The Petitioners are share holders of the Gauhati Co-operative urban Bak Limited, hereinafter mentioned as the Bank. The Bank is registered under the provision of the Assam Co-operative socities act,1949 herein after mentioned as the Act. The petitioners have impugned the order dated 8(9),12.92 passed by the Assistant Registrar of Co-operative societies,Assam intimating the General Managerof the Bank that proceedings of the 23rd Annual General Meeting held on 31.10.92 could not approved as the Annual General Meeting election was not properly conducted as required under the Rules and is found to have been vitiated by gross irregularities. 2. Petitioners' case is that prior to holding of the last Annual General Meeting on 31.10.92, Annual General Meeting of the Bank was held on 27.8.89 and the Board of Directors of the Bank were elected in that meeting. But by order dated 30.9.91 the Registrar, Co-operative Societies dissolved the Board of Directors in exercise of power under provision of section 32 (4) of the Act. By the said order the Registrar appointed an Executive Officer to manage the Bank. The Annual General Meeting of the Bank not having been held after dissolution of the Board of Directors, Shri Nagen Deka, one of the share holders of the Bank impugned the said order dated 30.9.91 passed by the Registrar Co-operative Societies purporting to dissolve the Board of Directors in Civil Rule No.4408 of 1991. The said writ petition was disposed of by this Court by order dated 24.12.91 directing the Registrar, Co-operative Societies to arrange holding of Annual General Meeting of the Bank in accordance with law within a period of 2 months from the date of receipt of that order, as provided under the Act. It was further directed that till the proceedings of the general meeting was approved, the Executive Officer would continue with the management of the society/Bank, No Annual General Meeting as per direction of this Court in Civil Rule No. 4408 of 1991 having been held, Shri Nagen Deka again approached this Court in Civil Rule No.1898 of 1992. This Court by order dated 18.9.92 disposed of the said Civil Rule directing the Registrar, Co-operative Societies to hold the Annual General Meeting within 2 months from that date. This Court by order dated 18.9.92 disposed of the said Civil Rule directing the Registrar, Co-operative Societies to hold the Annual General Meeting within 2 months from that date. It was further directed that if the Registrar Co-operative Societies could not hold the meeting within two months, he should come before the Court for modification, of the order so that contempt proceeding might not be initiated. Thereafter, the Annual General Meeting of the Bank was held on 31.10.92. The notices of the holding of 23rd Annual General Meeting on 31.10.92. at 11 AM at Lakhiram Barua Sadan, Guwahati was issued to all the share holders on 9.10.92. In the said meeting as per decision of the house as well as, as per the request of the Chairman, election of the incoming Board of Directors, was conducted by Shri A. Munnaf Senior Auditor of Co-operative Societies, Guwahati as Returning Officer of the election. The election was also conducted under the supervision of Shri AK Bhattacharjee, SRCS assisted by Shri Madhusudan Goswami and Shri Bhabani Sankar Roy, Senior Inspectors, who attended the meeting as Observers. Thereafter, the General Manager of the Bank forwarded the proceedings of the Annual General Meeting to the Assistant Registrar, Co-operative Societies for according approval. 3. I have heard Mr. DN Choudhuty, learned counsel for the petitioners and Mr. SA Laskar, learned Senior Govt Advocate for the respondents. 4. Mr. Choudhury, learned counsel for the petitioners submits that tie . Assistant Registrar, Co-operative Societies have acted Illegally and arbitrarily in passing the impugned order refusing to accord approval of the proceedings of the 23rd Annual General Meeting of the Bank held on 31.10.92. After the present Board of Directors were elected on 31.10.92, the Assistant Registrar should have accord approval Without loss of time so that management of the Bank could be conducted in accordance with the provision of the Act by the elected Board of Directors, particularly when the Bank was deprived of the service of the elected Board of Directors since the earlier Board of Directors was dissolved by the order dated 30.9.91. There was 20 cogent reason for withholding the approval for a long time and ultimately passing the impugned order on 9.12.92. Mr. There was 20 cogent reason for withholding the approval for a long time and ultimately passing the impugned order on 9.12.92. Mr. Choudhury has drawn my attention to the report and parawise comments of the Returning Officer, who was a Senior Auditor of the Co-operative Societies, Guwahati and submits that the report