Judgment :- The facts in all these cases are similar. The point involved is the same. I shall therefore state the facts in O.P.No. 2535 of 1992 as typical of the batch. 2. The petitioner is the managing committee of the Mannarghat Cooperative Agricultural Development Bank Ltd., a co-operative Society registered under the Kerala Co-operative Societies Act, 1969 (the act). the term of the committee as per the bye-laws is five years commencing from first April. The petitioner committee, in office, had a term upto and inclusive of March 31, 1994, when its five year term expires. However, by virtue of the Co-operative Societies (Amendment) Ordinances of 1992 promulgated on February 7,1992 reducing the term of office of the managing committees of co-operative societies from .five years to three years, the petitioner's term of office got reduced upto and inclusive of March 31st, 1992. It had to lay down office on that day consequent on the amendment. 3.This was a contingency which had not been anticipated by the managing committee as its term would, but for the amendment, have extended upto March 31, 1994. On the Ordinance being promulgated and since the society will be left without an elected managing committee after March 31,1992, the petitioner committee passed a resolution on February 11,1992 resolving to convene a meeting of the general body on April 12,1992 to elect a new managing committee. Another resolution to request the Joint Registrar to extend the term of the managing committee in office till April 13,1992 in exercise of his powers under R.39 of the Kerala Co-operative Societies Rules (the rules ), was also passed in as much as the term of the managing committee was expiring on march31,1992 for supervening reasons, and not by reason of any default on their part in holding the elections. The resolutions were duly communicated to the appropriate authorities with request for appointing a Returning Officer and for extending the term of the managing committee in office. The Assistant Registrar the 3rd respondent, to whom the application for appointing Returning Officer was made, however declined the request by his proceedings Ext. P5 dated February 21, 1992, on the ground that the resolution for holding the election had not been passed in advance of sixty days of the expiry of the term of the committee. The Assistant Registrar the 3rd respondent, to whom the application for appointing Returning Officer was made, however declined the request by his proceedings Ext. P5 dated February 21, 1992, on the ground that the resolution for holding the election had not been passed in advance of sixty days of the expiry of the term of the committee. He took the view that since the managing committee was to lay down office on March 31, 1992 under the amended dispensation, the resolution for holding an election passed on February 11,1992 within sixty days was not in compliance with R.35 of the Rules and therefore could not be acted upon as a valid resolution, warranting the appointment of a' Returning Officer. 4. Petitioner challenges Ext. P5. They point out that the managing committee was validly in office on February 11, 1992 when the resolution was passed. It was a valid resolution which the managing committee was entitled to take having regard to the provisions of the Act and the Rules. It is imperative that a co-operative society should be managed by a democratically elected body and there is nothing extraneous or illegal in the committee, in office passing resolution to hold an election. The period of sixty days mentioned in R.35(1) is not mandatory and any resolution passed for holding election even within that period is liable to be acted upon, though that may not enable the managing committee in office to continue beyond their term. When a resolution is otherwise valid, the Assistant Registrar is bound to act on that resolution and appoint a Returning Officer... 5. Sri. Cyriac Joseph, Additional Advocate General who appeared for the respondents, however contends that the provisions of R.35, including the period of sixty days, are mandatory and therefore any resolution to hold an election, passed within the period of sixty days is ineffective, null and void and not liable to be acted upon. He places reliance on the decision of Namboodiripad, J. in Thankappan v. Co operative Tribunal, 1979 KLT 528. 6. The question for consideration is whether a resolution of the managing committee for holding an election is liable to be ignored if it is within sixty days of the expiry of the term of the committee. He places reliance on the decision of Namboodiripad, J. in Thankappan v. Co operative Tribunal, 1979 KLT 528. 6. The question for consideration is whether a resolution of the managing committee for holding an election is liable to be ignored if it is within sixty days of the expiry of the term of the committee. While the petitioner would contend that the resolution is a valid one to be taken note of, according to the respondents, no right flows therefrom, it is nonest, and no action need be taken thereon. 