Judgment 1. THE petitioner, a Co-operative Society registered under the Bengal Cooperative societies Act, 1940, felt aggrieved, firstly, by an order passed by the respondent No, 1 Registrar of Cooperative societies, dated March 12, 1963, appointing six additional Directors (namely, respondents Nos. 2 to 7) to the Managing Committee of the Society, and, secondly, by a notice of requisition, dated April 11, 1963, signed by respondents Nos. 2, 3 and 5, calling upon the Joint Secretary of the petitioner society to convene a special meeting of the Managing Committee of the Society to consider certain items of business. The petitioner Society moved this Court, under Article 226 of the Constitution, (1) for a mandate upon the respondents calling upon them to recall, rescind, or withdraw the order appointing the additional Directors and also the requisition for calling a special meeting, and (2) for a Writ of Quo Warranto restraining respondents nos. 2 to 7 from acting as additional directors, and (3) for a Writ of Certiorari for quashing of the order of appointment of additional Directors and the requisition for calling the special meeting, and obtained this Rule, the circumstances under which the order of appointment of the additional Directors was made by the respondent No. 1, Registrar, and the notice of requisition of the special meeting was given by respondents Nos. 2, 3 and 5, are hereinafter stated in brief. 2. THE Managing Committee of the petitioner Society, comprising of 12 Directors, was constituted, on August 20, 1960, by election from amongst its members. The said Managing Committee is still in office because, it is said, no annual general meeting of the Society could be held after August I960 due to the alleged failure of respondent No. 1, Registrar, to forward to the petitioner society audited accounts as required under the Bengal Co-operative Societies Act read with the Rules framed thereunder. The Managing Committee, it is claimed by the petitioner, was carrying on the affairs of the Society satisfactorily until one Shri S. Dutt came to occupy the post of registrar of Co-operative Societies. The Managing Committee, it is claimed by the petitioner, was carrying on the affairs of the Society satisfactorily until one Shri S. Dutt came to occupy the post of registrar of Co-operative Societies. Thereafter, it is alleged by "the petitioner, disagreement cropped up between the Society, on the one hand, and the respondent registrar, on the other hand, and the latter began attempts to interfere with the internal management of the petitioner Society, firstly, by deputing an Inspector of Co-operative Societies on the pretence of assisting the Society in its management and in keeping its accounts ; secondly, by passing an order on the Joint Secretary of the petitioner Society to grant leave to several of its workers ; thirdly, by setting up a mess for the workers of the petitioner society without reference to the Managing Committee of the Society itself; fourthly, by directing an inquiry being held into the affairs of the Society, the report of which was never made known to- the petitioner Society ; and, lastly, by passing an order on the District Auditor of Co-operative Societies to call a special general meeting of the petitioner Society (a) for reconstitution of the Managing Committee of the Society ; (b) for Consideration of Audit reports of the Society for the years 1959-60 and 1960-61 ; and (c) for appointment of Executive Officer of the Society under section 24 of the Bengal Co-operative Societies Act. The petitioner Society alleges that the actions taken were either mala fide or illegal. The petitioner Society opposed the steps taken as best as it could. The last mentioned order was challenged by the petitioner Society, under Article 226 of the Constitution, and the holding of the meeting had to be postponed by reason of a Rule issued (namely, Civil Rule No. 111 (w) of 1963) and an interim injunction granted in the said Rule by this Court. Frustrated in his attempts otherwise to gain control over the petitioner Society, it is alleged, respondent No. 1 passed the following order, on March 14, 1963: "in exercise of the powers conferred on me by Rule 32 of the Bengal Co-operative Societies Rules, 1942, I hereby appoint the following persons as Additional Directors to the present Managing Committee of the Women's Cooperative industrial Home Ltd., Uday Villa, Kamarhati, (24) Parganas. 1. The Director, Women's Resettlement, refugee Relief and Rehabilitation directorate, West Bengal. " 2. 1. The Director, Women's Resettlement, refugee Relief and Rehabilitation directorate, West Bengal. " 2. The Sub-divisional Officer, barrackpore, (24-Parganas. 3. The Deputy Director of Industries (Cottage), West Bengal. 4. The Deputy Registrar of co-operative Societies, (Industrial. 5. The Superintendent, Bengal Ceramic institute, Calcutta. 6. The Managing Director, west Bengal Small Industries Corporation. " 3. THE petitioner alleges that the order was mala fide and was otherwise illegal. The petitioner further alleges that respondents Nos. 2, 3 and 5, three of the six Additional Directors appointed as hereinbefore pointed out, served a notice, dated April 11, 1963, upon the Joint Secretary of the petitioner Society asking her to convene a meeting as hereinafter stated:"pursuant to clause No. 49 (Cha) of the registered bye-laws of the "women's Co-operative Industrial home Ltd." read with rule No. 42 (1) of the Bengal Co-operative societies Rules, 1942, we, the following Directors, request you to convene a special Meeting of the Managing Committee of the Society on or before 23. 4. 63 to discuss the following agenda. Agenda:- 1. To consider the cases of suspended workers of the Society, 2. To consider the messing arrangement of the Hostel. 3. To review the rules and procedure of sanctioning leave to the workers residing inside the compound of the Society and granting permission to them to go outside in cases of emergencies. 