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1991 DIGILAW 125 (HP)

JOGINDRA CENTRAL CO-OP. BANK v. STATE OF HIMACHAL PRADESH

1991-09-06

D.P.SOOD, KAMLESH SHARMA

body1991
JUDGMENT Kamlesh Sharma, J —This writ petition has been filed by Jogindra Central Co-operative Bank Ltd , Nalagarh, (hereinafter referred to as the Bank) through its the then Chairman, Sh. Teja Singh, He, in his individual capacity as share holder of the Bank, is petitioner No. 2. Sh Kashmiri Lai, Advocate, Nalagarh, is petitioner No. 3. In the rejoinder affidavit dated 12-4-1991, it is stated that Sh. Teja Singh petitioner No. 2 has since died but no steps have been taken to make necessary amendment in the writ petition. 2. In the writ petition, the relief sought for is three-fold :— (i) For quashing of Annexures ‘F’ ‘G’ and T to the writ petition which pertain to amendment of bye-laws No. 2 and 30 of the Bank and also for injuncting further implementation of these bye-laws. By amendment of bye-law No. 2, the headquarter of the Bank was shifted from Nalagarh to Solan and by amendment of bye-law No. 30, constitution of the Board of Directors was materially changed. (ii) For quashing Annexure ‘T to the writ petition whereby post of Assistant Manager in the scale of 485-20-525-25-725-30-815 was created with effect from 1-10-1976 and for quashing the appointment of Sh. I D. Somya, respondent No. 4, against this post and also for injunction not to release the arrears in respect of his pay in the old scale and the scale of the post of Assistant Manager. (iii) For quashing Annexures M, ‘N’ ‘Q’ and ‘W’ to the writ petition whereby the then Board of Directors was first suspended and thereafter superseded and further elections were ordered. Injunction to hold elections was also prayed for. 3. During the course of final arguments, Sh K D Sood, learned Counsel for the petitioners, has not pressed relief (iii), as enumerated above, on the ground that during the pendency of the writ petition, election was held and new Board of Directors has been constituted. So far relief (ii) is concerned, we are not inclined to entertain it for the reasons given hereinafter. 4. It is stated in Para 10 of the writ petition that Sh. I. D. Somya, respondent No. 4, became the employee of the Bank on transfer from H. P. State Co-operative Bank Shimla As per the allegations made by the petitioners, Sh. Salig Ram Sharma, respondent No 3, was tenant of Sh. 4. It is stated in Para 10 of the writ petition that Sh. I. D. Somya, respondent No. 4, became the employee of the Bank on transfer from H. P. State Co-operative Bank Shimla As per the allegations made by the petitioners, Sh. Salig Ram Sharma, respondent No 3, was tenant of Sh. I. D. Somya respondent No, 4, and was obliged to him for rendering other personal services Therefore, Sh. Salig Ram Sharma, respondent No. 3, first got created the post of Assistant Manager in the scale of 485-20-525-25-725-30-815 and thereafter got Sh. ID Somya appointed against it. In reply-affidavit of respondents No. I to 3, all these allegations have been denied except that respondent No 3, Sh Salig Ram Sharma, has been a tenant of Sh I. D. Somya, respondent No. 4. It is further stated in the reply that it was the Registrar, Co-operative Societies, Himachal Pradesh, respondent No. 2 who had directed the adjustment of Sh I D Somya respondent, against the post of Assistant Manager while accepting his appeal and Sh Salig Ram Sharma, respondent No 3, had only implemented that order. It is also stated in the reply-affidavit that two of the employees of the Bank, Sh. Vidya Sagar Dhindora Manager and Sh. Lachhman Dass, Accountant, were aggrieved by the adjustment of Sh. I D. Somya, respondent No. 4, against the post of Assistant Manager and were delaying the implementation of the order of the Registrar, Co-operative Societies, Himachal Pradesh. The respondents No. 1 to 3 have tried to justify the adjustment of Sh. I. D- Somya respondent No. 4 against the post of Assistant Manager on the ground that his status and pay was to be protected as provided in the agreement entered into between the Bank and the H. P. State Co-operative Bank, Shimla. 