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2004 DIGILAW 309 (GAU)

Nripendra Narayan Mahanta v. State of Assam

2004-05-05

BIPLAB KUMAR SHARMA

body2004
JUDGMENT B.K. Sharma, J. 1. Both the writ petitions have been filed assailing the legality and validity of the impugned order dated 17.9.2003 passed by the Registrar, Cooperative Societies, Assam refusing to accord approval to the proceedings of Annual General Meeting of Guwahati Co-operative Urban Bank held on 24.5.2003 and consequential appointment of the Assistant Registrar of Co-operative Societies, Guwahati as the One Man Ad hoc Committee to manage the affairs and to perform the function of the Managing Committee of the said Bank till such time a new Managing Committees is elected or formed. Further it has been prayed for issuance of the direction towards approval of the proceedings of the Annual General Meeting in question. 2. The first writ petition has been filed by the petitioner projecting himself to be the Chairman of the elected Board of directors of the bank which has since been dissolved by the impugned order. The writ petition has been filed allegedly on behalf of the writ petitioner himself and the other elected members of the Board of directors. However, neither particulars of such elected members have been furnished, nor any authorization letter authorizing the petitioner to initiate the writ proceeding has been annexed. 3. The WP(C) No. 7981/2003 has been filed by the 4 petitioners who are the shareholders of the Bank in question. Since the common question of facts and law are involved and the relief sought for are also same and as agreed to by the learned counsels for the parties, both the writ petitions were heard analogously for decision. Thus this common judgment and order in both the writ petitions. 4. Shortly stated, the facts leading to the filing of the writ petitions are that the 34th Annual General Meeting of the Bank was held on 24.5.2003 and the Managing Committee was elected and the writ petitioners in WP(C) No. 7946/2003 was unanimously elected as the Chairman. After such election of the New Managing Committee, the proceedings of the Annual General Meeting were sent to the Assistant Registrar of Co-operative Societies for his approval as required under the Rules. The Assistant Registrar refused to accord approval by his letter dated 5.6.2003. Altogether 4 grounds were indicated in the order dated 5.6.2003 towards refusal to accord approval which are as follows: (a) That the Society violated the provisions of Bye-law No. 19(iii). The Assistant Registrar refused to accord approval by his letter dated 5.6.2003. Altogether 4 grounds were indicated in the order dated 5.6.2003 towards refusal to accord approval which are as follows: (a) That the Society violated the provisions of Bye-law No. 19(iii). (b) Large numbers of members were debarred from participating in the Annual General Meeting for not bringing the notice of the Annual General Meeting, which is not in conformity with the Bye-laws. (c) The Chairman who presided over the meeting is in default to the Bank and ceased to be the Chairman/director of the Bank as per Section 27(5) of the Bye-laws. (d) The one Shareholder was debarred from contesting the election in an illegal manner. 5. Being aggrieved by such refusal to accord approval to the minutes of the Annual General Meeting, the petitioners in WP(C) No. 7946/2003 approached this court by filing WP(C) No. 4424/2003. The writ petitioners in WP(C) No. 7981/2003 filed another writ petition being WP(C) No. 4481/2003. This court by its common judgment and order dated 13.8.2003 exhaustively discussing the facts and the law interfered with the said order dated 5.6.2003 and the order dated 6.6.2003 disapproving the proceedings of the AGM, dissolving the Managing Committee elected therein and constituting the one man ad hoc committee and the notice of fresh AGM fixing 17.8.2003. Upon such interference, the Registrar, Co-operative Societies, Assam was ordered to take a fresh decision on the issuance of approval/disapproval of the proceedings of the AGM held on 24.5.2003 after affording reasonable opportunity of hearing. It was, however, made clear that the direction for fresh decision should not be construed to be a direction for approval of the proceeding of the AGM. The respondents were directed to take appropriate decision after considering the materials on record and following such hearing. 6. Pursuant to the aforesaid judgment and order of this court, the Registrar of Co-operative Societies, Assam issued notices to all concerned fixing the hearing on 16.9.2003. The petitioners and others attended the hearing. Upon such hearing and on perusal pursuance of the materials on records, the impugned order dated 17.9.2003 has been passed refusing to accord approval to the AGM held on 24.5.2003. The petitioners and others attended the hearing. Upon such hearing and on perusal pursuance of the materials on records, the impugned order dated 17.9.2003 has been passed refusing to accord approval to the AGM held on 24.5.2003. By the same very order a one man ad hoc committee has been appointed to manage the affairs and to perform the function of the Managing Committee of the Bank till a new Managing Committee is selected or formed. 