JUDGMENT Roy, J. The writ petitioners having lost before the Trial Court in Civil Rule No. 10218(W) of 1981, have preferred this appeal on 27th April, 1984, against the concerned judgment and order dated 18th April, 1984. The appeal was once dismissed for want of appearance of the appellants at the time of the hearing of the same and on an appeal taken from such determination in Civil Appeal No. 2073 of 1985, the Hon'ble Supreme Court of India, by their order dated 23rd April, 1985, allowed the appeal and directed the setting aside of the concerned determination and after restoring the writ appeal, have not only directed status quo in regard to the Management of the Eastern and North East Frontier Railway Co-operative Bank Ltd. (hereinafter referred to as the said Co-operative Bank), as on that date to continue, but have also requested this court to dispose of the appeal in question as early as possible and preferably within three months from the date of their order. Apart from that, an order of stay has been made against discharge of dismissal of the workman employed by the Special Officer, pending disposal of the Appeal in this court. 2. The appellants were and are the two shareholders of the said Co-operative Bank. They have challenged the notification dated 1st March, 1977 (hereinafter referred to as the said notification), as issued by the Governor of West Bengal in exercise of his powers conferred by proviso to sub-section (1) of section 26 of the West Bengal Co-operative Societies, Act 1973 (hereinafter referred to as the said Act). By the said Notification, the Managing Committee of the said Co-operative Bank was dissolved and Administrator was appointed to manage the affairs of the same. The said Notification has been disclosed as Annexure "A" to the writ petition and therein, it has been alleged that the Managing Committee of the said Co-operative Bank have (a) failed to take due care in making payment of the bills of suppliers, (b) indulged in financial indiscipline by way of drawing huge amounts from the Bank's funds as advance T.A., without any urge for its re-adjustment, (c) been guilty of financial impropriety in the matter of repair of the Bank's Building, (d) incurred infructuous expenditure for office accommodation, (e) made payment for repairs in excess of the tender. It has been alleged that the said Managing Committee have further indulged in negligence, mis-management and corrupt practices resulting in loss to the tune of Rs. 1.40 lakhs for the year 1974-75. It would appear from a reference to the said Notification that on receipt of a report from the Registrar of Co-operative Societies, West Bengal, the Governor was of the opinion that in view of the circumstances as disclosed therein, immediate dissolution of the Managing Committee of the said Co-operative Bank was necessary and essential in the interest of the said Co-operative Bank and of Co-operative movement in general. The circumstances were indicated as (1) that the members of the Managing Committee of the said Society have (a) persistently made defaults and been grossly negligent in the performance of the duties imposed on them by the West Bengal Co-operative Societies Act, 1973 and Rules & Bye-laws thereunder, and (b) committed acts which are prejudicial to the interest of the said Bank and the Co-operative movement as a whole and (2) that the affairs and business at the said Bank have due to persistent default and negligence in the performance of duties on the part of the members of its Managing Committee come to a stand still. 3. It has been stated that the First Annual General Meeting of the said Co-operative Bank was held on 14th August, 1974 and then on 23rd February, 1976, notice for the election of delegates was issued fixing the date of election on 12th March, 1976 and according to such notice, the concerned election was completed on 13th March, 1976 and in such election Sri Dilip Kumar Sen Sharma, Appellant No. 2 was elected as a delegate. The said Co-operative Bank as also stated to be one of the Multi Unit Co-operative Societies functioning in this State as also in the States of Assam and Bihar and such being the position, it was also claimed that the working and functions of the said Co-operative Bank would be governed by the Multi Unit Co-operative Societies Act, 1942 (hereinafter referred to as the said 1942 Act). It was then pointed out that under section 4(2) of the said Act, 1942 Act, the Central Registrar of Co-operative Societies of the State in which the Society is actually registered and as such, the Registrar of Co-operative Societies, West Bengal had no authority and power to exercise powers and function under the said Act, in respect of the said Co-operative Bank. 4. The appellant/petitioners have pointed out, that because of many writ applications initiated in this court, by different shareholders and the interim orders passed in those proceedings, the 18th Annual General Meeting of the said Co-operative Bank could not be held and ultimately, by a Notification dated 1st March, 1977, issued by the Deputy Secretary to the Government of West Bengal, the Governor was pleased to appoint Sri A.C. Roy, Deputy Registrar of Co-operative Societies, Central Zone, Calcutta, as Administrator to manage the affairs of the said Co-operative Bank, and such order was made under section 26(1) of the said Act, by dissolving the Managing Committee, as was existing and operating that the time. The relevant particular and the terms of the said order have been indicated hereinbefore. It was the claim and contention of the appellants that since the said Co-operative Bank was governed and controlled by the said 1942 Act, the Registrar of Co-operative Societies West Bengal had no power, authority and jurisdiction to make any report against or in respect of the same and on the basis whereof the said Co-operative Bank was dissolved. That being the position, it was contended that the notification dated 1st March, 1977, was not a valid, proper and authorised one. 5. It would appear from the pleadings that thereafter, by a notification dated 8th September, 1977 which has not been challenged, a Board of Administrators was appointed for the said Co-operative Bank, with Sri D.K. Banerjee, Joint Registrar of Co-operative Societies West Bengal and Sri Abjakeshab Chatterjee, Advocate and the Administrator, who was appointed earlier, was relieved in the interest of public. Then by another notification dated 29th Feb. Then by another notification dated 29th Feb. 1980, the personnels of the Board of Administrators of the said Co-operative Bank were reconstituted and on such reconstruction, Shri Janankur Sengupta, Additional Registrar of Co-operative Societies, Shri Abjakeshab Chatterjee, Advocate and Shri N.K. Roy, Accounts Officer, Eastern Railway, who were Respondent Nos 7, 8, and 9 respectively in the writ proceedings, were appointed as members of the said Co-operative Bank for a period of one year with effect from 1st March, 1980. The above notification was stated by the appellants to have been issued for the purpose of reconstituting the Board of Administrators of the said Co-operative Bank, as the Chairman of the same, Shri Sabjib Basu was required to be relieved. It has been stated that thereafter by another notification dated 14th January 1981, the Governor, in exercise of powers under sub-section (1) of section 26(1) of the said Act, reconstituted the Board of Administrators, before expiry of their term, in exercise of powers conferred by the proviso to section 26(1) of the said Act. By this notification, the Board of Administrators of the said Co-operative Bank was now reconstituted with Sri A. Masud, Joint Registrar of Co-operative Societies (Marketing), Government of West Bengal as Chairman, Shri Malay Bhattacharjee, Assistant Labour Commissioner, Government of West Bengal and Shri Narayan Das Sharma, Registrar, West Bengal, Commercial Tax Tribunal, as the members. In the writ petition the notifications as above, have been challenged and not other notifications and in fact. Mr. Chatterjee, appearing before us pointed out that there were other notifications, bring dated 8th September, 1977, 17th January, 1978, 2nd March, 1978, which have not been impeached. 6. It should be noted that during the course of hearing of the proceedings before the learned Trial Judge, there was an application for amendment and such application was allowed, as a result whereof paragraphs 16(A) to 16(j) have been added to the initial pleadings. From a reference to the order of the learned Trial Judge, it would appear that without filing any affidavit Mr. Chatterjee appearing for the Respondents before the learned Trial Judge, opposed the same, but the learned Trial Judge had allowed such amendments to be incorporated even at the stage of hearing. 7. In the original proceedings, Respondent Nos. 3-5, who are now represented through Mr. Chatterjee appearing for the Respondents before the learned Trial Judge, opposed the same, but the learned Trial Judge had allowed such amendments to be incorporated even at the stage of hearing. 7. In the original proceedings, Respondent Nos. 3-5, who are now represented through Mr. Chatterjee, filed an affidavit-in-opposition dated 19th August, 1981 and the deponent of that affidavit has stated that the said 1942 Act, which is the Central Act, postulates or makes provisions to provide for incorporation, regulation and winding-up of Co-operative Societies with object not confined to one State Post & Telegraph Societies, Railway Workers Societies and similar others which come under the purview of the Act. It has been stated that the Central Government has conferred the powers of the Central Registrar on the State Registrar in respect of the Multi Unit Co-operative Societies which are deemed to be actually registered in the State of West Bengal and there are 16 such Multi Unit Co-operative Societies functioning in this State. It has been stated that the said co-operative Bank also appeared as one of such Co-operative Societies. It has also been stated that section 2(2) of the said 1942 Act, inter alia, postulates that where any such Co-operative Society has established before the commencement of this Act of or established after the commencement of this Act a branch or place of business in a State other than that in which it is actually registered, it shall, within six months from the date of commencement of the Act or the date of establishment of the branch of place of business, as the case may be furnish to the Registrar of Co-Operative Societies of the State in which such branch or place of business is situated a copy of its Registered Bye-laws and shall at any time it is required to do so by the said Registrar submit any returns and supply any information which the said Registrar might require to be submitted or supplied to him by a Co-operative Society actually registered in that State and section 2(3) states that the Registrar of Co-operative Societies of the State in which a Branch of place of business such as is referred to in sub-section(2) is situated may exercise in respect of that Branch of place of business any powers of audit and of inspection which he might exercise in respect of a Co-operative actually registered in the State. Apart from the above, it has been stated that section 5B of the said 1942 Act, requires that the Central Government may by notification in the official gazettee, direct that any power or authority exercisable by the Central Registrar of Co-operative Societies under this Act shall, in relation to such matters and subject to such conditions as may be specified in this direction, be exercisable also by such Registrar of Co-operative Societies of a State or by such officer subordinate to the Central Government or to a State Government as may be specified in the notification. 8. It has further been stated that the Government of India, in terms and/or in exercise of powers postulated in section 5B as above, published a Notification in the issues of the Gazettee of India dated 30th January, 1976, in suppression of all previous notifications on the subject, directing that all powers and authority exercisable by the Central Registrar of Co-operative Societies under the Act, except the power of Registration of a new Multi Unit Co-operative Society amendment of Bye-laws of Societies registered by the Central Registrar of Co-operative Societies appointed under sub-section (1) of section 4 of the said Act and Amendment of Bye-Laws of a Society which has the effect of converting it into a Multi Unit Co-operative Society, shall in relation to the Co-operative Societies specified in column (3) of the table below, be exercisable also by the officers specified in the corresponding entry in column 2 of the said table, subject to the following conditions namely (i) the powers and authority so delegated shall, in respect of the following Co-operative Societies, be exercisable by the said officer only in relation to matters pertaining to settlement of disputes, appeals, revision and review and execution of Awards, Decisions, Decrees and Orders namely:- (1) National Co-operative Land Development Bank, Federation Ltd. The table referred to above also postulates that the Registrar of Co-operative Societies, West Bengal, Additional Registrar of Co-operative Societies, West Bengal and Jt. Registrar of Co-operative Societies, West Bengal, shall exercise powers in respect of all Multi Unit Co-operative Societies powers in respect of all Multi Unit Co-operative Societies powers in respect of all Multi Unit Co-operative Societies which actually are or are deemed to be registered in the State of West Bengal. The Notification as indicated above, has been annexed as Annexure "X" to the affidavit-in-opposition. The Notification as indicated above, has been annexed as Annexure "X" to the affidavit-in-opposition. It has then been stated that from the above, it would transpire that the provisions of West Bengal Co-operative Societies Act, 1973, which was declared valid by this Hon'ble Court shall apply in respect of the said Co-operative Society and the Central Act does not apply in any manner whatsoever and the State Government and/or the Registrar of Co-operative Societies, West Bengal was Competent enough to take steps as per the provisions of the West Bengal Co-operative Societies Act, 1973, in respect of the said Society and in fact and the Managing Committee thereof was dissolved on 1st of March, 1977 and Administrator was appointed in place and instead thereof by the State Government under the provisions of the of the said West Bengal Co-operative Societies Act, 1973 (hereinafter referred to as the State Act). Save as aforesaid the deponent also reserved his right to make further and appropriate submissions in this regard at the time of hearing and further treat the same as part hereof. 9. The deponent has admitted that the Managing Committee of the said Co-operative Bank was superseded. But, he claimed that such super-session to be due, legal, proper and authorised. It was also contended that from a reading and considerations of the various provisions as indicated hereinbefore and also the notification dated 30th January, 1976 it would appear, that there was no substance in the submissions or contentions of the appellants, that the Registrar of Co-operative Societies, West Bengal had no authority, power and jurisdiction in the matter or that the steps taken by him against the said Co-operative Bank were without any basis and justification. The said notification was in exercise of the powers conferred by section 5B of the said 1942 Act and indicated that, in suppression of all previous notifications on the subject, the Central Government hereby directs that all the powers and authority exercisable by the Central Registrar of Co-operative Societies under the Act, except the power of registration of a new Multi Unit Co-operative Society amendment of Bye-laws of Societies registered by the Central Registrar of Co-operative Societies appointed under sub-section (1) of section 4 of the said Act and amendment of Bye-laws of a society which has the effect of converting it into a Multi Unit Co-operative Society shall, in relation to the Co-operative Societies specified in column (3) of the table below, be exercisable also by the officers specified in the corresponding entry in column 2 of the said table subject to the following conditions viz. :- (1) that the powers and authority so delegated shall, in respect of the following Co-operative Societies be exercisable by the said officers only in relation to matters pertaining to settlement of disputes appeals, revision and review and execution of awards decisions and orders namely :- (1) National Co-operative Land Development Bank Federation Ltd. Hyderabad, Andhra Pradesh, (4) National Heavy Engineering Co-operative Ltd., New Delhi. II. that in the exercise of the powers and authority so delegated in relation to the matters specified in I above (other than appeals, revision and revise) the said officers shall comply with such directions, as may be issued by the Central Registrar of Co-operative Societies: Sl. No Officers. Multi Unit Co-op. Socs : (1) (2) (3) 16 i) Registrar of Co-operative All Multi Unit Co-operative Societies for the State of Societies which actually are West Bengal appointed or are deemed to be registered under section 9 of the in the State of West Bengal. West Bengal Co-operative Societies Act, 1973. ii) Addl. Registrar of Co-operative Societies, West Bengal, Calcutta. iii) Jt. Registrar of Co-operative Societies, West Bengal, Calcutta. 10. It was also claimed, that the Administrator as in this case could be duly appointed by the said Registrar and such appointment was done appropriately. West Bengal Co-operative Societies Act, 1973. ii) Addl. Registrar of Co-operative Societies, West Bengal, Calcutta. iii) Jt. Registrar of Co-operative Societies, West Bengal, Calcutta. 10. It was also claimed, that the Administrator as in this case could be duly appointed by the said Registrar and such appointment was done appropriately. The deponent further contended that the Board of Administrators was constituted and reconstituted duly and in accordance with the provisions of the relevant statute and all actions taken by the State Government in the matter and the several notifications issued by them, were lawful and more particularly in accordance with the said Act, which regulated and regulates and affairs of the said Co-operative Bank. The deponent had claimed the notification dated 14th January, 1981 to be bona-fide and lawful and stated that the same was issued in bona fide exercise of powers under section 26 of the said Act and not in a malafide manner or under political pressure as alleged. It should be noted here that in the writ petition it has been alleged that some of the employees of the said Co-operative Bank, who had leaning to one of the ruling political party C.P.I. (M) had started stay-in strike programme with a view to create dead lock in the functioning of the said Co-operative Bank and thus to create a condition for Chief Minister's intervention. But such attempt failed, as majority of the staff were performing their duties and the said Co-operative Bank had functioned smoothly with the help and Co-operation of the share holders. It has also been alleged in the petition that as such attempt as mentioned above failed, the State Government, in order to run the said Co-operative Bank, according to the policy of the present Government, sought to reconstitute the Board of Administrators, with officers, the majority of whom are Junior Officers of other Departments, which has no connection with the said Co-operative Bank of the Co-operation Department. It has also been stated in the petition that since the said Co-operative Bank caters to the needs of Railway Employees, so in all fairness, a Senior Railway Officer should have been appointed as the Chairman of the Board of Administrators and the appellants bona fide believe, that no such officer or any officer of the Railways, as nominated by the General Manager, has been included in the Board of Administrators, as they may not be the "yesmen" of the ruling Political Party of the State Government. The deponent of the affidavit under consideration has also denied the statement that the Board of Administrators cannot be changed or reconstituted as alleged. In any event, the Political motivation in this case as indicated above, was categorically denied and as indicated earlier, it was claimed that the Board of Administrators was appointed and reconstituted duly, bona-fide, with authority and in accordance with law. The deponent has further denied the allegations of interfering with the affairs of the said Co-operative Bank by the State and has claimed that the said 1942 Act has no application in this case. The allegations regarding the stay-in-strike have also been denied. 11. The said Co-operative Bank has also filed an affidavit-in-opposition dated 10th April, 1984, through Shri Naresh Chandra Chakraborty, the present Secretary of the same. After stating the background of the formation of the said Co-operative Bank, the defendant of this affidavit has stated that the primary object and principal business of the same is Banking and the paid up capital of the same together with Reserve, would more than Rs. 1 lakh. That being the position, it has also been stated that the Additional Registrar of Co-operative Societies, West Bengal by a Memo dated 1st February, 1966, informed the Secretary of the said Co-operative Bank that under the provisions of the relevant statute, no Co-operative Society shall do Banking business unless it uses any of the words "Bank" "Banker" or "Banking" in its name. It has also been stated that in that memo, the Additional Registrar concerned further directed that if the said Co-operative Bank intends to continue in Banking business, they will be required to have their Bye-laws amended, so as to introduce any of the words as mentioned above, as part of their name, apart from intimating that primary credit societies will also have to amend their Bye-laws deleting the permissible provisions for admission of member societies and disaffiliate existing member societies, if any. It was the case of the deponent that pursuant to that memo, the Bay-laws No. 1 of the said Co-operative Bank was amended by a resolution, which was passed unanimously by the General Body at its meeting held on 26th August, 1976 and in terms of the Bengal Co-operative Societies Act, 1944 and the Rules framed thereunder, the General Manager of the Eastern Railway, who was vested with the powers of the Registrar, Co-operative Societies for the said Co-operative Bank, registered the amendment of the Bye-laws with the corresponding change in the name of the Society. The dependent has further stated that as according to concerned Bye-laws there is no provision for admitting any other Co-operative Societies as a member and no Co-operative Society was really and in fact was members the question of amending the Bye-laws, deleting the permissive provisions for admission of member Societies and disaffiliation of existing member Societies did not arise. It has also been stated that the said Co-operative Bank being a primary Co-operative Bank, is governed by Part V of the Banking Regulation Act, 1949 (hereinafter to as the said 1949 Act) and returns in the prescribed forms, showing the position of the cash reserve and liquid assets were and are being submitted to the Reserve Bank of India, regularly and in accordance with the requirements of law. The deponent has further stated that since the said Co-operative Bank comes under the purview of Part V of the said 1949 Act, as mentioned above, inspections were held from time to time by the Reserve Bank of India under section 35 of the said 1949 Act and on that basis, letters were issued to them by the Reserve Bank of India, for rectifying the defects found in such inspections. It has also been stated that by the amendment of the said Act in 1974, sub-section (1) section 26 was amended by substituting the second proviso to the following effect: “ ‘Provided further that no such step towards immediate dissolution of the State Co-operative Bank, the Central Co-operative Land Development Bank, any Central Co-operative Bank or such other Co-operative Bank as comes within the purview of Part V of the Banking Regulation Act, 1949, shall be taken by the State Government without consultation with the Reserve Bank, and such amendment in the said Act was necessitated to make the Co-operative Banks in the State of West Bengal, to "eligible Co-operative Bank" within the meaning of Deposit Insurance Corporation Act, 1961 (hereinafter referred to as the said 1961 Act) and for extension of the Deposit Insurance Scheme to the Co-operative Banks in West Bengal according to the provisions of the said Act.” 12. The deponent has further stated that by notification dated 24th August, 1976, issued by the Government of India, Department of Revenue and Banking, the Central Government Appointed first day of 1976, as the day on which section 7 of the said 1961 Act would come into force in the State of West Bengal and the Deputy Registrar, Co-operative Societies (Credit), West Bengal by its memo dated 25th October, 1976, forwarded to the said Co-operative Bank, a memo dated 1st September, 1976, issued by the Reserve Bank of India, Agricultural Credit Department, which, inter alia, provided that the principal requirements to be complied with for registration as an Insured Bank in terms of section 13A of the said 1961 Act. It has been stated that the said Co-operative Bank under the said 1961 Act, with effect from 1st September, 1976, and since such registration the said Co-operative Bank is regularly paying the premium from time to time and as required under the concerned Act. It was the further case of the deponent that the said Co-operative Bank would come under the purview of Part V of the said 1949 Act and as such, no steps for immediate dissolution of the Managing Committee of the same and appointment of Administrator under the proviso to section 26 of the said Act could be taken by the State Government, without consulting the Reserve Bank of India. It has also been asserted that the said Co-operative Bank is registered with the Deposit Insurance Corporation of India and the same is an Insured Bank for the purposes of section 140 of the said Act and that being the position, the Management of the same could not be dissolved unless the same was required by the Reserve Bank of India and the Registrar concerned could only make such an order in writing and that too by giving reasons therefor and could not appoint any Administrator without the approval of the Reserve Bank of India or for such period as may from time to time specified by Reserve Bank of India. The deponent has also stated that by the said notification, the Managing Committee of the said Co-operative Bank was dissolved by the Governor in exercise of powers conferred by the proviso to sub-section (1) of section 26 of the said Act for the facts and circumstances as disclosed in the concerned notification. The said notification not having been passed after consultation with the Reserve Bank of India and no approval of the said Bank having been obtained, for the purpose of the appointment of the Administrator as required under section 140 of the said Act, the same has been claimed to be ex-facie illegal, without jurisdiction, void, apart from being a nullity. The deponent has further narrated the circumstances in which the Administrator as appointed by the said notification was replaced by a Board of Administrators and has claimed that since the initial action as taken, was void, illegal, inoperative and without jurisdiction for the reasons as mentioned above, all subsequent steps or actions as taken, also became void, bad, illegal and without jurisdiction. 13. The deponent has further pointed out that from the said notification, it would also appear that while exercising powers conferred by the proviso to sub-section (1) of section 26 of the said Act, only the report from the Registrar of Co-operative Societies was considered and the order for dissolution of the Managing Committee and appointment of Administrator was not made in consultation with the Reserve Bank of India or with their approval. The said notification has also been claimed to be issued in violation of the proviso to section 26(1) of the said Act as quoted hereinbefore and it has also been stated that the dissolution of the Managing Committee and appointment of the Administrator as made by the said notification, was void ab initio since the said notification was issued contrary to the requirements of the provisions of the statute, the particulars whereof have been indicated hereinbefore. 14. It has further been stated that the said Co-operative Bank being "an Insured Co-operative Bank", dissolution of the Managing Committee of the same and appointment of Administrator in their place could not be made unless it was so required by the Reserve Bank of India in public interest of from prevening the affairs of the said Co-operative Bank from being conducted in the manner detrimental to the interest of the depositors or for securing the proper Management of the same in terms of section 140 of the said Act. It was the further case of the deponent that the dissolution of the Managing Committee and appointment of the Administrator by the said notification in the instant case was neither lawful nor valid and that being the position, as indicated hereinbefore, all subsequent steps or actions as taken also became void. 15. It should be noted that in the original proceedings there was affidavit-in-opposition filed by the Respondent Nos. 1-2. 16. The petitioners in their reply dated 19th March, 1984, to the affidavit-in-opposition of the Respondent Nos. 3, 4 and 5, after denying the material allegations, claimed the writ proceedings to be maintainable and further restated the allegations that the steps in the matter of having the said Co-operative Bank superseded were taken, not in a bona-fide manner, but it was stated that such action was taken within the object and intention of shutting the purposes of the State Government by pleasing a section of employees who belonged to a particular political party as mentioned hereinbefore, which employees again were and are interested to see that the State Government could get ultimate control of the said Co-operative Bank. 17. 17. From a reference to the judgment under appeal, it would appear that the grounds of challenge of the writ petitioner before the learned Trial Judge, were as under:- (a) As the said Co-operative Bank is governed by the Multi Unit Co-operative Societies Act, 1942 which is a Central Act the Registrar of Co-operative Societies, West Bengal had no authority to make any report in respect of the Co-operative Bank and under the law the Managing Committee of the Co-operative Bank could not be dissolved by the impugned Notification dated 1.3.1977. (b) the impugned Notification dated 14.3.1977 is void as the Governor exercised his powers without and report from the Registrar of Co-operative Societies, West Bengal or from the Central Registrar Appointed under the Multi Unit Co-operative Societies Act, 1942 and issued it under Political Pressure and (c) the impugned Notification dated 14.1.1981 has been issued in mala fide exercise of powers out of extraneous consideration of serving the interest of the ruling political party and the Board of Administrators has been reconstituted without including a Senior Railway Officer as Chairman, although the Board reconstituted by Notification dated 29.2.1980 was running the business of the Bank impartially to advance the interests of the Bank without looking into the interest of the ruling political party. The Respondent No. 1 Union of India and the Respondent No. 2 Central Registrar of Co-operative Societies have appeared in the proceeding but have not filed any return. 