5. We find ourselves unable to adjudicate upon the controversy pertaining to the adjustment of Sh. I D. Somya, respondent No. 4, against the post of Assistant Manager in the scale of 485-20-525-25-725-30-815, as necessary particular and documents pertaining to his employment, especially, the orders transferring him to the Bank ; the stage in the scale of pay and other benefits enjoyed by him at the time of his transfer, the grounds of his appeal to the Registrar, Co-operative Societies, Himachal Pradesh ; representation. if any, against his adjustment by other aggrieved employees etc. etc. etc. if any, against his adjustment by other aggrieved employees etc. etc. etc. have not been supplied by the petitioners The other aggrieved employees, namely, S/Sh. Vidya Sagar Dhindora and Lachhman Dass are also not party to the present writ petition. Moreover, in the resolutions dated 26-11-1978 and 20-1-1980 of general house of the Bank, Annexures ‘B’ & ‘C’ to the writ petition, the petitioners were given authority to file a writ petition for challenging amendment of bye-laws No. 2 and 30 only and the present controversy has been added by petitioners No 2 and 3 of their own If petitioner No. 1 has not sought this relief and petitioner No 2 is dead, it is to be examined whether petitioner No 3 is entitled to seek this relief. 6. Sh. K D. Sood, learned Counsel for the petitioners, has urged that petitioner No 3 being a member of the Bank is interested in its affairs and has a locus-standi to file the present writ petition in his individual capacity and challenge the adjustment of Sh. I. D. Somya, respondent No. 4, against the post of Assistant Manager in the scale of 485-20-525-25-725-30-815. This argument has been raised to be rejected as the matter of employment of an employee of the Bank is not a matter of public interest giving locus-standi to a share-holder of a Co-operative Society to challenge it directly by way of writ petition. Before raising this issue in the present writ petition, the petitioner No 3 had not brought his objections to the notice of either the Board of Directors or to the Registrar Co-operative Societies or to the, notice of the Government, Above all, this controversy has no relevance to the main point in issue of amendment of bye-laws No, 2 and 30 of the Bank and their implementation. For both these matters there was independent cause of action which could not be agitated in one writ petition. 7. For considering relief (i), it is desirable to take note of preceding and attendant circumstances which led to the amendment of bye-laws No. 2 and 30. For both these matters there was independent cause of action which could not be agitated in one writ petition. 7. For considering relief (i), it is desirable to take note of preceding and attendant circumstances which led to the amendment of bye-laws No. 2 and 30. These are given in Para 3 of the reply-affidavit filed on behalf of respondents No. I and 3, On organization of the State of Punjab, when Nalagarh was transferred to the State of Himachal Pradesh, it was found that with its reduced area of operation, the Bank had not remained a viable unit. Therefore, the Reserve Bank of India suggested its amalgamation with the H. P. State Co-operative Bank, Shimla, but the Government was, however, of the view that the Bank could become viable if the whole of the Solan District was transferred to it. 8. The matter remained under consideration for pretty long time and ultimately in the joint meeting held on 6-6-1975 between the Registrar, Co-operative Societies Himachal Pradesh, representatives of H. P. State Co-operative Bank and the Bank, it was agreed that all the societies functioning in Solan district and at that time affiliated to H P. State Co-operative Bank would be transferred to the Bank, similarly, the societies functioning in Shim la district and affiliated to the Bank at that time would be transferred to the H P. State Co-operative Bank. As per the agreement, two branches of H. P. State Co-operative Bank, namely, Solan and Arki would be transferred to the Bank in lieu of its one Branch at Tutu, Shimla. In that meeting, the representatives of the Bank had agreed to shift their head office to Solan as soon as the transfer of area would be completed and also for bringing amendment in corresponding bye-law in due course. It was also agreed that the constitution of the Board of Directors of the Bank would be so arranged as to provide equitable representation to the area to be transferred by the H. P. State Cooperative Bank. The Registrar, Co-operative Societies, also agreed to provide for the number of Directors from each area based upon aggregated membership of the societies rather than the societies affiliated to the Bank. The summary record of discussions of the joint meeting dated 6-6-1975 is placed on the record of this writ petition as Annexure R-G to the reply- affidavit. 9. The Registrar, Co-operative Societies, also agreed to provide for the number of Directors from each area based upon aggregated membership of the societies rather than the societies affiliated to the Bank. The summary record of discussions of the joint meeting dated 6-6-1975 is placed on the record of this writ petition as Annexure R-G to the reply- affidavit. 