7. Since the scope of R.35 arises for consideration, it will be advantageous to extract the relevant clauses thereof: "35. Procedure regarding conduct RI Election to the Committee of Societies.-The election of the members of the committee of Society shall be conducted in the following manner. (1) The Committee shall meet at least 60 days in advance of the date of expiration of its term and pass a resolution fixing the dale, lime and place for the conduct of the election of the new committee. A copy of the resolution shall be sent to the Registrar by registered post within a week. (2) The Registrar may on receipt of such resolution appoint a Returning Officer for the conduct of election. The Returning Officer so appointed may be given such remuneration as may be fixed by the Registrar. The Returning Officer shall lake necessary steps for 1 he conduct of election and the committee shall render all necessary help to the Returning Officer for the constitution of the Committee. (3)(a) The Returning Officer shall give intimation regarding the details of election of the members of the Committee to all members included in the final list of the voters, to vote at the election of the committee, either in person and obtain their full signature in token of having received the same, or by post under certificate of posting or by publishing such details in two vernacular dailies having wide circulation in the area. A copy of the intimation shall also be affixed on the notice board of the Head Office and the branches, if any, of the society. A copy of the intimation shall also be affixed on the notice board of the Head Office and the branches, if any, of the society. The intimation shall contain the following particulars:- (i) The number of vacancies to be filled up by election; (ii) Any area or constituency that is specified in the bye-laws from which members arc to be elected; (iii) The date on which, the place at which and the hours between which nomination paper shall be filed by the contesting candidate or by his proposer or seconder such dates not being less than seven clear days before the dates fixed for the election; (iv) the date and hour when the nomination papers will be scrutinised; (v) The date on which, the place at which and the hours between which, polling will take place. (vi) The committee in office shall prepare a list of members qualified to vote at the election in accordance with the provisions of the Act, these Rules and Bye-laws as stood on a date 30 days prior to the date fixed for the poll and supply the same, to the Returning Officer. The Returning Officer shall publish copies of the list by affixing them to the notice Board at the Head Office of the society and its branches, if any, not less than fifteen days prior to the date fixed for election inviting objections, if any, in the matter, within three clays of publication. The list shall specify the admission number, name of the member, name of the Father or Husband and the address of such member. After considering the objections, if any, the Returning Officer shall publish a final list of eligible voters on the Notice Board of the Society and in its branches, if any, not less than ten clays prior to the date fixed for the poll. A copy of such list shall be supplied by the Society to any member on payment of such fees as may be prescribed by the committee." 8. Thankappan's case (1979 KLT 528) was one in which sub-clause 3(a) of the Rule was under consideration. Election was held to the. Managing Committee of a society. R.35(3) (a) provides for notice of the election to be sent to all the members of the society included in the final list of voters to vote at the election. Thankappan's case (1979 KLT 528) was one in which sub-clause 3(a) of the Rule was under consideration. Election was held to the. Managing Committee of a society. R.35(3) (a) provides for notice of the election to be sent to all the members of the society included in the final list of voters to vote at the election. The Returning Officer omitted to send notice to four of the members of the society. An election petition was filed on the ground that this omission constituted violation of sub-rule (3) (a) and therefore the election stood vitiated. The petition was resisted with the plea that sub-rule (3) (a) was not mandatory and that failure to issue notice to a few members will not vitiate the election. Namboodiripad, J. held that R.35(3)(a) as also the other sub-rules of the Rule used the word'shall' and therefore every sub-rule of R.35 was mandatory. He observed:- "There is no provision in the Act or the Rules, which provides the grounds upon which an election could be invalidated. The absence of any such provision, and, also the presence of the expression "shall" in almost every provision of R.35, shows that every sub-rule mentioned in R.35 is mandatory and violation of any one provision in R.35 will vitiate the election and make it void." 9. Therefore, and though he was only concerned with the question of the mandatory nature of sub-rule (3)(a) the learned judge made a general observation that every sub-rule of R.35 was mandatory, liable to be strictly complied with. It is this observation that is heavily relied on by Sri.Cyriac Joseph to contend that the period of sixty days prescribed for passing a resolution for holding election is also an imperative one, and therefore, if the resolution is not passed in advance of the said period, it is liable to be ignored. 