4. To consider the present financial position and working of the Society. 5. To consider the present position of the cases in respect of the Society and the expenses incurred in this connection. 6. To consider the question of appointment of Sri N. C. Ukil as administrative Officer of the Society. "the said notice was received by the Joint Secretary of the petitioner Society on April 16, 1963. The petitioner society alleges that the notice was mala fide given and was also insufficient in law. 4. IN the background of the circumstances stated above, the petitioner Society moved this Court with prayers as hereinbefore stated. I take up for consideration the first point urged by Mr. Anil Kumar Sen, learned Advocate for the petitioner Society that the order of appointment of Additional Directors in the Managing Committee of the petitioner Society was mala fide made by respondent no. 1. It is difficult for me to assume mala fides in. respondent No. 1 on the materials disclosed. Anil Kumar Sen, learned Advocate for the petitioner Society that the order of appointment of Additional Directors in the Managing Committee of the petitioner Society was mala fide made by respondent no. 1. It is difficult for me to assume mala fides in. respondent No. 1 on the materials disclosed. It appears from the affidavit-in-opposition by respondent No. 5, the Deputy Registrar of Co-operative societies (Industrial) as hereinafter stated : (a)"the Society could raise a sum of Rs. 13,189/- out of its own resources. That to enable the Society to carry out its object a large amount of grant and loan has; been given to the Society by the Government of West, Bengal from time to time. The grants so far given amount to Rs. 14,97,980/ and loan to Rs. 2,52,623/ -. It will thus be seen that most of the funds needed by the Society for its business has been given by the Government" (b)"I state further that the managing Committee of the Society consisted of 12 Directors elected in a general meeting held on the 20th August, 1960. That the working members have practically no voice in the management of the Society, but it is carried on by the non-working sympathies members, particularly Srimati Bina Das, Vice-President. That no general meeting of the Society was held after the 20th August, 1960," (c) "the fact is that inspite of reminders from the Registrar, the Society refused to place the books of accounts etc,, before the authorised auditor making it impossible for him to audit Its accounts; consequently no audit report for the year 1961-62 could be prepared. I submit that holding of a general meeting by the Society in every Co-operative year is obligatory under Section 21 of the Bengal Co-operative Societies Act, 1940 and is not subject to receipt of the audit report. " (d)"I state that the Registrar, who is responsible for development of the Co-operative movement on sound lines, directed under his general power of supervision, Shri K. D. Mukherjee, Inspector, to assist the Society in the matter of management and the accounts of the institution and implementing the revised scheme (marketing scheme) of the institution as per Government Order No. 2634-Co. Op/2e-II6/61 dated the 17th November, 1961." (e) "that Shri K. D. Mukherjee was appointed to render assistance to the Society in the management and keeping of accounts and in implementing the said service-cum-marketing scheme, as and when required. That Shri K. D. Mukherjee was not deputed to the service of the Society within the managing of section 24 of the Act, and as such, no question of an application from the Society arose. That on an application by the Society the said Shri K. D. Mukherjee was withdrawn from his assignment by Order No. III 61 dated the 21st July, 1962 of the Registrar." (f) "I say that a mess was being run by the society from a long time for the inmates who lived in the Society's building. That the matron of the mess was discharged by the Society and the mess was closed. That as a result of the closure, the boarders had to face starvation, as they were not allowed outside even to purchase food stuff. That in the circumstances Shri K. D. Mukherjee, Inspector, was advised by the Registrar to assist the Society and the boarders to run the mess with the money advanced by the Society and prevent starvation." (g) '"I admit that an. enquiry was held by Shri H. Banerjee, I. C. S., under section 84 of the Act, but I deny that this enquiry was directed with any ulterior motive of dissolving the Society under section 25 of the Act. I state that the enquiry was directed by the Registrar with a view to ascertain an impartial and detailed report as to the working and financial condition of the Society. Shri H. Banerjee, I.C.S. concluded the report as follows:- Conclusion: "my impression is that the society at present faces a crisis, which threatens it with extinction. If this fine institution is; to be saved, bold and radical treatment is necessary. It should be placed under a management which can command respect of all groups of workers. The present system of leaving production to be looked after by two it. Secretaries is not satisfactory. We need a Superintendent of a superior caliber who can organise production and create enthusiasm among the workers. It should be placed under a management which can command respect of all groups of workers. The present system of leaving production to be looked after by two it. Secretaries is not satisfactory. We need a Superintendent of a superior caliber who can organise production and create enthusiasm among the workers. " These statements raise disputes as to the factual state of affairs of the Society and it is difficult for me to resolve such factual disputes in a Writ petition and to apportion the blame. Assuming for the sake of argument (which, of course, I do not do) that in taking actions the