9. The then Board of Directors, vide its resolution dated 23-6-1975, copy of which is Annexure R-H to the reply-affidavit, approved all the conditions settled between the parties as contained in the summary record of discussions of the general meeting dated 6-6-1975. Further in its meeting held on 23-9-1975, the Board of Directors of the Bank unanimously resolved to seek approval of the Registrar, Co-operative Societies, for shifting the headquarters of the Bank from Nalagarh to Solan in accordance with bye-law No. 2 of the Bank. This resolution of the Board of Directors was placed before the general house on 19-10-1975 and unanimously approved with the condition that the name of the Bank will not be changed. A copy of the resolution dated 19-10-1975 of the general house is also on the record as Annexure R-K to the reply-affidavit. As stated in the further resolution dated 17-3-1976 copy whereof is Annexure R-M to the reply-affidavit, the approval of the Registrar, Co-operative Societies, which was received vide letter No 5-2/73 (C & M) dated 14-1-1976 was placed before the Board of Directors and it was resolved that Sh. Krishan Dutt M. L. A./Director, Sh. Devinder Kumar Bansal. President of the Bank and the District Co-operative and Supplies Officer, Solan, should arrange suitable accommodation on rent basis for shifting the head office. The resolution dated 19-10-1975, Annexure R-K, was further confirmed by the general house of the Bank vide its resolution on 17-10-1976, a copy whereof is Annexure R-N to the reply-affidavit. 10. In this background, the Registrar, Co-operative Societies, acting under section 11-A of the H. P. Co-operative Societies Act, 1971 (hereinafter referred to as the Act) proposed amendment of bye-laws including bye-laws No. 2 and 30 vide letter dated 18-11-1978, a copy whereof is Annexure R-R to the reply-affidavit. 10. In this background, the Registrar, Co-operative Societies, acting under section 11-A of the H. P. Co-operative Societies Act, 1971 (hereinafter referred to as the Act) proposed amendment of bye-laws including bye-laws No. 2 and 30 vide letter dated 18-11-1978, a copy whereof is Annexure R-R to the reply-affidavit. The bye-laws No. 2 and 30 and the proposed amendments are as under :— "Existing Bye laws Bye-law No. 2 Proposed Amendments Bye-law No. 2 The headquarter of the Bank shall be at Nalagarh, Any change in the headquarter of the bank may be made by the Board of Directors of the Bank with the prior approval of the Registrar, Co-operative Societies, Himachal Pradesh. Any such change shall be communicated by the Bank to the HP. State Cooperative Bank within fifteen days. The headquarter of the Bank shall be at SOLAN. Any change in the headquarter of the Bank may be made by the Board of Directors of the bank with the prior approval of the Registrar Co-operative Societies, Himachal Pradesh. Any such change shall be communicated by the Bank to the H. P. State Cooperative Bank, Registrar Cooperative Societies, Reserve Bank of India and the share holders of the Bank, within fifteen days. Bye Law No. 30 Bye Law No. 30 The Board of Directors shall be constituted in the following manners :— The Board of Directors shall be constituted in the following manners :— (i) Three Directors to be nominated by the Government for the H.P. State Co-operative Bank whosoever is the share holder. (i) Three Directors to be nominated by the Government of Himachal Pradesh till such time the share capital of the Government is not fully redeemed. (ii) One Director for every 50 individual share holders, to be elected by the general body out of individuals share holders subject to maximum of three. (ii) Five Directors to be elected by the members Co-operative Societies one each from each block. (iii) At least 9 Directors to be elected by the General Body out of the member societies. (iii) One Director to be elected out of individuals members." 11. (ii) Five Directors to be elected by the members Co-operative Societies one each from each block. (iii) At least 9 Directors to be elected by the General Body out of the member societies. (iii) One Director to be elected out of individuals members." 