Judgment SATYA BRATA SANYAL, J. 1. The four writ petitions have been taken up together as the points involved are common. TMs judgment will govern all of them. 2. All these writ petitions arise out of a proceeding under S.16 (3), Bihar Land Reforms (Fixation of Ceiling Area and Acquisition of Surplus Land) Act, 1961 (hereinafter to be referred to as the Act). The petitioners, on 11-4-1971, through four separate sale deeds purchased 11 kathas 5 dhurs of C.S.Plot No. 387 (R. S.Plot No. 10007), New Khata No. 1665 of village Paroo District Muzaffarpur. The registration of the sale deeds were completed on 12-8-1971. Paroo Vyapar Mandal Sahyog Samiti Ltd. (hereinafter to be referred to as the Samiti), a marketing and credit co-operative institution, filed an application under S.16 (3) of the Act in the prescribed manner, claiming pre-emption, as being adjoining raiyat to the land transferred. The Deputy Collector I/C Land Reforms, the Additional Collector as well as the Additional Member, Board of Revenue, upheld the claim of pre-emption. The Courts below found the Samiti engaged in cultivation of land and as such raiyat within the meaning of the Act. 3. Mr. Sreenath Singh, learned counsel appearing for the petitioners, submitted that the Samiti is a marketing and credit co-operative institution constituted under the Bihar and Orissa Co-operative Societies Act, 1935 (hereinafter to be referred to as the Co-operative Act), with the object laid down in its bye-laws. Clause 4 of its bye-laws having not provided the impugned activity as one of the objects of the Samiti, cultivation of land by such an institution is an ultra vires act, the activity being beyond the function laid down in the objects clause, i.e., the bye-laws. The Samitis claim of pre-emption, therefore, is not maintainable. In support of this contention he relied on the following para of Ramaiyas Book on the Companies Act (1977 Edition Page 69). "It is ultra vires for a company to act beyond the scope of its memorandum. Any attempted departure will be invalid and cannot be validated even if assented to by all the members of the company. By ultra vires is meant an act or transaction of a company, which, though it may not be illegal, is beyond the companys powers by reason of not being within the objects of the memorandum is, so to speak, the area beyond which a company cannot travel. By ultra vires is meant an act or transaction of a company, which, though it may not be illegal, is beyond the companys powers by reason of not being within the objects of the memorandum is, so to speak, the area beyond which a company cannot travel. Ashbury Ry. Carriage Company V/s. Riche, (1875) 7 HL 653. An act beyond the objects mentioned in the memorandum is ultra vires and void and cannot be ratified. Dr. Lakshmanaswami Mudaliar V/s. Life Insurance Corporation, AIR 1963 SC 1185 ". He also drew, our attention to a para of Ghoshs Company Law, 1979 Edition at page 115. He submits that cl. 4 of the bye-laws provides the area beyond which the Samiti cannot travel and that being the position, the Samiti cannot have a right of pre-emption even though it has taken up raiyatwari activities. He, however, conceded that a Co-operative Society, a Company, Trust, Association can be a raiyat under the Act. Mr. Sidheshwarli Prasad Singh, learned counsel appearing for the Samiti, on the other hand, contended that the act of the Samiti is not ultra vires. On the contrary, cultivation on the part of the Samiti is incidental and conducive to the attainment of the object of distribution of seeds. The learned counsel submits, to provide seeds to the cultivators, being one of the objects as envisaged under cl.4 (6) of the bye-laws, the act of acquisition of land and cultivation thereof will be deemed to have been conferred under cl.4 (10) which reads as follows : "Upper 1 Se 9 Tak Men Udasayon Ki Purti Ke Liye Anya Karya Ko Karua". 4. It is true, as contended by Mr. Sreenath Singh, that whether it be a company or a statutory authority or a co-operative society which is formed or created to carry out certain objects as provided under the memorandum of association or the statute or the bye-laws as the case may be, in the case of company it must act within the scope of its memorandum, the case of a statutory authority within the four corners of the statue, and in the case of a Co-operative Society within the scope of its bye-laws. The bye-laws of the society is an integral part of the society and it is registered along with the registration of society under S.11 of the Act. The bye-laws of the society is an integral part of the society and it is registered along with the registration of society under S.11 of the Act. Sec. 66 (2) (vi) confers power on the State Government to make rules prescribing the matters in respect of which a society may or shall make bye-laws. Rule 15 provides the matter in relation to which bye-laws can be made. Clause (b) of R.15 required the objects of the society to be specified and the ways and means of carrying out all those objects. In purported exercise of the power conferred under R.15 (b), the bye-laws have been framed and duly registered under the Co-operative Act. One of the objects provided under bye-law 4 (6) reads as hereunder: "Sambadh Sahyog Samition Dwara Ya Swam Sadasyon Ko Khati Ke Liye Khad, Beez Aur Auzar Aadi Aapurti Karna Tatha Anya Awaskaton Ki Purti Karna". 5. The submission of the learned counsel for the petitioners is really based on the decision of House of Lords in Ashbury Ry. Carriage Company V/s. Riche, (1875) 7 HL 653 where it has been observed that the memorandum is, so to speak, the area beyond which a company cannot travel. The law in relation to this is also settled by the Supreme Court in the case of Dr. Lakshmanaswami Mudaliar V/s. Life Insurance Corporation, AIR 1963 SC 1185 , to the effect that an act beyond the objects mentioned in the memorandum is ultra vires and void and cannot be ratified. There can be no dispute with respect to the said proposition nor the respondents contend to the contrary. The case of Ashbury Ry. (supra) came to be considered by the House of Lords in the Attorney-General and Ephraim Hutchings (Relator) V/s. The Director of the Great Eastern Railway Company reported in Law Reports (1879-1880) 5 AC 473, where it was observed that the doctrine of ultra vires as explained in the Ashbury Railway Company V/s. Riche is to be maintained, but is to be applied reasonably, so that whatever is fairly incidental to those things which the Legislature has authorised by an Act of Parliament, ought not (unless expressly prohibited) to be held as ultra vices. In the case of Bell Houses Ltd V/s. City Wall Properties Ltd., reported in (1966) 2 QB 