board, Working Committee and Share-holders [Byelaw 44 (1)]. The Secretary is also required to discharge his duties subject to the supervision and guidance of the Chairman. Since there is no byelaw empowering the Secretary to call a meeting of the Board and Byelaw 44 makes it his duty so to do and also to act, in the discharge of that duty, under the guidance and supervision of the Chairman, we think that, in this matter, he had to act in accordance with the directions of the Chairman. We are also of opinion that, in the absence of any byelaw governing the matter, the power to summon a meeting of the Board is within the implied powers of the Chairman and inheres in him by virtue of hid very position as the Chairman and the chief executive authority in all matters relating to the affairs of the Bank. In this view, when the Secretary took up a defiant attitude, the Chairman was not only justified in calling a meeting of the Board but he was also entitled to do so. Further, the meeting of the Working Committee dated 5 August 1961 called against the Chairman's directions in order to prevent a consideration of the case against the petitioner 1 by the parent body, namely the Board, was clearly unauthorised and bad. In our opinion, there is no merit in ground No. (iii) because the Directors were given more than seven days' notice of the meeting dated 12 August 1961. The mere fact that the Chairman found it necessary to subsequently countermand the Secretary's directions to the contrary does not render the meeting as one convened without the required seven days' notice. In regard to ground No. (iv), we think that any matter not expressly mentioned in the agenda could be taken up with the permission of the Chairman and the sense of the Directors present. That this could be done was, in fact, clearly mentioned in the notice of the meeting. We have also formed the view that there is no substance in ground Nos. (v) and (vii). Unlike expulsion contemplated by Byelaw 9 based upon specific grounds, the action under Byelaw 37 (6) against office-holders, other than paid employees, is, we think, a question of confidence and not of punishment.
We have also formed the view that there is no substance in ground Nos. (v) and (vii). Unlike expulsion contemplated by Byelaw 9 based upon specific grounds, the action under Byelaw 37 (6) against office-holders, other than paid employees, is, we think, a question of confidence and not of punishment. Moreover, the petitioners had an adequate opportunity of showing cause against the action proposed to be taken in regard to them and they actually availed of it. They hare also not shown to us in what manner they were prejudiced by the method in which the Board acted against them. We have already indicated earlier that the petitioner 1 was not exonerated of the two charges levelled against him and all that was decided earlier was that he should not be expelled or dismembered. That did not disentitle the Board from taking against him any other action permitted by the Byelaws. In fact, there was nothing in the Byelaws to prevent the Board from reconsidering the whole matter. Byelaw 37 (6) reads as follows: The Board of Directors shall have general control over the affaire of the Bank and in particular their powers and duties shall be as follows :- 6. To appoint, dismiss, suspend or otherwise punish any officer or servant paid by the Bank or to remove or, if necessary, proceed against any officer or servant of the Bank. In our opinion, the expression "or to remove or, if necessary, proceed against any officer or servant of the Bank" is not confined to paid officers and servants of the Bank. It is wide enough to cover the kind of action taken against the petitioners who were officers within the meaning of section 2(d) of the Cooperative Societies Act, 1912 (II of 1912). That being so, even ground No. (vi) fails. The last ground is based upon facts which are disputed. In accordance with the established practice of this Court, we must decline to interfere on the basis of facts which are in dispute. Having heard the counsel at some length, we are of opinion that the meeting dated 12 August 1961 was convened, conducted and held in substantial compliance with the requirements of the Byelaws.
In accordance with the established practice of this Court, we must decline to interfere on the basis of facts which are in dispute. Having heard the counsel at some length, we are of opinion that the meeting dated 12 August 1961 was convened, conducted and held in substantial compliance with the requirements of the Byelaws. In any event, we are satisfied that the justice of the case does not require interference and we should decline to issue the writs asked for: A.M. Allison v. B.L. Sen AIR 1967 SC 227 : 1957 SCR 369. The result is that the petition fails and is dismissed. The petitioners shall bear their own costs and pay out of the security amount those of the respondents 1 to 9. There will be two sets of costs, one for the respondents 1 to 7 and another for the respondents 8 and 9. Hearing fee Rs. 100. Final Result : Dismissed