11. The letter Annexure R-R of the Registrar Co-operative Societies was considered by the general house of the Bank in its meeting held on I 26-11-1978 and all the proposed amendments were approved except amendment of bye Jaws No. 2 and 30, Accordingly, the then Chairman of the Bank placed its view point before the Registrar Co-operative Societies vide representations dated 29-12-1978 and 10-8-1979. Copies of the resolutions dated 29-12-1978 and 10-84979 are Annexure ‘D’ and ‘E’ to the writ F petition Exercising powers under section 11-A of the Act, the Registrar Co-operative Societies, passed order dated 17-9-1979, a copy whereof is Annexure ‘G’ to the writ petition, whereby the representations of the Bank were rejected and the District Co-operative and Supplies Officer. Solan, was directed to register the amendments in bye laws No. 2 and 30 of the Bank. When this order was placed before the general house of the Bank on 20-1-1980, it unanimously resolved to file appeal against the order of the Registrar to the Secretary (Co-operation) to the Government of Himachal Pradesh or appropriate proceedings in any other forum or in the High Court of Himachal Pradesh challenging the amendment of bye laws The appeal in respect of bye laws No. 2 and 30 filed by the Bank was rejected by the Secretary (Co-operation) to the Government of Himachal Pradesh vide his order dated 2-2-1980, a copy whereof is Annexure ‘I’ to the writ petition and it was held that the Registrar. Co-operative Societies, may allow reasonable time to the Bank to enable it to shift its head-quarters from Nalagarh to Solan. It was in these circumstances that the present writ petition was filed on 13-5-1980. It was admitted on 14-5-1980. 12. Though reply-affidavit on behalf of the respondents No. 1 to 3 was filed as far back as on 8-6-1980, yet, rejoinder to it was filed after about eleven years when the matter came up for final hearing By our order dated 8-8-1991 we permitted it to be brought on record and gave an opportunity to the respondents to file sur-rejoinder as many new facts were stated in the rejoinder. The sur-rejoinder was filed on 13-8-1991, From the rejoinder and the sur-rejoinder filed by the parties, some subsequent events have been brought on the record which need to be referred to in order to up date the stand of the parties, 13. It has been stated in Para 13 of the rejoinder that the general house of the Bank in its meeting dated 28-12-1983 again amended bye law No. 2 whereby the head office of the Bank was retained at Nalagarh. The petitioners have not been able to place the resolution or any other document on record to show whether this amendment was registered or not The reply of respondents No. 1 to 3 in this regard is also vague. Therefore, we have perused the Minute Book of the general house and found that the general house did not meet on 28-12-1985 to pass such a resolution In fact, in its meeting held on 27-1-1985, it unanimously resolved in respect of shifting of headquarter that the Board of Directors should not take any step till the general house of the Bank did not consider the issue and decide it Thereafter, on 22-12-1985, the general house amended bye law No 2 to the extent that the words "the head quarter of the Bank shall beat Solan" were changed to headquarters of the Bank shall be at Nalagarh " The remaining part of bye law No 2 remained unchanged. It was further resolved that S/Sh Ram Sarup Sharma, President, and Mohan Lal, Director of the Bank, were authorised Jo sign the copies of the proposed amendment and cutting, if any, thereon. The General Manager of the Bank was also authorised to apply for registration of the amendment and furnish necessary certificate The proceedings of the meeting dated 22-12-1985 could not be confirmed in the next meeting dated 7-6-1987 as its copies were not supplied to the members attending the meeting. There is no other document shown to us by either party whether the said amendment in bye law No. 2 was submitted for registration or registered or its j registration was refused by the Registrar, Cooperative Societies, Himachal Pradesh. By way of rejoinder, the petitioners have placed on record the resolution dated 4-1-1991 by the Panchayat Samiti, Nalagarh, and letters . By way of rejoinder, the petitioners have placed on record the resolution dated 4-1-1991 by the Panchayat Samiti, Nalagarh, and letters . of public men addressed to the Chief Minister, Himachal Pradesh, showing their resistance to shifting of head quarter of the Bank from Nalagarh to Solan. All these documents are of no avail for deciding the point in issue. 