Judgment :- 1. Petitioner, who claims to be the President of the Ernakulam Cooperative Milk Supply Union Limited, has filed this original petition under Art.226 of the Constitution of India seeking to quash Ext. P2 order passed by the first respondent and seeking writ of mandamus directing him to reinstate the Managing Committee of the institution to office. A copy of the original petition is served on the learned Government Pleader appearing for respondents 1 and 4. I find it unnecessary to issue notice to respondents 2 and 3. 2. The Ernakulam Co-operative Milk Supply Union Limited is a society registered under the Kerala Co-operative Societies Act, (for short 'the Act') and is referred to as 'society' in this judgment. According to the bye-laws of the society, the Managing Committee of the society shall consist of seven elected members; five of them are to be elected from among individual members of the society and two are representatives of the primary societies. The bye-laws prescribe four members as quorum for the meeting of the committee. The elected committee was duly constituted and petitioner was elected President. At a meeting of the committee held on 11-6-1987, resolution expressing want of confidence in the petitioner as President was passed. Thereupon he ceased to be President. On 22-6-1987 and 23-6-1987 two out of the five members elected among the individual members, and both the members representing primary societies tendered resignation from the Managing Committee. Since the society had no President they forwarded the letters to the first respondent, Joint Registrar of Co-operative Societies, through the Assistant Director, who duly sent a report to the first respondent indicating an administrative stalemate. That was because four out of seven members having resigned the committee was left only with three members who cannot constitute quorum. On 29-6-1987 the first respondent initiated action under S.33 of the Act for appointing an Administrator in the place of the Managing Committee. A copy of the notice was affixed on the notice board of the society on 2-7-1987. On the same day the three remaining members of the society held a meeting and purported to co-opt two persons by name Lalitha R. Varma and Mary Aotony, said to be close relations of two among the members. Immediately thereafter the three remaining members together with the co-opted members purported to elect the petitioner as President of the society. On the same day the three remaining members of the society held a meeting and purported to co-opt two persons by name Lalitha R. Varma and Mary Aotony, said to be close relations of two among the members. Immediately thereafter the three remaining members together with the co-opted members purported to elect the petitioner as President of the society. On 10-7-87 one of the members, who tendered resignation, viz., V. V. Varghese, sent to the first respondent a letter purporting to withdraw the earlier resignation and sent a copy of the letter to the Secretary of the society. Ext. P10 is a copy of this letter. On 13-7-1987 the three remaining members and V.V. Varghese met and purported to accept the letter purporting to cancel the resignation, purported to cancel the co-option of the two members referred to earlier, purported to cancel the earlier election of the petitioner as President and purported to re-elect the petitioner as President. Meanwhile, in pursuance to the notice under S.33 of the Act. two members submitted objections on 7-7-1987, one member submitted objection on 10-7-1987, petitioner on 14-7-1987 met the first respondent and submitted objections. On 27-7-1987 first respondent passed Ext. P2 order holding that an administrative stalemate has come about and appointing an Administrator for the society in the place of the Managing Committee. This order is now challenged. 3. S.33 deals with appointment of new committee or administrator in certain contingencies. Sub-section (1) states, inter alia, that where vacancies occur in the committee either by resignation or otherwise and the number of remaining members cannot constitute the quorum for the meeting of the committee the Registrar may, either suo mote or on the application of any member of the society, after intimating the Circle Co-operative Union appoint a new committee consisting of not more than three members of the society or one or more administrator or administrators to manage the affairs of the society till a new committee enters upon office. Before making the order, the Registrar shall publish a notice on the notice board of the head office of the society inviting objections to the making of the order within a period specified in the notice and consider such objections. However, it shall not be necessary to publish notice in cases where the Registrar is satisfied that it Is not reasonably practicable to do so. 4. However, it shall not be necessary to publish notice in cases where the Registrar is satisfied that it Is not reasonably practicable to do so. 4. The strength of the Managing Committee is seven. The quorum prescribed in the bye-laws for the meeting of the Managing Committee is four. It is significant that four out of seven members submitted resignation on 22-6-1987 and 23-6-1987 and forwarded the same to the first respondent. If thereby they ceased to be members, it would mean that the committee is left only with three members. They cannot constitute a quorum for the meeting of the committee. If that be so, one of the alternative conditions prescribed in sub-section (1) of S.33 is satisfied in the instant case, and appointment of an Administrator must follow. The Registrar also published notice on the notice board of the society inviting objections to the making of the order. In response to this notice four members including the petitioner did as a matter of fact submit objections. Therefore the formality contemplated in the provision is also completed. 