7. I have heard learned Senior Counsel Mr. K. N. Choudhury, appearing on behalf of the writ petitioners in WP(C) No. 7981/2003 have also heard Mr. K.P. Pathak, learned Senior Counsel appearing on behalf of the writ petitioner in WP(C) No: 7946/2003. Mr. G. Uzir, learned advocate appeared, made submission and produced records on behalf of the Registrar of Co-operative Societies, Assam. Learned State counsel made submissions on behalf of the State respondents. I have also heard Mr. A. Majumdar, learned Senior Counsel appearing on behalf of the respondent No. 5, a shareholder of the Bank. 8. The Registrar of Co-operative Societies by the impugned order dated 17.9.2003 has refused to accord approval to the minutes of the AGM dated 24.5.2003 on the following grounds. (i) the Bank violated the provision of Section 19(iii) of the Bye-laws of the society in the matter of issuance of the notice of the AGM. (ii) the Chairman who presided over the meeting was a defaulter of the Bank on the date of the AGM. on 24.5.03. (iii) One of the shareholders was illegally prevented from taking part in the process of election to the Board of directors of the Bank. 9. The basic thrust of the argument on behalf of the petitioners made by the learned Senior Counsel is that none of the grounds towards refusal to accord approval is sustainable in the eye of law. As regards the 1st ground, it was submitted that merely because the notice issued to the shareholders informing holding of the 34th Annual General Meeting of the Bank contained a clause "it is mandatory for the members of the Bank to carry this notice" by itself would not render the notices and the meeting invalid. As regards the 1st ground, it was submitted that merely because the notice issued to the shareholders informing holding of the 34th Annual General Meeting of the Bank contained a clause "it is mandatory for the members of the Bank to carry this notice" by itself would not render the notices and the meeting invalid. They submitted that there is nothing on record to show that any of the members of the Bank was prevented from attending the meeting in absence of non-receipt of the notice and/or none carrying of the same to the venue of the meeting. 10. As regards the plea that the Chairman who presided over the meeting was a defaulter of the Bank on the date of the AGM held on 24.5.2003, who incidentally is the writ petitioner in WP(C) No. 7946/2003, learned counsel for the petitioners submitted that he was not a defaulter on the date of the meeting in its true sense: In any case, the petitioner having addressed a letter dated 9.5.2003 to the bank for liquidation of the outstanding loan amounts from the liquid securities kept deposited in the Bank, there was on outstanding dues payable by the petitioner. To that effect a certificate was also issued by the Branch Manager of the Bank which is quoted below : "THE GAUHATI CO-OPERATIVE URBAN BANK LTD. TO WHOM IT MAY CONCERN This is to certify that Sri Nripendra Narayan Mahanta, S/o Late Mahendra Narayan Mahanta, resident at Tokobari Stra Gauhati-1 took a term loan A/C No. 2135 of Rs. 2,66,897.00 (Rupees Two lakh sixty six thousand eight hundred ninety seven only) on 1.12.2000. Outstanding balance in his term loan account as on 9th may, 2003 was Rs. 1,61,543.00. He has good credit worthiness with the Bank and never defaulted for three or more months continuously in repayment at his instalment, against the loan amount on 9th of May, 2003, he submitted an application before the Branch Manager for liquidating the entire balance amount in his term loan account from the securities keep deposited in the Bank for loan in view of his personal problem. Branch Manager The Gauhati Co-op. Urban Bank Ltd." 11. Branch Manager The Gauhati Co-op. Urban Bank Ltd." 11. As regards the plea of prevention for one of the shareholders of the Bank to take part in the process of election to the Board of directors, learned counsel for the petitioners submitted that since the particular shareholder is a lecturer of Gauhati University, he was not entitled to participate in the proceeding in terms of Rule 8 of the Gauhati University Teachers Conduct Rules, 1975. The provisions of the said Rule are quoted below "8. A teacher of the University shall not be a member or any office bearer of any union association or organisation of persons, or employees other than that of teachers of the University except where the Executive Council otherwise directs : Provided that the rule shall not apply to a teachers to be a member or to hold office on being elected, nominated or selected to cultural, academic, literary, scientific or sports association or organisation recognized by the University." 