18. It would also appear from that judgment, that the learned Judge has recorded about the filing of the affidavit-in-opposition in the manner as indicated hereinbefore, by Respondent Nos. 3, 4 and 5. He has also recorded that the said Co-operative Bank, although had entered appearance through their learned Advocate on 5th April, 1982, but no affidavit was filed on behalf till 10th of April, 1984, which incidentally was the second day of hearing of the argument of the case before him. The learned Judge has further stated that the Respondent Nos. 7-9, who were members of the Board of Administrators as reconstituted and Respondent Nos. 10-12, who were also members of the Board of Administrators as reconstituted, did not appear in the Rule. The learned Judge has further stated that the Respondent Nos. 7-9, who were members of the Board of Administrators as reconstituted and Respondent Nos. 10-12, who were also members of the Board of Administrators as reconstituted, did not appear in the Rule. Apart from the above, the learned Trial Judge has also recorded the case as was sought to be made out by the said Co-operative Bank to the effect that (i) from before the impugned notification operative Bank governed by Part V of the Banking Regulation Act, 1949 and so no step for immediate dissolution of the Managing Committee of the Co-operative Bank and appointment of Administrator could be taken without consultation of the Managing Committee of the Co-operative Bank and appointment of Administrator could be taken without consultation with the Reserve Bank of India as required by the mandatory provisions of the second proviso to sub-section (1) of section 26 of the West Bengal Co-operative Societies Act, 1973 (hereinafter called the State Act, 1973 and (ii) the Respondent No. 6 Co-operative Bank was registered as an insured Bank under the Deposit Insurance and Credit Guarantee Corporation Act, 1961 (hereinafter called Deposit Insurance Act, 1961) with effect from 1.9.1976 and as no approval of the Reserve Bank of India was obtained by the State Government for appointment of the Administrator as required by section 140 of the State Act, 1973 the impugned Notification dated 1.3.77 is illegal and void. He has further recorded that the petitioners before him, thereafter filed an application for amendment of the writ petition on 10th April, 1985 at the stage of hearing and wanted to introduce the two identical grounds as taken on behalf of the said Co-operative Bank in their affidavit-in-opposition, although the writ petitioners had not taken those grounds even in their reply as filed to the affidavit-in-opposition of Respondent Nos. 3-5. It has also been recorded by the learned Trial Judge that Mr., Chatterjee appearing before him and strongly opposed the said application for amendment and thus to introduce the two new ground which according to him would give rise to a mixed question of law and fact, at the stage of hearing arguments and that too without giving any idea thereof in the affidavits filed earlier, apart from claiming that such belated filing of affidavit on behalf of the said Co-operative Bank was not proper and just. In fact, the learned Judge has recorded that in support of the contentions as above, reliance was placed by Mr. Chatterjee to the determinations in the case of (1) S.S. Sharma v. Union of India, AIR 1981 SC 588 , wherein at page 591, it has been observed as under: "We are of opinion that the court should ordinarily insist on the parties being confined to their specific written pleading and should not be permitted to deviate from them by why of modification or supplementation except through the well-known process of formally applying for amendment". 19. In answer to the above contentions of Mr. Chatterjee, Mr. Dutt appearing before the learned Trial Judge, for the writ petitioners firstly, referred to the observations in (2) Mahananda Dutta and Co. (P) Ltd. v. Uma Charan Law and Ors., 68 CWN 179, where it has been observed that when a question of jurisdiction is involved, the Revisional court would he entitled to allow the applicant to raise a point not taken in the Trial Court and although no Rule was issued on that ground, for the purpose of doing justice between the parties and that too after riving the other party an opportunity to meet the point. Secondly, reference was made by him to the case of (3) Sk. Md. Omer v. Collector of Customs, AIR 1966 Cal 237 , where following the earlier judgment as mentioned above, B.N. Banerjee, J. has observed that when a Rule comes up for final hearing before the High Court, it is open to the High Court, if it finds that Rule when succeed on some ground not finally taken or on a ground on which it was not issued to consider the same and allow the application after giving the other party proper opportunities to meet the same objection, apart from holding that the High Court's revisional powers are not so limited as to preclude it from doing justice between the parties, merely because the Rule was not issued at the initial stage on the particular ground or grounds concerned. Before the learned Trial Judge, it was ultimately and on the basis of the above decisions contended by Mr. Dutta, appearing for the writ petitioners, that the court should ordinarily restrict the parties to their pleadings and on the basis of such submissions, he placed the application for the writ petition as mentioned hereinbefore. Before the learned Trial Judge, it was ultimately and on the basis of the above decisions contended by Mr. Dutta, appearing for the writ petitioners, that the court should ordinarily restrict the parties to their pleadings and on the basis of such submissions, he placed the application for the writ petition as mentioned hereinbefore. While replying to the question of delay in the matter of filing an application for amendment, before the learned Trial Judge, Mr. Dutta contended on reliance to the observations in the case of (4) Estate and Trust Agencies (1927) Ltd. v. Singapore Improvement Trust, AIR 1937 PC 265, where it has been observed that a proceeding is nonetheless a judicial proceeding subject to prohibition or certiorari because it is subject to confirmation or approval by some other parties operate from holding that an application for prohibition or certiorari is never too late as long as there is something left for it to operate upon, that such being the position in law, there was in fact no delay in the instant case or even if there has been some delay, the same should be condone as the proceeding was still continuing and pending. It should be noted that even apart from claiming that the amendment as indicated hereinbefore, was sought to be brought in at a very late stage. Mr. Chatterjee, who opposed the writ petition, did not ask for time to file any reply or rejoinder to the affidavit of the said Co-operative Bank in which, the learned Judge has indicated, that identical points which were sought to be introduced by the concerned application for amendment, were pleaded. In fact, the learned Judge has also recorded that since the matter was delayed and the parties were suffering an interim order as was passed by this court, so Mr. Chatterjee only for the purpose of expeditious disposal of the proceedings and vacation of the interim order, elected not to file any exception to the application for amendment and also elected to continue with the proceedings. Chatterjee only for the purpose of expeditious disposal of the proceedings and vacation of the interim order, elected not to file any exception to the application for amendment and also elected to continue with the proceedings. If would also appear from the determination as impeached that considering the submissions as made before him and having regard to the fact that the said notification on the face of it does not disclose that the Reserve Bank of India had been consulted before the same was issued and that nothing was placed before the learned Trial Judge in that proceedings leading to the issue of the said notification and showing prior consultation with the Reserve Bank of India, it was held that for complete adjudication of all questions in controversy relating to the validity of the said notification, the application for amendment of the writ petition should be allowed. On such facts and also on consideration of the fact that it cannot be disputed that the said Co-operative Bank was and is governed by Part V of the said 1949 Act and that the same was registered as Insured Bank in terms of section 13A of the said 1961 Act the concerned application was also allowed. 20. It must also be noted, that from the order allowing the amendment or the determinations as made on that behalf, Respondent Nos. 3-5 have not preferred any appeal and they have not also filed any cross-objection. 21. 20. It must also be noted, that from the order allowing the amendment or the determinations as made on that behalf, Respondent Nos. 3-5 have not preferred any appeal and they have not also filed any cross-objection. 21. On the basis of the submissions as made before him by the writ petitioners and the said Co-operative Bank on merits, the learned Judge formulated the following three points: (i) Whether or not the Registrar of Co-operative Societies West Bengal (hereinafter called the State Registrar) had any authority to make a report of one or more of the circumstances mentioned in section 26(1) of the State Act, 1973 to enable the State Government to issue the impugned Notification, dated 1.3.77 dissolving the Managing Committee of the Co-operative Bank; (ii) Whether the provisions for prior consultation with the Reserve Bank into second proviso to sub-section (1) of section 26 of the said Act are mandatory or directory and; (iii) Whether the provisions of section 140(1)(c) of the said Act for dissolution of the Managing Committee of an Insured Co-operative Bank by the Registrar, if so required by the Reserve Bank exclude the operation of section 26 of the Act, or control that section, which he considered to be relevant for consideration before him and in fact which grounds were really placed before him. 22. The first point as indicated above, was answered by the learned Judge in the negative and against the writ petitioners. In fact, he has held and observed that there is no substance in the contention of the writ petitioners that the State Registrar had no authority to make a report of the circumstances mentioned in section 26(1) on the said Act as the said Co-operative Bank in this case was governed by the said 1942 Act. In fact, he has held and observed that there is no substance in the contention of the writ petitioners that the State Registrar had no authority to make a report of the circumstances mentioned in section 26(1) on the said Act as the said Co-operative Bank in this case was governed by the said 1942 Act. The learned Judge has also observed that there is no doubt that the said Co-operative Bank, which is registered under the State Act of 1940, is governed by the Central Act as mentioned hereinbefore, as the object of the same is not confined to any State and the area of operation of the same is West Bengal, Assam and part of Bihar and U.P. According to him, section 4(2) of the said Central Act, confers on the Central Registrar, to the exclusion of the State Registrar, the powers and functions exercisable by the State Registrar of the State, in which such Co-operative Society is actually registered. It has of course been held by him at the same time, that section 5B of the Central Act empowers the Central Government to direct by notification that any power or authority exercisable by the Central Registrar shall in relation to such matters and subject to such conditions as specified in the direction, be exercisable also by the State Registrar or others as specified. The learned Judge has recorded that by the Notification dated 30th January, 1976 or the directions as contained therein, the different Registrars of the State as indicated by him, have been empowered to exercise powers including those under section 26(1) of the said Act, in respect of Co-operative Societies like the one as involved in this case, which are deemed to be registered in West Bengal. In fact on consideration of the different aspects and provisions as involved, the learned Judge has observed that the State Registrar had the authority to make a report of the circumstances mentioned in section 26(1) of the said Act, on consideration of which the State Government could issue the said notification, dissolving the Managing Committee of the said Co- operative Bank. From the determination as impeached, it would also appear that the report in question, was produced and for that or consideration of them the learned Judge has held the same to be existing prior to the said notification or the same justified the reasons as given in the said notification. In that view of the matter, it has also been observed by him that there was or has been no justification in the allegations of non-existence of the said report. 23. While on the second point as indicated hereinbefore, the learned Judge, after quoting the second proviso to section 26(1) of the said Act, has observed that it cannot be disputed that the said Co-operative Bank at a all material time was and still is one, which would come within the purview of Part V of the said 1949 Act, and because of the object of the same or the character and formation, the same would be a primary Co-operative Bank for the purpose of creating funds for their members, on receipt of money amongst others in the shape of loans and deposits. 24. The learned Judge has also recorded that in the said notification, nothing has been mentioned about the prior consultation with the Reserve Bank of India, apart from holding that the reference of "the dissolution of a State Co-operative Bank etc." and not the dissolution of a State Co-operative Bank etc. and not the dissolution of the Managing Committee of such Bank, in the said notification, is a drafting error as the proceeding words "provided further that no such steps towards immediate" make it according to him, abundantly clear that reference is made to the immediate dissolution of the Managing Committee of a Co-operative Society. The learned Judge has also considered the question as to whether the provision for consultation with the Reserve Bank of India, in terms of the second proviso to section 62(1) of the said Act, was really mandatory and compulsory or the same was merely directory. In fact, before him and so also before us, the said provision was claimed by the appellant/petitioners to mandatory and not the directory and not directory. 25. In fact, before him and so also before us, the said provision was claimed by the appellant/petitioners to mandatory and not the directory and not directory. 25. On consideration of the submissions before him and so also the submissions and the cases as cited at the Bar, the learned Judge has observed that the second proviso to section 26(1) of the said Act "is not mandatory in the sense that non-compliance with it would it would render the notification ill question invalid. Consultation does not mean concurrence and even if the Reserve Bank disagreed, the State Government would have been free to take steps for immediate dissolution of the Managing Committee of the concerned Co-operative Society. The consequence of non-compliance is, therefore, trival. The said provisions also does not say what will happen in case of non-compliance or that any penalty or serious consequence will follow it. The object of the legislation is to dissolve immediately, the Managing Committee of a mis-managed Co-operative Society and it will not be defeated by such non-compliance. To nullify the notification in question issued in neglect of the duty mentioned in the second proviso would work serious general inconvenience to the large majority of shareholders and the depositors of the Co-operative Bank, who had no control over the State Government, entrusted with the duty and at the same time would not promote the main object of the legislature. Having regard to these and the nature of the second proviso in question, laying down the duty of consultation only with the Reserve Bank, non-compliance with it has not in my opinion, rendered the impugned Notification dated 1.3.77 invalid or a nullity". 26. The other and the third point which was argued before the learned Judge, was that the operation of section 26(1) of the said Act is excluded by the provisions of section 14(i)(c) of the said Act, which is to the following effect:- 140. Insured Co-operative Banks, Notwithstanding anything contained in this Act. (1) in respect of an Insured Co-operative Bank (mentioned in this clause as the said Bank). Insured Co-operative Banks, Notwithstanding anything contained in this Act. (1) in respect of an Insured Co-operative Bank (mentioned in this clause as the said Bank). (a) * * * * * (b) * * * * * (c) If so required by the Reserve Bank in the Public interest or for preventing the affairs of the said Bank from being conducted in a manner detrimental to the interests of the depositors or for securing the proper Management of the said Bank, the Registrar shall, by an order in writing giving reasons therefore, (i) dissolve the Managing Committee of the said Bank, and (ii) appoint with the approval of the Reserve Bank an Administrator in respect of the said Bank in such period or periods not exceeding five years in the aggregate as may, from time to time, be specified by the Reserve Bank and in the Explanation to the said section it is provided that the purpose of that section "Insured Co-operative Bank" means a Co-operative Bank which is an Insured Bank within the meaning of clause (i) of section 2 of the Deposit Insurance Corporation Act, 1961. 27. The learned Judge has held and observed that on proper construction of the expression "notwithstanding anything contained in the Act" the operation of section 26(1) of the said Act, would not be excluded in respect of an Insured Co-operative Bank even if it be assumed that in this case the Co-operative Bank is an insured Co-operative Bank. Sec. 140 is and additional or supplemental provision directing the State Registrar to dissolve the Managing Committee of an Insured Bank, if so required by the Reserve Bank. It does not take away or exclude the general powers of the Registrar or the State Government to dissolve the Managing Committee of any Co-operative Society under section 26(8) of the Act. If the legislature thought that the aforesaid two sets of provisions would be conflicting in their operation in relation to an insured Co-operative Bank or intended to supersede section 26(1) in the case of an Insured Bank, the non-obstante clause would have been "Notwithstanding anything to the contrary contained in this Act". In this case the non-obstante clause in section 140 does not limit the ambit and scope of the operative part of section 26(1). In this case the non-obstante clause in section 140 does not limit the ambit and scope of the operative part of section 26(1). The two sets of provisions operate in the case of an Insured Co-operative Bank in two different sets of contingencies contemplated therein. Moreover, it is a basic rule of interpretation that if it is possible, to avoid a conflict between two provisions on a provisions on a proper construction thereof, then it is the duty of the court to construe them that they are in harmony with each other. The Statute must be read as a whole and every provision in the Statute must be construed with reference to the context and other clauses in the statute, so as to make a consistent of the whole statute as far as possible. Mr. Chatterjee has also contended that the Co-operative Bank in this case does not come within the definition of 'Insured Co-operative Bank' within the meaning of clause (i) of section 2 of the Deposit Insurance Act, read with clause 'gg' thereof. But, it is not necessary to deal with that question as I hold that section 140(1)(c) is an additional provision for dissolution of Managing Committee of an Insured Co-operative Bank, even assuming that the Co-operative Bank in this case comes within that category and it does not control or exclude the operation of section 26(1) of the State Act 1973". 28. The submissions on behalf of the appellants were initially started by Mr. Mitra & thereafter, the same was taken up by Mr. Dutta. After placing the facts as indicated hereinbefore. It was claimed that the reconstitution of the Board of Administrators as made by the notification dated 14th January, 1981, as under challenge, was not in accordance with law. It was pointed out that by notification dated 14th March, 1979, initial reconstitution of the said Board was made and the period of such reconstitution was to expire on 29th February, 1980, on which date again, by another notification of that date, the term of the said Board with the change of personnel only, in terms of the proviso to section 26(1) of the said Act, was issued. As indicated earlier, Mr. As indicated earlier, Mr. Chatterjee pointed out that the initial notification of the 14th March, 1979 has not been challenged and in that view of the matter, he indicated that the subsequent notifications, following or emanaging from the said initial notification cannot be challenged. But such challenge, he stated was not also initially on the ground of second proviso to section 26(1) of the said Act. 29. Mr. Dutta placed the said notification and the one dated 29th February, 1980, which have been challenged along with the notification dated 14th January, 1981 and pointed out that the report of the Registrar as indicated in the said notification, was not produced. He further claimed that the said Co-operative Bank would come within the purview of the said 1949 Act and more particularly so, in view of section 56 as in Part V of that Act. 30. Before dealing with the submissions on section 26(1) of the said Act or the proviso thereunder, we think we should deal with and dispose of the submissions on delay as put forward by Mr. Dutta, in reply to the specific submissions of Mr. Chatterjee that since the present proceedings by the initial writ application and thereafter by the amendment on the basis thereof has been challenged after a long lapse of time, because of such unreasonable delay, the Rule as obtained, should have been dismissed on that ground alone, if not on other grounds. In fact, Mr. Chatterjee pointed out that the instant writ petition was moved on 22nd January, 1981, challenging the three notifications as indicated hereinbefore and the earliest one whereof was dated 1st March, 1977. Thus, it is Mr. Chatterjee claimed that there was under and unexplained delay of about four years. He further pointed out that the affidavit-in-opposition in the Rule was filed by and on behalf of the said Cooperative Bank on 10th April, 1984, by his clients (Respondent Nos. 3-5) on 19th August, 1981 and there was no affidavit filed by the Respondent Union of India and thereafter, in the course of hearing of the writ petition, the application for amendment, the particulars whereof have been indicated hereinbefore, was filed and by such amendment, the initial claim in the writ petition on the original basis or point and claim of Multi Unit Co-operative Society Act, was given a go-by and jettisoned Mr. Chatterjee also pointed out that such amendment even, was sought to be incorporated after about four years. Apart from his submissions on delay, Mr. Chatterjee stated that in view of their character, the amendment as asked for cannot he allowed to be contended and urged in absence of Reserve Bank of India. He also submitted that because of such admitted delay, the challenge to the said notification cannot and should not be allowed, as that would have serious repercussions over many admitted happenings. It was Mr. Chatterjee's specific submissions that the initial challenge in this case, the particulars whereof have been noted hereinbefore was made or brought in 1981 and the subsequent challenge on the basis of the second proviso to section 26(1) of the said Act was again brought three years thereafter i.e., in 1984. The subsequent challenge was claim by him to be not bona fide. Mr. Chatterjee really submitted that in this case or on the facts of the same, no Rule should have been issue on the grounds as taken, after fan years. Mr. Chatterjee also made a reference to another Rule, being Civil Rule No. 13540(W) of 1976, where the said notification was challenged by a delegate of an election held on 12th March, 1976 and who is petitioner No. 2 in the writ proceedings, out of which the present Appeal has been taken. That Rule, Mr. Chatterjee pointed out, was also taken, stating that only the Central Government Registrar had the necessary authority. It was also contended by Mr. Chatterjee that the writ petitioners accepted the position with respect to the notifications which have not been challenged although out and that apart, they have acted and exercised all their rights on such basis. 31. Then Mr. Chatterjee pointed out that another Civil Rule being C.R. No. 3209(W) of 1976 was disposed of on or about 9th September, 1979 by M.M. Dutt, J. and thereby His Lordship directed the election to be held and thereafter, necessary orders were passed by Chittatosh Mookerjee, J. on 1st March, 1977, in Civil Rule No. 13540(W) of 1976, where in or 14th March, 1977, a Contempt Rule being Civil Rule No. 1281(W) of 1977 was obtained with an order of stay of the order dated 1st March, 1977 as mentioned above and then on 24th March, 1977 an order was passed directing the Managing Committee to continue. Mr. Mr. Chatterjee further pointed out that from an order of 6th April, 1982, made in Civil Rule No. 11713(W) of 1976 an Appeal being F.M.A.T. No. 736 of 1978, was taken on 24th March, 1977 and in view of the and in view of the order passed therein, the earlier order of 1st March, 1977, is continuing and is in operation. The statements as recorded hereinbefore were made by Mr. Chatterjee for the purpose of establishing the attitude and conduct of the said Co-operative Bank and he categorically stated that such attitude or conduct has now become inconsistent, as would appear from the stand taken by the said Co-operative Bank in this proceeding. In any event, he argued that firstly, because of unexplained delay, secondly, as relevant orders have no been challenged and thirdly, since the challenge, if any, is to the composition of the Board of Directors, no case of injustice has been made out by reason of the said notification or the other notifications and as such, intervention or interference by this court was not necessary. 32. As to where and when such intervention may be made, Mr. Chatterjee referred to the case of (5) Sangram Singh v. Election Tribunal, Kotah and Anr., AIR 1955 SC 425 and he made a specific reference to the observations, that the jurisdiction which Articles 296 and 136 confer entitles the High Court and the Supreme Court to examine the decisions of all Tribunals to see whether they have acted illegally. That jurisdiction cannot be taken away by a legislative device that purports to confer power on a tribunal to act illegally by enacting a statute that its illegal acts shall become legal the moment the tribunal chooses to say they are legal. The legality of an act or conclusion is something that exists outside and apart from the decision of an inferior tribunal. It is a part of the law of the land which cannot be finally determined or altered by any tribunal of limited jurisdiction. The High Courts and the Supreme court alone can determine what the law of the land is 'vis-a-vis' all other courts and tribunals and they alone can pronounce with authority and finality on what is legal and what is not. All that an Inferior tribunal can do is to reach a tentative conclusion which is subject to review under Articles 226 and 136. All that an Inferior tribunal can do is to reach a tentative conclusion which is subject to review under Articles 226 and 136. Therefore, the jurisdiction of the High Courts under Article 226 with that of the Supreme Court above them remains to its fullest extent despite section 195, Representation of the People Act (1951). It was submitted by Mr. Chatterjee that the interference should be made or would be possible if substantial injustice as caused and since in the instant case, admittedly there has been no injustice to the petitioners or to the said Co-operative Bank and more particularly when, the petitioners have acted on the basis of the notifications or have been conducting their affairs in such manner for about eight years, no interference is not only necessary but such interference should not be made as that would nullify many transactions duly completed. The report in question, was available at pages 74 and 75 of the relevant file and Mr. Chatterjee produced that file. He also claimed that such report was produced before the learned Trial Judge. While on the question of delay and acquiescence reference was also made by Mr. Chatterjee to the case of (6) Kamini Kumar Das Choudhury v. State of West Bengal & Ors., 1972 SC 2060, where the Supreme Court has observed that the rule that delay defeats the rights of a party to seek redress, by means of prerogative writ under Article 226 cannot be held to be abrogated merely because, if the claim had been brought in a civil court, the period of limitation would not have expired. The question in such cases is always whether relief under Article 226 could more justly and properly be given than by levying the parties to the ordinary remedy of a suit. A case in which a tax is imposed under a clearly void law is different from one where seriously contested questions of fact have to be decided before an order of dismissal of a public servant could be held to be void. A case in which a tax is imposed under a clearly void law is different from one where seriously contested questions of fact have to be decided before an order of dismissal of a public servant could be held to be void. In the latter case the most that the High Court can do is to quash the order of dismissal and to leave the authorities free to take proceedings afresh against the servant who will then have another long period of years in front of him to go on contesting the validity of proceedings against him until he has contesting the validity of proceedings against him until he has gone past the age of retirement. In such cases, it is imperative, if the servant wants to invoke the extra-ordinary remedies available under Article 226, that he should come to court at the earliest reasonably possible opportunity. If there is delay in getting an adjudication, a suit for damages actually sustained by wrongful dismissal may become the more or even the only appropriate means of redress. Every case depends upon its own facts. Apart from holding that where in a writ petition filed by a dismissed public servant, apart from the ground of delay, if the assertions and counter-assertions made on merits were disputed questions of fact, the writ petition could he dismissed and acquiescence and presumed abandonment of the right to complain inferred from inordinate delay, laches and public interest or public policy also are the well-established grounds for refusal to exercise discretion under Article 226. On the basis of this decision, Mr. Chatterjee claimed that if at all, the writ petitioners should have come to this court at the earliest reasonable opportunity and they not having done so and more particularly when, they had obtained the Rule, four years after the said notification and on a ground it has been sought to be urged on the basis of an amendment after about seven years this court should not