14. In their sur-rejoinder, respondents No. 1 to 3 have also placed on record the resolution dated 11-4-1991 passed by the Board of Directors, a copy whereof is Annexure SR-A to the sur-rejoinder. By this resolution, it was resolved that the present writ petition be withdrawn as the Board of Directors had already decided, with the prior approval of the Registrar, Co-operative Societies, Himachal Pradesh, vide their resolution dated 21-3-1991 to take steps to shift the head office of the Bank from Nalagarh to Solan and the Managing Director alongwith other three Directors/ officials had already joined at Solan on 27-3-1991 before stay order was granted by this Court By now, Sh. Teja Singh, President of the Bank, who had filed the writ petition had died and new President, Kan war R, S. Pan war, was authorised to move for the withdrawal of the writ petition or to be party in it by engaging a Counsel. We have perused the Proceeding Book of the Board of Directors and find that the Board of Directors, in its meeting held on 28-12-1990, considered letter dated 26-7-1990 of the Registrar, Co-operative Societies, Himachal Pradesh, whereby they were asked to initiate action for shifting of head quarter from Nalagarh to Solan and it was resolved that no amendment of bye laws was necessary and they were authorised to take decision themselves. In view of additional expenditure of Rs. 2,50,000 for running their head office at Solan, it was further resolved that either instructions with regard to shifting of head quarter be reviewed or alternatively they may be provided assistance of Rs 2 50,000 per year as subsidy to the Bank for at least first five years to enable them to run their head quarter at Solan. 2,50,000 for running their head office at Solan, it was further resolved that either instructions with regard to shifting of head quarter be reviewed or alternatively they may be provided assistance of Rs 2 50,000 per year as subsidy to the Bank for at least first five years to enable them to run their head quarter at Solan. The Registrar, Co-operative Societies did consider this resolution of the Board of Directors and assured them to provide all possible financial assistance to enable them to bear additional expenditure of shifting of head quarter to Solan, if any, and directed them to ensure that the head quarter starts functioning at Solan by the beginning of May, 1991. Acting on this letter, the Board of Directors, vide their resolution dated 21-3-1991, unanimously resolved that the head office be shifted to Solan at the earliest and latest by the end of April so that it may function at Solan from the first week of May, 1991 Copies of the letter dated 26-7-1990 and the resolution dated 21-3-1991 which have been produced along with the Proceedings Books be placed on the record of this case. It seems, on coming to know of the Resolution dated 23-3-1991 of the Board of Directors, the petitioners moved C M P. No 2 of 1991 and obtained stay of operation of order, Annexure ‘F’ to the writ petition, in so far it pertains to shifting of the head-quarter of the Bank from Nalagarh to Solan. 15. It seems, on coming to know of the Resolution dated 23-3-1991 of the Board of Directors, the petitioners moved C M P. No 2 of 1991 and obtained stay of operation of order, Annexure ‘F’ to the writ petition, in so far it pertains to shifting of the head-quarter of the Bank from Nalagarh to Solan. 15. Sh K, D Sood, learned Counsel for the petitioners, has urged that under section 31 of the Act, the final authority in a Go-operative Society vests in the general body of its members and in the present case when the general body of the Bank has decided again t the proposed amendment of bye-law No. 2 in respect of shifting of headquarter from Nalagarh to Solan vide its resolution dated 26-11-1978 and 20-1-1980, Annexures B and C to the writ petition, the Board of Directors of the Bank could not take a decision about the shifting of the headquarter of the Bank from Nalagarh to Solan as has been done vide their resolution dated 19-10-1975 and 17-3-1976, Annexures R-L and R-M to the reply affidavit, and later on vide resolutions dated 28-12-1990 and 21-3-1990 referred to hereinabove Before coming to the interpretation of section 31 of the Act we may point out that the resolutions dated 19-10-1975 and 17-3-1976 of the Board of Directors were duly approved by the general house of the Bank vide its resolutions dated 19-10-1975 and 17-10-1976, Annexures R-K and R-N to the reply affidavit. By the resolutions dated 26-11-1978 and 20-1-1980, the general house had decided to agitate against the amendments of bye-laws No 2 and 30 as proposed by the Registrar, Co-operative Societies in letter dated 18-11-1978, Annexure R-R to the reply affidavit, and thereafter ordered registration of the amendment of these bye-laws vide order dated 17-9-1979, Annexure ‘G to the writ petition exercising the powers under section II-A of the Act. The order dated 17-9-1979 of the Registrar was confirmed in appeal Therefore, another question arises whether this order was valid, legal and just order. The order dated 17-9-1979 of the Registrar was confirmed in appeal Therefore, another question arises whether this order was valid, legal and just order. Section 11-A of the Act is as under : - "11-A. Power of the Registrar, to direct amendment of bye-laws.