clearly indicate that the election was conducted fairly, properly and impartially and there was no complaint from any quarter against the conduct of the election. The Returning Officer has categorically reported that he did not receive any complaint from any quarter or share holders. The election started at 3 PM and the counting was completed by 8 PM. The Returning Officer submitted a report to the Assistant Registrar of Co-operative Societies stating that all the candidates in writing expressed their view that election was conducted fairly and properly and they had no complaint against conducting of election. The Assistant Registrar instead of acting on the report of the Officer, who is a non-interested person and who is a key person in the election, has acted illegally and without jurisdiction in placing reliance on the so-called complaints made by some share holders which are apparently after thought and the so-called finding in the enquiry report made on the basis of the complaint. 5. Mr. SA Laskar, learned Senior Govt Advocate on the other hand submits that there was complaint alleging gross irregularities and illegalities in conducting the election, by a number of share holders. An enquiry was held and thereafter the Inquiry Officer gave a finding that there was irregularities in holding the election, the Registrar of Co-operative Societies on the basis of the finding of the Inquiry Officer has passed the impugned order. There is no illegality or infirmity in the impugned order. Mr. Laskar further submits that against the impugned order the petitioners should have availed of the alternative remedy by way of preferring an appeal to the Registrar of Co-operative Societies as per provision of section 80 of the Act. The petitioners not having exhausted the alternative remedy, this petition is liable to be rejected. 6. I have considered the submissions made on behalf of the petitioners as well as on behalf of the respondents and have perused the relevant records produced before this Court by Mr. Laskar. The petitioners not having exhausted the alternative remedy, this petition is liable to be rejected. 6. I have considered the submissions made on behalf of the petitioners as well as on behalf of the respondents and have perused the relevant records produced before this Court by Mr. Laskar. From the records it appears that Shri A. Munnaf, Senior Auditor of Co-operative Societies who functioned as Returning Officer in the election of the Board of Directors of the Bank in its Annual General Meeting held on 31.10.92, submitted a report on 3.11.92 to the District Deputy Registrar of Co-operative Societies about the election as follows: “To the Dist Dy.registrar of coop.societies Kamrup Guwahti Sub: Observation of the AGM & election of the Guwahti coop urban bank ltd.held on 31.10.92 Ref: Your order no 420/70/pt/146 dt.27th oct.1992 Sir, With reference and the sabject quoted above, -1-have th« state that I along with other Officers attended the AGM Co-operative Urban Bank Ltd held on 31.10.92 in the sahitya sabha bhaban premises as observers when the formation of new board of Directors came the house unanimously decided to conduct the elction by the departmental officers present. The Chairman at the request of the house requested the undersigned to conduct the election of Board of Directors as RO under supervision of Shri AK Bhattacharya,SRCS and with the assistance of Shri madhu Sudan Goswami and Shri BS Roy,Senior Inspector who also attended as observers. The. house unanimously decided to conduct the Section ballot papers. The ballot papers were-.cyclostyld election was started at 3.30 PM. After counting result be announced at 8 PM. The votes were taken by the share holder present and put signature on the Proceeding Book. The above named officers actively took part in the election work with the help of the officers election could be completed smoothly. No complaint or objections were raise by any shareholders at the time of election. The result sheet of the elecled Board of 'Directors are enclosed herewith; "The 'Used ballot papers and other documents are'submitted herewith for safe custody. This is for favour of your information and necessary action. No complaint or objections were raise by any shareholders at the time of election. The result sheet of the elecled Board of 'Directors are enclosed herewith; "The 'Used ballot papers and other documents are'submitted herewith for safe custody. This is for favour of your information and necessary action. Encl Used ballot papers Yours Faithfully For Chairman Sd/-Abdul Munnaf For Vice Chairman-156 3/11/92 For Board of Directors-156 Sr.Auditor of CS,Guwahti It appears from the record that 61 persons claiming themselves as share holders of the Bank made a complaint to the Assistant Registrar of Cooperative societies in vernacular (Assamese) making vague and indefinite allegations that election of the Board of Directors in the 23rd Annual General Meeting of the Bank was held irregularly on 31.10.92. Complaint was received by the Assistant Registrar on 9.11.92 and after receipt thereof he passed an order on the body of the complaint asking Mr.BN Barman, SRCS to enquire and submit a report. The complaint was typed in Assamese language. The date of that complaint has been inserted as 31.10.92 in English bare reading the of contents of the complaint disclose that it was written on a date subsequent to 31.10.92. Besides the allegations made in the complaint are apparently self contradictory. The Sub-Registrar of Co-operative societies submitted his report on 21.11.92 but his finding in the report is based on mere conjecture and surmises. It furthere appears that 5 share holders made complaint in English before the Assistant Registrar on 6.11.92 and after receipt of the complaint parawise comments was called for from the returning officer, namely Shri Abdul munnaf,Senior Auditor. After receipt thereof, the Returning officer submitted his parawise comment as follows: As regards objection No-4 it is to be stated that the election was started at 3.30 Pm i.e the day time uestion of electric light practically did not arise. The election process including counting of votes conclued at 8pm when the election process was continuing there was a sudden fall of electricity which was lasted for about 40 minutes. The management of the Bank provided us with candles and one gas light which we usedfor conducting the election. As we were very busywith conducting the election, it was not known whether some share holders could not casted their votes due to failure of electricity or for some reasons which were best known to them. The management of the Bank provided us with candles and one gas light which we usedfor conducting the election. As we were very busywith conducting the election, it was not known whether some share holders could not casted their votes due to failure of electricity or for some reasons which were best known to them. In this respect no objection was raised by any share holders. On the other hand most of the candidates for chairman and vice chairman or their repre entatives admitted the smooth conduction of the election in writing. A photocopy of the same is enclosed herewith. As regards objection No.4(a) it may be mentioned that in most of the time of counting the ballot papers there was no electricity but we used the candles and gas light supplied by the management. As the election process started during the day time i.e at 3.30 pm as such there was no alternative than to continue the same till its completion. There was no trouble for us as we all use spectaries regularly. It has already been mentioned in my report dated 3.11.92 that the ballot papers were cyclostyled on the spot by the management and supplied to us. As regards objection No.5 it is to be stated here that the list of contesting candidates for Board of Directors were placed before the General Manager of the Bank by us as well as by the House to know whether any of them were defaulters. The General Manager of the Bank certified on the body of the list that no one was a defaulter. A photocopy of the same is enclosed herewith which is self explanatory. It may be mntioned here that the election was conducted as per decision of the House as well as per request of the Chairman. The election was conducted under the supervision of Shri AK Bhattacharyya, SRCS (A) and with the active assistance of Shri Madhu Sudan Goswami and Shri Bhabani Shankar Roy, Senior Inspectors who attended the meeting as observers. This is for favour of your information and necessary action” 7. From the report of the Returning Officer dated 3.11.92, the parawise comments on the complaint submitted on 26.11.92 and documents enclosed thereof, it becomes apparent that no inconvenience in conducting the election was caused due to temporary 'Stoppage of supply of electricity to the premise for about 40 minutes. This is for favour of your information and necessary action” 7. From the report of the Returning Officer dated 3.11.92, the parawise comments on the complaint submitted on 26.11.92 and documents enclosed thereof, it becomes apparent that no inconvenience in conducting the election was caused due to temporary 'Stoppage of supply of electricity to the premise for about 40 minutes. It is also on record that the General Manager certified that none of the share holders who participated in the election was a defaulter. All the candidates also expressed in writing that the election was conducted properly and they had no grievance. There was no complaint from any of the share holders that he was inconvenienced in casting his vote because of printing of names of candidates in English