13. Learned counsel for the petitioners relied on 2 decisions of this court as reported in (1984) 2 GLR 265 (Baladmari Gobindapur Machmara and Jalbowa Samabay Samity v. The State of Assam. and Ors.) and (1993) 2 GLR 170 (Sanjay Kumar Mahanta v. State of Assam & Ors.). 14. Mr. G. Uzir, learned counsel appearing for the Registrar, Cooperative Society on the other hand justified the impugned action and the order. Placing reliance on the records produced on behalf of the said respondent. Mr. Uzir submitted that the petitioner in WP(C) No. 7946/2003 being a defaulter could not have presided over the AGM held on 24.5.2003. Referring to the letter dated 9.5.2003 and the above quoted certificate of the same date, Mr. Uzir argued that none of two documents speak of due payment of loan before the AGM held or 24.5.2003. He placed reliance on Clause 27(5) of the Bye-laws of the bank in terms of which no member shall be eligible for election to the Board of director if he is a defaulter for a period of 3 months or over. The Clause further provides that a defaulter will cease to be the member of the Board of directors if he defaults on repaying the dues to the Bank even after election as a director. The Clause further provides that a defaulter will cease to be the member of the Board of directors if he defaults on repaying the dues to the Bank even after election as a director. As regards the notice containing the clause for production of the same for entry to the venue of the meeting, he submitted that such a clause in the notice was in complete violation of clause 19(iii) of the bye-laws which only provides for 15 clear days notice of the meeting specifying the date, place, hour and business thereof to be sent by post and the clause does not require carrying of the notice by members of the Bank to the venue of the meeting. He submitted that it being on record that many members were not allowed to enter on ground of no carrying the notice, vitiated the entire proceeding. As regards the ground of illegal prevention of one share-holder from participation in the process of election, he submitted the clause 27 of the bye-laws does not contemplate the kind of plea on the basis of which the shareholder, viz., Dr. K. barman a Professor of the Gauhati University was prevented from contesting the election. He submitted that the employment of Dr. K. Barman with the Gauhati University would not render him ineligible under clause 27 of the by laws. He finally submitted that the finding of fact arrived at by the Registrar, Cooperative Society should not be gone into and interfered with by the writ court in exercise of it power for judicial review. 5. Mr. A. M. Majumdar, learned counsel appearing for the respondent No. 5 while supporting the impugned action and the order submitted that the Board of directors headed by the writ petitioner committed various irregularities towards managing the affairs of the Bank. He submitted that the Annual General Meeting was fixed on 24.5.2003, but the notice was not sent in accordance with clause 9(iii) of the bye- laws as a consequence of which the members were not allowed to take part in the proceeding. As regards the report dated 26.5.2003 purportedly submitted by the Senior Inspector of the Cooperative Society certifying peaceful finalization of the election agenda, Mr. As regards the report dated 26.5.2003 purportedly submitted by the Senior Inspector of the Cooperative Society certifying peaceful finalization of the election agenda, Mr. Majumdar, learned counsel for the respondent No. 5 referred to Annexure-B to the affidavit-in-opposition filed by the respondent No. 5 to bring home his argument as to how he said Senior Inspector of Co-operative Societies was forced to submit the report. Contents of the said letter are quoted below : "To, The Asstt. Regr. of Coop. Societies, Guwahati Sub : Activities of Sri Gopal Das S/I in the A.G.M. of Coop. Urban Bank on 24.5.03. Sir, In inviting a reference to your endorsement dated 2.6.03 regarding the activities of Sri Gopal Das Ins. CS. I am to state that some shareholders including Sri Das played key role in all the agenda items of the AGM of the Bank held on 24.5.03. In this connection mention may be made that Shri Gopal Das, Sr. Ins. C.S. who was sitting on the dias with the management of the Bank raised the objection against Sri. K. K, Barman being the candidate of the Board who is a Prof, of Economics of Guwahati University. Sri Das specifically asked Sri Barman to produce N.O.C. from his employer in support of his candidate. Hence the part played by Sr. G. Das is without any authority. Though I objected it but he and other official of the Bank compelled us to cancel the nomination of Sri Barman. They also compelled me to report that the meeting was completed peacefully and Sri Gopal Das being a Senior colleague, I could not, but certify, that moreover we were prevented from functioning independently and freely by the official of the Bank including the G.M. of the Bank who was once my controlling officer while he was in Government service. This is also to inform you that in my entire service life I did not face under a situation. This is for favour of your information and necessary action. Yours faithfully Sd/-Illegible 2.6.03 (D.N.Kalita) Sr. Ins. C.S. Returning Officer." 