10. It is true that there is a sweeping observation in Thankappan's case,1979 KLT 528 that all the sub-rules of R.35 are mandatory. The case was concerned only with sub-rule (3)(a) and not with any of the other sub-rules. 10. It is true that there is a sweeping observation in Thankappan's case,1979 KLT 528 that all the sub-rules of R.35 are mandatory. The case was concerned only with sub-rule (3)(a) and not with any of the other sub-rules. The question which arises for consideration here regarding the sixty days rule was not in issue before the learned Judge.1 have no doubt that the passing of a resolution fixing the date, time and place for the conduct of the election of the new managing committee is mandatory, as that constitutes the very foundation of all the further proceedings for the election. There cannot be an election without its being backed by such a resolution. But the further question is whether the period of sixty days mentioned is made imperative as to nullify any resolution passed within that period, entitling the statutory functionaries to ignore, and not to act upon it. This aspect was not under consideration before the learned judge. 11. The question whether a particular provision is mandatory or directory depends not on its form, not on the language in which it is couched, but upon the intent of the legislature. The meaning and intention of the legislature must govern and these are to be ascertained not only from the phraseology of the provision, but also by considering its nature, its design and the consequences which would follow from construing it the one way or the other (Crawford on Statutory Construction, quoted with approval in Govindlal Chagganlal Patel v. Agricultural Produce Market Committee, AIR 1976 SC 263 and Owners and Parties interested in M.V. ValiPero v. Fernando Lopez MR 1989 SC 2206). The word 'shall' in its ordinary import is no doubt obligatory. But it does not conclude the matter. It is not conclusive or determinative of the question whether the provision is absolute or directory. Illustrations abound when the words 'shall' and 'may' have been treated as inter changeable. The word 'shall' need not be treated as obligatory in each and every case and the provision can be treated as directory depending upon the purpose which the legislature intended to achieve as disclosed by the object, design, purpose and scope of the statute. (See Rubber House v. Excellsior Needle Industries Pvt. Ltd.JT 1939(1) SC 488). The enquiry is always directed to the purpose behind the provision. (See Rubber House v. Excellsior Needle Industries Pvt. Ltd.JT 1939(1) SC 488). The enquiry is always directed to the purpose behind the provision. Its mandatory language by itself affords no justification for the conclusion that it is imperative in the sense that any act done in violation thereof will be invalid. It is also well established now that a constructive purposeful approach is a permissive mode of construction of statutory provisions, regard being had to the spirit of the enactment and the mischief intended to be cured. Charan LalSahuv. Union of India AIR 1990 SC 1480). It is in the light of these principles that the question has to be considered whether the provisions of R.35 requiring the resolution to be passed in advance of sixty days is mandatory or not. 12. What then is the purpose and intent of the sixty days rule? What it evidently envisages is that the committee in office should take steps to have the election conducted before they lay down office. A period of sixty days is provided for the various steps in the election process to be gone through, culminating in the election. A Returning Officer has to be appointed by the concerned authority, followed by publication of the preliminary voters' list, hearing of objections thereto, finalisation of the voters' list and the publication thereof, filing of nominations and their withdrawal, issue of adequate notice to members and ultimately the election itself at the general body. A period of sixty days is provided for going through these processes. The necessity for a resolution sixty days in advance is to ensure that the new managing committee takes charge on the expiry of the term of the previous managing committee, without any hiatus. 