interfere. That being the position, Mr. Chatterjee submitted that the writ petitioners were not entitled to any relief, if not for other grounds, but at least on the ground of delay. It was further claimed by him that if the said Co-operative Bank and which is a fact, has acted upon the orders, they should not also be allowed to agitate to the contrary. Mr. Chatterjee submitted that the writ petitioners were not entitled to any relief, if not for other grounds, but at least on the ground of delay. It was further claimed by him that if the said Co-operative Bank and which is a fact, has acted upon the orders, they should not also be allowed to agitate to the contrary. Mr. Chatterjee also expressed his surprise in the said Co-operative Bank's attitude in supporting the writ petitioners in this proceedings and claimed that such conduct, which according to him was not a bona fide one, should also be considered. He claimed categorically that the said Co-operative Bank should not be allowed to take any side in a proceedings like this. Mr. Chatterjee also stated that the writ petitioners, even though they have locus standi to move and obtain this Rule while considering the Rule or deciding the same in their favour, the Court should also consider as to what prejudice they have really suffered. He then referred to the case of (7) Durga Prasad v. The Chief Controller of Imports and Exports & Ors., AIR 1970 SC 769 . That was a case where an applicant for an Import Licence in 1959 received a licence only for a fraction of the amount for which he had asked for chose to wait and came to a court in 1964, requesting for a writ of mandamus even if his fundamental rights were involved, the matter was still in the discretion of the High Court, the High court in its discretion can refuse the issue of a writ, because of the laches of the applicant. When the exchange position and Government policy with regard to International Trade varies from year to year, it would be odd for the court to issue a writ in 1968 for alleged defaults of the Government in the years 1959 or 1962. In such matters it is essential that the person aggrieved should approach the High Court after exhausting his other legal remedies with utmost expedition, and on the basis of such determinations, Mr. In such matters it is essential that the person aggrieved should approach the High Court after exhausting his other legal remedies with utmost expedition, and on the basis of such determinations, Mr. Chatterjee claimed that since in this case, law has not been challenged as invalid and there has admittedly been no evidence of any prejudice caused to the writ petitioners and further more when, the effect of interference would be that all actions taken from or after 1st March, 1977, would be a nullity, on interference should be made by this court. He further pointed out that since in the instant case there has been no violation of the writ petitioners right, so, in terms of the determinations in the case of (8) Amrita Lal Berry v. Collector of Central Excise, Central Revenue and Ors., AIR 1975 SC 538 , interference should not be made. It was also claimed by Mr. Chatterjee that when there has been no satisfactory explanation either of the conduct or of the delay as indicated hereinbefore, by the writ petitioners, so also, there should be no interference by this court and that too in terms of the observations in the case of (9) Nayb Subadar Lakhman Singh v. Union of India and Ors., (1977) 2 SCC 584 . In that case, the petition was filed after four years without satisfactory explanation for the delay and that being the position, there was a summary rejection which has been up-held. At this stage, Mr. Chatterjee also pointed out that even the letter demanding justice, which was dated 16th January, 1981 and has been disclosed as Annexure "D" to the petition would establish that such demand was even made after four years, for the purpose of re-calling the said notification and strangely enough, there has been no demand on the action being bad for non-compliance with the second proviso to section 26(1) of the said Act. It was then claimed by Mr. Chatterjee that because of negligence or omission to assert their right, the writ petitioners should not get any protection from this court in terms of the observations in the case of (10) Moon Mills Limited v. M.R. Meher President, Industrial Court, Bombay & Ors., AIR 1967 SC 1450 . It was then claimed by Mr. Chatterjee that because of negligence or omission to assert their right, the writ petitioners should not get any protection from this court in terms of the observations in the case of (10) Moon Mills Limited v. M.R. Meher President, Industrial Court, Bombay & Ors., AIR 1967 SC 1450 . In that case, it has been observed that a rit of certiorari is legally a matter of sound discretion and will not be granted if there is such negligence or omission and will not be granted if there is such negligence or omission on the part of the applicant to assert his right as taken in conjunction with the lapse of time and other circumstances, causes prejudice to the adverse party. 33. In reply to the above, Mr. Dutta claimed and contended after placing the notifications that there was in fact, no delay in moving this court. It was pointed out by him that the said notification was dated 1st March, 1977 and the report as mentioned therein, was neither disclosed with the same nor before the learned Trial Judge and in fact, according to him, there was no real and appropriate determination on such report by the learned Trial Judge. He also points out that since there was or has been no consultation with the Reserve Bank of India, the effect of such non-consultation would be that the mandatory provisions of the second proviso to section 26(1) of the said Act, were not complied with. As indicated hereinbefore, Mr. Dutta's specific contention was that the said second proviso to section 26(1) would not be directory. Then he stated that the next notification which has been challenged was on dated 29th February, 1980 and thereafter, the last notification, which is under challenge was dated 14th January, 1981 and in fact, the demand for justice was made on 16th January, 1981 and the writ petition was affirmed on 21st January, 1981. Such being the sequence of the relevant dates, Mr. Dutta specifically claimed in the manner as indicated hereinbefore and more particularly that there was no delay in moving this Court. In support of his submissions as above, Mr. Dutta firstly, referred to the case of Estate and Trust Agencies (1927) Ltd. v. Singapore improvement Trust (Supra), the particular findings whereof have been indicated hereinbefore. Dutta specifically claimed in the manner as indicated hereinbefore and more particularly that there was no delay in moving this Court. In support of his submissions as above, Mr. Dutta firstly, referred to the case of Estate and Trust Agencies (1927) Ltd. v. Singapore improvement Trust (Supra), the particular findings whereof have been indicated hereinbefore. He then referred to the observations in the case of (11) Rex v. Electricity Commissioners, (1924) 1 KB 171 and made specific reference to the determinations by Bankes, L.J. to the effect that the conclusions I have come to in reference to the whole matter is that there is abundant precedent for the court taking action at the present stage of the proceedings of the Electricity Commissioners, provided it is satisfied that the Commissioners are proceeding judicially in making their report, even though that report needs the confirmation of the Minister of Transport and of both Houses of Parliament before it becomes effective. In coming to a conclusion on this latter point it is necessary to deal with this case on its own particular circumstances. The Electricity Act of 1919 imposes upon the Electricity Commissioners very wide and very responsible duties and powers in reference to the approval or formulation of schemes. At every stage they are required to hold local inquiries for the purpose of giving interested parties the opportunity of being heard. Their authority extends to the creation of bodies who may exercise all of any of the powers of the authorized undertakers within the electricity district, and to whom the undertakings themselves may be transferred on terms settled by the Commissioners. On principle and on authority it is in my opinion open to this court to hold, and I consider that it should hold, that powers so far reaching, affecting as they do individuals as well as property, are powers to be exercised judicially, and not ministerially or merely to use the language of Palles C.B., as proceedings towards legislation. On principle and on authority it is in my opinion open to this court to hold, and I consider that it should hold, that powers so far reaching, affecting as they do individuals as well as property, are powers to be exercised judicially, and not ministerially or merely to use the language of Palles C.B., as proceedings towards legislation. On these grounds I consider that the appeal against the order of the Divisional Court discharging the rule nisi for a prohibition must be allowed with costs here and below, and the rule for prohibition in the terms of the rule nisi must be made absolute and also to the observations of Atkin, L.J. that both writs, meaning thereby writ of prohibition and certiorari are of great antiquity forming part of the process by which the King's Courts restrained courts of inferior jurisdiction from exceeding their powers. Prohibition restrains the tribunal from proceeding further in excess of jurisdiction; certiorari requires the record or the order of the court to be sent up to the King's Bench Division, to have its legality inquired into, and, if necessary, to have the order quashed. It is to be noted that both writs deal with questions of excessive jurisdiction, and doubtless in their origin dealt almost exclusively with the jurisdiction of what is described in ordinary parlance as a court of Justice. But the operation of the writs has extended to control the proceedings of bodies which do not claim to be, and would not be recognized as, Courts of Justice. Wherever any body of persons having legal authority to determine questions affecting the rights of subjects and having the duty to act judicially, act in excess of their legal authority they are subject to the controlling jurisdiction of the King's Bench Division exercised in these writs. Thus certiorari lies to justices of the peace of a country in respect of a statutory duty to fix a rate for the repair of a country bridge: (12) Rex v. Inhabitants in Glamorganshire, 1 Ld Raym 580 ; and to Poor Law Commissioners acting under the Poor Law Amendment Act, 1834, in prescribing the constitution of a board of guardians in parish where there was an existing poor law authority in (13) Rex v. Poor Law Commissioners, 6 Ad & E 1. In that case it may be noted that the Attorney-General had obtained a rule for a mandamus to the new board of guardians to obey the order of the Commissioners, and Sir Frederick Pollock subsequently obtained a rule for a certiorari to bring up the order to be quashed; and by agreement the question was argued on the rule for a certiorari. So certiorari has gone to the Board of Education to bringing up and quash their determination under sec., sub-section 3, of the Education Act, 1902, on a question arising between the local education authority and the managers of a non-provided school in (14) Board of Education v. Rice, (1911) AC 179. Also to justices acting under the Licensing Act and not in the strict sense as a court in (15) Rex v. Woodhouse, (1906) 2 KB 501. Similarly prohibition has gone to the Tithe Commissioners and an assistant Tithe Commissioner, to prevent them from making an award as to the tithes in a particular parish in (16) In Re: Crosby Tithes, 13 QB 761, and to the Inclosure Commissioners from reporting the proposed inclosure of a common in the parish of Action, and from taking any further step towards the inclousre of the common in (17) Church v. Inclosure Commissioners, 11 CB (NS) 664. So it has gone against the Light Railway Commissioners to restrain them from proceeding with an inquiry remitted to them by the Board of Trade after an appeal which it was held did not lie : (18) Rex v. Board of Trade, (1915) 3 KB 536. Here the right to prohibition was not raised by counsel, as a decision was desired on the point as to the validity of the appeal, but the point was raised in dissenting judgment of Phillimore, L.J., and must, I think, have been present to the minds of the majority at the court. I can seen no difference in principle between certiorari and prohibition, except that the latter may be invoked at an earlier stage. If the proceedings establish that the body complained of is exceeding its jurisdiction by entertaining matters which would result in its final decision being subject to being brought up the quashed on certiorari, I think that prohibition will lie to restrain in from so exceeding its jurisdiction. While on the point, Mr. If the proceedings establish that the body complained of is exceeding its jurisdiction by entertaining matters which would result in its final decision being subject to being brought up the quashed on certiorari, I think that prohibition will lie to restrain in from so exceeding its jurisdiction. While on the point, Mr. Dutta made further and specific reference to the case (19) The King v. North, Expanate Oakey, (1927)1 KB 421 and specific reference was made by him to the observations of Scrutton, L.J., who expressed his option in the facts of that case, that the original proceedings in the Consistory Court were without jurisdiction and prohibition consequently would lie. But further it appears to me that the issue of the monition was equally without jurisdiction, for though the vicar had notice of the order of July 24, and of the intended taxation of costs, he had no notice that the monition was going to be issued peremptorily ordering him to pay a named sum, and according to the ordinary principles of the administration of justice he ought to have had notice of that. 34. Apart from the question of jurisdiction the Divisional Court have two additional reasons why in their opinion the prohibition ought to be refused. In the first place they said that the vicar was guilty of undue delay in applying for the writ. But, in my view, so long as a sentence for the payment of a penalty is unexecuted, prohibition may lie of there is a threat to execute it. In such case delay is immaterial. I agree with the dictum of Rs. S. Wright, J., a Judge who had great familarity with this subject in (20) In Re : London and Scottish Permanent Building Society, 63 LJ (Q.B.) 112, 113, that "an application for prohibition is never too late so long as there is something left for it to operate upon." When the sentence is unexecuted a statement of intention to execute long a time may have elapsed since the original sentence was pronounced. It should further be noted that Mr. Chatterjee pointed out that while considering the submissions as made by Mr. Dutta, the prayers of the present petition, which were for mandamus and certiorari and not for prohibition, will have to be considered. Thereafter, Mr. It should further be noted that Mr. Chatterjee pointed out that while considering the submissions as made by Mr. Dutta, the prayers of the present petition, which were for mandamus and certiorari and not for prohibition, will have to be considered. Thereafter, Mr. Dutta, referred to the case of (21) United Commercial Bank Ltd. v. Their Workmen, AIR 1951 SC 230 and specific reference was made by him to the majority view that where the services of one member was ceased to be available, he cannot sit again with the other members to from the Tribunal in the absence of notification under section 7 of the Industrial Disputes Act, 1957. It has also been held there that even it is accepted that the absent member continued throughout a member of the Tribunal the members have no jurisdiction to make the award in terms of section 15 and have therefore also no jurisdiction to sign the award under section 16 of that Act. While on the point of delay, lastly, reference was made by Mr. Dutta to the case of (22) Pioneer Traders v. Chief Controller of Imports and Exports, Pandicherry, AIR 1963 SC 734 , for the proposition that where an authority whether judicial or quasi judicial, has in law no jurisdiction to make an order the omission by a party to raise before the authority. Mr. Dutta further contended that such flimsy ground of delay, in the matter of maintaining the concerned application has been taken by his adversaries, as it is well-known to them that they have no answer to the real and effective point to be determined in this case, which is the second proviso to section 26(1) of the said Act, which was introduced in 1974 and the non-compliance thereof, inasmuch as admittedly the Reserve Bank of India was not consulted before issuing the said notification. As indicated earlier, it was Mr. Dutta's specific point that the said provision, in terms of its language and character should be deemed and held to be mandatory requirements of the statute have not been complied with, so delay or no delay, this court should interfere, due, effective and proper justice in the case. It was also claimed by Mr. As indicated earlier, it was Mr. Dutta's specific point that the said provision, in terms of its language and character should be deemed and held to be mandatory requirements of the statute have not been complied with, so delay or no delay, this court should interfere, due, effective and proper justice in the case. It was also claimed by Mr. Dutta that when the substantial question regarding the interpretation of the second proviso to section 26(1) of the said Act is involved, so this court should be constraine to act or to accept such hyper technical point of delay, as put forward by Mr. Chatterjee. Mr. Dutta, on the basis and facts as stated hereinbefore, categorically contended that there was really no delay either from first or from the second or the subsequent notifications. It was also contended by him that such question of delay ordinarily the court should consider but according to him, when a decision has been made on consideration of relevant facts, the Appeal Court should not make any interference or determine the point as arrived at on consideration of facts, in a manner, which would be contrary to such findings. It was also contended that discretion is left with the court in matters of delay and delay is not an absolute bar in the matter of making interference such submissions were made on the basis of the observations in the case of Durga Prosad v. The Chief Controller of Imports and Exports & Ors. (Supra) and so also on the basis of the determinations in (23) Maharashtra Road Transport Corporation v. Balwat Regular Motor Service, Amarabati and Ors., AIR 1969 SC 329 . In that case it has been observed that it is well established that the writ of certiorari will not be granted in a case where there is such negligence or omission on the part of the applicant to assert his right as taken in conjunction with the lapse of time and other circumstances, causes prejudiced to the adverse parties, apart from holding that the principle is to a great extent, similar to though not identical with, the exercise of discretion in the court of Chancery. It has also been observed that the principle as above, has been clearly stated by Sir Barnes Peacok in (24) Lindsay Peroleum Co. It has also been observed that the principle as above, has been clearly stated by Sir Barnes Peacok in (24) Lindsay Peroleum Co. v. Prosper Aramstrong Hurd Abram Farewell, & John Camp, (1974) 5 PC 221 and more particularly because of the following observations : "Now the doctrine of laches in courts of Equity is not an arbitrary or a technical doctrine. Where it would be practically unjust to give a remedy, either because the party has, by his conduct, do he that which might fairly be regarded as equivalent to a waiver of it, or where by his conduct and neglect he has though perhaps not waiving that remedy, yet put the other party in a situation in which it would not be reasonable to place him if the remedy were after wards to be asserted in either of these cases, lapse of time and delay are most material. But in every case, if an argument against relief, which otherwise would be just, is founded upon mere delay, that delay of course not amounting to a bar by any statute of limitations, the validity of that defence must be tried upon principles substantially equitable. Two circumstances, always important in such case, are, the lenght of the delay and the nature of the acts done during the interval, which might affect either party and cause a balance of justice in taking the one course or the other, so far as relates to the remedy." It has further been observed that the passage as indicated hereinbefore, was cited with approval by the Supreme Court in the case of the Moon Mills Ltd. v. M.R. Meher, President Industrial Court, Bombay (Supra). It was further submitted that the observations in Amrita Lal Berry v. Collector of Central Excise, Central Revenue & Ors. (Supra), would not really help the contentions of the Respondents as indicated hereinbefore and that too, in view of the specific findings in paragraph 16 of the report. Similarly, it was claimed that for the reasons as indicated therein, that observations in Nayb Subadar Lakshman Singh v. Union of India & Ors. (Supra), would not apply in this case, and that too because of the statements as incorporated in paragraph 3 of that determination. It was then contended that the observations in the case of The Moon Mills Ltd. v. M.R. Meher, President, Industrial Court, Bombay and Ors. (Supra), would not apply in this case, and that too because of the statements as incorporated in paragraph 3 of that determination. It was then contended that the observations in the case of The Moon Mills Ltd. v. M.R. Meher, President, Industrial Court, Bombay and Ors. (Supra), w0uld not also appropriately help the answering Respondents, to establish their case on the question of delay. 35. On the question of amendment, some of the submissions as advanced by Mr. Chatterjee have been indicated hereinbefore. Dr. Pal, appearing for the said Co-operative Bank, on whose application the concerned amendment was allowed, contended that since no opportunity to file any exception to such application for amendment was asked for so the learned Judge, in view of the findings as indicated hereinbefore, was justified in allowing such amendment. Mr. Chatterjee on a reference to the case of (25) Oriental Gas Ltd. and Ors. v State of West Bengal, (1979) 1 SCC 171 , pointed out that by such amendment as allowed, different point or such point which was not taken initially in the petition, was sought to be taken and urged and such amendment should have been refused in view of the decision in (26) Donald Compbel & Company v. Jeshraj Ghiridhari Lal, AIR 1920 PC 123, which has laid down in a case of absence of notice under section 9(b) of the Arbitration Act, that where a person was appointed sole arbitrator without notice having been given as provided by section 9(b), that it is not necessary that the appointment as sole arbitrator should be in writing but the failure to give the notice in writing prescribed by section 9(b) would have been fatal to the authority of the person appointed as sole arbitrator but for the fact that any objection on this head was waived by the party. They had rested their case on their contentions as to the invalidity of any arbitration in the place in which it was held and they could not be permitted to rely on a defect in procedure which would have been reminded at once if they had raised the point. In that case a contract for sale of jute required that disputes arising on the contract should be disposed of by arbitration in London. In that case a contract for sale of jute required that disputes arising on the contract should be disposed of by arbitration in London. In Oriental Gas Company's case (Supra), a point arose as to whether an amendment petition after the same had been pending in court for seven years would be permissible and the answer has been given in the negative. Such being the position, it was Mr. Chatterjee's specific contentions that the amendment which was asked for a such a belated stage and by which a new case or a case which was not initially pleaded was sought to be incorporated, should not have been allowed. Mr. Dutta of course contended that the said Oriental Gas Company’s case (Supra), is distinguishable on the facts of the present one. It should be noted that Mr. Chatterjee also contended that even in view of the observations in Eastern Railway Employees’ Congress v. General Manager, Eastern Railway & Ors. (Supra), where it has been observed that the court is not precluded at the final hearing of the Rule, from considering a ground other than that on which the Rule nisi might have been issued after giving proper opportunities to the parties the amendment of this case should not have been right, as such ground of amendment was not specifically taken at the initial stage and it was his specific claim that when at the initial stage, ground purporting or relating to the amendment as asked for have not been taken, the court would not be justified in allowing such amendment or if such amendment is allowed, as in this case, that would change the basic foundation of the proceedings. In answer to Dr. Pal's contentions that since no exception was taken to the amendment application which was allowed, the answering Respondents should not be allowed to contend otherwise. Mr. Chatterjee made a specific reference to the case of (27) Gauri Sankar Mukherjee and Ors. v. Union of India and Ors., 81 CWN 51 and claimed that when the amendment in the instant case was admittedly allowed subject to such objection as would be taken there would be no bar for the Respondents to contend in the manner as indicated hereinbefore and more particularly that the amendment as involve, should not have been allowed. On a reference to the provisions of Order XLI, Rule 22 of the Civil Procedure Code, Mr. On a reference to the provisions of Order XLI, Rule 22 of the Civil Procedure Code, Mr. Chatterjee also contended that the findings can be challenged or assailed even without taking a cross-objection or filing an appeal and that being the position, his clients were well within their powers and competence to contend that the amendments as were allowed, should not have been allowed. Mr. Dutta of course contended, that the introduction of the amendment has not brought a new cause of action, since the real challenge is to the said notification. It was also his submission that the delay in respect of the amendment has been duly explained and he further claimed, that for doing effective and due justice, in terms of the determinations in the case of Mahananda Dutt & Co. (p) Ltd. v. Uma Charan Law & Ors. (Supra), Gouri Shankar Mukherjee & Ors. v. Union of India & Ors (Supra) and Seikh Md. Omer v. Collector of Customs (Supra), the court had and still has the power, even to allow such points or facts to be urged, even if they are not appropriately taken. In fact, Mr. Dutta further claimed, that a view practically similar to the above, has also been taken in the case of Eastern Railway Employees’ Congress v. General Manager, Eastern Railway and Ors. (Supra). Mr. Dutta clarified that the determination in the case of Sangram Singh v. Election Tribunal, Kotah & Anr. (Supra), as cited by Mr. Chatterjee, while on his submissions on delay, will not apply in this case and such and similar was his submissions in respect of the case of Durga Prosad v. The Chief Controller of Imports and Exports & Ors. (Supra). 36. After placing the said section 26(1) and the two proviso's Mr. (Supra), as cited by Mr. Chatterjee, while on his submissions on delay, will not apply in this case and such and similar was his submissions in respect of the case of Durga Prosad v. The Chief Controller of Imports and Exports & Ors. (Supra). 36. After placing the said section 26(1) and the two proviso's Mr. Dutta contended that the first one, which provides that if, on receipt of a report from the Registrar, the provides that if, on receipt of a report from the Registrar, the State Government is of opinion that in view of one or more of the aforesaid circumstances immediate dissolution of the managing committee of a Co-operative Society is essential in the interest of such society or the Co-operative movement in general, the State Government may, without giving such committee any notice, by notification in the official gazette giving reasons therefor, dissolve such managing committee, the members of which shall forthwith vacate their offices, and the State Government shall appoint one or more administrators to manage the affairs of such society for such period not exceeding two years at a time as may be specified in the order and may also by order extend the period, so however, that the total period shall not exceed five years relates to the Registrar and the second one, the terms whereof have been quoted hereinbefore relates to the State. It was contended further that since the said Co-operative Bank has the necessary character or at least the nomenclature of a Bank attached to it, so consultation with the Reserve Bank of India by the State Government, before issuing the said notification, was a must and imperative. To establish that further, Mr. Dutta pointed out that the second proviso to section 26(1) of the said Act was brought in by way of amendment in 1974 and according to him, if the provisions were meant to be directory, then there was no need or any necessity of such amendment and more particularly when, the provision incorporated by such amendment shows and establishes a difference between ordinary Co-operative Societies and a Co-operative Bank. He further contended that the negative covenant and directions as contained in the said proviso would also make the same mandatory, apart from the fact, that the terms or the words "without consultation with the Reserve Bank of India" as used in the said second proviso, would also make the same mandatory and not directory. It was contended by Mr. Dutta that when the said second proviso speaks of or postulates the dissolution in one manner or in the manner as indicated, dissolution in any other manner viz. without consultation with the Reserve Bank of India, as in this case, was not possible, justified and proper. To establish the difference between a Co-operative Bank and a Co-operative Society, Mr. Dutta referred to Part V of the Banking Regulations Act, which relates to the application of the Act of Co-operative Banks. In fact, section 56 of the said 1949 Act postulates that the provisions of that Act, as in fact for the time being, shall apply to, or in relation to Co-operative Societies as they will apply to, or in relation to Banking Companies, subject to the modifications as therein mentioned. Mr. Banerjee appearing with Dr. Pal for the said Co-operative Bank and so also Mr. Dutta, on a reference to Bye-law of the said Co-operative Bank, which is admittedly registered under the provisions of the Bengal Co-operative Societies Act, 1940, submitted that in view of the objects as in Bye-law No. 4 and character, the said Co-operative Bank would come within the purview and application of the said 1949 Act. Those submissions or reference to the provisions as indicated hereinbefore, were made in support of the contentions of Mr. Dutta that the said Co-operative Bank, considering the application of the said 1949 Act, could not have been suspended by the said notification, without the due and necessary consultation with the Reserve Bank of India. While on the issue, reference was made by Mr. Dutta to the case of (28) West Bengal State Co-operative Bank Ltd. v. State of West Bengal and Ors., 86 CWN 266, for showing and establishing the distingution between a Bank and a Co-operative Society. 