— (1) If it appears to the Registrar that an amendment of bye-laws of a society is necessary or desirable in the public interest or in the interest of the society or in the interest of Co-operative movement, he may call upon the society in writing to make the requisite amendment within such time as he may specify. (2) If the society fails to make the amendment within the time specified, the Registrar may, after giving the society an opportunity of being heard, register such amendment and issue to the society a copy of such amendment certified by him. With effect from the date of registration of such amendment in the aforesaid manner the bye-laws shall be deemed to have been duly amended and the bye-laws as amended shall be binding on the society and its members. (3) The certified copy issued under sub-section (2) shall be conclusive evidence that the amendment has been duly registered," 16. As stated In Para 1 of the letter dated 18-11-1978, the Registrar Co-operative Societies had proposed amendment of bye-laws of the Bank including bye-laws No. 2 and 30 to streamline the functioning of the Bank, to provide better co-ordination between the department of co-operation end the Bank and mainly in the interest of co-operative movement as a whole and the Bank in particular. If this letter alongwith the proposed amendment of bye-laws No, 2 and 30 is read in the context of conditions of agreement dated 6-6-1975, there does not remain any doubt that the proposal of the Registrar, Co-operative Societies for amendment of bye-laws was in letter and spirit of sub-section (l)of section 11-A. Under the provisions of this section, the Registrar is authorised to propose amendment in the bye-laws in the public interest or in the interest of the Society or in the interest of cooperative movement. In the present case, the proposed amendment, especially of bye laws No. 2 and 30, was in the interest of all the three, the public, the Bank and the Co-operative movement. In the present case, the proposed amendment, especially of bye laws No. 2 and 30, was in the interest of all the three, the public, the Bank and the Co-operative movement. Further, sub-section (2) of section 11-A has been duly complied with as the Bank was given reasonable opportunity of being heard before the proposed amendment of the bye laws was registered, In the appeal filed by the petitioners, the Secretary (Co-operation) to the Government of Himachal Pradesh has also examined and confirmed the order, dated 17-9-1979 of the Registrar. Therefore, we hold that the orders, Annexures ‘G and T to the writ petition are legal, valid and just orders. 17. So far the shifting of headquarter of the Bank from Nalagarh to Solan is concerned, it was not necessary to amend bye-law No. 2. In the original as well as amended bye-law No. 2, the Board of Directors has been authorised to make change in the head quarter of the Bank with prior approval of the Registrar, Co-operative Societies. In the present case, the Board of Directors of the Bank did exercise its authority under by law No. 2 vide resolution dated 21-9-1975 and 17-3-1976. The approval of the Registrar, Co-operative Societies was also obtained vide letter No 5-2/73 (C&M) dated 14-1-1976 The general house of the Bank had also approved these resolutions vide their resolutions dated 19-10-1975 and 17-10-1976. The result is that the change of headquarter to Solan made by the Board of Directors of the Bank was within their competence, legal and valid. 18. The next question which arises for consideration is what is the effect of further amendment of by law No. 2 brought about by the resolution dated 27-1-1985 passed by the general house of the Bank whereby the headquarter of the Bank was changed from Solan to Nalagarh, It is correct that under section 11 of the Act, the general house of the Society can pass a resolution bringing amendment in its bye laws but unless three copies of the amendment are forwarded to the Registrar, Co-operative Societies, and registered under sub-section (3) of section 11 of the Act, the amended bye law does not become part of the bye-laws of the Society. For registering an amendment or for refusing registration, the Registrar is to examine the matter and satisfy himself on four points prescribed under sub-section (2) of section 11 of the Act. It is also provided under subsection (5) of section 11 of the Act that if the amendment is not disposed of by the Registrar within 90 days of its receipt, it shall be deemed to have been registered under the Act. Section 11 of the Act reads as under i— "11. Amendment of bye-laws of a Co-operative Society.