16. Learned counsel for the petitioners have exclusively referred to some earlier events and proceedings before this court to buttress their argument that the entire action on the part of the respondents towards issuance of the impugned order is founded on mala fide and colourable exercise of power. Yours faithfully Sd/-Illegible 2.6.03 (D.N.Kalita) Sr. Ins. C.S. Returning Officer." 16. Learned counsel for the petitioners have exclusively referred to some earlier events and proceedings before this court to buttress their argument that the entire action on the part of the respondents towards issuance of the impugned order is founded on mala fide and colourable exercise of power. This aspect of the matter has been exhaustively referred to and dealt with by this court on the earlier writ proceedings referred to above. It is the direction of this court in the said proceedings in compliance of which the impugned order dated 17.9.2003 has been passed. The earlier judgment dated 13.8.2003 was primarily on the ground of violation of the principles of natural justice towards taking decision resulting refusal to grant approval to the minutes of the Annual General Meeting. While remanding back the matter to the authority, the court also observed that such remand of the matter should not be construed to be a direction to grant approval to the proceedings of the AGM. It is in this context opportunity of hearing was afforded to all concerned and the impugned decision was taken only thereafter. Although the learned counsel for the petitioners attributed mala fide and coluorable exercise of power on the part of the Registrar, Cooperative Societies, neither any materials have been placed nor any specific averments have been made attributing such conduct on the part of the Registrar. He has also not been arrayed as party respondent by name. Referring to the decision of this court in the case of S. K. Mahanta (supra) it was argued that election of a Managing Committee of a Co-operative Society in Annual General Meeting should normally be approved and that according approval to the proceeding should be taken as the rule and disapproval of the proceeding as an exception. Placing reliance on the said decision, it was argued that disapproval as in the instant case can only be under exception and compelling circumstances. Reliance has also been placed in the decision of Baladmarin case (supra) to highlight the jurisdiction and of the power of the Registrar of Co-operative Societies in such matter, more particularly towards dissolution of the Managing Committee of a Co- operative Society and appointing an ad hoc committee. 17. Reliance has also been placed in the decision of Baladmarin case (supra) to highlight the jurisdiction and of the power of the Registrar of Co-operative Societies in such matter, more particularly towards dissolution of the Managing Committee of a Co- operative Society and appointing an ad hoc committee. 17. I now proceed to examine the 3 grounds as reflected in the impugned order on the basis of which proceeding of the Annual General Meeting held on 24.5.2003 was disapproved. GROUND NO. 1 The Bank violated the provision of Section 19(iii) of the bye-laws of the society in the matter of issuance of the notice of AGM. 18. The Registrar in his impugned order dated 17.9.2003 has referred to the notice by which the shareholders were invited to the meeting. The notices contained the clause "it is mandatory for the members of a the Bank to carry this notice". Although in addition to such notice a paper publication was also made on 7.5.2003, furnishing the information of holding of the Annual General Meeting on 24.5.2003, it was provided in the said publication that the shareholders should collect their invitation letters from the General Manager of the Bank. Clause 19(iii) of the bye-laws which is quoted below does not provide for bringing the notice as an entry pass for the meeting. The Registrar found that the Management of the Bank could not deny the fact that some of the shareholders might have been prevented from attending the AGM on the ground of non-production of the notice. However, after recording in his finding that the circumstantial evidence showed that there was enough ground and reason for preventing some of the shareholders who did not carry the notice held that it was noteworthy that out of the total 3137 shareholders only 204 attended the AGM held on 24.5.2003 which was around 6% of the total membership. These 6% shareholders proceeded with the meeting representing the remaining 94% share holders. Although as per clause 21 of the bye- laws, l/5th of the total number of the members or 50 members whichever is less shall constitute a quorum same will have to be judged on the basis of the attending circumstances. 