37. To establish or to put forward his submissions, when the provisions of the statute should he deemed to be mandatory or directory or to establish the relevant tests for the same, Mr. 37. To establish or to put forward his submissions, when the provisions of the statute should he deemed to be mandatory or directory or to establish the relevant tests for the same, Mr. Dutta firstly, referred to paragraphs 262, 265 and 266 or Crawford on Statutory Constitution, where it has been indicated that ordinarily the word "shall" and "must" are mandatory, and the word "may" is directory, although they are often used interchangeably in legislation and such use without regard to their literal meaning, generally makes it necessary for the courts to resort to construction in order to discover the real intention of the legislation and nevertheless, it will always be presumed by the court that the legislature intended to use the words in their usual and natural meaning. If such a meaning, however, leads to absurdity, or great inconvenience, or for some other reason is clearly contrary to the obvious intention of the legislature, then words, which ordinarily are mandatory in their nature will be construed as directory, or vice versa. In other words, if the language of the statute, considered as a whole and with due regard to its nature and object, reveals that the legislature intended the words "shall" and "must" to be directory, they should be given that meaning. Similarly, under the same circumstances, the word "may" should be given a mandatory meaning, and especially where the statute concerns the rights and interests of the public, or where third persons have a claim de jure that a power shall be exercised, whenever something is directed to be done for the sake of justice or public good, or is necessary to sustain the statutes constitutionality. Crawford has further observed on the basis of celebrated decisions that it would seem that statutes which confer and regulate new rights, privileges, immunities and remedies, are entitled to receive a mandatory construction largely because they are in derogation of the common law or of common right and these statutes are generally to be strictly construed. It has also been indicated in Crawford that as a general rule, a statute which regulates the manner in which public officials shall exercise the power vested in them, will be construed as directory rather than mandatory, especially where regulation pertains to uniformity, order and convenience and neither public nor private rights will be injured or impaired thereby. It has also been indicated in Crawford that as a general rule, a statute which regulates the manner in which public officials shall exercise the power vested in them, will be construed as directory rather than mandatory, especially where regulation pertains to uniformity, order and convenience and neither public nor private rights will be injured or impaired thereby. It has also been observed that if the statute is negative in form, or if nothing is stated regarding the consequences or effect of non-compliance, the indication is all the stronger that it should not be considered mandatory. But if the public interest or private rights call for the exercise of the power vested in a public official, the language used, though permissive or directory in form, is in fact peremptory or mandatory, as a general rule. 38. Thereafter, Mr. Dutta referred to Maxwell on the 'Interpretation of Statutes' (12th Edition), where while dealing with the words "Pay" and "Must" in Chapter 11, it has been indicated that in ordinary usage "May" is permissible and "Must" is imperative, and, in accordance with such usage, the word "May" in a statute will not generally be held to be mandatory. In some cases, however, it has been held that expressions such as "May" or "shall have power" or "shall be lawful" never to say the least a compulsory force and so their meaning has been modified by judicial expositions. Then in chapter-13, while dealing with what intentions are to be attributed to the legislature on questions necessarily arising out of its enactments and on which it has remained silent, it has been indicated that the first question is : when a statute requires that something shall be done, or done in a particular manner or from, without expressly declaring what shall be the consequence of non-compliance, is the requirement to be regarded as imperative (or mandatory) or merely as directory (or permissive)? In some cases, the conditions for forms prescribed by the statute have been regarded as essential to the act or thing regulated by it and their omission has been fatal to its validity. In others, such prescriptions have been considered, as merely directory, the neglect of them involving nothing more than liability to a penalty, if any were imposed, for breach of an enactment. In others, such prescriptions have been considered, as merely directory, the neglect of them involving nothing more than liability to a penalty, if any were imposed, for breach of an enactment. An absolute enactment must be obeyed or fulfilled exactly, but it is sufficient if a directory enactment be obeyed on fulfilled substantially. It is impossible, as observed in Maxwell, to lay down any general rule for determining whether a provision is imperative or directory and as observed by Lord Cambell, L.C. "no universal rule, can be laid down for the construction of statutes, as to whether mandatory enactments shall be considered directory only or obligatory with an implied nullification for disobedience. It is the duty of the courts of Justice to try to get at the real intention of the Legislature by carefully attending to the whole scope of the statute to be construed". Lord Peuzance said" I believe, as far as any rule is concerned, you cannot safely go further than that in each case you must look to the subject-matter consider the importance of the provision that has been disregarded, and the relation of the provision to the general object intended to be secured by the Act; and upon a review of the case in that aspect decide whether the matter is what is called imperative or only directory." In many cases statutory requirements have been held to be directory and such construction may be applied where the whole aim and object of the legislature would be plainly defeated if the command to do the thing in a particular manner did not imply a prohibition on doing it in any other, no doubt can be entertained as to the intention. Similarly, there may by cases in which statutory requirements may be deemed to be directory and enactments regulating the procedure in Courts are usually construed as imperative. 39. Then, Mr. Dutta referred to Craies on 'Statute Law' (6th Edition) and more particularly for the rule of inferences to be drawn from negative and affirmative language. Similarly, there may by cases in which statutory requirements may be deemed to be directory and enactments regulating the procedure in Courts are usually construed as imperative. 39. Then, Mr. Dutta referred to Craies on 'Statute Law' (6th Edition) and more particularly for the rule of inferences to be drawn from negative and affirmative language. Craies has observed that if the requirements of a statute which prescribes the manner in which something is to be done are expressed in negative language, that is to say, if the statute enacts that it shall be done in such a manner and in no other manner, those requirements are absolute in all cases, and that neglect to attend to them will invalidate the proceeding. It has been indicated in Craies that statutory enactments, although expressed in affirmative language, are sometimes treated as having a negative implied, and that their provisions, "though" as Lord O, Hagau said in (29) R v. Ali Saints Wigan, (1876) 1 App. cases 611" affirmative in words, are not necessarily so, if they are absolute, explicit and peremptory while on the point, Mr. Dutta also refereed to Brinde's' Interpretation of Statutes' (1970 Edition), where dealing with affirmative and negative words, it has been observed that there is a difference between a case in which a court or an officer of a court omits to do something which by a statute it is enacted shall be done, and cases in which a court or an officer of the same does something which by a statute it is enacted shall not be done. In the case, the omission to do an act which by the statute it is enacted shall be done, may not amount to more than an irregularity in procedure whilst in the other case, in which a prohibition is enacted, the doing of the prohibited thing by the Court or the official is ultra vires and illegal and if ultra vires or illegal, it must follow that it was one, as observed in the case of (30) Rameshur Singh v. Sehodin Singh, ILR 21 All 510, without jurisdiction. It has also been indicated that negative words would give a statute an imperative effect. It has also been indicated that negative words would give a statute an imperative effect. It has also been indicated that the above would not mean that the Legislature cannot incorporate in a statute or in a constitution, a provision mandatory in character by expressing it in the from of a positive injunction rather than in the from of a negative injunction. An affirmative Statute may direct a thing to be done in a certain manner, even though there may be no negative words prohibiting it. This shows that affirmative words may at times be so absolute as to render a statute imperative. While dealing with mandatory and permissive words, it has been indicated that the words "may", "shall", "must" and the like, as employed in statutes will in case of doubt require examination in their peculiar context in order to ascertain their real meaning or the opposite one. Such words, all words, must however, be strictly presumed to have been used in their natural and ordinary sense and words of command are to be taken as mandatory and words of authorisation or license as merely permissible. 40. It has further been indicated that the intention of the Legislature will control and prevail over the literal meaning of the words as indicated hereinbefore and the literal and ordinary meaning of imperative and permissive terms will give any when the interpretation of the statute according to the literal meaning of its words would lead to absurd, inconvenient or unreasonable results. It has also been indicated that the use of the word 'shall' in a statute, though generally taken in a mandatory sense, does not necessarily mean that in every case it shall have that effect that is to say, that unless the words of the statute are punctiliously followed, the proceeding would be invalid. On the other hand, it is not always correct to say that when the word ‘may’ has been used, the statute is only permissible or directory in the sense that non-compliance with those provisions will not render the proceeding invalid. On the other hand, it is not always correct to say that when the word ‘may’ has been used, the statute is only permissible or directory in the sense that non-compliance with those provisions will not render the proceeding invalid. It has also been indicated that the question whether a particular provision of a statute which on the face of its appears mandatory inasmuch as it used the word 'shall', or is merely directory, cannot be resolved by laying down any general rule, but depends upon the facts of each case particularly on a consideration of the purpose and object of the enactment making the provision and the purpose for which the provision has been made, the object to be attained, the intention of the Legislature in making the provision, the serious inconvenience or injustice which may result in making the provision one way or the other, the relation of the provision to other consideration which may arise on the facts of any particular case have all to be taken into account, as observed in the case of (31) Raza Buland Sugar Co. v. Municipal Hoard, Rampur, AIR 1965 SC 895 , in arriving at the conclusion whether the provision is mandatory or directory. On the basis of the above Mr. Dutta submitted that to do justice and to avoid violent interpretation in appropriate cases the Court will have to try and get the real intention of the Legislature after duly construing the whole scope and effect of a statute, for the purpose finding out if they or the words therein are directory or mandatory. 41. After referring to the relevant and necessary tests, as indicated hereinbefore, for determining whether the provisions of a statute are mandatory or directory, Mr. 41. After referring to the relevant and necessary tests, as indicated hereinbefore, for determining whether the provisions of a statute are mandatory or directory, Mr. Dutta firstly referred to the case of (32) Montreal Street Railway Company v. Normandin, (1917) AC 170, which has observed that where the previsions of a Statute relate to the performance of a public duty and the case is such that to hold null and void acts done in neglect of this duty would work serious general inconvenience or injustice to persons who had no control over those entrusted with the duty, and at the same time would not promote the main object of the Legislature, it has been the practice to hold such provisions to be directory only, the neglect of them, though publishable not affecting the validity of the acts done, apart from holding that it is impossible to lay down any general rule for determining whether a provision is imperative or directory. In that case, Sir Arther Channel has laid down or observed the necessary tests or requirements to be considered as performance of public duty, the invalidation of which performance would work serious general inconvenience and in the matter of such happening the statute should be held to be directory. This was a case which arose on the verdict of the Jury when there was a failure to revise the Jury list and perhaps the initial case, on the determination of the tests as mentioned hereinbefore. The next case to which reference was made by Mr. Dutta, was that of (33) Bishwanath Khemka v. Emperor, AIR 1945 PC 67. In that case the question arose regarding the authority to be consulted under section 256 of the Government of India Act, 1935 and it has been observed that the direction as to consultation laid down in section 256 is directory and not mandatory and non-compliance with it would not render an appointment otherwise regularly and validly made, in effective or inoperative. Thereafter, Mr. Thereafter, Mr. Dutta referred to the case of (34) State of U.P. v. Manbodhan Lal Srivastava, AIR 1957 SC 912 , where it has been observed that the use of the word 'shall' in a statute, though generally taken in a mandatory sense, does not necessarily mean that in every case it shall have that effect that it is to say, that unless the words of the statute are punctiliously followed the proceeding or the outcome of the proceeding would be invalid. On the other hand, it is not always correct to say that where the word 'may' has been used, the statute is only permissible or directory in the sense that non-compliance with those provisions will not render the proceeding invalid, the provisions of Article 320(3)(c) are not mandatory and non-compliance with those provisions, does not afford a cause of action to civil servant in a court, law and they are not in the nature of a rider or proviso to Article 311, apart from holding that Article 320(3)(c) of the Constitution does not confer any right on a public servant so that the absence of consultation or any irregularity in consultation, should not afford him a cause of action in a court of law, or entitle him to relief under the special powers of a High Court under Article 226 of the Constitution or of the Supreme Court under Article 32. It is not a right which could be recognised and enforced by a writ. On the other hand, Article 311 of the constitution has been construed as conferring a right on a civil servant of the Union or a State, which he can enforce in a Court of Law. Hence, if the provisions of Article 311, have been complied with, he has no remedy against any irregularity that the State Government may have committed, in not complying with the provisions of Article 320(3)(c). The cases as mentioned above, were cited by Mr. Dutta in support of his submissions that for properly construing the words of a statute or whether they are mandatory and directory, not only the object and intention of the same to be looked into but is also to be seen if any public duty is attached in terms of the statute, which is to be performed. Then, Mr. Dutta also referred to the case of (35) State of Uttar Pradesh & Ors. Then, Mr. Dutta also referred to the case of (35) State of Uttar Pradesh & Ors. v. Babu Ram Upadhya & Ors., AIR 1961 SC 751 , which according to him, has explained the three earlier cases as cited by him and has observed that when a statute uses the word 'shall' prima facie, it is mandatory, but the court may ascertain the real intention of the legislature by carefully attending to the whole scope of the statute. For ascertaining the real intention of the Legislature, the court may consider, inter alia, the nature and the design of the statute, and the consequences which would follow from construing it one way or the other, the impact of other provisions whereby the necessity of complying with the provisions in question is avoided, the circumstance that the statute provides for a contingency of the non-compliance with the provisions, the fact that the non-compliance with the provisions is or is not visited by some penalty, the serious or trivial consequences that flow therefrom and, above all, whether the object of the legislation will be created or furthered. In the case of (36) Banwarilal Agarwalla v. State of Bihar & Ors., AIR 1961 SC 849 , to which reference was also made by Mr. Dutta, it has been laid down that no general rule can be laid down for deciding whether any particular provision in a statute is mandatory, meaning thereby that non-observance thereof involves the consequence of invalidity or only directory i.e., a direction the non- observance of which does not entail the consequence of invalidity, whatever other consequences may occur. But in each case the court has to decide the legislative intent. To decide this, the court has to consider not only the actual words used but the scheme of the statute, the intended benefit to public of what is enjoined by the provisions and the material danger to the public by the contravention of the same. While on the point, the determinations in (37) Cullimore v. Lyme Regis Corporation, (1961) 3 All ER 1008, to which reference was also made by Mr. Dutta, should be considered. In this case, the defendants, who were a coast protection authority, made a works scheme for the carrying out of certain coast protection works under section 5, section 6 and section 7 of the Coast Protection Act, 1949. Dutta, should be considered. In this case, the defendants, who were a coast protection authority, made a works scheme for the carrying out of certain coast protection works under section 5, section 6 and section 7 of the Coast Protection Act, 1949. In accordance with section 7(4)(b) of the Act, the scheme provided, inter alia, that the defendants would, within six months after the completion of the works, determine the interests in the contributory land by reference to which the charges were to be levied and the amount of the charge leviable in respect of each interest. The plaintiff was the free simple owner of land within the scheme. The works were completed on October 7, 1957. On September 14, 1959, the defendants determined the interests in the land affected and fixed the charges to be levided. On October 16, 1959, the defendants served a notice on the plaintiff under section 7(5) of the Act, containing particulars of the determination and on such facts, it has been held, that the determination of September 14, 1959, was null and void and no coast protection was leviable, because (i) in formulating the works scheme, the defendants were exercising statutory powers and compliance with conditions imposed on or assumed by them by or under section 7(4)(b) of the Coast Protection Act, 1949, was mandatory, and the non-compliance with such conditions and with section 7(5) that there had been in the present case invalidated the determination ; (ii) assuming (contrary to (i) above) that section 7 imposed a duty and that the conditions imposed or assumed by or under section 7(4)(b) and the provisions of section 7(5), were directory only, the determination of the interests and charges so long after the completion of the works, was not a substantial compliance with those provisions. 42. The Mr. Dutta, referred to the case of Raza Buland Sugar Co. 42. The Mr. Dutta, referred to the case of Raza Buland Sugar Co. Ltd., Rampur v. The Municipal Board, Rampur (Supra), where while discussing the meaning of the word 'shall' used in a statute and whether the same should be mandatory or directory, it has been observed by the majority that the question whether a particular provision of a statute which on the fact of it appears mandatory inasmuch as it uses the word 'shall' or is merely directory cannot be resolved by laying down any general rule and depends upon the facts of each case and for that purpose the object of the statute in making the provision is the determining factor. The purpose for which the provision has been made and its nature, the intention of the legislature in making the provision, the serious general inconvenience or injustice to persons resulting from whether the provision is read one way or the other, the relation of the particular provision to other provisions dealing with the same subject and other considerations which may arise on the facts of a particular case including the language of the provision, have all to be taken into account in arriving at the conclusion whether a particular provision is mandatory or directory. 43. Mr. Dutta also made a reference of Article 320(3)(c) of the Constitution of India and apart from relying on the case of State of U.P. v. Manbodhan Lal Srivastava (Supra) and the holdings therein, be made a further reference to the case of (38) Ram Gopal Chaturvedi v. State of Madhaya Pradesh, AIR 1970 SC 158 , where, following the said earlier decision it has been observed that the provisions of Article 320(3)(c) are not mandatory and as such they do not confer any right on public servant and as such, absence of consultation with State Public Service Commission, in terminating, the services of the appellant does not afford him a cause of action and thus the order terminating his services, could not be said to be invalid on that ground. Then, a further reference was also made by Mr. Then, a further reference was also made by Mr. Dutta to the case of (39) The Municipal Corporation of Greater Bombay v. The B.E.S.T. Workers Union, AIR 1973 SC 883 , a case under the Bombay Industrial Relations Act, 1947 and more particularly where the terms of section 78(1)(D)(i) of that same, was construed, holding that employees Union sought adjournment of enquiries and employee was sick, thereby delaying enquiry, the prescription of 6 months within which to punish, is extendable by Labour Court, because the prescription is only directory and not mandatory. 44. In the case of (40) Union of India v. M.L. Capoor & Ors., AIR 1974 SC 87 , while dealing with Regulation 5(5) of the Indian Administrative Service/Indian Police Service (Appointment by Promotion Regulation, it has been observed that it is incumbent on the Selection Committee to state reasons in a manner, which could disclose how the record of each superseded officer stood in relation to records of others, who were to be preferred. This was in the context of the effect upon the rights of aggrieved persons, who are entitled to protection under Articles 14 and 16 of the Constitution and particularly that was the only remaining visible safeguard against possible injustice and arbitrariness in making selections. On the analogy of such determinations, Mr. Dutta claimed and contended that only possible safeguard in the second proviso to section 26(1) of the said Act, against the arbitrary exercise or power was sought to be given by making provisions for super-session in consultation with the Reserve Bank of India and there having admittedly no such consultation the petitioners had and still have reasons to be aggrieved and also to hold the view and opinion that the power in this case was used arbitrarily and not bona fide. It was further indicated by Mr. It was further indicated by Mr. Dutta on a reference to (41) Babaji Kondaji Gavad v. Nasik Merohants Co-operative Bank Ltd., Nasik & Ors, (1984)2 SCC 50 , that when statute requires a certain thing to be done in a certain manner, as in this case, to consult the Reserve Bank of India before taking any action to supersede, the same can be done in that manner alone, unless a contrary indication is to be found in the statute and that being the position in law, the super-session of the said Co-operative Bank was improper, unauthorised and without jurisdiction, since there was no such prior consultation with the said Bank. 45. While on the question of the directory and mandatory nature of a statute and the tests to determine them, further reference was made to the case of (42) Bhagirathi Co-operative Joint Farming Society Ltd. v. Howrah Zilla Parishad, AIR 1984 Cal 125 , a decision on the said Act and wherein, in has been observed that a statutory provision which prescribes a particular manner or time for the performance of any act and goes on further to provide that the breach thereof would render the performance void or without jurisdiction, must necessarily be held to be absolute. But absence of any provision providing for such a penal consequence need not necessarily learned to the contrary conclusion. Whether such a provision would be directory or not would depend upon the nature and effect of the prescription and the intention of the legislature as would appear from the scheme of the Act. On consideration of sections 84(4) and (5) of the said Act, it has also been observed that sub-sections (4) and (5) of section 84 impose a time limit for deciding a dispute which is required to be strictly complied with otherwise the object of providing for arbitration by way of an early adjudication of the dispute would lose much of its effect, but they cannot be construed to mean that said two provisions to be so absolute in character that any breach thereof would render the arbitrator or the Registrar functus officio and consequently make the award made in breach thereof, null and void. It was also contended that if the determinations in the case of West Bengal State Co-operative Bank Ltd. Ors. It was also contended that if the determinations in the case of West Bengal State Co-operative Bank Ltd. Ors. v. State of West Bengal & Ors., (Supra) and more particularly the observations, that an Apex Society and a state Co-operative Bank are dissimilar having regard to their respective areas of operation, primary objects and nature of business. An Apex Society is a Co-operative Society simpliciter and not a bank, but a State Co-operative Bank is a Co-operative Society doing banking business within bank being placed under the Second Schedule of the Reserve Bank of India and a State Co-operative Bank cannot be said to be an Apex Society and thus the distinction as laid down between a Co-operative Bank and Co-operative Society is real, and considered with the second proviso of section 26(1) of the said Act and the control of the Reserve Bank of India and the provisions of Chapter V of the said 1949 Act, which again is applicable to Co-operative Banks, the ultimate control of the Reserve Bank of India in a case like this will be well established and thus the State Government had no power or was not invested with the necessary power in the instant case and that is the intention of the Legislature. In fact, it was submitted that the many of the powers have been taken away from the State Government and they been vested with the Reserve Bank of India. 46. It was then contended by Mr. Dutta that the second proviso to section 26(1) of the said Act should also be deemed or held to be mandatory in view of or because of the provisions of section 140(1)(c) of the said Act. The said 140 deals with Insured Co-operative Banks and lays down that notwithstanding anything contained in this Act, (1) in respect of an Insured Co-operative Bank (mentioned in this clause as the said bank), (a)............... .........................................................................., (b).................................. The said 140 deals with Insured Co-operative Banks and lays down that notwithstanding anything contained in this Act, (1) in respect of an Insured Co-operative Bank (mentioned in this clause as the said bank), (a)............... .........................................................................., (b).................................. ...................................(c) if so required by the Reserve Bank in the public interest or for preventing the affairs of the said bank from being conducted in a manner detrimental to the interests of the depositors or for securing the proper management of the said Bank, the Registrar shall, by an order in writing giving reasons therefor, (i) dissolve the managing committee of the said bank, and (ii) appoint, with the approval of the Reserve Bank, an administrator in respect of the said bank for such period or periods not exceeding five years in the aggregate, as may, from time to time, he specified by the Reserve Bank. It was indicated by Mr. Dutta that since the non-obstante clause supersedes all the provisions, so section 26(1) of the said Act should further be held to be controlled by section 140. While on the question of the meaning and interpretation of the word notwithstanding, reference was made to the determination in the case of (43) Vasant Rao Mangroo v. Election Commission of India, New Delhi & Ors., AIR 1953 Nagpur 237, which has observed that a 'non-obstante' clause issued in a provision to indicate that, provision should prevail despite anything to the contrary in any other provision. No doubt, one of the objects is to indicate that, despite any repugnancy between the provision containing a 'non-obstante' clause and another provision, the former is to prevail. But it does not mean that there must necessarily be repugnancy between the two and thus, where a certain power has been conferred on one tribunal and a similar powers conferred on another, there is no inherent repugnancy between the powers of those tribunals. When the intention is that each can exercise its powers independently of the other, it becomes necessary to use a 'non-obstante' clause. It was also contended by Mr. Dutta that section 140 (1)(c) lays down and postulates two methods and the first of such method was already incorporated in the said Act and the second of the said method is the second proviso to section 26(1), as incorporated in 1974. It was also contended by Mr. Dutta that section 140 (1)(c) lays down and postulates two methods and the first of such method was already incorporated in the said Act and the second of the said method is the second proviso to section 26(1), as incorporated in 1974. He claimed that the provisions of section 140 are also mandatory and not directory and thus according to him, it would not be reasonable to assume that in the face of the mandatory provisions in section 140, directory mode would be incorporated by the second provision to section 26(1) of the said Act, subsequently, the more so when, the said second proviso is really an alternative mode. He also pointed out that the use of the words 'shall' in the second proviso to section 27(1) and 'may' in the proviso, should also be considered and that would indicate the intention of the Legislature to make the second proviso to section 26(1) mandatory and not directory, as claimed. It was also claimed by Mr. Dutta that the two powers under sections 26 and 140 are to be used and exercised by two different authorities and the power under section 26(1) is an additional power and the check on such use of power under section 26(1) has been imposed by the second proviso to the said section, which as indicated hereinbefore, empowers the Reserve Bank of India to give necessary directions. 