5. Learned counsel for the petitioner raised the following contentions in the course of his argument. (i) Resignation letter could not have taken effect since the procedure contemplated in R.38 of the Co-operative Societies Rules was not complied with. Therefore the strength of the committee did not come down below the quorum prescribed. (ii) Under bye-law 13 interim vacancies can be filled up by the remaining members of the Managing Committee by co-option. Two members were co-opted. Therefore, even if the resignation had taken effect, number of members of the committee did not effectively fall below the quorum prescribed. (iii) Some time later co-option was cancelled and one of the persons who tendered resignation cancelled the resignation and that was accepted by the committee. Therefore, in any event, it must be treated that four out of seven elected members remain and that is sufficient to constitute quorum. (iv) In these circumstances election of the petitioner as President is valid and there is no administrative stalemate. (v) In passing Ext. P2 order first respondent has violated the basic principles of natural justice and therefore the order is vitiated. 6. R.38(1) of the Rules states that any member of a committee may tender resignation to the President, of the Committee. (v) In passing Ext. P2 order first respondent has violated the basic principles of natural justice and therefore the order is vitiated. 6. R.38(1) of the Rules states that any member of a committee may tender resignation to the President, of the Committee. Sub-rule (4) states that the President, on receipt of a resignation, shall within seven days from the date of receipt thereof place it before the committee of the society for consideration if the member is an elected person or send it to the authority who nominated the member, if be is a nominee. The resignation shall have effect only from the date of its acceptance by the committee or the authority who nominated the member concerned as the case may be. The fact of its acceptance or otherwise shall also be communicated to the member concerned. In the case of nominees the fact of acceptance or otherwise shall be communicated to the society also. Admittedly the resignation letter of four elected members of the committee was not tendered to the President and the President did not place it before the committee of the society and the committee did not purport to accept the resignation. In other words, according to the petitioner, sub-rules (3) and (4) of R.38 of the Rules having been violated, resignation did not take effect. 7. This contention is prima facie unsustainable for more than one reason. When four members tendered the resignation the society had no President. They tendered the resignation on 22-6-1987 and 23-6-1987. The President bad been removed on 11-6-1987. They could not therefore have tendered it to the President. The role cannot be interpreted to mean that during any interval when the society has no President no member of the committee can resign. In these circumstances it cannot be said that the rule has been violated by sending the resignation letter to the Joint Registrar of Cooperative Societies, who has supervisory jurisdiction over the affairs of the society. With the resignation only three members are left in the committee. Therefore the resignation could not be placed before the committee for acceptance. 8. The possibility of such a situation has been visualised by the legislature by incorporating explanation to S.33(1) of the Act, by Amending Act 33 of 1971. With the resignation only three members are left in the committee. Therefore the resignation could not be placed before the committee for acceptance. 8. The possibility of such a situation has been visualised by the legislature by incorporating explanation to S.33(1) of the Act, by Amending Act 33 of 1971. The explanation states that for the purpose of this sub-section tender of resignation by a member of the committee shall have the effect of terminating his membership from the committee. The rule certainly cannot over-ride the provision in the statute. Where the tender of resignation creates a situation inviting action under S.33(1) of the Act, sub-rule (4) of R.38 of the Rules cannot have any effect. The provision in the statute would have over-riding effect. That being so, when four members of the committee tendered resignation it had the effect of terminating their membership from the committee. The result was that the vacancies occurred in the committee by resignation and only three members remained and they cannot constitute quorum for the meeting. There could therefore be no doubt that a situation inviting action under S.33(1) of the Act arose in the instant case. The finding to that effect by the first respondent cannot be found fault with. 9. Bye-law 13 of the bye-laws of the society states, inter alia, that interim vacancies from among elected members may be filled up by the remaining members by co-option for the un-expired portion of the period. On 2-7-1987 the three remaining members including the petitioner purported to meet and to co-opt two persons as members evidently in the place of two among the four who resigned. Therefore, it is contended that whatever might have been the position earlier, with effect from 2-7-1987 there is no administrative stalemate and any meeting of the committee could have quorum. The question is whether three among the seven members can constitute quorum for the purpose of co-option. Learned counsel for the petitioner would contend that bye-law 13 does not require a quorum for the purpose of co-option. It is difficult to conceive that the bye-law could have provided for co-option by a minority of the members who do not constitute quorum. It that interpretation is to be given to bye-law 13, it would mean that when five members of the committee resign the remaining two could co-opt five. That would certainly lead to an absurd consequence. It is difficult to conceive that the bye-law could