19. These 6% shareholders proceeded with the meeting representing the remaining 94% share holders. Although as per clause 21 of the bye- laws, l/5th of the total number of the members or 50 members whichever is less shall constitute a quorum same will have to be judged on the basis of the attending circumstances. 19. I have gone through the records produced by the learned counsel for the Registrar which inter alia contained the statement of share-holders to the effect that they were not allowed entry to the Meetings Hall on the date the meeting was held on the ground of not possessing the notice copy. There is also statement to the effect that several share-holders were returned back on the same ground. Thus it cannot be said that the finding arrived at by the Registrar is perverse or based on non-existent fact. There could not have been any occasion for the Bank to provide that one should bring the notice copy as a gate pass. It was the Annual General Meeting of the shareholders and all of them were eligible to participate in the same. If some of them were prevented from attending the meeting on the above ground, same struck at the very root of a democratic election. If the proceedings of such a meeting are disapproved, in my considered opinion no fault could be attributed towards the decision of the authorities for not granting the approval. For a free and fair election there should be all round participation without any fear and restraint. The Registrar of the Cooperative Societies upon evaluation of the evidence on record and upon recording such finding of fact has passed the impugned order. The writ court in exercise of its power of judicial review under Article 226 of the Constitution of India will not sit on appeal to re-appreciate the evidence and the findings recorded by the competent authority. GROUND NO. 2 The chairman who presided over the meeting was defaulter of the Bank on the date of the Annual General Meeting held on 24.5.2003. 20. The writ petitioners in WP(C) No. 7946/2003 obtained a loan from the Bank in the capacity of the chairman of the Board of directors. The loan amount was Rs. 1,33,775 and insufficient securities were furnished. Out of 4 LIC policies, surrender value of one of the policy stood at Rs. 20. The writ petitioners in WP(C) No. 7946/2003 obtained a loan from the Bank in the capacity of the chairman of the Board of directors. The loan amount was Rs. 1,33,775 and insufficient securities were furnished. Out of 4 LIC policies, surrender value of one of the policy stood at Rs. 6893.70 as on 14.7.2003, but its value was shown at Rs. 50,000. Thus a wrong information was furnished towards obtaining the loan. The total surrendered value of the 4 LIC policies was of Rs. 89,669 against the aforesaid loan amount for Rs. 1,33,775.70. The monthly instalment towards repayment of the loan was Rs. 7450, but he was depositing Rs. 4000 per month, Thus on the date of the meeting, he was in default for Rs. 36,850 which stood at more than 4 instalments. The registrar has noticed all these factors to arrive at his finding that on the date of the meeting and election the Chairman, i.e., the petitioner in WP(C) No. 7946/2003 was a defaulter by more than 4 instalments continuously. 21. As regards the alleged letter dated 9.5.2003 addressed to the Bank by the petitioner by which a request was made to adjust his outstanding loan amount with the security, the Registrar has observed that till holding of the meeting on 24.5.2003, the loan was not adjusted. It has also been recorded in the impugned order that the Bank could not prove reality of the said letter dated 9.5.2003. It has also been noticed that outstanding dues against the loan stood at Rs. 1,61,543 as on 5.5.2003 and that even if the said application dated 9.5.2003 was infect issued, there was not enough securities to cover the loan amount. Most important aspect of the matter is that the petitioner was a defaulter on the date of the meeting and the election. On verification of the records, the Registrar has also recorded the finding that the certificate allegedly issued on 9.5.2003 could not be established. 22. The records produced by Mr. Uzir, clearly depict that the petitioner in WP(C) No. 7946 was a defaulter. In this connection the letter dated 18.7.2003 issued by the Reserve Bank of India and addressed to the Registrar of Co-operative Society enclosing therewith the analysis of the account of the Bank is worth mentioning. 