Judgment :- This petition under S.115 of the Code of Civil Procedure is by the defendants in O.S. No. 210 of 1988 pending in the court of the Additional Sub Judge, Kochi. The question urged by counsel for the petitioners is whether civil court has jurisdiction to entertain and try the suit. In this judgment the petitioners are referred to as defendants and the respondent as the plaintiff. The facts out of which the suit arises are: The plaintiff, in his capacity as the proprietor of the Sadanandam Oil Mills, Mattancherry, is a member of the India Pepper and Spices Trade Association recognised and registered respectively under Ss.6 and 14-B of the Forward Contracts (Regulation) Act, 1952, hereinafter referred to as the Act. The association is a non-profit earning company registered and incorporated under the Indian Companies Act, 1956. The object of the Association is generally to promote, regulate and protect trade in pepper and spices and to assist its members to enter into Hedge and Transferable Specific Delivery Contracts in Pepper. 2. On 1-10-1988, a notice signed by the Assistant Secretary of the association was served on. the plaintiff. The notice stated that the cheques presented by the plaintiff towards clearance charges was dishonored. There was thus a breach of the bye-laws. On the same day, the plaintiff was served with another notice signed by the Assistant Secretary of the Association informing him that the clearing house committee of the Association had decided to suspend him from the Rolls of the Association for a period of one month, that is to say, from 640-1988 to 5-11-1988. In the suit, the plaintiff has alleged that the notice is illegal for various reasons. It is unnecessary to go into the rival claims on the merits of the case. In the trial court, among other claims, the defendants urged that having regard to the provisions of the Act, and the bye-laws of the Association the suit was not maintainable. Issue No. I was "Is the suit maintainable"? This issue was tried as preliminary issue. 3. The learned Additional Sub Judge held that the suit was maintainable. The defendants are aggrieved by this finding. Two questions have been urged. (i) The suit is not maintainable because bye-law No. 172 which has statutory force, precludes in institution or the suit. Issue No. I was "Is the suit maintainable"? This issue was tried as preliminary issue. 3. The learned Additional Sub Judge held that the suit was maintainable. The defendants are aggrieved by this finding. Two questions have been urged. (i) The suit is not maintainable because bye-law No. 172 which has statutory force, precludes in institution or the suit. (ii) S.27A creates an express bar against filing of any suit in the circumstances of this case. The first question is considered in paragraphs 4-14 and the second in paragraphs 15-16 below. 4. A brief reference to the provisions of the Act and the bye-laws relevant to this case is necessary. The Act is intended to provide for the regulation of certain ma tiers relating to forward contracts, the prohibition of options in goods and formatters connected therewith (Preamble). "Association" means any body of individuals, whether incorporated or not, constituted for the purpose of regulating and controlling the business of the sale or purchase of any goods (S.2(a) of the act). "Commission" means the forward markets commission established under S.3 of the Act (S.2(b) of the act). An Association is required to apply for recognition under S.5 of the Act. The application shall be accompanied by a copy of the bye-laws for the regulation and control of forward contracts and also a copy of the rules relating, in general, to the constitution of the association and in particular, to the powers and duties of the office bearers of the association, the qualification of members and the exclusion, suspension, expulsion and readmission of members (S.5 of the act). The Central Government is empowered to grant recognition to the applicant Association in the manner prescribed by S.6 of the Act. (S.6(3) of the act). However, no rules of a recognised Association shall be amended without the approval of the Central Government. The Central Government is empowered to withdraw recognition (S.7 of the act) and call for periodical returns or direct enquiry to be made into the affairs of the association. (S.8 of the act). The association may make rules or- amend any rules in respect of the items specified in S.9-A of the Act. The rules or amendments in relation to the matters specified in S.9-A shall not have effect until they have been approved by the Central Government and published in the official gazette (S.9-A of the act). (S.8 of the act). The association may make rules or- amend any rules in respect of the items specified in S.9-A of the Act. The rules or amendments in relation to the matters specified in S.9-A shall not have effect until they have been approved by the Central Government and published in the official gazette (S.9-A of the act). Any recognised association which includes the defendants is empowered to make bye-laws for the "regulation and control" of forward contacts. (S.11 of the act). The bye-laws however, are subject to the previous approval of the Central Government. Among the subjects on which the Association may make bye-laws are: L clearing house for periodical settlement of contracts, delivery of goods, payments, regulation and maintenance of the clearing house (S.11(2)(b)). ii. liability of members to fine, expulsion, or suspension or to any other penalty for contravention of any bye-law. (S.11(3)(b)). 