47. While on the power to supersede, a further reference was made by Mr. Dutta to the case of (44) Jose Kuttiyani & Ors. v. Registrar of Co-operative Societies, Kerala & Ors., AIR 1982 Kerala 12, which has laid down while dealing with a case of super-session of a Committee in exercise of powers under section 32 of the Kerala Co-operative Societies Act, 1969 and whether is any condition present for the exercise of the necessary power, that the power to supersede a Committee is really an extra-ordinary power which should not be resorted to unless there is an extra-ordinary situation. The jurisdiction to exercise the power depends on the satisfaction of the Registrar of one or other of the three conditions mentioned in section 32. Whether these conditions precedent exist or not it is for the Registrar to be satisfied. No doubt the satisfaction may be subjective, but it shall not be arbitrary. The jurisdiction to exercise the power depends on the satisfaction of the Registrar of one or other of the three conditions mentioned in section 32. Whether these conditions precedent exist or not it is for the Registrar to be satisfied. No doubt the satisfaction may be subjective, but it shall not be arbitrary. The scope of the enquiry by the court into his satisfaction regarding the existence or otherwise of the circumstances referred to in the section is limited to proceedings under Article 226 of the constitution. The court will not function as an Appellate Authority and investigate into sufficiency of the materials on which the Registrar has arrived at the satisfaction referred to in sub-section (1) of section 32. If the contention is that the Registrar never applied his mind and therefore he could not have been satisfied, the court can enter into that question, the ingredient of satisfaction being the condition precedent to the exercise of power. If the power exercised is for a purpose or with an intention beyond the scope and contemplation of the provision, the action is liable to be interfered with on the ground that it constitutes fraud on the power granted by the statute. The order of a statutory authority can also be challenged; if it is shown that the action was taken on grounds or materials totally irrelevant to the purpose and intention of the Statute or that relevant matters have not be considered or that the grounds or evidence on the basis of which the authority acted are such that no one could reasonably arrive on such basis at the opinion or satisfaction required under the legislation, apart from holding that when on receipt of the report from the Enquiry Officer, that certain irregularities of serious nature exists the working of a District Co-operative Central Bank, the Registrar did not independently try to assess the facts and even without hearing the members of the Committee seemed to have taken a firm decision to supersede the Committee and accordingly issued a show cause-notice, held that he was not keeping an open mind either to consider the reply of the petitioners or the opinion of the Apex Bank and State Co-operative Union. Thus, the Registrar was from the beginning very much biased against the members of the Committee and he was not in a mood to consider the whole matter regarding the allegations against the members of the Committee in an impartial manner and Reserve Bank is conferred with executive powers over District Co-operative Central Bank and Reserve Bank, however is not a 'financing bank' under the Act and consultation with Reserve Bank of India before superseding District Co-operative Central Bank though desirable is not necessary, apart from holding that in case of super session of District Central Co-operative Bank, consultation with the financing Bank (Apex Bank) and State Co-operative Union is condition precedent. It was also contended by Mr. Dutta that consultation as required under the second proviso to section 26(1) of the said Act, would mean and require not only actual but affection consultation also, and in support of such submissions, reference was made by him to the case of (45) Union of India v. Sankalchand Himatlal Sheth & Anr., AIR 1977 SC 2328 and more particularly to the observations that Article 221(1) is, in substance, worded in similar terms as the 1st proviso to Article 124(2) and Article 217(1). It casts an absolute obligation on the President to consult the Chief Justice of India before transferring a Judge from one High Court to another. That is in the nature of a condition precedent to the actual transfer of the Judge. In other words, the transfer of a High Court Judge to another High Court cannot become effective unless the Chef Justice of India is consulted by the President in behalf of the proposed transfer. Indeed, it is euphemistic to talk in terms of effectiveness, because the transfer of a High Court Judge to another High Court is unconstitutional unless, before transferring the Judge, the President consults the Chief Justice of India. While consulting the Chief Justice, the President must make the relevant data available to him on the basis of which he can offer to the President the benefit of his considered opinion. While consulting the Chief Justice, the President must make the relevant data available to him on the basis of which he can offer to the President the benefit of his considered opinion. If the facts necessary to arrive at a proper conclusion are not made available to the Chief Justice, he must ask for them because, in casting on the President the obligation to consult the Chief Justice, the constitution at the same time must be taken to have imposed a duty on the Chief Justice to express his opinion on nothing less than a full consideration of the matter on which he is entitled to be consulted. The fulfilment by the President of his constitutional obligation to place full facts before the Chief Justice and the performance by the latter, of the duty to elicit facts which are necessary to arrive at a proper conclusion are parts of the same process and are complementary to each other. The faithful observance of these may well earn a handsome dividend useful to the administration of justice. Consultation within the meaning of Article 222(1), therefore, means full and effective, not formal or unproductive consultation, apart from holding that deliberation is the quintessence of consultation. That implies that each individual case must be considered separately on the basis of it own facts. Policy transfers on a wholesale basis which leave no scope for considering the facts of each particular case and which are influenced by one-sided governmental, considerations are outside the contemplation of our Constitution and after an effective consultation with the Chief Justice of India, it is open to the President to arrive at a proper decision of the question whether a Judge should be transferred to another High Court became, what the Constitution requires is consultation with the Chief Justice, not his concurrence with the proposed transfer. But in all conceivable cases, consultation with the Chief Justice of India should be accepted by the Government of India. The Court will have an opportunity to examine if any other extraneous circumstances have entered into the verdict of the executive if it departs from the counsel given by the Chief Justice of India. It has also been observed in that case, that Article 222(1) postulates fair play and contains built-in safeguards in the interests of reasonableness. The Court will have an opportunity to examine if any other extraneous circumstances have entered into the verdict of the executive if it departs from the counsel given by the Chief Justice of India. It has also been observed in that case, that Article 222(1) postulates fair play and contains built-in safeguards in the interests of reasonableness. In the first place, the power to transfer a High Court Judge can be exercised in public interest only. Secondly, the President is under an obligation to consult the Chief Justice of India which means and requires that all the relevant facts must be placed before the Chief Justice. Thirdly, the Chief Justice owes a corresponding duty, both to the President and to the Judge who is proposed to be transferred, that he shall consider every relevant fact before he tenders his opinion to the President. In the discharge of this constitutional obligation the Chief Justice would be within this rights, and indeed it is his duty whenever necessary to elicit and ascertain further facts either directly from the Judge concerned or from other reliable sources. The executive cannot and ought not to establish rapport with the Judges which is the function and previlege of the Chief Justice. In substance and effect, therefore, the Judge concerned cannot have reason to complain of arbitrariness or unfair play, if the due procedure is followed. At this stage, we should also note and remember that as stated by Mr. Banerjee, appearing for the said Co-operative Bank, the resolution transferring the Co-operative Society to the said Co-operative Bank was passed by a resolution, which was passed unanimously. 48. Dr. Pal, appearing for the said Co-operative Bank, apart from adopting the submissions of Mr. Dutta, also contended that section 26(1) of the said Act deals with or lays down the general power and the second proviso to the said section 26(1) incorporates a special power and in this case, according to him such special power was applicable. He submitted further that the determination in Banwarilal Agarwalla v. State of Bihar & Ors. Dutta, also contended that section 26(1) of the said Act deals with or lays down the general power and the second proviso to the said section 26(1) incorporates a special power and in this case, according to him such special power was applicable. He submitted further that the determination in Banwarilal Agarwalla v. State of Bihar & Ors. (Supra), has really explained the earlier decision in State of U.P. v. Manbodhan Lal Srivastava (Supra) and really the said determination is or had laid down that an examination of all the relevant circumstances, viz., the language used, the scheme of the legislation, the benefit to the public on insisting on strict compliance as well as the risks to public interest on insistence on such compliance leads us to the conclusion that the legislative intent was to insist on these provisions for consultation with the Mining Board as a pre-requisite for the validity of the regulations. Dr. Pal also reiterated and pointed out the object of section 26(1) of the said Act and so also that of the second proviso to the said section and in fact, there was no material distinction or difference between his submissions and also those of Mr. Dutta. 49. Dr. Pal, in fact submitted that interpretation of the word 'shall' normally is mandatory and that too in the context of the intention as involved and in case of such mandatory provisions there would be some compulsive effect and in support of such submissions and also to his contentions that unless the context of the statute states or indicates otherwise, the terms of a statute should ordinarily be mandatory, he referred to the determinations in the case of (46) Khub Chand & Ors. v. State of Rajasthan & Ors., AIR 1967 SC 1074 , wherein paragraph 6 in has been held, inter alia, amongst others that though the terms 'shall' is construed as ‘may’ under certain circumstances, in its ordinary significance, the term is mandatory and such should be the interpretation unless such interpretation leads to some absurd or inconvenient consequence or be at variance with the intent of the legislature, which is to be collected from other parts of the concerned statute. It was Dr. It was Dr. Pal's specific submissions on the basis of above, that only in exceptional circumstances, the word 'shall' may mean 'may' and the one of the necessary test would be what evil consequence, would follow, if such interpretation as above, is followed or not followed. In fact, be also claimed that the setting of the concerned section, object of the same and the consequences as above, will have to be looked into. Dr. Pal also pointed out that the Co-operative Banks and here in this case, the said Co-operative Bank, is certainly a part of the Banking organism in the country. He also referred to the case of (47) Govind Lal Chaggan Lal Patel v. The Agricultural Produce Market Committee & Ors., AIR 1976 SC 263 , which has indicated that the governing factor is the meaning and intent of the legislature, which should be gathered not merely from the words used by the legislature, but from a variety of other circumstances and considerations. In other words, the use of the word 'shall' or 'may' is not conclusive on the question whether the particular requirement of law is mandatory or directory. But the circumstances that the legislature has used a language of compulsive force is always of great relevance and in the absence of anything contrary in the context indicating that a permissive interpretation is permissible, the statute ought to the construed as peremptory, for the purpose of finding out whether a provision is directory or mandatory. 50. On the basis and background as above or the tests as indicated, Dr. Pal submitted that if the said second proviso to section 26(1) of the said Act is held to be directory, then the entire object and purpose of the same would be frustrated and it was also and specifically pointed out by him, that we should not forget that the regulatory process of our Banking System is with the Reserve Bank of India and that being the position, before superseding the said Co-operative Bank, Reserve Bank of India should have been consulted. While on the question of consultation and the manner of the same, Dr. Pal also referred to the views as expressed by the Supreme Court in the case of Union of India v. Sankalchand Himatlal Sethe & Anr. (Supra). While on the question of consultation and the manner of the same, Dr. Pal also referred to the views as expressed by the Supreme Court in the case of Union of India v. Sankalchand Himatlal Sethe & Anr. (Supra). It was also his specific claim that since there was or has been no effective consultation with the Reserve Bank of India, which was a condition precedent in this case, the entire action or the step as taken, was void, bad, illegal and irregular. While on the point, Dr. Pal made a further reference to the case of (48) S.P. Gupta v. M. Tarkunde, J.L. Kalra etc. & Ors. v. President of India & Ors., AIR 1982 SC 149 and more particularly to paragraph 30 of the report, which indicated that there must be a collegium to make recommendation to the President in regard to appointment of a Supreme Court or High Court Judge. The recommending authority should be more broad based and there should be consultation with wider interests. If the collegium is composed of persons who are expected to have knowledge of the persons who may be fit for appointment on the Bench and of qualities required for appointment and this last requirement is absolutely essential-it would go a long way towards securing the right kind of Judges, who would be truly independent and who would invest the judicial process with significance and meaning for the deprived and exploited sections of humanity. On the basis as above, and so also the observations in paragraph 999, which really speaks of the fact that the words prescribing the consultation machinery have to be construed in the context of the broad purposes and the general scheme of that provision, its history, its object and the result which it seeks to achieve, Dr. Pal contended that such purposes and objects, not having achieved, the said notification should be quashed and set aside. The Kerala High Court's decision in Jose Kuttiyani's case (Supra) was also cited by Dr. Pal in support of his contentions. 51. Pal contended that such purposes and objects, not having achieved, the said notification should be quashed and set aside. The Kerala High Court's decision in Jose Kuttiyani's case (Supra) was also cited by Dr. Pal in support of his contentions. 51. In sub-paragraph (K) of paragraph 4 of their affidavit-in-opposition dated 10th April, 1984, the said Co-operative Bank has stated to be provided further that no such step towards immediate dissolution of State Co-operative Bank, the Central Co-operative Land Development Bank, any Central Co-operative Bank or such other Co-operative Banks as comes within the purview of Part V of the Banking Regulation Act, 1949, shall be taken by the State Government without consultation with the Reserve Bank and that being the position, Dr. Pal claimed the said Co-operative Bank to be an Insurance Bank under the said 1961 Act and submitted that such constitution and character of the said Co-operative Bank would be material and of relevant consideration, in view of the provisions of section 140(1)(c) of the said Act as quoted hereinbefore. Dr. Pal also took us through the determinations of the learned Trial Judge in respect of the words "notwithstanding anything contained in the Act" as used in the opening words of section 140 of the said Act and claimed the findings as arrived at by the learned Trial Judge, on his interpretation of the words, to be wrong and that too in view of the determinations of the Supreme Court in the case of (49) Aswini Kumar Ghose & Anr. v. Arabinda Bose & Anr., AIR 1952 SC 369 , where the effect of a non-obstante clause was considered by holding that the enacting part of a statute must, where it is clear, be taken to control the non-obstante clause where both cannot be read harmoniously, for even apart from such clause, a later law abrogates earlier laws clearly inconsistent with it, apart from observing that the correct approach should first be to ascertain what the enacting part of the section provides on a fair construction of the words used according to their natural and ordinary meaning, and the non-obstante clause is to be understood as operating to set-aside as no longer valid anything contained in relevant existing laws which is inconsistent with the new enactment. The above view, as appeared from a reference to the case of (50) A.V. Fernandes v. State of Kerala, (1957) 8 STC 561 , as cited by Dr. Pal, has been followed and approved by the Supreme Court. 52. At this stage, it should be kept on record, Mr. Chatterjee submitted that the said Co-operative Bank being at present in-charge and control of a learned Special Officer appointed by this Court, and who is really representing the same or authorised to do so, should not be allowed to take a partisan spirit or to support any of the sides in this proceeding, the more so when, he is an officer of the Court, and according to him, from the submissions of Dr. Pal, it is amply clear that the said learned Special Officer has not really or is not actually behaving in such manner. Mr. Chatterjee also pointed out that whatever be the result of our determination viz., if on our determination the concerned Rule fails or succeeds, the learned Special Officer will have to relinquish his post and vacate the office. It was further pointed out by Mr. Chatterjee that the learned Special Officer is getting a fixed remuneration of 100 Gms. and over and above that, in terms of a Resolution dated 11th June, 1981, he is drawing a conveyance allowance for attending Bank's Office and for performing other duties from the said Co-operative Bank's Establishment, on submission of Bills. Let the copy of the said resolution as produced, be kept in the record. On being asked by Mr. Chatterjee, Mr. Banerjee was requested to file a statement regarding the further drawings by the learned Special Officer. Such statement, under Ref. No. CB : Genl: Misc. dated 11.6.85, has been filed by Mr. Banerjee. Let that statement also be kept in the record. 53. Mr. Dipankar Ghose, appearing for the Respondent Union of India, really supported the stand taken by the petitioners and the said Co-operative Bank. It was also his contention that the second proviso to section 26(1) of the said Act is mandatory and on consideration of the language, intention and object of the same, there would be no other answer than to hold what has been indicated above. On a reference to the case of Khub Chand & Ors. v. State of Rajasthan & Ors. (Supra) also and the tests as indicated therein, Mr. On a reference to the case of Khub Chand & Ors. v. State of Rajasthan & Ors. (Supra) also and the tests as indicated therein, Mr. Ghose also contended that unless displaced, the said second proviso in section 26(1) will have a presumption of mandatory character attached. He further contended, on a reference to paragraph 263 of Crawford's ‘Statutory Construction’, that since the terms of the said second proviso is in a negative form, that would also be indicative of mandatory character of the concerned provision, the more so when, prohibition or negative words can really, if ever, be directory. It was also contended by Mr. Ghose that the object of the said Act, if duly considered, would leave no room for doubt that the finding of the mandatory nature of the said second proviso to section 26(1), would be consistent with such object or in harmony with the same. Mr. Ghose, in support of his contentions, place reliance on the case of (51) Haridwar Singh v. Begun Sumbrui & Ors., AIR 1972 SC 1242 , where, while interpreting Rule 10(1) of the Bihar Rules of Executive Business, it has been observed that no universal rule can be laid down for determining whether a provision in a rule is mandatory or directory. In each case, one must look to the subject-matter and consider the importance of the provision disregarded and the relation of that provision to the general object intended to be secured, Prohibitive or negative words can rarely be directory and are indicative of the intent that the provision is to be mandatory, apart from holding, that the negative or prohibitive language of Rule 10(1) is a strong, indication of the intent to make the rule mandatory. Further, Rule 10(2) makes it clear that where prior consultation with the Finance Department is required for a proposal, and the department, on consultation, does not agree to the proposal, the department originating the proposal can take no further action on the proposal. The cabinet alone would be competent to take a decision. Thus, prior consultation is an essential pre-requisite to the exercise of the power. In this determination, Mr. Ghose pointed out, that the observations in the case of Cullimore v. Lyme Reigs Corporation (Supra), have been approved. Mr. Ghose, then referred to the determinations in the case of (52) Lachmi Narain & Ors. Thus, prior consultation is an essential pre-requisite to the exercise of the power. In this determination, Mr. Ghose pointed out, that the observations in the case of Cullimore v. Lyme Reigs Corporation (Supra), have been approved. Mr. Ghose, then referred to the determinations in the case of (52) Lachmi Narain & Ors. v. Union of India & Ors., (1976) 2 SCC 953 . That was a case, where the power under section 2 of Union Territories (Laws) Act, 1950, to extend laws to Union territories with such restrictions and modifications as necessary to the considered. In fact, while dealing with the question of extension of section 6(2) of the Bengal Finance (Sales Tax) Act, 1941 to Delhi, it has been held that the primary power bestowed by section 2 on the Central Government, is one of extension, that is, bringing into operation and effect, in a Union territory, an enactment already in force in a State. The discretion conferred by the section to make 'restrictions and modifications' in the enactment sought to be extended, is not a separate and independent power. It is an integral constituency of the power of extension. It cannot be exercised apart from the power of extension. Also the power given by section 2 exhauste itself on extension of the enactment; it cannot be exercised repeatedly or subsequently to such extension. It can be exercised only once, simultaneously with the extension of the enactment. This is one demension of the statutory limits which circumscribe the power. The second is that the power cannot be used for a purpose other than that of extension. In the exercise of this power, only such "restrictions and modifications" can be validly engrafted in the enactment sought to be extended, which are necessary to bring it into operation and effect in the Union territory. "Modifications" which are not necessary for, or ancillary and subsequent to the purpose of extension, are not permissible. And only such "modifications" can be legitimately necessary for such purpose as are required to adjust, adopt and make the enactment suitable to be peculiar local conditions of the Union territory for carrying it into operation and effect. In the context of the section, the words "restrictions and modifications" do not cover such alterations as involve a change in any essential feature of the enactment or the legislative policy built into it. In the context of the section, the words "restrictions and modifications" do not cover such alterations as involve a change in any essential feature of the enactment or the legislative policy built into it. This is the third dimension of the limits that circumscribe the power, apart from holding, that the impugned notification, dated December 7, 1957, transgresses the limits which circumscribe the scope and exercise of the power conferred by section 2 of the Laws Act, at least, in two respects. Firstly, the power has not been exercised contemporarily with the extension or for the purposes of the extension of the Bengal Act to Delhi. Secondly; the alteration sought to be introduced by this notification and section 6(2), goes beyond the scope of the 'restrictions and modifications' permissible under section 2 of the Laws Act; it purports to change the essential features of sub-section (2) of section 6, and the legislative policy inherent therein. Here the language of sub-section (2) of section 6 is emphatically prohibitive, it commands the Government in unambigious negative terms that the period of the requisite notice must not be less than three months. Thereafter, Mr. Ghose referred to the case of (53) Mannalal Khetan v. Kedar Nath Khetan & Ors., AIR 1977 SC 536 and more particularly to the observations that negative, prohibitory and exclusive words are indicative of the Legislative intent when the statute is mandatory. Negative words are clearly prohibitory and are originally used as Legislative device to make a statutory provision imperative. The words "shall not register", are mandatory in character is strengthened by the negative form of the language. Lastly, Mr. Ghose referred to that portion of the impugned judgment, where the learned Trial Judge has considered the cases of public duty. 54. At the time of the hearing of the appeal, Mr. Chatterjee filed in Court on 12th June, 1985, with copies to his adversaries, a bunch of letters, apart from the Xerox copies of notifications dated 8th September, 1977, 17th January, 1978, 2nd March, 1978 and 14th March, 1979. Let those documents, which were filed in addition to the other documents as indicated hereinbefore, be kept in the records of this proceedings. On a reference to the letter dated 6th June, 1977, addressed by the Assistant Chief Officer of the Reserve Bank of India to the Registrar of Co-operative Societies, West Bengal, Mr. Let those documents, which were filed in addition to the other documents as indicated hereinbefore, be kept in the records of this proceedings. On a reference to the letter dated 6th June, 1977, addressed by the Assistant Chief Officer of the Reserve Bank of India to the Registrar of Co-operative Societies, West Bengal, Mr. Chatterjee pointed out that it was well within the knowledge of the Reserve Bank of India or their authorities that the E. & N.F. Railway Co-operative Bank Ltd. has been persistently defaulting in the maintenance of cash reserve and liquid assets under sections 18 and 24 of the said 1949 Act, apart from in the submission of the different statutory returns as specified in the Act and furthermore, from their letter No. ACD (Cal) BR. 116/R. 1/77-78 dated 8th July, 1977, addressed to the Administrator of E. & N.E. Railway Co-operative Bank Ltd., it would also appear that the Reserve Bank of India or their authorities, were aware that there was an Administrator and they took no exception to the same. At this stage, we must also keep on record that Dr. Pal vehemently objected to the production of the records, as mentioned above at this later stage. But, we have allowed such production of the documents with corresponding opportunities to all concerned to file objection if any, as we felt that the production of the documents concerned or the looking into them, would be necessary for due and effective disposal of the matter and for ends of justice. It should also be noted that no exceptions in fact have been filed. Such knowledge of the Reserve Bank of India, about the presence of the Administrator would also be proved from the letter No. ACD (Cal) BR. 319/R. 1/77-78 dated 18th July, 1977, to the Registrar of Co-operative Societies, West Bengal and also from their letter No. ACD (Cal) BR 4153/R 4(40)/77-78 dated 2nd February, 1978 to the Administrator of the E. & N.F. Railway Co-operative Bank Ltd. It is needless to point out that the Co-operative Bank was initially known as E & N.F. Railway Co-operative Bank Ltd. In the background as above read with the averments in the said notification, the correctness whereof was pointed out by Mr. Chatterjee, not to have been disputed, it was claimed that really the picture and position of the concerned Co-operative Society was bleak and as such, the said notification was duly, appropriately and legally issued. Mr. Chatterjee also pointed out that because of the injunction as issued, election of the said Co-operative Bank has not been possible and in fact for all practical purposes and even though a learned Special Officer has been appointed, the old Board is continuing. The allegations of Political machination or that the steps in the matter of super session, were taken in keep the present party in power in West Bengal Government, in the control of the said Co-operative Bank, were vehemently opposed find denied by Mr. Chatterjee and after referring to the fact that the affairs the said Co-operative Bank were well-known to the authorities of the Reserve Bank of India, much earlier than the present ruling party came into power in West Bengal, he pointed out that initial steps in the matter of superseding the said Co-operative Bank, for the reasons indicated hereinbefore, were taken much earlier and by then ruling party, which was certainly not the present ruling party of the State. 