22. The records produced by Mr. Uzir, clearly depict that the petitioner in WP(C) No. 7946 was a defaulter. In this connection the letter dated 18.7.2003 issued by the Reserve Bank of India and addressed to the Registrar of Co-operative Society enclosing therewith the analysis of the account of the Bank is worth mentioning. Referring to the loan taken by the petitioner the Reserve Bank of India offered its comments "The account holder is the Chairman of the bank has taken loan for purchase of a car. The loan was scheduled to be repaid in 48 monthly instalments @ Rs. 7450.00 p.m. Till 31.3.2003, the borrower has not paid the due instalments properly. He has paid instalments @ Rs. 4000.00 p.m. Hence, the account has been classified as Sub-standard as on 31.3.2003. However, the loan has been repaid in full on 21.6.2003." The reserve Bank of India also made observation regarding the authenticity of security furnished by the petitioner towards obtaining the loan, Records further revealed poor performance of the Bank as against the plea of the petitioner that it was during his tenure the Bank has flourished. At one stage the Reserve Bank of India had even issued notice to the Bank as to why its licence to carry on banking should be cancelled. 23. Clause 27 of the bye-laws dealing with the subject "disqualification of members of the Board of directors has made provision that no individual members shall be eligible for election to the Board of directors if the condition laid down therein are not fulfilled. Sub-clause (5) of clause 27 clearly provides that the members should not be in default to the Bank for a period of 3 months or over. It also provides that a defaulter will cease to be a member of the Board of directors. In the instant case as has been noticed above, the petitioner was a defaulter by more than 4 months installments towards repayment of the loan on the basis of fixed monthly instalments on the date of holding of the Annual General Meeting. No argument or clarification or explanation as were advanced by the learned counsel appearing on his behalf can save the situation. This being the position, the meeting held under his chairmanship was illegal and void. Thus I do not find any infirmity in the findings recorded by the respondent on that score. GROUND NO. No argument or clarification or explanation as were advanced by the learned counsel appearing on his behalf can save the situation. This being the position, the meeting held under his chairmanship was illegal and void. Thus I do not find any infirmity in the findings recorded by the respondent on that score. GROUND NO. 3 One of the shareholders was illegally prevented from taking part in the process of election to the Board of directors of the Bank. 24. There is no dispute that the candidature of Dr. K. Barman, a Professor of Gauhati University was rejected and he was prevented from participation in the election on ground of non-production of No Objection Certificate (NOG). The particular provision in the bye-laws i.e. clause 27 does not visualize such kind of a situation. The admitted position is Dr. Barman is a shareholder and he is eligible to participate in the election subject to fulfilment of clause 27 of the bye-laws. Clause 27 of the bye-laws is quoted below : "27. Disqualifications of members of the Board of directors - No individual member shall be eligible for election to the Board of directors if: - (1) he/she under 18 yrs. of age ; (2) he/she is declared insolvent; (3) he/she is of unsound mind ; Proposed Amendment to General Meeting at 7.3.71 and approved by ARCS, Guwahati on 7.12.72 ; (5) He/she is in default to the Bank for a period of three months or over. A defaulter would cease to tae member of the Board of directors if he defaults in repaying the dues to the bank even after election as director; (6) He/she holds any office of profit under the Bank ; (7) Any near relation of his/her is employed in the Bank (the opinion of the Registrar as to whether the person is near relation or not shall be final); and (8) He/she ceases to hold any shares of the Bank." 25. There is nothing to indicate in the above clause that Dr. Barman being an employee of the Gauhati University was not entitled to contest the election. There is also no provision for producing NOC as was insisted upon. Holding of the election will have to be strictly in compliance of the provision of the bye-laws and cannot be on breach of the same. If the provision of clause 27 allowed to Dr. There is also no provision for producing NOC as was insisted upon. Holding of the election will have to be strictly in compliance of the provision of the bye-laws and cannot be on breach of the same. If the provision of clause 27 allowed to Dr. Barman to participate in the election, it was none of the business of the returning officer to insist for NOC. The minutes of the 34th Annual General Meeting held on 24.5.2003 revealed that Dr. Barman was an active participant in the proceeding and he questioned about the position of NPA as per balance sheet of the Bank. He also stressed on the recovery of NPA/over due of the Bank. He also submitted that the balance sheets and reports did not mention about the dividend and urged to declare dividends to the members of the Bank. Yet such a member was not allowed to participate in the election on ground of non-produced of NOC, although such a requirement is not contemplated under clause 27 of the bye-laws. Here is a case of an active member of the Bank, who could participate in the proceeding but riot in the election on the aforesaid ground. During the course of hearing before the Registrar pursuant to the aforesaid judgment and order of this court Dr. Barman clearly stated that he was the only candidate in whose case NOC was insisted upon. Dr. Barman was proposed as one of the directors. He deposed before the Registrar that gross injustice was done to him. He also made statement about the petitioner being a defaulter and as to how he presided over the General Body meeting. 