5. The Central Government is empowered to make or amend bye-laws of recognised Associations on matters specified in S.11 of the Act in the circumstances stated in S.12(1) of the Act. While an association may provide for and act under a bye-law to suspend its member, the commission has the statutory power to suspend a member from his membership if it is in the interest of trade to do so. (s.12B of the act). No association can carry on its business except under and in accordance with the conditions of a certificate of registration granted under the Act (S.14-A of the act). The Act creates a bar against institution of suits or any other legal proceedings against the Central Government, any member, or officer or servant of the commission for anything,in good faith done or intended to be done under the Act or any rule or bye-laws made thereunder. (S.27-A(1) of the act). Similarly, "no suit or other legal proceeding shall lie in any court against the governing body or any member, office bearer or servant of any recognised Association for anything which is in good faith done or intended to be done with the approval or at the instance of the commission and in pursuance of this Act or of any rule or bye-law made thereunder." (S.27-A(2) of the act). 6. Trading bye-laws have been passed by the Association in the purported exercise of the Association's power under S.11 of the Act. I will set out the substance of the relevant bye-laws. 6. Trading bye-laws have been passed by the Association in the purported exercise of the Association's power under S.11 of the Act. I will set out the substance of the relevant bye-laws. "Clearing House Committee" is appointed by the Board of Directors of the Association for the purpose of management of the clearing house and taking decisions on disputes arising out of the working of the clearinghouse. (definitions of "Board" and "Clearing House Committee" (Byelaw No.1(ii) and 1(xiii)). Any dispute arising out of the clearing house shall be settled by the clearing house committee, whose decision shall be binding on the parties. The aggrieved party has a right of appeal to the Board. (Bye-law No. 79 and 87). The clearing house committee possesses the power to (i) scrutinize and examine the books of account of members (ii) who contravene the bye-laws by transacting business outside trading hours and (iii) to impose penalty of fine or suspension of such members (Bye-law No. 103). The most important bye-law on which the defendants base their argument is bye-law No. 172. Under this bye-law no party shall: i) bring or prosecute any suit or proceeding whatsoever, ii) against the Association, the Board, the President, the Secretary or any employee or employees of the Association, iii) acting within authority (Bye-law No. 1721st Part). The same bye-law precludes any party from bringing or prosecuting any suit or proceeding whatsoever against the Arbitrators, Umpire, appellate Tribunal or any member or members thereof: a ) in respect of any matter or thing done or purporting to be done, b) under these bye-laws (Bye-law No. 172 2nd Part). The two provisions -for convenience first part and second part - are separated by use of the disjunctive "OR" 7. The admitted facts are: i) The clearing house committee found that the petitioner had violated the bye-laws relating to clearing house. ii) The bye-laws have been duly made after complying with S.11 of the Act. iii) The association is recognised and registered, as required by Ss.6 and 14 -B or the Act. iv) The dispute between the plaintiff and the defendants is a dispute which falls within bye-laws 79 and 87. 8. The substance of the argument is that the bye-laws of the Association, made pursuant to the rule-making power granted by S.11 of the Act, are statutory rules and therefore have the same force as the Act. iv) The dispute between the plaintiff and the defendants is a dispute which falls within bye-laws 79 and 87. 8. The substance of the argument is that the bye-laws of the Association, made pursuant to the rule-making power granted by S.11 of the Act, are statutory rules and therefore have the same force as the Act. This argument is followed up by urging that the statute it self must beheld to have taken away the right of the plaintiff to institute this suit, or any proceeding whatsoever. 