55. While on the nature and character of the second proviso to section 26(1), Mr. Chatterjee indicated that the first proviso of that section deals with immediate intervention in case of emergency and public interest involved in respect of a Co-operative Society and for the dissolution of the Managing Committee of the same without giving such Committee any notice and the second proviso speaks of consultation with the Reserve Bank of India, in case of super-session of some specified class of Banks. He of course, admitted that the order for the winding up of a Co-operative Society under section 89 of the said Act and super-session of the said Co-operative Bank under or in terms of section 26(1) would be different and according to him even under the second proviso to section 26(1), the super-session as in this case and that too without consulting the Reserve Bank of India would be possible and permissible, as the said provision is not mandatory. 56. It was pointed out by Mr. 56. It was pointed out by Mr. Chatterjee from the statement of objects and reasons, that it would appear that on 26th April, 1973, the West Bengal Co-operative Societies Bill, 1973 (Bill No. 31 of 1973) was passed by the West Bengal Legislative Assembly, as it was thought necessary and expedient to consolidate and amend the law relating to Co-operative Societies in W. Bengal, making provisions therein amongst others, for smooth and efficient functioning of insured Co-operative Bank in the interest of healthy growth of Co-operative movement in the State and for exercising of effective control and super-session over them by the Reserve Bank, through the Registrar. It was contended by Mr. Chatterjee that since the said statement and object was without the second proviso was not for or could not be related to clause (k) of the Bill, the particulars whereof have been quoted hereinbefore. It was also contended that ordinarily such consultation with the Reserve Bank of India was necessary, but there was or has been no binding nature. The second proviso to section 26(1) of the said Act, Mr. Chatterjee pointed out, was substituted through the West Bengal Co-operative Societies (Amendment) Bill 1974 (Bill No. 55 of 1974) and while on the effect of such incorporation, when the same was not covered by the objects and reasons of the said Act as mentioned hereinbefore, or whether such incorporation should be mandatory or directory, reference was made by him to the case of (54) M/s. Atlas Cycle Industries Ltd. & Ors. v. State of Haryana, AIR 1979 SC 1149 . Section 3(6) of the Iron and Steel Control Order 1956 and clause 15(i) thereunder, by which maximum selling price of various categories of iron and steel including black plain iron sheets and the notification of the Central Government, fixing the necessary rate was considered in that case and while considering that, a point also came up for consideration as to whether a notification would be void when the same not placed before the Houses of Parliament and also whether such laying of the notification before the Houses of Parliament under section 3(6) was directory. In that case, the Supreme Court has observed that the requirement of laying before both the Houses of Parliament of any order under section 3(6) of the Act is only directory and not mandatory. In that case, the Supreme Court has observed that the requirement of laying before both the Houses of Parliament of any order under section 3(6) of the Act is only directory and not mandatory. The Legislatures never intended that non-compliance with the requirement of laying as envisaged by sub-section (6) of section 3 of the Act should render the order void. Consequently non-laying of the notification fixing the maximum selling prices of various categories of iron 2nd steel including the black plain iron sheets, passed under clause 15(i) of Iron and Steel Control Order 1956, before both Houses of Parliament cannot result in nullification of the notification and the two considerations for regarding a provision as directory are; (1) absence of any provision for the contingency of a particular provision not being complied with or followed and (2) serious general inconvenience and prejudice that would result to the general public if the act of the Government or an instrumentality is declared invalid for non-compliance with the particular provision. Now the policy and object underlying the provisions relating to laying the delegated legislation made by the subordinate law making authorities or orders passed by subordinate executive instrumentalities before both Houses of Parliament being to keep supervision and control over the aforesaid authorities and instrumentalities, the "laying clauses" assume different forms depending on the degree of control which the Legislature may like to exercise. It was Mr. Chatterjee's specific contention that on consideration of consequences and the question of public prejudice, the determinations as referred above, would apply in this case. 57. Before making his further submissions on the point regarding the directory or mandatory character of the said second proviso to section 26(1) of the said Act, Mr. Chatterjee referred to the cases as cited by his adversaries. He claimed that even in spite of the fact that in the case of Estate and Trust Agencies Ltd. v. Singapore Improvement Trust (Supra), which has dealt with and laid down the matters which under a house unfit for human habitation, the powers of the Improvement Trust concerned, which have been observed to be strictly limited by statute and the findings as to when a writ of Certiorari can be issued, some discretion is therefor the authorities concerned, as such, according to Mr. Chatterjee, that determination will not strictly apply in the facts of this case or has laid down any absolute proposition as suggested by Mr. Dutta. Then, Mr. Chatterjee pointed out that the determinations in the case of The King v. Electricity Commissioners, Exparte London Electricity Joint Committee Company (1920), Ltd. & Ors. (Supra), which has also and really laid down the circumstances when a writ of Certiorari can go, would not have any relevant application in this case. So far the determinations in Rex v. Nath Exparte Okay (Supra), it was contended by Mr. Chatterjee that the principles as laid down in that case, where the delay was of six months only and not seven years or so as here, cannot be applied in this case. The determinations in the case of The United Commercial Bank Ltd. v. Their workmen (Supra), which was one of the question of Industrial Disputes Act, 1947 and the observations as indicated hereinbefore, were made by the Supreme Court, on the question of jurisdiction of the existing members to continue the proceedings in the absence of one of the members as he ceased to be so, was claimed by Mr. Chatterjee to be inapplicable in this case. In fact, the majority is view in that case amongst others is, where the services of one member have ceased to be available, he cannot sit again with other members to form the Tribunal in the absence of a notification under section 7, apart from holding, that even if it is accepted that the absentee member continued throughout, a member of the Tribunal, the members have no jurisdiction to make the Award in terms of section 15 and have therefore also no jurisdiction to sign the Award under section 16. The observations in the case of Pioneer Traders v. Chief Controller of Imports & Exports, Pondicherry (Supra), as made by K.C. Das Gupta, J. and to which Mr. Dutta placed reliance, being the dissenting view and not the majority judgment, the same was claimed by Mr. Chatterjee; to be not the law as laid down by the Supreme Court under Article 141 of the Constitution of India. He further pointed out from the determinations in the case of West Bengal State Co-operative Bank Ltd. & Ors. v. State of West Bengal & Ors. Chatterjee; to be not the law as laid down by the Supreme Court under Article 141 of the Constitution of India. He further pointed out from the determinations in the case of West Bengal State Co-operative Bank Ltd. & Ors. v. State of West Bengal & Ors. (Supra), special leave to appeal to the Supreme Court has been obtained with corresponding stay order and the said appeal is still pending. In any event, Mr. Chatterjee pointed out further, that the determinations in that case would not be available or applicable in this case, as in that case the issue to be decided was whether a State Co-operative Bank is an Apex Society. 58. The head note of the case of Montreal Street Railway Company v. Normandin (Supra), to which reference was also made by Mr. Chatterjee indicates that the verdict of a Jury in an action will not be set aside on account of irregularities in the due revision of the Jury list unless the litigant applying proves that he has been prejudiced thereby, apart from laying down the circumstances under which a statutory provision for the performance of a public duty should be treated as being merely directory. On the basis of such principles as indicated, Mr. Chatterjee contended, that the real test for determining, whether the provisions of statute are directory or mandatory, would thus depend upon the prejudice, which will be suffered or caused in case of non-compliance with the provisions and non-compliance simplicitor would not mean automatic nullification of the provisions. In terms of the said determination, Mr. Chatterjee also pointed out that the relevant tests for necessary determination of the point may firstly be, the consequences of non-observance and secondly, if any public duty is attached and required to be performed. He further contended that on the basis of the case under consideration and to hold a proceeding to be null and void, the Courts will have to consider if greater harm to public interest would be involved and if so, the same may be avoided. On the basis as above, Mr. Chatterjee claimed, to have such harm or greater harm to the share holders in this case and more particularly in view of the facts of the same, it should be held that the provisions of the second proviso to section 26(1) of the said Act are not mandatory but they are directory. On the basis as above, Mr. Chatterjee claimed, to have such harm or greater harm to the share holders in this case and more particularly in view of the facts of the same, it should be held that the provisions of the second proviso to section 26(1) of the said Act are not mandatory but they are directory. In view of his submissions as above, Mr. Chatterjee claimed that the case under consideration or the determinations therein, would really help the cause of Respondent Nos. 3-5 and not the petitioners or the said Co-operative Bank. According to Mr. Chatterjee, the case of Biswanath Khemka v. Emperor (Supra), has laid down the effect of non-consideration of the provisions of a statute in case the same is in a negative form, apart from the question of consultation. It was pointed out by him that the real, actual and effective challenge in the case before us is about non-consultation with the Reserve Bank of India, in terms of the second proviso to section 26(1) and after placing the observations in the case under consideration to the effect "we are further of the opinion that the direction laid down in section 256 is directory and not mandatory and that non-compliance with it would not render an appointment otherwise regularly and validly made ineffective or imperative. It seems to us that any other view would lead in many cases to results which could not have been intended by Parliament and would entail general inconvenience and injustice to persons who have no control over those entrusted with the duty of making recommendations for the grant of magisterial powers; see Montreal Street Railway Co. v. Normandin and since on such findings it has been held that the directions as to consultation laid down in section 256 is directory and not mandatory and non-compliance with it would not render an appointment otherwise regularly and validly made ineffective or inoperative, be claimed the super-session as made in this case and that too for the facts and circumstances of the same to be void and the same would not be interfered. It was also claimed by Mr. It was also claimed by Mr. Chatterjee, since in the above case, a judicial power has been held to be directory, applying the tests as laid down therein, there would be no difficulty in holding the power exercised in this case to be so, as here the power as exercised was executive power. While on the question of consultation, Mr. Chatterjee also pointed out, on a reference to the case of State of U.P. v. Manbodhan Lal Srivastava, that on the basis of the real conclusion as arrived at in that case, that it is incumbent upon the Executive Government when it proposes to take any disciplinary action against a public servant to consult the Commission as to whether the action proposed to be taken was justified and was not in excess of the requirements of the situation, and further, when it has also been observed in paragraph 8 of that determination, that it is clear that the requirements of the consultation with the Commission does not extend to making the advice of the commission on those matters, binding on the Government, in case of such non-compliance as alleged in this case, the order in question may become irregular but not a nullity and as such, the said determination would also be of no avail or assistance to the petitioner/appellants. Apart from the above, Mr. Chatterjee also made a pointed reference to paragraphs 10 and 11 of the determination on the use of the word "shall", the particulars whereof have been quoted hereinbefore. It was his claim that on the basis of the determinations in the case under discussion, the consultation in this case, was and should be deemed to be directory. 59. It was then contended by Mr. Chatterjee that the cases as referred to by his adversaries, on the aspect of consultation were and are directory and that should also be the effect of the other decisions, which were referred by him. In fact, he referred to the case of (55) L. Hazaril Mal Kuthiala v. Income-Tax Officer, Special Circle, Ambala Cantt. & Anr., AIR 1961 SC 200 , where the Contentions were that the Patila Income-Tax Act contained provisions almost similar to sections 5(5) and 5(7A) of the Indian Income-tax Act. Sub-section (5) differed in this, that the Commissioner of Income tax was required to consult the Minister-in-Charge before taking action under that sub-section. & Anr., AIR 1961 SC 200 , where the Contentions were that the Patila Income-Tax Act contained provisions almost similar to sections 5(5) and 5(7A) of the Indian Income-tax Act. Sub-section (5) differed in this, that the Commissioner of Income tax was required to consult the Minister-in-Charge before taking action under that sub-section. The only substantial difference in the later sub-section was that the Explanation which was added to section 5(7A) of the Indian Income-tax Act as a result of the decision of this Court in (56) Bidi Supply Co. v. Union of India, 1956 SCR 267 : (S) AIR 1956 SC 479 did not find place in the Patila Act. The Commissioner, when he transferred this case, referred not to the Patila Income-tax Act, but to the Indian Income-tax Act, and it is contended that if the Patila Income-tax Act was in force for purposes of reassessment, action should have been taken under that Act and not the Indian Income-tax. This argument, however, loses point, because the exercise of a power will be referable to a jurisdiction which confers validity upon it and not to jurisdiction under which it will be nugatory, and it would appear, that the two sub-sections of section 5 of the Patila Income-tax Act were as under :- "(5) Income-tax Officers shall perform their functions in respect of such persons or classes of persons or of such incomes or classes of persons or of such incomes or classess of income or in respect of such areas as the commissioner of Income-tax may in consultation with the Minister-in-Charge direct, and where such directions have assigned to two or more Income-tax Officers, the same persons or classess of persons or the same incomes or classes of income or the same area, in accordance with any orders which the Commissioner of Income-tax may in consultation with the Minister-in-Charge make for the distribution and allocation of work to be performed. The Minister-in-Charge may, with the previous approval of the Ijlas-i-Khas, by general or special order in writing direct that the powers conferred on the Income-tax Officer by or under this Act shall, in respect of any specified case or class of cases, be exercised by the Commissioner, and for the purposes of any case in respect of which such order applies, references in this Act or in any rules made hereunder to the Income-tax Officer shall be deemed to be references to the Commissioner. (7A) The Commissioner of Income-tax may transfer any case from one Income-tax Officer subordinate to him to another, and the Minister-in-Charge may transfer any case from any one Income tax Officer to another. Such transfer may be made at any stage of the proceedings, and shall not under necessary the re-issue of any notice already issued by the Income-tax Officer from whom the case is transferred. And on consideration of them and the relevant facts, it has been observed that the provision about consultation in section 5(5) must be treated as directory. The essence of the rule is that where consultation has to be made during the performance of a public duty and an omission to do so occurs, the action cannot be regarded as altogether void, and the direction for consultation may be treated as directory and its neglect, as of no consequence to the result. The failure to consult the Central Board of Revenue (in place of Minister-in-Charge who is replaced by Central Board of Revenue under Finance Act, 1950) does not destroy the effectiveness of the order passed by the Commissioner, however wrong it might be from the administrative point of view. The power which the Commissioner has, is entrusted to him, and there is only a duty to consult the Central Board of Revenue. The failure to conform to the duty does not rob the Commissioner of the power which he exercises, and the exercise of the power cannot, therefore, be questioned by the assessee on the ground of failure to consult the Central Board of Revenue, provision regarding which must be regarded as laying down administrative control and as being directory." 60. According to Mr. Chatterjee, the case of Union of India v. Sankal Chand Himatlal Sethe & Anr. According to Mr. Chatterjee, the case of Union of India v. Sankal Chand Himatlal Sethe & Anr. (Supra) i.e. the Judge's transfer case, in view of the observations in head note (c), the particulars whereof have been quoted hereinbefore read with the observations in head note (B), deals with or lays down the rules regarding the transfer of the high office of Judges under the Constitution and such important matter or the rules or norms as laid down for the same read in the context of Article 222(2), cannot and should not be equated with a matter like the one under consideration in this appeal. Then, Mr. Chatterjee claimed that the determinations in the case of S.P. Gupta etc. and Ors. v. President of India and Ors. (Supra) i.e. the Judge's appointment Case, in view of the paramount object or public importance attached to the post and position of a judge or for securing the independence of the Judiciary, would require the necessary consultation with the authorities as in Article 217(1), but such procedure cannot also be made equally applicable in a matter like the one as impeached in this appeal. Here, according to Mr. Chatterjee, the only interest that is to be looked into, considered and preserved, that public interest should not suffer. The Kerala High Court Judgment in the case of Jose Kuttiyani and Ors. (Supra), was also claimed by Mr. Chatterjee to be in applicable in this case, in view of the grounds of attack as indicated in paragraph 13 of the report to the effect that certain allegations against the working of the Bank are seen made by one Chandran Nair, Board Member of Karikode Service Co-operative Bank Ltd., and he sent two petitions one dated 8.11.1980 and another dated 26.12.1980 direct to the Home Minister. Simultaneously similar allegations were seen, published in the Deshabhimani daily dated 19.12.1980 and 30.12.1980. These petitions were forwarded to the Registrar of Co-operative Societies by the Special Secretary to Government and the Private Secretary to the Minister (Home) for immediate enquiry and report. The covering letters contained a suggestion to send the report to the Minister in ten days positively. From the registrar's office copies of the petitions are seen sent to the Assistant Registrar on 29.12.1980 with an intimation that the Minister (Home) has asked the Registrar to submit the report in the matter in seven days. The covering letters contained a suggestion to send the report to the Minister in ten days positively. From the registrar's office copies of the petitions are seen sent to the Assistant Registrar on 29.12.1980 with an intimation that the Minister (Home) has asked the Registrar to submit the report in the matter in seven days. The enquiry officer prepared and submitted the report on 4.2.1981. Of course he had called for various statements and documents from the Bank relating to each of the allegations contained in the petition and the newspapers and such statements and documents were also forwarded to the Registrar along with the report. He reported that there is substance in the allegations in the petitioners and that they are of a serious nature. He recommended immediate action the moresowhen, in this appeal, there is no such challenge on merits. In that case, super-session of a committee under section 32 of the Kerala Co-operative Societies Act, 1969 was challenged. In fact, Mr. Chatterjee also pointed out that in the case under reference, the cases on the tests of directory or mandatory character of a statute, have not been considered and that determination, according to him, is also no authority for the list as involved in this case. After placing section 87 of the said Act, Mr. Chatterjee stated that from paragraph 12 of the determinations in the case of Bhagirati Co-operative Joint Farming Society Ltd. v. Howrah Zilla Parishad (Supra), which states that in interpreting the particular provisions of the statute on the principles so laid down, we cannot but accept the contention of the learned Government Pleader as also that of Mr. Chatterjee stated that from paragraph 12 of the determinations in the case of Bhagirati Co-operative Joint Farming Society Ltd. v. Howrah Zilla Parishad (Supra), which states that in interpreting the particular provisions of the statute on the principles so laid down, we cannot but accept the contention of the learned Government Pleader as also that of Mr. Ghosh that though sub-sections (4) and (5) of section 87 impose a time limit for deciding a dispute which is required to be strictly complied with otherwise the object of providing for arbitration by way of an early adjudication of the dispute would lose much of its effect-yet we are unable to construe the said two provisions to be so absolute in character that any breach thereof would render the arbitrator or the Registrar functus officio and consequently make the aware made in breach thereof, null and void, it would appear that the relevant and consequences of infraction as pointed out in that case, has been laid down and even if such tests or determinations as made in that case are applied here, the non-consultation with the Reserve Bank of India, would at best be a nullity, but that would not make the entire action as taken or had to be taken in the facts and circumstances of the case, void, unauthorised or without jurisdiction. Mr. Chatterjee claimed that if the determination in the case of The Municipal Corporation of Greater Bombay v. The B.E.S.T. Workers’ Union (Supra) and more particularly the observations in paragraphs 19 and 20 are read and construed duly. That determination will help his clients and not the others. It was then pointed out by him, that the real ratio in the case of Banawarilal Agarwalla v. State of Bihar & Ors. (Supra), has been indicated in paragraph 18 of the report to be "There is however no scope in the present case of applying the principles in support of the directory nature of section 59(3). As we have pointed out above, the inconvenience that might be caused by holding regulations made in contravention of section 59 (3) invalid is removed by the provisions of section 60 ; and on the other hand to hold that regulations may be validly made without following the procedure laid down in section 59 to be harmful to public interest, and to cause general inconvenience. The principles as mentioned above, have been indicated in paragraph 17 of the report. Mr. Chatterjee, after placing head note (b) as quoted earlier, as also placed head note (c) and then paragraphs 5 and 12, and contended that considering the risk to the large number of shareholders or their fate and interest in this case, the action as taken without consulting the Reserve Bank of India, was due and in any event, such consultory provision in the second proviso to section 26(1) of the said Act, is to be held as directory and not mandatory. Mr. Chatterjee pointed out that on the basis of the observations in the case of Cullimore v. Lyme Reigs Corporation (Supra), where on the basis of the submissions that all the defendant were doing was to discharge duties imposed on them by statute; that, accordingly, it was sufficient if they substantially complied with the provisions in sections 7(4) and (5), and that there has been substantial compliance and on such, it has been observed that the first question, namely, whether these provisions are mandatory or directory depends on the Act as a whole without reference to the particular facts in this case, and that the second question whether, assuming the provisions are directory only, there has been substantial compliance therewith, cannot be answered without reference to the facts of the particular case and the general principles have been indicated from Maxwell on, Interpretation of Statute, (10th Edition) to be, "it has been said that no rule can be laid down for determining whether the command is to be considered as a mere direction or instruction involving no invalidating consequence in its disregard or as imperative, with an implied notification for disobedience, beyond the fundamental one that it depends on the scope and object of the enactment.........A strong line of distinction may be drawn between cases where the prescriptions of the Act affect the performance of a duty and where they relate to a privilege or power. Where powers, rights or immunities are granted with a direction that certain regulations, formalities or conditions shall be complied with, it seems neither unjust nor inconvenient to exact a rigorous observance of them as essential to the acquisition of the right or authority conferred, and it is therefore probable that such was the intention of the legislature. Where powers, rights or immunities are granted with a direction that certain regulations, formalities or conditions shall be complied with, it seems neither unjust nor inconvenient to exact a rigorous observance of them as essential to the acquisition of the right or authority conferred, and it is therefore probable that such was the intention of the legislature. But when a public duty is imposed and the statute requires that it shall be performed in a certain manner, or within a certain time, or under other specified connections, such prescriptions may well be regarded as intended to be directory only in cases when injustice or inconvenience to others who have no control over those exercising the duty would result if such requirements were essential and imperative. After the above observations, in Montreal Street Rly. Co.’s case (Supra), as quoted in Maxwell to the effect, that "On the other hand, where the prescriptions of a statute relate to the performance of a public duty and where the invalidation of acts done on neglect of them would work serious general inconvenience or injustice to persons who have no control over these entrusted with the duty without promoting the essential aims of the legislature, such prescriptions seem to be generally understood as mere instructions for the guidance and government of those on whom the duty is imposed, or, in other words, as directory only", has also been indicated. 