Registrar had erred. I am not prepared to hold that every error springs from mala fides. I, therefore, do not make much of the first branch of the argument of Mr. Sen. I turn now to the other contention of Mr. Sen. He argued that the power of appointment of the Additional Directors, under Rule 32, may only be exercised at the time of the constitution of a Managing Committee at the annual general meeting and not thereafter, and since this power was exercised by the respondent No, 1, Registrar, long after the constitution of the Managing Committee of the petitioner society, the appointments made must be condemned as illegal or alternatively beyond the competence of respondent No. 1 to make. In order to consider this argument I need refer to the language of section 23 of the Bengal Co-operative societies Act and Rules 2s and 32 of the Rules framed thereunder, which are set out below :- Section 23. "the management of every co-operative society shall vest in a managing committee constituted in accordance with the rules and bye-laws, which shall exercise such powers and perform such duties as may be conferred or imposed respectively by this Act, the rules and the bye-laws. "rule 28." (1) The managing committee of a co-operative society shall be constituted by- (a) election from amongst members at the annual general meeting; or (b) election from amongst members at the annual general meeting and appointed by such bodies, Including the State Government as may be specified in this behalf in the bye-laws of the society and by the Registrar when he decides to appoint in the manner as provided in rule 32. (2) The managing committee of a society shall have not less than 6 nor more than 18 elected directors as may be fixed in the bye-laws ; provided that the number of elected directors shall always be a multiple of three. (3. . (4. . (5. . Rule 32. " (1) In order to represent appropriate interests the Registrar shall have power to appoint an additional number of directors to the Managing Committee not exceeding one-half of the number of the elected directors. The directors so appointed shall hold office till the next election of directors. (2) Directors appointed under this Rule may or may not be members of the society. (3) If a vacancy occurs in the office of an appointed director the vacancy shall be filled up by appointment." 5. NOW, Rule 28 contemplates two methods of constitution of the Managing Committee. Clause (a) contemplates constitution solely by election from amongst the members at a general meeting. Clause (b) contemplates constitution of Managing Committee partly by election and partly by an appointment by such bodies including the State Government as may be specified by the by-laws of the Society and if necessary, by the Registrar when he decides to appoint additional number of Directors in order to represent appropriate interests in the Managing Committee. Now, has this decision to be taken at the annual general meeting when the election takes place or can this decision be taken at a later time ? rule 28 empowers the Registrar to make the appointment "when" he decides. This "when" must be referable to a time after the election has: taken place, because (i) his power to appoint is limited to one half of the; number of Directors elected, and (ii) his decision is to be guided by consideration of representation of appropriate interests, which consideration may arise only after the Registrar sees what types of interest 'succeeded in getting elected. If his decision can be taken after the election, there is no further limit as to when it was to be taken. That being so, I cannot hold that the respondent No. 1 exceeded his power in making appointments of additional Directors in the Managing Committee of the petitioner Society under Rule 32, although he did so at a very late stage. That being so, I cannot hold that the respondent No. 1 exceeded his power in making appointments of additional Directors in the Managing Committee of the petitioner Society under Rule 32, although he did so at a very late stage. For the belated exercise of this power, there is one justification, namely, that the old Managing Committee was continuing for too long a period thus preventing appropriate interests from coming in by process of annual election. In the view that I take, I overrule the second branch of the argument of Mr. Sen. I have now to consider the last argument of Mr. Sen. He contended that the notice of requisition of the special meeting was an insufficient notice and should be held as not binding upon the petitioner society. In my opinion this argument should succeed. Under Rule 42: "(1) Any three directors or such larger number as may be laid down in the bye-laws may requisition a special meeting of the managing committee by giving seven clear days' notice. (2) The requisition shall specify the object of the meeting and shall be signed by the requisitionists and shall be delivered at the office of the society. This view is also the view expressed by the Andhra Pradesh High Court in (1) Damineni Sangayya v. State of Andhra Pradesh, (1) (AI. R. 1962 A. P. 462, per Seshachelapati, J.. Now if i exclude both the 16th and 23rd April, the intervening days do not give seven clear days' notice, as I have already observed." I have, therefore, to uphold the argument of Mr. Sen that the notice was insufficient and the petitioner Society could ignore the requisition. 6. IN the result, this Rule partly succeeds. The action taken by respondent no, 1 in appointing the three Additional directors in exercise of his power under Rule 32 is upheld but the notice of the requisition of the special meeting (annexure 'd' to the petition) is declared as insufficient and not binding upon the Society, The respondents are directed not to follow up the notice. Let a mandate issue accordingly. This Rule is made absolute to the extent indicated above, but I make no order as to costs.