13. A society registered under the Act should, as far as possible, be under the control and management of a duly elected managing committee. It was observed by Sreedharan, J. in Govindankuttyv. State, 1990 (1) KLT 513 =1990 (1) KLJ 474 that from the scheme of the Act and the Rules, "it is evident that the affairs of a co-operative society are to be controlled and managed by the elected Board of Directors. It was observed by Sreedharan, J. in Govindankuttyv. State, 1990 (1) KLT 513 =1990 (1) KLJ 474 that from the scheme of the Act and the Rules, "it is evident that the affairs of a co-operative society are to be controlled and managed by the elected Board of Directors. I had also occasion to observe in Antony Jerome v. Joint Registrar of Co-operative Societies, 1990 (2) KLT 895 = 1990 (2) KLJ 530 that the normal mode of functioning of any co-operative society was through its elected managing committee. In both these cases the placing of co-operative societies in the hands of administrators without sufficient reason was frowned upon. The very purpose of the sixty days rule, in my view, is to ensure the, smooth transition of the administration from one elected body to another without any break in between. 14. A resolution passed within sixty days of the expiry of the term of the committee is nevertheless a valid resolution in that the committee is validly in office entitled to pass the resolution. It is not liable to be ignored in the ordinary course. The effect of such a resolution within sixty days may be that the managing committee in office cannot itself hold the election; it may have to be held by the Administrator, who may be appointed on the expiry of the term of the Committee. The consequence of ignoring such a resolution, on the other hand, is to make it imperative to appoint an Administrator for the society after the expiry of the term of the committee, and then forleave it to the Administrator to pass resolution for holding an election. That means the Society will perforce have to be under the management of an Administrator for a few months. When the very purpose and intendment of the sixty days rule, as I understand it, is to ensure continuing in the administration by an elected body in office, it should follow as a necessary corollary that governance by Administrator should, even if unavoidable, be reduced to the minimum. There is no bar in R.35 to the passing of a resolution within sixty days nor is any such resolution expressly invalidated. There is no bar in R.35 to the passing of a resolution within sixty days nor is any such resolution expressly invalidated. I am therefore of the opinion that the law as it stands does not render nonest a resolution passed within sixty days, making it liable to be ignored and leaving it to the Administrator to pass a resolution at his own leisure, and then to hold the election. The period of administration by an officially appointed Administrator should be the barest minimum and that will be sustained only if the resolution passed by the committee, even if within sixty days, is taken into account and acted upon. The view t< 15. Cases may be visualised where the managing committee in office could not pass a resolution in advance of sixty days for reasons beyond their control. If that entails the penal consequence of the committee being left without an opportunity to pass a resolution, I am afraid the very purpose and intendment of ensuring continuity in office of an elected body will stood defeated - a consequence which is- abhorrent to the scheme of the Act and the Rules. lam therefore of the opinion that the prescription of the time of sixty days in R.35(1) is not mandatory, though the passing of a resolution is mandatory. 16. In this view of the matter, the order Ext. P5 is unsustainable and has to be quashed. But that will not enable the petitioner to get relief. The elections were proposed to be held on April 12,1992. That date is long past. Even on the date on which the original petition was filed, sufficient time was not available for going through the resuisite process for holding the election on April 12, 1992. The petitioner cannot therefore seek the direction claimed in the original petition. At the same time, it is necessary that the election to the managing committee of the society should be held without delay. 17. Since the decision in Thankappan's case does not directly deal with this aspect of the matter, I have fell it unnecessary to refer the case for decision by a Division Bench and have chosen to clarify the position myself. 18. The facts of the other cases are similar. 17. Since the decision in Thankappan's case does not directly deal with this aspect of the matter, I have fell it unnecessary to refer the case for decision by a Division Bench and have chosen to clarify the position myself. 18. The facts of the other cases are similar. Though the orders refusing to appoint Returning Officer, or the fail lire to pass orders are unsustainable in law, the petitioners, are nevertheless not entitled to any relief since it is impossible to hold the elections on the dates fixed by the committees in their resolutions. The original petitions are accordingly dismissed. But the respondents are directed to ensure that elections to the managing committees of the respective societies are held expeditiously, and at any rate before August 31,1992.