—-(I) No amendment of any bye law of a Co-operative Society shall be valid unless approved by the resolution of a general meeting and registered under this Act for which purpose three copies of the amendment shall be forwarded to the Registrar as prescribed. (2) If the Registrar is satisfied that the proposed amendment— (i) is not contrary to the provisions of this Act and the Rules, (ii) does not conflict with co-operative principles, (iii) will promote the economic or social interest of the members of the society, (iv) is not inconsistent with the principles of social Justice, he may register the amendment, (3) When the Registrar registers an amendment he shall forward to the society a copy of the registered amendment together with a certificate signed by him and such certificate shall be conclusive evidence that the amendment has been duly registered. (4) Where the Registrar refuses to register an amendment of the bye-laws, of a co-operative society, he shall communicate the order of refusal together with the reasons therefor to the society. (5) Any amendment which is not disposed of by the Registrar within 90 days of its receipt, shall be deemed to have been registered under this Act and the provisions of sub-section (3) of this section shall apply to such amendment. (5) Any amendment which is not disposed of by the Registrar within 90 days of its receipt, shall be deemed to have been registered under this Act and the provisions of sub-section (3) of this section shall apply to such amendment. (6) An amendment of the bye-laws of a co-operative society shall, unless it is expressed to come into operation on a particular day, come into force on the day on which it is registered," So far the present case is concerned, no material has been placed on the record whether three copies of the amendment approved by the general house in its meeting held on 27-1-1985 were forwarded to the Registrar as required under section 11 (1), As noticed above, even the proceedings of the meeting dated 27-1-1985 of the general house were not confirmed in its next annual meeting There is also no material in respect of either registration or refusal of the amendment. Therefore, it is not possible to hold that such an amendment be deemed to have been registered under sub-section (5) of Sec. 11 of the Act as urged on behalf of the petitioners. Moreover, assuming the said amendment deemed to have been registered, the Board of Directors vide its resolution dated 28-12-1990 and 21-3-1991 have again resolved to change the headquarter of the Bank from Nalagarh to Solan exercising the powers under bye law No. 2 of the Bank. 19. From the analysis of facts and circumstances on record, it appears that there is conflict between the Board of Directors and the general house in respect of shifting of the headquarter of the Bank from Nalagarh to Solan. No doubt, it is provided in the principal clause of section 31 of the Act that final authority in a society vests in the general body of members in a general meeting but two provisos to this section further provide that smaller body consisting of delegates of members, elected of selected in accordance with the bye-laws of the society, also exercise such powers of the general body as prescribed or specified in the bye-laws. In other words, the final authority of the general house is vested in the smaller body for the matters which have been delegated to it in the bye laws. In other words, the final authority of the general house is vested in the smaller body for the matters which have been delegated to it in the bye laws. The legislative intent of adding these provisos is to take out from the scope of principal clause what is included in it, for a particular category or clause carved out by the proviso The purpose is to facilitate the functioning of a society with large area or unwielding large membership Any other interpretation as sought by the petitioners that the principal clause of section 31 of the Act has an overriding effect and the provisos are not independent of it, will not only defeat the object of adding the provisos but also create complications in their application A smaller body or committee or officer will not be able to take any final decision and every decision taken will be subject to review