61. Mr. Chatterjee then referred to the case of Ram Gopal Chaturvadi v. State of Madhya Pradesh, AIR 1970 SC 158 , which, on recording the decision in the case of State of U.P. v. M.L. Srivastava (Supra), to the effect that the provisions of Article 320(3)(c) were not mandatory and did not confer any rights on the public servant and that the absence of consultation with the State Public Service Commission did not afford him a cause of action, has also observed to that effect. In fact, it was Mr. Chatterjee's specific submission, that in view of such determinations or applying the tests as laid down, which are admittedly in his favour, the steps as taken in this case, should be upheld and approved, holding the said second proviso to section 26(1) of the said Act, to be directory and not mandatory. Thereafter, Mr. Chatterjee dealt with the decision in the case of Union of India v. M.L. Kapoor and Ors. Thereafter, Mr. Chatterjee dealt with the decision in the case of Union of India v. M.L. Kapoor and Ors. (Supra) and claimed that the provisions as concerned in that case were held and observed to be mandatory and incumbent, as in the context and facts of that case, there was or has been effect upon the rights, of aggrieved persons, as members of a public service, who are entitled to just and reasonable treatment, by reasons of protections conferred upon them by Articles 14 and 16 of the Constitution, which are available, to them throughout their service. It was Mr. Chatterjee's contention also that such safeguards as mentioned above, being available to the employees concerned, in terms of their terms of service and conditions of employment and those exigencies not being available or applicable in this case, the said determination would be distinguishable. While dealing with the determinations in the case of Babji Kendaji Gavad v. Nasik Merchants Co-operative Bank Ltd. Nasik and Ors. (Supra), it was also claimed by Mr. Chatterjee that the observations made therein, would not apply in this case as on facts, it has been held in that case and that too, duly according to him, as election process cannot be given a go-by. In view of the observations in the case of Vasant Rao Mangroo v. Elution Commission of India and Ors. (Supra), to which reference was also made by Mr. Dutta. Mr. Chatterjee, claimed the said decision to be in applicable in this case. He further claimed that Khub Chand's case (Supra), in view of the findings and observations in paragraphs 6 and 7 would not be applicable in this case, as if the terms of the second proviso to section 26(1) of the said Act is held to be mandatory, the result will be absurd and unworkable in the facts of this case. It was also pointed out by him, that from the wordings of the provisions of the concerned provisions in that case, the intention to treat them as mandatory was clear, which was not the case in this proceeding. Then, Mr. Chatterjee dealt with the case of Govind Lal Charan Lal Patel v. The Agriculture Produce Market Committee & Ors. It was also pointed out by him, that from the wordings of the provisions of the concerned provisions in that case, the intention to treat them as mandatory was clear, which was not the case in this proceeding. Then, Mr. Chatterjee dealt with the case of Govind Lal Charan Lal Patel v. The Agriculture Produce Market Committee & Ors. (Supra) and pointed out that publication of the notification in a Gujrati newspaper in that case, was found and observed to be mandatory as a violation of such requirement was likely to affect valuable rights of traders and agriculturists, because in the absence of proper and adequate publicity, their right of trade and business would be hampered, without affording them an opportunity to offer objections and suggestions, an opportunity which the statute clearly deemed so desirable and such being the position and if the provisions in that case were not held to be mandatory, the public at large would suffer and there were penal consequences, that determination, according to Mr. Chatterjee is clearly distinguishable and not applicable in this case and that too because of the terms of the said Act. 62. Referring to the case of Haridwar Singh v. Bagun Sumbrui & Ors. (Supra), as cited by Mr. Ghose and where it has been observed that negative of prohibitive language of Rule 10(1) of the Bihar Rules of Executive Business is a strong indication of the intent to make the rule mandatory, the effect of Rule 10(2), according to Mr. Chatterjee should be considered. The terms of these Rules are 10(1) no department shall without previous consultation with the Finance Department, authorities any orders (other than orders pursuant to any general or special delegation made by the Finance Department) which: (a) either immediately or by their repercussion, will affect the finances of the State, or which, in particular, (i) involve any grant of land or assignment of revenue or concession, grant lease or licence of mineral or Forests, rights or a right to water power or any easement or privilege in respect of such concession, 10(2) where on a proposal under this rule prior consultations with the Finance Department is required, but on which the Finance Department might not have agreed, no further action shall be taken on any such proposal until the cabinet takes a decision to this effect. In fact, Mr. In fact, Mr. Chatterjee contended that the submissions made by Mr. Ghose on the basis of the determinations as indicated hereinbefore, would not duly apply in this case. Then, Mr. Chatterjee dealt with the case of Lachmi Narain v. Union of India & Ors. (Supra), which was also cited by Mr. Ghose. Mr. Chatterjee pointed out, section 6(2) of the Bengal Finance (Sales Tax) Act, 1941, as it stood immediately before the impugned notification required the State Government to give by notification in the Official Gazette", not less than 3 months notice of its intention to add to or omit from or otherwise amend the Second Schedule, it has been really observed on that basis that the primary key to the problem whether a statutory provision is mandatory or directory, is the intention of the law-maker as expressed in the law, itself. The reason behind the provision may be a further aid to the ascertainment of that intention. If the legislative intent is expressed clearly and strongly in imperative words, such as the use of "must" instead of "shall", that will itself be sufficient to hold the provision to be mandatory, and it will not be necessary to pursue the enquiry further. If the provision is couched in prohibitive or negative language, it can rarely be directory, the use of peremptory language in a negative form is per se indicative of the intent that the provision is to be mandatory. (Crawford 'The Construction of Statutes' pp. 523-24). Here the language of sub-section (2) of section 6 is emphatically prohibitive it commands the Government in unambigous negative terms that the period of the requisite notice must not be less than three months, and that being the position, the said determination of mandatory nature and character was certainly made or arrived at on a different premises or grounds different from the one as involved in this case and thus, that determination will not also duly apply in this case. Some of the findings of the learned Trial Judge, on the non-obstante clause, have been indicated hereinbefore. In fact, before the learned Trial Judge, the challenge was that the operation of sec. 26(1) of the said Act is excluded by the provisions of sec. 140 (1)(c) of the said Act, the particulars whereof have been quoted hereinbefore. Some of the findings of the learned Trial Judge, on the non-obstante clause, have been indicated hereinbefore. In fact, before the learned Trial Judge, the challenge was that the operation of sec. 26(1) of the said Act is excluded by the provisions of sec. 140 (1)(c) of the said Act, the particulars whereof have been quoted hereinbefore. The learned Trial Judge has in fact concluded that the expression "notwithstanding anything contained in the Act", if construed properly, would not exclude the operation of section 26(1) of the said Act in respect of an Insured Co-operative Bank and thus the said Co-operative Society in this case, and really section 140 of the said Act is an additional or supplemental provision, requiring the Registrar to dissolve the Managing Committee of an Insured Bank, if so required by the Reserve Bank of India. The learned Trial Judge has also observed that such power does not take away or exclude the General power of the Registrar or the State Government, to dissolve the Managing Committee of a Co-operative Society under section 26(1) of the said Act. It was also pointed out by the learned Trial Judge, if the Legislature considered the two provisions in section 140 and 26(1) of the said Act to be conflicting and self contradictory in their operation in relation to or intended to supersede section 26(1) in the case of Insured Co-operative Bank, the non-obstante clause would have been worded differently and such wording have been "notwithstanding anything to the contrary contained in this Act", but in this case, the non-obstante clause in section 140 does not limit the ambit and scope of the operation of section 26(1). Such observations by the learned Trial Judge, according to Mr. Dutta, were wrong. In fact, he claimed that the findings on the non-obstante clause or the effect thereof should have been in favour of the petitioners and to the effect as vindicated hereinbefore, Mr. Chatterjee of course contended otherwise. While on the consideration of non-obstante clause, he also referred to the case of Aswini Kumar Ghose and Anr. v. Arabinda Bose and Anr. In fact, he claimed that the findings on the non-obstante clause or the effect thereof should have been in favour of the petitioners and to the effect as vindicated hereinbefore, Mr. Chatterjee of course contended otherwise. While on the consideration of non-obstante clause, he also referred to the case of Aswini Kumar Ghose and Anr. v. Arabinda Bose and Anr. (Supra), which amongst others has observed that the enacting part of a statute must, where it is clear, be taken to control the non-obstante clause where both cannot be read harmoniously; for, even apart from such clauses a later law abrogates earlier laws clearly inconsistent with it, apart from holding it is not a sound principle of construction to brush aside words in a statute as being inapposite surplusage, if they can have appropriate application in circumstances conceivably within the contemplation of the statute and the Statement of objects and reasons, seeks only to explain what reasons induced the mover to introduce the bill in the House and what objects he sought to achieve. But those objects and reasons may or may not correspond to the objective which the majority of members had in view when they passed it into law. The Bill may have under gone radical changes during its passage through the House or Houses, and there is no guarantee that the reasons which led to its introduction and the objects thereby sought to be achieved have remained the same throughout, till the Bill emerges from the House as an Act of the Legislature, for they do not form part of the Bill and are not voted upon by the member. The Statement of objects and reasons appended to the Bill should be ruled out as an aid to the construction of a statute. It should also be noted that as pointed out by Dr. Pal, the views as expressed in the case under consideration were also approved and followed in the case of A.V. Farnandez v. State of Kerala (Supra). Mr. Chatterjee contended that if the statements, objects and reason of the said Act are duly considered, there would be no difficulty in holding that the learned Trial Judge was right and justified in his determinations as impeached. 63. The next case on which Mr. Mr. Chatterjee contended that if the statements, objects and reason of the said Act are duly considered, there would be no difficulty in holding that the learned Trial Judge was right and justified in his determinations as impeached. 63. The next case on which Mr. Chatterjee placed reliance, was the case of Major (57) U.R. Bhatt v. Union of India, AIR 1962, SC 1344, where also, the Supreme Court has observed that Article 320 is not mandatory had does not control Article 311. The said determination has also and in fact reiterated the view that Article 320(3)(c) is not mandatory and it does not confer any right on the public servant, and the absence of consultation with the Public Service Commission or any irregularity in consultation does not offer him a cause of action in a court of law. Mr. Chatterjee then pointed out, on a reference to the case of (58) Bombay Union of Journalists & Ors. v. The State of Bombay and Anr., AIR 1964 SC 1617 , whereon consideration of language of section 25F of the Industrial Disputes Act, 1947, it has been observed that clause (c) of section 25F cannot receive the same consideration as clauses (a) and (b) of section 25F. Section 25F(a) requires that the workman has to be given one month's notice in writing indicating the reasons for retrenchment, and the period of notice has to expire before the retrenchment takes place. It also provides that the workman can be paid in lieu of such no lice, wages for the said period. Reading the latter part of clause (a) and clause (c) together, it seems to follow that in cases falling under the latter part of clause (a) the notice prescribed by clause (c) has to be given not before retrenchment, but after retrenchment; otherwise the operation given to the employer to bring about immediate retrenchment of the workman on paying him wages in lieu of notice would be rendered nugatory. Therefore, clause (c) cannot be held to be a condition precedent even though it has been included under section 25F alongwith clauses (a) and (b), which prescribes conditions precedent, that the said clause (c) was not thus held to be a condition precedent, that the action as impetecded in this case was done. In fact, on the basis of the determinations as above and as cited by him, Mr. In fact, on the basis of the determinations as above and as cited by him, Mr. Chatterjee specifically claimed and contended that the context, language and mischief as sought to be avoided and so also the question of prejudice, which may be caused, will have to be considered, while dealing with finding out whether the provisions of a statute should be deemed to be directory or mandatory and according to him, those tests, if applied in this case, will lead to the conclusion that the provisions of the second proviso to section 26(1) are directory and not mandatory and the said section 26(1), is not really controlled by section 140 of the said Act, which is an additional provision. 64. In the case of (59) Smt. Prativa Bose v. Kumar Rupendra Deb Raikat & Ors., AIR 1965 SC 540 , the provisions of Bengal Wills and Intestacy Regulation (5 of 1970) and more particularly section IV, was considered by the Supreme Court and while considering the question, if it is obligatory on the part of the District Judge to demand security, it has been observed that section IV leaves it to the District Judge to ask for security if in all the circumstances of the case he thinks that is the proper order to make. He has a discretion in the matter and is not obliged as soon as a cause comes under section, to demand the security. No doubt the section says "the Judge......shall take......security." Prima facie the words appear to impose on obligatory duty on the Judge. But the context may indicate a different intention; and the context in the present case does so, apart from holding that instead of directing the District Judge to take sufficient security from the opposite party, the proper course for the High Court in revision would be to send the case back to the District Judge to decide in his discretion whether he considers it a fit case for calling upon the opposite party to furnish security and if he thinks it is, to take the security. District Judge in deciding whether to demand security or not will no doubt give due consideration to everything properly placed before him including findings in the application for appointment of receiver and make his own order after such consideration. Mr. District Judge in deciding whether to demand security or not will no doubt give due consideration to everything properly placed before him including findings in the application for appointment of receiver and make his own order after such consideration. Mr. Chatterjee claimed that when the words are "shall take security.........", the context is to be considered and it, not being the determination, that such security can be asked for or claimed as a matter of course, applying these tests or the underlying principles in that determination, it must be held that the learned Trial Judge was justified and acted well within his jurisdiction and competence in holding the provisions as involved before him, to be directory. There after Mr. Chatterjee referred to the case of (60) State of Punjab v. Satya Pal Dang and Ors., AIR 1969 SC 903 , which was a case where the speaker's power in adjourning legislature under Rule 105 of rules of procedure and conduct of Business in Punjab Legislative Assembly, for two months beyond 31st March, was considered in terms of Article 174(2) of the Constitution of India. On consideration of the relevant provisions of the constitution and the rules as mentioned above the Supreme Court has observed that where in the absence of the Speaker at the time of the passing of the Money Bills, the Deputy Speaker at the time of passing of the Money Bills, the Deputy Speaker acts as the Speaker under Article 180(2), he can effectively certify the Money Bills under Article 199(4), though Article 199(4) mentions only the Speaker of the Legislative Assembly, apart from observing, that the provisions of Article 199(4) cannot be views as mandatory but only as directory. If the constitution saw the necessity of providing a Deputy Speaker to act as the Speaker during the latter's absence or to perform the office of the Speaker when the office of the Speaker is vacant, it stands to reason that the Constitution could never have reposed a power of more certification absolutely in the Speaker and the Speaker alone and the distinction between a mandatory provision of law and that which is merely directory is this that in a mandatory provision there is an implied prohibition to do the act in any other manner while in a directory provision substantial compliance is considered sufficient. In those cases where strict compliance is indicated to be a condition precedent to the validity of the act itself, the neglect to perform it, is fatal. But in cases where although a public duty is imposed and the manner of performance is also indicated in imperative language, the provision is usually regarded as merely directory when general injustice or inconvenience results to others and they have no control over those exercising the duty. On the basis of those determinations, Mr. Chatterjee wanted to point out that how, mandatory provisions on the basis of implied prohibition, are to be construed. It was claimed by him that applying that tests also the answer in the instant case should be the learned Trial Judge was right and justified in holding the second proviso to section 26(1) of the said Act to be directory and not mandatory. Then, reference was made by Mr. Chatterjee to the case of (61) Virij Ram Sutaria v. Nathalal Premji Bhanvadia and Ors., AIR 190 SC 765 and where it has been laid down that the real purpose of the provision whether statutory or constitutional has to be considered, to find out whether notwithstanding the apparently mandatory form of the words used, any deviation there from is to be struck down. Non-compliance will not necessarily render a proceeding invalid, if by considering its nature, its design and the consequences which follow from its non-observance, one is not led to the conclusion that the legislature or the Constitution makers intended that there should be no departure from the strict words used. In that case, the Supreme Court had also the occasion to consider the provisions in Article 173 of the Constitution of India, which indicates that a person shall not be qualified to be chosen to fill a seat in the Legislature of a State unless he possesses the qualifications as mentioned in paragraph of the report. Mr. Chatterjee pointed out, even on the basis of those terms, when the Supreme Court has observed in the manner as indicated hereinbefore, there would be no justification in holding that the learned Trial Judge was not justified in its findings that the provision of the second proviso to section 26(1) of the said Act are directory and not mandatory. Lastly, a reference was also made by Mr. Lastly, a reference was also made by Mr. Chatterjee to the latest determinations of the Supreme Court, in the case of (62) Ganesh Prosad Sah Kesari and Anr. v. Lakshmi Narayan Gupta, AIR 1985 SC 964 , where the word "shall" used in section 11A of the Bihar Buildings (Lease, Rent and Eviction) Control Act, (3 of 1947) has been found to be directory and not mandatory and it has further been observed, that such word "shall" must be read as "may". In fact, reference was made by him to the observations that if one ascertains the intendment of the legislature, the purpose for which the provision was enacted, the beneficent nature of the statute and to protect the harassed tennant, obviously it does not require long argument to hold that the expression "shall" was used not with a view to making the provision mandatory or imperative but it was to be directory. Such a construction would advance the purpose for which the Act was enacted namely the protection of tenants. It will also not render the court powerless in the face of harash facts where striking off the defence would be nothing short of miscarriage of justice. 65. It is true, on the basis of the decisions as cited at the Bar, intervention in a proceeding of the inferior Tribunal or Authority should not ordinarily be made, more so when, there is unusual and unexplained delay and more particularly when, in the meantime, the party challenging the proceedings, has really derived some benefit on the basis of acting on the basis of or accepting the action as impeached and the court finds that because of such position or acting, no substantial injustice would really be caused, if no interference is made. It is an admitted fact in this case, that the initial notification dated 14th March, 1979, reconstituting the Board and which expired on 29th February, 1980, has not been challenged, apart from the fact that other notifications dated 8th September, 1977, 17th January, 1978, 2nd March, 1978 and 14th March, 1979 have not also been challenged and the initial challenge to the said notification was not also on the ground of infraction of the second proviso to section 26(1) of the said Act and at the initial stage of the Rule, which was obtained on 22nd January, 1981, the only challenge was on the ground and basis of Multi Unit Co-operative Society Act, full particulars whereof have been indicated hereinbefore and after about four years, the present ground of attack on the question of infraction of the second proviso to section 26(1) was brought in by way of amendment, after giving a go by to the said earlier challenge. The said Co-operative Bank has not admittedly approached this court at the earliest reasonable and opportune moment and in fact they have obtained the concerned Rule after about four years from the said notification and then again got the present amendment, whereby the real ground or the only ground of infraction of the second proviso to section 26(1) of the said Act is sought to be urged even three years thereafter. It cannot also be denied that the said Co-operative Bank has acted on the basis of the orders and there has in fact been no violation of the said Co-operative Bank's rights. The delay as indicated hereinbefore, not having been duly explained, the conduct of the said Co-operative Bank, can be held to be negligent and as such a writ of certiorari or a writ in the nature thereof, in terms of the determination in Moon Mill's case (Supra), cannot go or could not be issued. While on the sufferance of the said Co-operative Bank and violation of their rights, the observations in the case of Durga Prosad Gupta (Supra), Amrit Lal Berry (Supra) and Nayab Subadar Lakhman Singh (Supra), can be profitably looked into, considered and applied. We are of the view that the delay in the two counts as indicated herein before and that too on the submissions of Mr. We are of the view that the delay in the two counts as indicated herein before and that too on the submissions of Mr. Dutta as indicated hereinbefore, has not been duly and satisfactory explained and in fact, there cannot be any denial to the fact that the said Co-operative Bank or the authorities of the same, had acted on the basis of the notifications as indicated hereinbefore and as a consequence whereof, they have not only taken many decisions, but have also taken many steps, which have become final and if, interference is made now, that would have the effect of unsettling many settled facts and acts. Thus, we feel that the learned Judge, if he had intended so, would have been justified in discharging the Rule on that ground. While on the point of delay or laches, we are of the view that the latest observations of the Supreme Court as made in paragraph 12 of the report in the case of (63) Arun Kumar Chatterjee v. South Eastern Railway and Ors., AIR 1985 SC 482 , to the effect that "we find no justification for the attitude adopted by the Railway Administration in depriving the appellant of his legitimate rights. Loss of seniority of a Government servant with consequent loss of promotional prospects, higher pay and emoluments is a matter of serious consequence to him, with the appellant by his representations drew the attention of the departmental authorities to the injustice done to him, it was their duty to have rectified the mistake and re-fixed the seniority of the appellant it was precisely to meet a situation of this kind that the Railway Board's Circular dated Oct. 16, 1964 was issued. It provides that if a person has been promoted but not on the date on which be should have been promoted due to some administrative error then the employee should be assigned correct seniority vis-a-vis his juniors already promoted irrespective of the date of promotion. 16, 1964 was issued. It provides that if a person has been promoted but not on the date on which be should have been promoted due to some administrative error then the employee should be assigned correct seniority vis-a-vis his juniors already promoted irrespective of the date of promotion. It further provides that the pay of such employee in higher grade on promotion will be fixed pro-forma at the stage which he would have reached if he had been promoted at the proper time", would not appropriately apply in the facts of this case and on the prayers as made in the petition or the effect thereof, the determinations in Rex v. Electricity Commissioners (Supra) and The King v. North, Exparte Oakey (Supra), will have no application and so also the other case of United Commercial Bank Ltd. (Supra) and Pioneer Traders (Supra) and in any event, the ground of delay, it can be sustained, cannot be said to be a flimsy ground, but the same in or view should be considered to be a substantial one in writ proceeding, where delay and laches, if they are not duly explained, as in this case, will have to be considered. We cannot agree with the submissions of Mr. Dutta that since a substantial point regarding the interpretation of the second proviso to section 26(1) is involved in this case, this court should or can overlook the challenge on the ground of delay and that too for ends of justice or for doing due justice and should thus allow the proceeding to be continued in due exercise of its discretion even after the admitted delay. 66. The amendment, whereby the present challenge as indicated hereinbefore, was admittedly brought into existence, at a very late stage and more particularly, after about four years from the date of the issue of the Rule and that too during the course of hearing of the proceedings before the learned Trial Judge. The amendment can of course be allowed at any stage of the proceeding, provided by the attempt to bring such amendment, there would be no surprise to the other side and they are also given due and reasonable opportunities to meet and contest the amendments as asked for and over and above all, by allowing such amendment, the nature and character of the proceeding is not changed. Amendments, no doubt can be allowed, not only when the above conditions are satisfied, but they can also be allowed, and entertained for effective adjudication of the dispute. The amendment was allowed in this case, on the application of the said Co-operative Bank and Mr. Chatterjee claimed that the same was allowed on a point, different from the point as originally taken in the writ petition. We feel that the case of Oriental Gas Co. (Supra), will not apply in the facts of this case. In the Rule, the real claim of the writ petitioners was on the question of super-session of the Managing Committee or the validity and legality thereof, so the determinations in the case of Eastern Railway Employees" Congress (Supra), as referred to by Mr. Chatterjee, would not also apply in this case, as even on such amendment as asked for, the challenge to the legality and validity of super-session as indicated above and under challenge, was not sought to be changed and really, such challenge was kept intact. The introduction of the amendment, thus in our view, has not brought a new cause of action and the more so when, the challenge to the said notification, which was the real challenge, was not changed. The Respondent Nos. 3 to 5 in our view, cannot also claim to have suffered any prejudice in the learned Judge's determination on the question of amendment or his decision to allow the application for that, as they had the opportunity to file objection, if any, and in fact, even when such opportunity was afforded to them, they had ejected not to avail of the same. Such being the position, in the facts and circumstances of the case, we cannot hold that the learned Judge was wrong in dealing with or allowing the amendment. While dealing with a proceeding of the present nature, a court has very wide powers in the matter of allowing amendment of pleadings and all amendments which will aid the court in disposing of the matter in issue between the parties, should as a rule be allowed, subject to the law of limitation and the grounds as mentioned above. While dealing with a proceeding of the present nature, a court has very wide powers in the matter of allowing amendment of pleadings and all amendments which will aid the court in disposing of the matter in issue between the parties, should as a rule be allowed, subject to the law of limitation and the grounds as mentioned above. The Respondents as mentioned above, would of course be entitled to challenge the amendment as allowed or the determinations as made against them, in this appeal, even without preferring an appeal or filing any cross-objection, as amendment as allowed or the determination as made, must be subject to the further determinations in appeal. We find that in the matter of allowing the amendment or entertaining the application for the same, the learned Trial Judge did no wrong. Even inspite of our holding that because of the inordinate and unexplained delay; the Rule should not have been issued, we are approving the determinations as made by the learned Trial Judge, on the question of amendment, as we feel that in allowing such amendment or the application for the same, not only the proper and necessary procedure, but also the rules relevant for allowing an application for amendment, were duly followed and complied with. That being the position, such order as proposed by the learned Trial Judge, for whatever the same is worth, is upheld but the said determination should be guided and controlled by the ultimate order which we shall be proposing. 67. Now, we shall deal with the real question of controversy, viz., whether the second proviso to section 26(1) of the said Act is directory or mandatory. The respective submissions of the parties have been indicated hereinbefore in details. Admittedly, the said second proviso to section 26(1) was brought in the statute by way of amendment in 1974. It may also be true that the said Co-operative Bank has the necessary character or as stated by Mr. Dutta, at least the nomenclature of a Bank, under or in terms of the said 1949 Act and as such, he specifically contended that consultation with the Reserve Bank of India, for the exercise of powers under the said second proviso, was a must. Dutta, at least the nomenclature of a Bank, under or in terms of the said 1949 Act and as such, he specifically contended that consultation with the Reserve Bank of India, for the exercise of powers under the said second proviso, was a must. It is true, that ordinarily the words "shall" and "must" should be deemed to be mandatory and correspondingly, the word "may" would be directory, and it is incumbent on the courts to construe duly, the terms of the statute and the intention of the Legislature, for discovering and finding out, the real intent with the specific background that ordinarily, the Legislature intended to use the words in their usual and natural meaning. While construing the statute, the courts should also remember that such meaning, which would lead to absurdity, inconvenience or any meaning, which would be contrary to obvious intention of the Legislature should be sought to be avoided and that being the position, the terms "shall" and "must" may in appropriate cases be also held and found to be directory and sometimes the word "may" also may be required to be construed as mandatory. Everything will thus depend on due construction and consideration of the language as used, the nature and intention of the Legislature and so also the context, in which the words are used and that too on the basis of the tests and norms as laid down or indicated in Crawford on 'Statutory Construction', Graies on 'Statute Law' and Maxwell on the 'Interpretation of Statutes', the particulars whereof, have been indicated hereinbefore and so also, the principles as laid down by the celebrated decisions as cited at the Bar in this case. 68. 