in the ballot papers. I find, the Assistant Registrar Co-operative Societies committed manifest error of law apparent on the face of the records in not considering the report of the Returning Officer, his parawise comments and contemporeneous documents enclosed thereto. This failure has vitiated the decision. As already observed, in the so-called complaint written in Assamese a number of persons claimed themselves as share holders, which was received by the Assistant Registrar on 9.11.92 contained vague and contradictory allegations. Besides, the fact of inserting the date of the complaint as 31.10.92, in English, caste doubt about the genuineness of the complaint. It is not at all safe to act on such vague and doubtful complaint. On the other hand, a Govt servant of the Co-operative Society who conducted the election under the supervision of other officers, in his report dated 3.11.92 and parawise comments with contemporeneous documents, disclose that election of the Board of Directors was held fairly and properly. There cannot be any reason to discard the report and parawise comments submitted by the Returning Officer, who is apparently a person non-interested in the election. 8. Rule 26 of the Assam Co-operative Societies Rules provides that proceedings of all meetings of General Assembly shall be submitted to the Registrar or to the person/persons in the manner as, may be prescribed by him from .time to time for approval and until such approval is obtained, proceedings of such meetings shall not be valid. Thus it is apparent that unless the proceedings of a meeting including the Annual General Meeting is approved, the entire proceedings become non-est and inoperative. Thus it is apparent that unless the proceedings of a meeting including the Annual General Meeting is approved, the entire proceedings become non-est and inoperative. Election of the Board of Directors or Managing Committee of a co-operative society becomes inoperative if the proceedings of the Annual General Meeting is disapproved. The power of approval contemplated under Rule 26 of the Co-operative Societies Rules is not arbitrary. The power cannot be exercised arbitrarily or capriciously. The approving authority should not and must not tightly disapprove the proceeding of Annual General Meeting where the incoming Board of Directors or Managing Committee is elected and must be slow and retrospect before disapproving the proceeding. Election of a Managing Committee or Board of Directors of a co-operative society in Annual General Meeting should normally be approved at the earliest so that the elected body can manage the affairs of the society, and that according approval of the proceeding of the Annual General Meeting should be taken as the rule and the disapproval of the proceeding is an exception. The election of Managing Committee or Board of Directors of a co-operative society in Annual General Meeting can be disapproved only under exceptional and compelling circumstances when it becomes apparent from the records that the election was held with gross irregularity and in gross violation of rules and procedure. Mere irregularity will not justify such disapproval. In the instant case, as indicated above, the report and parawise comments of the Returning Officer, who was a Senior Auditor of the Co-operative Society and the contemporaneous documents enclosed in the report and parawise comments clearly disclose that there was no irregularity far less serious irregularity in the matter of election of the Board of Directors, which warrant disapproval of the proceedings. 9. The submission of Mr. Laskar that the petitioners have alternative remedy by way of preferring appeal under section 80 of the Act may be correct. But, in the instant case the Rule has been issued and the petition has been heard on merit and that apart, the co-operative year came to an end on 31.3.93, and consequently the Board of Directors of the Bank is to be elected by holding 24th Annual General Meeting. At this belated stage it will not be just and proper Jo reject the petition and to ask the petitioners to avail of alternative remedy by way of preferring appeal. 10. At this belated stage it will not be just and proper Jo reject the petition and to ask the petitioners to avail of alternative remedy by way of preferring appeal. 10. For the reasons stated above, the petition is allowed. The impugned order dated 8/9.12.92 passed by the Assistant Registrar of Co-operative Societies, is set aside. The respondent No.4 (1), the Assistant Registrar of Cooperative Societies is directed to pass appropriate order under Rule 26 of the Rules within a period of 7 (seven) days from the date of receipt of this order. It is further directed that 24th Annual General Meeting of the Bank shall be held within 2 (two) months thereafter. I make no order to costs.