or revision by the general body. In the present case, the particular category or class carved out by the first proviso Is the smaller body of .Board of Directors, consisting of delegates of members of the society elected or selected In accordance with bye law 30, which has been authorised by bye law No. 2 to effect any change in headquarter of the Bank with the approval of the Registrar, Co-operative Societies and its decision in this respect is final, not subject to review or revision by the general house. Therefore, we hold that the Board of Directors are within their Jurisdiction to change the headquarter of the Bank from Nalagarh to Solan vide their resolutions dated 25-9-1975, 17-3-1976, 18-12-1990 and 21-3-1991 and the general house has no authority to interfere in it. The general house meeting may throttle the decision of the Board of Directors by amending bye law No. 2 either to change the headquarter of the Bank from Solan to Nalagarh or to take away the powers of the Board of Directors to effect any such change but till it is done, the headquarter of the Bank stands changed to Solan from Naiagarh, 20. The main thrust of the argument of Mr. The main thrust of the argument of Mr. K, D Sood, learned Counsel for the petitioners, is that the headquarter of the Bank should remain at Nalagarh due to its historical background and because there are more member societies and individual members at Nalagarh as compared to other blocks of the society It is correct that change of head quarter from Nalagarh to Solan may entail huge expenditure which might not be in the interest of the Bank but all these factors are supposed to have been kept in view by the Board of Directors and examined by the Registrar, Co-operative Societies while awarding approval to amendment of bye law in this regard. This Court while exercising powers under Article 226 of the Constitution cannot delve into all these factors and come to its own conclusion whether the headquarter of the Bank should remain at Nalagarh or should shift to Solan. The Supreme Court in J.R. Raghupathy etc. v. State of A. P. and others, AIR 1988 SC 1681 has laid down law in this regard. In that case the Supreme Court was examining whether interference of High Court was called for in a matter of location of revenue Mandal headquarter even on the ground of breach of executive instructions laying down guidelines for the purpose. In the concluding Para 30 of the judgment, the Supreme Court has observed :— "We find it rather difficult to sustain the judgment of the High Court in some of the cases where it has interfered with the location of Mandal headquarters and quashed the impugned notifications on the ground that the Government acted in breach of the guidelines in that one place or the other was more centrally located or that location at the other place would promote general public convenience or that the headquarters should be fixed at a particular place with a view to develop the area surrounded by ft. The location of headquarters by the Government by the issue of the final notification under subsection (5) of section 3 of the Act was on a consideration by the Cabinet Sub-committee of the proposals submitted by the Collectors concerned and the objections and suggestions received from the local authorities like the gram Panchayats and the general public. The location of headquarters by the Government by the issue of the final notification under subsection (5) of section 3 of the Act was on a consideration by the Cabinet Sub-committee of the proposals submitted by the Collectors concerned and the objections and suggestions received from the local authorities like the gram Panchayats and the general public. Even assuming that the Government while accepting the recommendations of the Cabinet Sub-committee directed that the Mandal Headquarters should be at place X’ rather than place Y’ as recommended by the Collector concerned in a particular case, the High Court would not have issued a writ in the nature of mandamus to enforce the guidelines which were nothing more than administrative instructions not having any statutory force, which did not give rise to any legal right in favour of the writ petitioners." 21. In view of the above discussion, It is held that the resolutions dated 25-9-1975, 17-3-1976, 18-12-1990 and 21-3-1991 changing head-quarter of the Bank from Nalagarh to Solan and amendment of bye laws No 2 and 30 ordered by the Registrar, Co-operative Societies vide his order dated 17-9-1979 were legal and valid. . 22. In the result, the writ petition fails and is dismissed. There is no order as to costs. Writ petition dismissed.