9. In order to judge the, validity of this argument two points need to be considered. Firstly whether the bye-law number 172 which denies to the parties the right of access to a court, possesses, by virtue of its purported origin in the authority of S.1, statutory force. Secondly, whether the bye-law No. 172 is, in fact, made pursuant to the rule-making power granted by S.11 of the Act. 10. The bye-laws of the Association are distinct from the Forward Contracts (Regulation) Rules 1954 made by the Central Government in exercise of its power under S.28 of the Act. No doubt both seek their origin in the same statute. Bye-laws are a body of rules ordering something to be done or not to be done and accompanied by some sanction or penalty for its nonobservance. Generally speaking, the term, "bye-laws" applies to the local laws, or regulations made by public bodies like Municipal or other Corporations, Societies and other Associations formed for commercial or other purposes. They are a species of subordinate or delegated legislation. A body of rules or bye-laws made in exercise of power conferred by a statute may be called Statutory Rules. The bye-laws in this case have been made after their publication as required by the Forward Contracts (Regulation) Rules 1954. (Rule 11 prescribes the manner of publication of the bye-laws. R.11A prescribes the manner of publication of the bye-laws in he Gazette of India). It is reasonable to hold, therefore, that the bye-laws have been validly made. Since the power of making bye-laws is referable to the statutory provisions of S.11 of the Act and since the statutory requirement of publication has been fulfilled, I hold that the bye-laws are statutory in character. 11. The bye-laws bear a distinct relation with the statute to which they are subordinate. Since the power of making bye-laws is referable to the statutory provisions of S.11 of the Act and since the statutory requirement of publication has been fulfilled, I hold that the bye-laws are statutory in character. 11. The bye-laws bear a distinct relation with the statute to which they are subordinate. This relationship is fundamental to a proper understanding of their scope and validity. The distinctive features of subordinate legislation, like the bye-laws, in relation to which they are subordinate may be noted:- i) the subordinate legislation must strictly conform to the delegated or derived authority. ii) In addition to publication and promulgation in accordance with the statutory authority, the subordinate law making power must be exercised in accordance with the statutory provisions, not only in regard to the procedure of making but also in regard to the substance and sanction. iii) A subordinate legislation which fails to conform to the statutory essentials or Js repugnant to it, is ultra vires of the statute under which it is made. 12. I will now consider what bye-law 172 is designed to enforce and whether it conforms to the essentials of a valid subordinate rule. The defendants claim that the bye-law No. 172 derives its authority from S.1(3)(b) of the Act. Clause (b) of sub-section (3) of S.11 enables the Association to provide for two consequences of breach of any bye-law. A bye-law made under clause (b) of sub-section (3) of S.11, must therefore confine itself to these two and none other matters. The Association may make a bye-law. i) rendering a member liable to fine or ii) render him liable to expulsion or suspension. The bye-law No. 103 which empowers the committee to fine or suspend a member is clearly within the authority granted by the two clauses (i) and (ii) of S.11(3)(b) of the Act. But the defendants claim that the bye-law No. 172 which takes away from a party to the dispute arising out of a breach of the bye-laws, the right to bring or prosecute any suit or proceeding whatsoever, against the Association, is made in exercise of the power under clause (b) of S.11(3) of the Act. As stated above, the power to make bye-laws under S.11(3)(b) is confined to the two matters specified therein. As stated above, the power to make bye-laws under S.11(3)(b) is confined to the two matters specified therein. Denial of the right of access to a court by instituting suits or other proceedings is not among the powers of the Association specified in S.11(3)(b). No other clause of S.11 of the Act empowers the Association to make a bye-law barring any party from instituting suits or other proceedings in respect of a dispute arising out of a breach of the bye-laws. 13. It is an established rule of law that if a power exists by statute, to make bye-laws, that power must be exercised strictly in accordance with the provisions of the statute which confers such power. (Craies on Statute Law Sixth Edition. Chapter 13. "Delegated Legislation). In my opinion the Association has no legislative authority to lay down that a party to a dispute shall not institute a suit or legal proceeding against the Board, Association or its office bearers. The bye-law No. 172 which lays down such a prohibition is not made in pursuance of the authority conferred by S.11(3)(b) of the Act or any other provision of the Act. In my opinion the bye-law No. 172 is ultra vires of the rule making power conferred by S.11 of the Act and is therefore invalid. It has no existence in law. Since the bye-law No. 172 in so far as it precludes a party from instituting suits or legal proceedings, is invalid, the plaintiff is not precluded from instituting the suit out of which this petition arises. 