68. On the basis of the celebrated decisions, one thing is certain, that a statute which confers and regulates new rights, privileges, immunities and remedies, would be entitled to receive a mandatory construction and so also those statutes, the provisions whereof are required to be strictly complied with, must be deemed to have a mandatory character and the provisions of a statute which regulates the manner in which public officials are to exercise their powers, should be construed as directory and not mandatory, specially when, such regulation seeks to bring about uniformity, order, and convenyience and neither public nor private rights would be injured thereby and that apart, a negative convenant in a statute, or if nothing is said, regarding the consequences or effect of non-compliance of the same, the title of construction by a court should be in favour of directory nature of the provisions than mandatory character and in a converse case the construction should be mandatory. Thus, it is the compulsive from and nature in the statute, which would go a long way to construe whether the provisions of the same are directory or mandatory. In terms of Maxwell's ‘Interpretation of Statutes’ also intention of the statute, in the matter of above construction, plays a very important role, and the initial question would be when a statute requires that something shall be done, in a particular manner or from, without expressly declaring what shall be the consequences of non-compliance, is the requirement to be regarded as, imperative (or mandatory) or merely as directory (or permissive)? It has also been indicated in Maxwell that is impossible, to lay down and general rule for determining whether a provision is imperative or directory. It is true, that no uniform and universal rule is possible to be laid down for construction of a statute or as observed by Lord Cambell, L.C., 'whether mandatory enactments shall be considered directory only or obligatory with an implied nullification for disobedience, it is the duty of the courts of justice to try to get at the real intention of the Legislature by carefully attending, to the whole scope of the statute to be construed'. We are also of the view that while considering in the manner as above or as required, the courts should also be very careful and make the necessary consideration, with due care and caution and as indication above, the facts of each case should be looked into and considered subject to the importance of the relevant provisions of the statute which has been disregarded and the nexus of such provision with the general object, intent and purpose of the concerned statute and its scheme. For the rule of inference to be drawn firm negative and affirmative language, Craies on 'Statute Law', as referred to by Mr. Dutta and the particulars whereof have been indicated hereinbefore, may profitably be looked into and applied in this case. On such basis as indicated by Craies, it is true, if the statute enacts that something is to be done in a manner and in no other manner, the requirements must be deemed to be absolute and violation thereof, would be a case of neglect and should invalidate the proceeding. Craies has further observed and indicated that even though statutory enactments are expressed in affirmative language, sometimes they are treated as having negative implied, but affirmative words may not unnecessarily be so, if they are absolute, explicit and peremptory. Such or the difference as indicated above, has also been indicated in Brinda's 'Interpretation of Statutes' and it has really been indicated categorically that negative words would give a statute an imperative effect, but that would not mean that the legislature cannot incorporate in a statute, a provision which is mandatory in nature by expressing the same in a positive form of injunction rather in the negative form of injunction, apart from indicating, that words to have been used in their ordinary and natural sense and words of common, should be regarded as mandatory. One thing is also certain that while construing whether the provision of a statute is directory and mandatory, in addition to the tests as indicated above, Courts should also try to avoid violent interpretation and impact. 69. Before dealing with and determining the point in issue on the basis of the cases as cited at the Bar, some more facts as emerged from the pleadings in this case and so also the submissions made, must be noted. 69. Before dealing with and determining the point in issue on the basis of the cases as cited at the Bar, some more facts as emerged from the pleadings in this case and so also the submissions made, must be noted. They are that the Additional Registrar of Co-operative Societies, West Bengal, by his Memo dated 1st February, 1966, informed the secretary of the said Co-operative Society of the said Co-operative Bank, that no Co-operative Society shall do Banking business unless it uses the words "Bank", "Banker" or "Banking" in its name with a further direction that if the said Co-operative Bank intends to continue in Banking business, they will be required to have their Bye-laws amended in the manner as indicated above, apart from intimating that primary credit Societies will also have to amend their Bye-laws deleting the permissible provisions for admission of member societies and disaffiliate existing member Societies, if any. It has been indicated that pursuant to the above, Bye-law No. 1 of the said Co-operative Bank was amended by a resolution which was passed unanimously in a general meeting held on 26th August, 1976. Above being the position, it was claimed that the said Co-operative Bank should be deemed to be a Co-operative Bank and governed by Part V of the said 1949 Act and in that view of the matter, inspections of the said Co-operative Bank were held by the Reserve Bank of India under section 35 of the said 1949 Act and on that basis, Reserve Bank of India also issued letters and directions for rectifying, the defects, if any, found. It would also appear that although the specific point as sought to be urged in this Appeal was that without the consultation with the Reserve Bank of India, on order of super-session could be passed under the second proviso to section 26(1) of the said Act. Reserve Bank of India was not made a party Respondent either in the original proceedings or in this Appeal. Reserve Bank of India was not made a party Respondent either in the original proceedings or in this Appeal. From the records as available now in this Appeal, one thing is certain that it was well within the knowledge of the Reserve Bank of India that E. & N.F. Railways Co-operative Bank was persistently defaulting in the matter of maintenance of their cash reserve and liquid assets under sections 18 and 24 of the said 1949 Act and further more, they had defaulted in filing different statutory returns, apart from the fact, that they knew that there was also an Administrator. On the materials as available it was and is not difficult, in our view, to hold the opinion that the position of the concerned Co-operative Society which lately came to be known as the said Co-operative Bank, was bleak. We further feel that there is fame justification in the contentions of Mr. Chatterjee that because of the pending injunctions, the election of the said Co-operative Bank has not been possible for a considerably long period and there is also no justification to uphold Political manovering in the matter of having the super-session order passed and that too in the circumstances as indicated hereinbefore. Such jargon of Political manovering or machination, is being put forward for consideration before the Courts in many cases. But unless such allegations are proved by necessary legal evidence, the courts cannot take any cognizance of them and in this case, we are also not taking such allegations into consideration, as we feel that there is no legal evidence supporting them and evidence, if there be any contrary to those allegations. 70. The first proviso to section 26(1) of the said Act is meant for immediate intervention in case of emergency and public interest as involved with respect to a Co-operative Society or for the dissolution of the Managing Committee of the same without any notice to the Society and the second proviso admittedly postulates the consultation with the Reserve Bank of India, in cases of super-session of specified class of Banks. To answer the real question as posed in this proceeding or which is involved viz., the exact character of the said second proviso and more particularly whether the same is directory or mandatory, some more facts will also have to be considered, for the purpose of arriving at a decision regarding the necessary character of the said second proviso and that too on consideration of the Legislative intent, if any, involved. For the purpose the consideration of the statements, objects and reasons of the said Act or of the amendment incorporating the said second amendment, if any, will be of relevant consideration. It would appear that on 26th April, 1973, the West Bengal Co-operative Societies Bill, 1973 was passed by the West Bengal Legislature, as it was thought necessary and expedient to consolidate and amend the law relating to Co-operative Societies in West Bengal. The exact terms, and the objects of the Bill have been quoted earlier and such object also indicated that the Reserve Bank of India was given the authority to exercise power and effective control and super-session over the Insured Co-operative Banks in the interest of healthy growth of Co-operative movement in the State, through the Registrar. Such statement was admittedly incorporated without the second proviso to section 26(1), which was substituted later, through the West Bengal Co-operative Societies (Amendment) Bill 1974 and that being the position, we agree with the submissions of Mr. Chatterjee, that the said second proviso could not be related to a registered Insurance Bank under the said 1961 Act. We further find that the said second proviso to section 26(1) was not really covered by the objects and reasons of the said Act as indicated hereinbefore. 71. Chatterjee, that the said second proviso could not be related to a registered Insurance Bank under the said 1961 Act. We further find that the said second proviso to section 26(1) was not really covered by the objects and reasons of the said Act as indicated hereinbefore. 71. The case of Montreal Street Railway Company, (Supra) is perhaps the initial case on the tests to determine the directory and mandatory nature of the provisions in a statute and on facts as indicated in that case or the findings or consideration of the same, really established that the necessary determination would really depend upon the prejudice as would be suffered or take place in case of non compliance with the concerned provisions and in fact, the relevant tests firstly, should be the consequences of non-observance and secondly, to find out if any public duty is attached or required to be performed and over and above all, for holding a proceeding to be null and void, the courts will have to consider if greater public harm is involved and if so, the same should be sought to be avoided. It cannot be doubted that if such construction as indicated by Mr. Dutta is accepted, there would undoubtedly be greater harm and sufferings to the shareholders of the said Co-operative Bank, as admittedly, from the facts and circumstances of the case it appeared that the same was not functioning well and smoothly and in terms of the necessary obligations under the said Act or the Rules framed thereunder, and that too within the knowledge of the authorities concerned including the Reserve Bank of India. Thus, the determination under consideration may not absolutely be against the contentions of the Respondent Nos. 3-5, rather the same in our view perhaps helps them to a great extent. In Biswanath Khemka's case (Supra), the effect of non-consideration of the negative provisions of a statute, apart from the question of consultation have been considered. Thus, the determination under consideration may not absolutely be against the contentions of the Respondent Nos. 3-5, rather the same in our view perhaps helps them to a great extent. In Biswanath Khemka's case (Supra), the effect of non-consideration of the negative provisions of a statute, apart from the question of consultation have been considered. There is no doubt that the real claim or challenge in this Appeal, is also about the non-consultation with the Reserve Bank of India, in terms of the second proviso to section 26(1) and in the case under consideration, a judicial power has been held to be directory and that being the positions, we feel that the said determination would not also apply with all force in this appeal, as the power or the exercise of the same as involved in this proceeding, is executive power. The determinations in Manbodhan Lal Srivastava's case (Supra), have dealt with and laid down the necessity of consultation and has also indicated that in the absence of consultation, the order as impeached may become irregular but not a nullity and that being the position and even if we apply the tests as laid down in that case, that would make the order as impeached in this case irregular but not a null and void one and in that case or any case of irregularity, which is committed for any non-compliance, the concerned provisions should be held to be directory and not mandatory. Baburam Upadhya’s case (Supra), as submitted by Mr. Dutta has really explained the three cases as indicated earlier and such, as indicated hereinbefore, were also reiterated in the case of Banwarilal Agarwalla (Supra), which again was determined on consideration of the holdings and observations in Cullimore's case (Supra). Baburam Upadhya’s case (Supra), as submitted by Mr. Dutta has really explained the three cases as indicated earlier and such, as indicated hereinbefore, were also reiterated in the case of Banwarilal Agarwalla (Supra), which again was determined on consideration of the holdings and observations in Cullimore's case (Supra). If we consider the determinations in Banwarilal Agarwalla's case (Supra) or the real relation of the same read along with the risk which will be involved to the large number of shareholders of the said Co-operative Bank or their fate and interest, if strict compliance with the second proviso to section 26(1) is required to be followed or if the consultation with Reserve Bank of India is held to be mandatory, it would be in our view unreasonable to hold those provisions to be mandatory and we further feel that in terms of the determinations in Cullimore’s case (Supra), the theory of substantial compliance, can also be brought into action in this case, the more so when, we feel that the provisions of the second proviso to section 26(1) are not mandatory and they are directory. The tests and the determinations as made in Ram Gopal Chaturvedi's case (Supra), which on a reference to the decision in M.L. Srivastava's case (Supra), has observed that provisions of Article 320(3)(c) are not mandatory and did not confer any rights on the public servant as indicated earlier, would in our view, support the case of the Respondent Nos., 3 to 5 and that being the position, on the basis of those determinations, the said second proviso, should be held to be directory and not mandatory, as claimed by the Appellants. The above view, to a great extent gets support from the determinations in Major U.R. Bhatt's case (Supra). Similarly, we feel that the observations in the case of The Municipal Corporation of Greater Bombay (Supra), would really ensure to the benefit of the Respondents as mentioned above. 72. The submissions of Mr. The above view, to a great extent gets support from the determinations in Major U.R. Bhatt's case (Supra). Similarly, we feel that the observations in the case of The Municipal Corporation of Greater Bombay (Supra), would really ensure to the benefit of the Respondents as mentioned above. 72. The submissions of Mr. Dutta that the determinations in M.L. Kapoor's case would help the appellants as the said second proviso to section 26(1) of the said Act, is the only possible safeguard against the arbitrary exercise of powers as by such proviso, necessary check has been sought to be laid down though the consultation with the Reserve Bank of India, cannot be accepted and applied in this case, as the safeguards as mentioned in that case, were made available and applicable to the employees as concerned in that case, in terms of their terms of service and conditions of employment. Since election process cannot be given a go-by, so the observations as made or the findings in the case of Babaji Kadaji Gavad's case (Supra), will not also appropriately apply in this case. The non-consultation with the Reserve Bank of India, would, as indicated earlier at best give rise to a case of nullity and that would not make the entire action void unauthorised or without jurisdiction, and as such the observations in Bhagirathi Co-operative Joint Farming Society Ltd.'s Case (Supra), would not also apply in this case. We feel that if the effect of the determinations in the case of L. Hazari Mal Kuthiala's case (Supra) are considered and applied in their true perspective, in the facts of the case, the answer would also be that the provisions of the second proviso to section 26(1) are directory and not mandatory. It was appropriately pointed out by Mr. Chatterjee that in view of the findings and determinations or the ratio decedendi in Khub Chand's case (Supra), which was cited by Dr. Pal and Mr. Ghose and the material particulars and findings whereof have been indicated hereinbefore, the same would have no application in this case and more particularly when, from the wordings of the concerned provisions as in issue in that case, the intention to treat them as mandatory, was apparent, which was not the position in this case. The same would also be our views and findings in respect of Haridwar Singh's case (Supra), which was cited by Mr. The same would also be our views and findings in respect of Haridwar Singh's case (Supra), which was cited by Mr. Ghosh and against or in respect of the determinations in Lachmi Narain's case (Supra), as cited by Mr. Ghose. In fact, the findings as to the mandatory nature of the concerned statute in Lachmi Narain's case (Supra), were arrived at on premises or contest different from the one under consideration in this appeal. The case of Govind Lal Chaggon Lal Patel (Supra), as cited by Dr. Pal, should, according to us, in the facts of this case, receive the same construction as above. 73. While dealing with the non-obstante clause and the submission made thereon, the particulars whereof have been recorded hereinbefore and on the submissions of Mr. Dutta, that the second proviso to section 26(1) of the said Act should be deemed and held to be mandatory in view of the provisions of section 140(1)(c) of the said Act, we have got to deal with the case of Vasant Rao Mangroo (Supra), as cited by Mr. Dutta. His specific contentions on this aspect have been recorded hereinbefore. The determination, on the basis of the findings therein and that too on the basis of the challenge as involved, will not also apply in this case. Them, we are to consider Aswini Kumar Chose's (Supra), as indicated by Dr. Pal and then to the case of A.V. Farnandez (Supra), as cited by him. In fact, the views as expressed in Aswini Kumar Chose's (Supra), have been approved in the later case of A.V. Fernandez (Supra). If the statement, objects and reasons of the said Act are duly considered and applied, then we feel that even on application of the rule or principles as indicated in the two cases as cited at the Bar, it cannot but and should be held that the learned Trial Judge was right and justified in his determinations or in other words, in holding that the expression "notwithstanding anything contained in the Act" if duly construed, would not exclude the operation of section 26(1) in respect of an Insured Co-operative Banks and so the concerned Co-operative Society, which later on came to be known as the said Co-operative Bank and really section 140 of the said Act, as was urged by the Respondent Nos. 3 to 5 is an additional or supplemental provision, requiring the Registrar under the said Act, to dissolve the Managing Committee of an Insured Bank, if so required by the Reserve Bank of India and such power would not, in our view take away the general power of the Registrar or the State Government to dissolve a Co-operative Society, in this case, the said Co-operative Bank as transformed. We of course do not uphold and agree with the observations as made by the learned Trial Judge, in respect of the supposed correct wordings of the non-obstante clause. We further agree with the reasons behind the determinations as made by him to the effect that section 140 (1)(c) of the said Act is an additional provision for dissolution of the Managing Committee of an Insured Co-operative Bank even assuming the said Co-operative Bank comes within the aforesaid category and the said section does not control or exclude the operation of section 26(1) of the said Act and that should be the result, the concerned provision as indicated hereinbefore are construed harmoniously. 74. Now, we shall deal with the cases as cited at the Bar on the question of power to supersede and consultation, and more particularly, what extent of consultation, which was or is needed in a case like the present one. The determinations in the case of Jose Kuttiyani & Ors. (Supra), were referred to both by Mr. Dutta and Dr. Pal on the aspect of or in connection with their submissions as made, have been indicated hereinbefore in details. Such power to supersede in the above case was considered in connection with the super-session of a committee under section 32 of the Kerala Co-operative Societies Act, 1969. The details of the findings and observations in that case have also been quoted hereinbefore. In fact, on the basis of the observations in that case, Mr. Dutta claimed that since, admittedly there was no consultation with the Reserve Bank of India in the matter of super-session in this case, there was violation of the mandatory provisions of the second proviso to section 26(1). In fact, on the basis of the observations in that case, Mr. Dutta claimed that since, admittedly there was no consultation with the Reserve Bank of India in the matter of super-session in this case, there was violation of the mandatory provisions of the second proviso to section 26(1). That case, would in no way help the appellants and the Respondent No. 6 and that too in the facts of this case and more particularly when, the same would be no authority for deciding the lis as involved in this case, specially when in that case, the tests of directory and mandatory nature of a statute, have not been considered while on the question of consultation or the effect of non-consultation, reference was first mace both by Mr. Dutta and Dr. Pal, to the case of Sankalchand Himatlal Seth's case (Supra). Both of them claimed, on the basis of the said determination that the word consultation should mean effective consultation with the Reserve Bank of India in this case, as that was according to them the condition precedent for the exercise of power in this case and because of non-consultation with the Reserve Bank of India, entire action in superseding the said Co-operative Bank became void, unauthorised and without jurisdiction. Admittedly, the determination as referred to hereinbefore in the Judges’ transfer case, dealt with the transfer of the high offices of the Judges under the provisions of the Constitution. We have referred to the respective submissions of the parties on the point and the case earlier and we feel that such determination or the rules and norms as laid down for transfer of Judges read in the context of Article 222, cannot be safely and appropriately equated with a case like the one under consideration in this Appeal. In addition to the above case, Dr. Pal referred to S.P. Gupta's case (Supra) and on the basis of the observations in paragraph 30 of the report, the particulars whereof have been quoted earlier, he claimed that the purposes and objects of the said Act, not having been achieved, the said notification should be set aside. In addition to the above case, Dr. Pal referred to S.P. Gupta's case (Supra) and on the basis of the observations in paragraph 30 of the report, the particulars whereof have been quoted earlier, he claimed that the purposes and objects of the said Act, not having been achieved, the said notification should be set aside. It is true and as indicated in the said Judge's appointment case that in view of the paramount object or public importance as attached to the post and position of a Judge or for securing the greater object of securing independence of the judiciary, necessary consultation with the authorities concerned in terms of Article 227 was felt. Such procedure as indicated, in our view cannot also be made equally applicable in a case of the present nature or as involved in this Appeal. 75. Apart from the cases of L. Hazari Mal Kuthiala (Supra) and Major U.R. Bhat’s case (Supra), in support of his submissions, Mr. Chatterjee referred to the cases as would be considered now. It is true that in terms of the determinations in Bombay Union Journalist’s case (Supra), the context, language and mischief as sought to be avoided and so also the question of prejudice, will have to be considered. While considering whether the provisions of a statute are directory and mandatory. The question of considering of the context as indicated above has also been reiterated in the case of Smt. Prativa Bose (Supra), which was also referred to by Mr. Chatterjee. Then the case of Satya Pal Dang & Ors. (Supra), as cited by Mr. Chatterjee has indicated how mandatory provisions, on the basis of implied prohibitions are to be construed and the other case of Virij Ram Sutaria (Supra), as cited by him, will have a great effect and force in the matter of holding that the learned Trial Judge was not wrong in his observations with regard to the character of the second proviso to section 26(1). It should also be noted that latest determination of the Supreme Court in Ganesh Prosad Sah Kesari's case, which was also cited by Mr. Chatterjee, after the close of the arguments and with notice to all concerned, will also go a long way to support our conclusion that the provisions of the second proviso to section 26(1) are directory and not mandatory. Chatterjee, after the close of the arguments and with notice to all concerned, will also go a long way to support our conclusion that the provisions of the second proviso to section 26(1) are directory and not mandatory. We also determine that in view of our discussions as indicated hereinbefore and so also on consideration of the cases as cited at the Bar and applying the tests as laid down by them, there would be no other alternative but to hold that the provisions of the second proviso to section 26(1) of the said Act were and are directory and not mandatory. In view of the determinations in the above mentioned cases and so also the other tests on the determination of mandatory and directory nature of a statute, we feel that the determinations in Mannalal Khetan's case (Supra), would also be distinguishable in the facts of this case. 76. Thus, we hold that the learned Trial Judge was justified in the facts of this case, in holding that the Registrar had the authority to make a report of the circumstances mentioned in section 26(1) of the said Act, in consideration of which, the State Government had issued the said notification, dissolving the Managing Committee of the said Co-operative Bank. The said report was not only produced before the learned Trial Judge but we also had the opportunity to look into the same when produced, after giving opportunities to all concerned to look into and consider the same. We also uphold the decision of the learned Trial Judge, that the second proviso to section 26(1) is directory and not mandatory and section 140(1)(c) of the said Act, is an additional provision for dissolution of the Managing Committee and the same in the facts of this case, would not control or exclude the operation of section 26(1) of the said Act. 77. Before we conclude this judgment and leave the matter, we think, we should keep another matter on record, which incidentally appeared from the submissions of the Respondent Nos. 3-5 and the persons whose application for addition of party dated 14th June, 1985, was rejected by us on 9th July, 1985. The learned Special Officer who had retired from this court on or about 1st February, 1980, while in service, was respected by all. 3-5 and the persons whose application for addition of party dated 14th June, 1985, was rejected by us on 9th July, 1985. The learned Special Officer who had retired from this court on or about 1st February, 1980, while in service, was respected by all. For his conscious disposal of the cases and in fact, he was very popular with all and respected practically by each member of the Bar. We were thus surprised and felt very sorry and awkward when statements against his conduct as a Special Officer were made, alleging nepotism, favouritism and partisan attitude towards a group of employees or against the interests of the employees as indicated hereinbefore. It was also alleged that the learned Special Officer has financed earlier proceedings and is financing this proceeding against the Respondents or tying to take side and help them, which, as such special officer, he should not have done. Those apart, allegations have been made in respect of unauthorised and clandestine use of the funds of the said Co-operative Bank and that too, to the detriment and prejudice of the shareholders of the said Co-operative Bank or at least the said Co-operative Bank. Those allegations were of course denied and vehimently opposed by Dr. Pal, appearing for the said Co-operative Bank. We feel that in this proceedings, it would not be appropriate for us to go into or consider the allegations and if at all or if necessary, they may be considered in a proper proceedings and we hope the allegations as made, are baseless and frivolous. 78. Since such allegations have been made, we think, we should not be unjustified in keeping on record, our feelings for the future. As it is, we know that while in service, it is very difficult for the learned Judges to continue and maintain their position and status with the salary and other emoluments as they receive and such sufferings are multiplied and aggravated after his retirement, when he is expected to get a much less subsistence. As it is, we know that while in service, it is very difficult for the learned Judges to continue and maintain their position and status with the salary and other emoluments as they receive and such sufferings are multiplied and aggravated after his retirement, when he is expected to get a much less subsistence. As such, some of the learned Judges, after their retirement, are required or are prone to accept amongst others, such accommodations as in this case, for augmenting their income and thereby, they expose themselves sometimes to severe criticisms, the more so when, parties are fitting on political basis or try to make political issues, which incidentally was the matter in this case, if not in the matter of super-session of the Managing Committee, but at least at the time of hearing of the proceedings. That being the position, not only the learned Judges, who order such assignments to be given, but also the learned Judges who accept them on retirement, should think twice before making or accepting such accommodations, or at least such appointee, in our view, should immediately on realising the attitude of the parties, think whether he should continue with such onerous job, is which likely to expose him to such severe and unfortunate criticisms, as in this case. In fact, it appeared to us that on 4th May, 1984 it was alleged before the Bench presided over by M.M. Dutt, J. that the learned Special Officer was violating the orders as made and on such, it was directed that the learned Special Officer should comply with all the orders as passed. 79. For the reasons as indicated hereinbefore, we upheld the determinations as made by the learned Trial Judge. As such, this appeal fails. 80. There will be no order as to costs. We also keep it on record that no exceptions could have been taken, if the learned Trial Judge had even discharged the Rule on the ground of delay. State of operation of this order, as prayed for, is refused. Sengupta, J. : I agree.