656, it was held that any trade or business which the Directors bona fide believed could be advantageously carried on by the plaintiff company in connection with or as ancillary to its main business is ultra vires. There was a clause in the memorandum which provided that the company can do all such other things as were incidental or conducive to the laid down objects or any of them. In the case of Charles Roberts and Co. Ltd. V/s. British Railways Board, reported in (1965) 1 WLR 396, S.13 (1) of the Transport Act, 1962, empowered the British Railways Board to manufacture anything required for the purposes of the business and by S.14 (1), subject to the Act, the Board was further empowered to do all other things which, in the opinion of the Board, are necessary to facilitate the proper carrying on of their business. A company manufacturing railway rolling stock and railway tank wagons sought a declaration that the manufacture or production of railway tank wagons by the British Railways Board with a view to their sale for use on the Boards railways by commercial undertakings is ultra vires the powers conferred on the Board by the Transport Act, 1962. It was held in the said case that the sale by the Railway Board of tank wagons manufactured by the Board to a big oil company with a view to their use after sale on the Boards Railways might well be the most efficient, economical and safe way of serving the purposes of the Boards business. While so observing, Ungoed Thomas, J., referred to the case of Deuchar V/s. Gas Light and Coke Co. (1924) 1 Ch 422. 435, where it was held that so long as the company is bona fide seeking to carry out one of the statutory objects the exact method adopted is immaterial, unless that method is forbidden by the statutory constitution. While so observing, Ungoed Thomas, J., referred to the case of Deuchar V/s. Gas Light and Coke Co. (1924) 1 Ch 422. 435, where it was held that so long as the company is bona fide seeking to carry out one of the statutory objects the exact method adopted is immaterial, unless that method is forbidden by the statutory constitution. Palmers Company Law, Twenty-First Edition, Page 76, deals with the question of powers implied, while dealing with object clause of a memorandum of association, the learned author having referred to large number of cases with the various object clauses, concluded, that the incidental objects are not to be treated as separate objects, complete in themselves, but only as incidental to the companys specified objects and able to be used only for the purpose of carrying out those objects. In Gowers Principles of Modern Company Law, Fourth Edition, 1979, Pages 162, 166, the learned author, while dealing with the question of ultra vires rule, observed, that "the ultra vires rule has a long and somewhat tangled history" "but the courts have interpreted the rule in a liberal spirit and agreed that everything reasonably incidental to the specified objects will be intra vires". Buckly on the Company Act, 1957, 13th Edition, page 23, stated the law thus: "The doctrine that any act not authorised by the memorandum is ultra vires is to be applied reasonably. Anything fairly incidental to the Companys objects as defined is not (unless expressly prohibited) to be held ultra vires. The question is not, however, whether the act or business not expressly authorised by the memorandum can conveniently or advantageously be done or carried on in conjunction with acts or business which are so authorised, but whether it is reasonably incidental or accessory thereto". The Supreme Court in the case of Dr. A. Lakshmanaswami Mudaliar (supra), however, struck a note of caution that a right to carry out the stated object even though includes a power to carry out what is incidental or conducive to the attainment of that object, it cannot travel beyond the objects or do any act "which has not a reasonably proximate connection with the object and which would only bring an indirect or remote benefit to the company". In this case the objects of the Life Insurance Corporation, inter alia, included only the investment of funds and assets upon securities, and the memorandum of association having not included the giving of donation of Corporation fund for the benefit of charitable trust, the act was held to be ultra vires as there being no discernible connection between the donation and the objects of the Corporation. 6 Therefore, the ratio deducible from the aforesaid discussion is that an act beyond the objects mentioned in the memorandum is ultra vires, but if the act done is fairly incidental, reasonably ancillary to its main business, conducive to the statement of the objects, and the company bona fide seeks to carry out the laid down object by adopting a specified method treating it to be efficient, economic and safe way of serving the object, unless such an act is expressly prohibited, cannot be held to be ultra vires. The ancillary works to be intra vires to its main business must have reasonably proximate connection with the object and is permissible, till the time the company carries on its main business. The ancillary works cease to be ancillary, if the company gives up or deviates from its main business and carrying on only ancillary work could be ultra vires. 7. In the instant case, it is admitted that the Samiti carry on its main business of distribution of seeds to the agriculturists. The Samiti is a co-operative institution of which the member" are agriculturists. If the Samiti for the purposes of distribution of seeds adopted cultivation of land for growing desirable seeds treating it to be efficient, economical and safe way to serve the purpose of its object, in my opinion, the act having a reasonable and proximate connection with the object and further not being prohibited, is intra vires. For the said purpose the Samiti is entitled to acquire culturable lands which is conducive to the attainment of the object of procuring good quality seeds for the purpose of distribution amongst the agriculturists. In that view of the matter, I am unable to agree with the submissions of the learned counsel appearing on behalf of the petitioners. The Samiti is, therefore, entitled in law as being raiyat to file an application for pre-emption under S.16 (3) of the Act, like any other raiyat. 8. In that view of the matter, I am unable to agree with the submissions of the learned counsel appearing on behalf of the petitioners. The Samiti is, therefore, entitled in law as being raiyat to file an application for pre-emption under S.16 (3) of the Act, like any other raiyat. 8. In the result, the writ petitions are dismissed but there will be no order as to costs. UDAY SINHA, J. 9 I agree.