14. The validity of the second part of bye-law No. 172 relating to suits or other proceedings against Arbitrators, Umpire or appellate Authority has to be judged on the same tests as the suits against the Board, Association or its office bearers. But such a question does not arise on the facts of this case. 15. The second question is whether the suit is barred by virtue of S.27A(2) of the Act. The suit is against India Pepper and Spice Trade Association, Jew Town, Kochi-2 through its Assistant Secretary holding charge as Secretary and the President of the said Association.S.27A of the Act has two sub sections. Sub¬section(1) of S.27(a ) lays down that no suit or other legal proceedings shall lie in any court against the Central Government or any member, office bearer etc. or commission. Sub¬section(1) of S.27(a ) lays down that no suit or other legal proceedings shall lie in any court against the Central Government or any member, office bearer etc. or commission. This sub-section does not come into play in the circumstances of this case. 16. However, sub-section (2) of S.27A is relevant. It has four essential elements. R bars suits and other legal proceedings in any court (i) against the governing body or any member, office bearer or servant of any recognised association (ii) or against any person appointed under sub-section (1) of S.13(iii) for anything which is in good faith done or intended to be done with the approval, or at the instance, of the Commission and (iv) in pursuance of this Act, or of any rule or bye-law made thereunder. This is a suit against the President of the Association and the association as represented by the Secretary. Therefore, it is a suit against one of the persons named in sub-section (2) of S.27A of the Act. It is not a suit against the person appointed under S.13(1) of the Act. Thus the elements set out at (i) and (ii) are fulfilled. But in order that the bar against suits applies, two more essential ingredients need to be satisfied. The validity of the Act of the Secretary by which he communicated the plaintiffs suspension from membership is impugned in the suit. Therefore, the suit is in respect of "anything which is in good faith done by the Association"." This satisfies the ingredient No. (iii). But there is a fourth ingredient of sub-section (2) of S.27A of the Act which has to be present in order to attract the bar against suits. The Fourth ingredient is this: The Act done in good faith, by one or, he other persons mentioned in ingredient No. (i) or (ii) must have been done "with the approval or at the instance of the Commission". The Commission means the forward markets commission established under S.3 of the Act. It has not been pointed out to me that the action of suspension impugned in this suit is an action taken with the approval of the commission or at the instance of the commission. No doubt, the action of the defendants purports to be an action in pursuance of the Act and the bye-laws made thereunder. It has not been pointed out to me that the action of suspension impugned in this suit is an action taken with the approval of the commission or at the instance of the commission. No doubt, the action of the defendants purports to be an action in pursuance of the Act and the bye-laws made thereunder. But it is one of the essentials of sub-section (2) of S.27A that the Act done in good faith and impugned in the suit must have been done "with the approval or at the instance of the commission". The act impugned in the suit is not an act done by the defendants with the approval or at the instance of the commission. Therefore one of the essential elements constituting the bar against suits created by S.27A(2) is absent. 17. The clause "with the approval or at the instance of the commission" is an adjectival clause qualifying the preceding words "anything which is in good faith done or intended to be done". To put it in simple words no suit shall be brought against the named persons if such suit is in respect of anything done in good faith by such person. But subsection (2) of S.27A does not stop there. It goes on to stipulate how and by whom the act should have been done, and qualifies the act as an act "done with the approval of or at the instance of the commission". In other words suits or other legal proceedings are barred in respect of acts done by the Association or its office bearers only if the action complained of in the suit or legal proceeding is done with the approval of or at the instance of the commission. If the letter of suspension, was not issued with the approval of or at the instance of the commission the suit is clearly maintainable. 18. The question of jurisdiction or maintainability of suits is considered on the averments in the plaint. In this case, it has not been averred that the letter conveying the suspension of the plaintiff or the decision to suspend the plaintiff, was approved or initiated by the commission. Therefore, the bar against institution of suits or other legal proceedings against the defendants created by S.27A(2) has no application. Consequently, the suit is maintainable. 19. In this case, it has not been averred that the letter conveying the suspension of the plaintiff or the decision to suspend the plaintiff, was approved or initiated by the commission. Therefore, the bar against institution of suits or other legal proceedings against the defendants created by S.27A(2) has no application. Consequently, the suit is maintainable. 19. In view of my conclusion set out in the foregoing paragraphs, there is no merit in this petition. Accordingly the petition is dismissed with costs.