have provided for co-option by a minority of the members who do not constitute quorum. It that interpretation is to be given to bye-law 13, it would mean that when five members of the committee resign the remaining two could co-opt five. That would certainly lead to an absurd consequence. The members of the committee can act only as such at a meeting of the committee and not otherwise. For the purpose of co-option also the committee should meet and the remaining members who attend the meeting can exercise the power of co-option. But that meeting is also subject to the rule of quorum Without a quorum a meeting cannot be treated as a valid meeting and the co-option cannot be valid. The contention therefore that with the co-option of two members administrative stalemate disappeared cannot be accepted. It is interesting to note that two remaining members with the two co-opted members purported to elect the petitioner as President, though on 13-7-1987 this election was cancelled. 10. It is pointed out that on 10-7-1987 V. V. Varghese, who is one of the signatories to the letter of resignation sent to the Joint Registrar original of Ext. P1 letter withdrawing the resignation. On 13-7-1987 the three remaining members and V. V. Varghese held a meeting and purported to accept the letter cancelling the resignation. Explanation to S.33(1) of the Act clearly states that for the purpose of the sub-section tender of resignation shall have the effect of terminating his membership from the committee, That being so the member cannot go back on his resignation in so far as the resignation invites action under S.33(1) of the Act. Therefore V.V Varghese could not have withdrawn the resignation so as to get over the effect of termination of his membership for the purpose of S.33(1) of the Act. Assuming that he could do so, the three members of the committee who did not constitute a quorum could not have validly accepted the withdrawal. It is therefore futile for the petitioner to contend that at present there are four members in the committee and there is no administrative stalemate. It is significant to note that on 13-7-1987 these persons purported to cancel the co-option and elected the petitioner as President on 2-7-1987. They also purported to re-elect the petitioner as President. It is therefore futile for the petitioner to contend that at present there are four members in the committee and there is no administrative stalemate. It is significant to note that on 13-7-1987 these persons purported to cancel the co-option and elected the petitioner as President on 2-7-1987. They also purported to re-elect the petitioner as President. All these acts are illegal and cannot stand. From the above discussion it is clear that the first respondent is justified in concluding that the vacancies occurred in the committee by the resignation and the number of remaining members cannot constitute quorum for the meeting. He was also justified in invoking his power under S.33(1) to publish notice and to pass a final order as seen in Ext. P2. 11. Learned counsel for the petitioner vehemently contended that though S.33 does not require the first respondent to issue a show cause notice to the parties concerned and to give them right of hearing, such principles of natural justice should be read into the provision. Though notice has been published on the notice board, there is no individual notice served on the persons concerned and they were not given right of hearing and therefore Ext. P2 order is vitiated on account of violation of the principles of natural justice. Learned counsel for the petitioner placed reliance on the decisions of the Supreme Court in S.L. Kapoor v. Jagmohan And Others AIR 1981 SC 136) and Institute of Chartered Accountants of India v. L K. Ratna And Others (AIR 1987 SC 71). At the same time learned counsel for the petitioner has pressed the contentions on the merits. I have already considered all these contentions on merits and found against the same. The contentions raised involve only questions of law which I have already dealt with. On merits petitioner has no semblance of a case. Therefore I do not think the contention that right of individual notice and right of bearing should be read into S.31 need be considered. 12. The conduct of the petitioner also deserves comment. A notice was given of a resolution expressing want of confidence in him. No meeting of the committee was convened. It was later convened only as a result of the direction issued by this court in another original petition. The motion was passed and he ceased to be the President. 12. The conduct of the petitioner also deserves comment. A notice was given of a resolution expressing want of confidence in him. No meeting of the committee was convened. It was later convened only as a result of the direction issued by this court in another original petition. The motion was passed and he ceased to be the President. With the resignation of four members administrative stalemate ensued. But there was manoeuvre made of purported co-option of two members and fresh election as President in order to show that the committee could still function. That it was a mere ruse is clear from the further developments in the case, such as attempted withdrawal of resignation by V. V. Varghese and the action of three remaining members together with V.V. Varghese in accepting the with drawal letter, cancellation of the co-option, cancellation of the earlier election of the petitioner as President and his re-election as President. All the actions of the petitioner are geared to secure the result of his continuance as President of the society. In the process he was indulging in the maneuvers referred to above. He has not approached this court with clean hands. In any view of the case, I do not think extra ordinary jurisdiction of this court under Art.226 of the Constitution of India should be exercised in his favour. 13. The original petition is accordingly dismissed.