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1997 DIGILAW 430 (CAL)

BIJOY KUMAR BISWAS v. NABAYUG LARGE SIZED CO-OPERATIVE AGRICULTURAL CREDIT SOCIETY LIMITED

1997-11-26

GITESH RANJAN BHATTACHARJEE

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GITESH RANJAN BHATTACHARJEE, J. ( 1 ) IN this writ petition the petitioner has challenged the notice annexure "e" to the writ petition issued by the secretary, Nabayug Large Sized Co-operative Agricultural Credit Society Ltd. convening a special general meeting of the members of the said cooperative society for the purpose of holding election for the reconstitution of the board of directors of the society. The notice also contains the election programme. The petitioner is a member of the said co-operative society. The secretary of the co-operative society convened the special general meeting for holding the election of directors as he was directed by the Assistant Registrar of Co-operative Societies (ARCS) to do so. In view of sections 2 (37), 9, 10 of the West Bengal Co-operative Societies Act, 1983, an ARCS appointed to assist the Registrar and empowered to exercise his powers and duties, as permissible, also comes within the term "registrar". ( 2 ) THE petitioner has challenged the notice of the special general meeting convened for election of directors of the board, firstly on the ground that such election can be held only in an annual general meeting and not in any special general meeting, and secondly on the ground that the Registrar has no power to call a general meeting without the permission of the State Government where eighteen months have already elapsed after the date of the preceding meeting. ( 3 ) NOW let us examine the validity of the above contentions. Section 25 of the West Bengal Co-operative Societies Act, 1983, relates to the annual general meeting. It requires that at least once in every co-operative year there shall be a general meeting called the annual general meeting. The section also enumerates specific topics or subjects to be dealt with in such a meeting. Election (if any) of the directors of the board is one such subject. In view of Section 27 (8) a director holds office for a period of three years. Thus while an annual general meeting is required to be held at least once in a year, election of the directors of the board is ordinarily held once in three years. Election (if any) of the directors of the board is one such subject. In view of Section 27 (8) a director holds office for a period of three years. Thus while an annual general meeting is required to be held at least once in a year, election of the directors of the board is ordinarily held once in three years. Again, while Sub-section (1) of Section 25 requires the annual general meeting to be held at least once in a year, Sub-section (3) provides that if the board fails to call the general meeting within fifteen months of the commencement of a co-operative year, in that case the Registrar shall call a general meeting within three months from the date of expiry of the aforesaid fifteen months. Sub-section (4) provides that the State Government may, in special circumstances, permit the Registrar to call the general meeting even after the expiry of eighteen months from the date of the last preceding meeting. It is therefore contended by the learned advocate for the petitioner that since in this case more than eighteen months have already elapsed from the date of the last annual general meeting, the Registrar cannot call or cause to be called a general meeting now without the permission of the State Government which has not been obtained in this case. The learned advocate for the petitioner however overlooked the position that the bar of Sub-section (4) of Section 25 applies to a general meeting referred to in Section 25 which deals with the annual general meeting and associated matters, but this bar has no application to any special general meeting convened under Section 26. It is also to be pointed out here that while the bar under Sub-section (4) of Section 25 applies in appropriate cases against the calling of a general meeting by the Registrar, here in the present case the special general meeting has been called not by the Registrar but by the Secretary of the Co operative Society, though under the direction of the Registrar. In any view of the matter the bar of Sub-section (4) of Section 25 is therefore, not applicable in this case. In any view of the matter the bar of Sub-section (4) of Section 25 is therefore, not applicable in this case. ( 4 ) THE learned advocate for the petitioner submits that a special general meeting is required to be called within two months of the date of the direction of the Registrar, as provided in Sub-section (2) of Section 26, but in this case the meeting has been called beyond that period inasmuch as the Registrar issued the direction on July 25, 1997, and the special general meeting has been called to be held on November 30, 1997, by the notice dated October 27, 1997, issued by the secretary of the society. In my opinion, the time-frame provided in Section 26 (2) is rather directory and not mandatory, because it is now a settled principle of law that when a public authority is required under a statute to exercise any power or function for which a time limit is fixed, the same is ordinarily taken to be directory, otherwise there may be chaotic consequences of undesirable nature. The delay in calling the meeting in this case, is, therefore, not considered fatal. ( 5 ) AS regards the contention of the petitioner that no election of the directors of the board can be held in a special general meeting, I must say that the same is wholly untenable. Section 26 which makes provisions for calling special general meetings does not specify or limit the subjects or matters in respect of which alone such meeting may be called. It is, therefore, evident that a special general meeting may be called in respect of any matter which the particular co-operative society is competent or required to deal with. The mere fact that a matter has been enumerated in Section 25 as a subject to be dealt with in an annual general meeting' does not necessarily mean that no special general meeting can be called in respect of any such matter. All matters falling within the competence or domain of a co-operative society can be dealt with in an annual general meeting, if brought in accordance with the lawful procedure. All matters falling within the competence or domain of a co-operative society can be dealt with in an annual general meeting, if brought in accordance with the lawful procedure. Any attempt to restrict the special general meeting contemplated in Section 26 1o residuary matter only will make Section 26 totally redundant, ineffective and nugatory, because no residuary matter will be available beyond the scope of Section 25 which deals with annual general meetings. It may also be noticed here that Section 25 (2) expressly provides that a special general meeting must be held for considering" the audit report within three months of receipt of such report if such audit report was not available when the last annual general meeting was held and the next annual general meeting is not done within the said specified period of three months. This is rather an overt reflection of the legislative intent that Section 26 is to serve as a provision supplementary to Section 25 and they are not to be treated as mutually antagonistic. ( 6 ) IT may also be noted that Section 27 provides, inter alia, that the directors of a board shall be elected by the members of the co-operative society "in a general meeting". There it is not stated that it must be an annual general meeting. A general meeting may be either an annual general meeting or a special general meeting. If it were the intention of the Legislature that the election of directors must be held only in an annual general meeting and never in a special general meeting, the Legislature would have, in Section 27, used in that context the expression "annual general meeting" instead of the expression "a general meeting" which obviously includes within its fold a special general meeting also. Therefore, there is nothing wrong that a special general meeting has been called for holding election of directors of the board. In the circumstances, I find no reason for the writ court to interfere in this matter. This writ petition is accordingly dismissed. ( 7 ) BE it recorded that reportedly an election officer has also been appointed by the ARCS. The learned advocate for the petitioner prays for stay of this order. The prayer is rejected after consideration.