26. Learned counsel for the petitioner tried to defend the action of the returning officer in inviting of the NOC in reference to Gauhati University Teacher's Conduct Rules, 1975. According to them under Rule 8 of the said Rules, Dr. Barman could not have participated in the election without the NOC and thus there was nothing wrong to insist upon the NOC. Rule 8 of the Rules provides with exception that a teacher of the University shall not be a member or any office bearer of any Union, Association or Organization of persons or employees other than that of teachers of University. Rule 8 of the Rules provides with exception that a teacher of the University shall not be a member or any office bearer of any Union, Association or Organization of persons or employees other than that of teachers of University. The proviso to the said Rules makes an exception by providing that the Rule shall not apply to a teacher to be a member or to hold office on being elected to cultural, academic, literary, scientific or sports association or organization recognized by the University. Rule 8 while debarring a teacher from being member or office bearer of any Union, Association etc. makes an exception to the Rule permitting a teacher to be a member or to hold office on being elected to association or organisation recognized by University. Admittedly Dr. Barman being a share holder of the bank was otherwise eligible to contest the election. Clause 27 of the bye-laws with which only the Bank was concerned also does not put a bar for the same. It is nobody's case that the NOC was sought for in reference to the said Rules of 1975. He was simply asked to produce NOC without assigning any reason and context not in reference to c the aforesaid Rules of 1975. Even assuming that Dr. Barman wanted to participate in the election which would have been in violative of the Conduct Rules of 1975, it was none of the business of the returning officer to stop him from doing so. Same would have been at the own risk of Dr. Barman. Moreover, this was not the ground of debarring Dr. Barman to participate in the election. Referring to the Rules of 1975 to justify the action of the returning officer and in not accepting the nomination of Dr. Barman on ground of non-production of the NOC was the innovation of the learned counsel for the petitioners to bring home their point that the impugned order finding fault with the rejection of nomination of Dr. Barman is not sustainable. There is nothing on record to show that such a course of action towards preventing Dr. Barman from participating in the election was in reference to the Teachers Conduct Rule of 1975. Innovation on the part of the learned counsel for the petitioner to justify the impugned action cannot fill up the gap which was wrong in its very inception. There is nothing on record to show that such a course of action towards preventing Dr. Barman from participating in the election was in reference to the Teachers Conduct Rule of 1975. Innovation on the part of the learned counsel for the petitioner to justify the impugned action cannot fill up the gap which was wrong in its very inception. Accordingly I am of the considered opinion that this ground in consideration of which the approval to the AGM was not accorded to is valid and legal. 27. Learned counsel for the petitioners referred to the aforesaid two decisions of this court. They pressed into service S. K. Mahanta's case (supra) to emphasize that minutes of the AGM ought to have been approved as a routine affair. In that case the court found that there was no irregularity so as to disapprove the minutes of the AGM while making an observation that according approval of the proceeding of the AGM should be taken as the Rule and the disapproval as an exception. The court also observed that AGM can be disapproved under compelling circumstances when the election is held with gross irregularity and in gross violative of the Rules and procedure. In the case of Baladmari (supra) a Division Bench of this court making a reference to Section 34 of the Assam Co-operative Societies Act, 1949 held that the provisions of Section 32(4) may attract where the AGM is held in violation or breach of the mandatory provision of the Act, Rule or bye-laws. It recognized that in such a situation the meeting could be said to be void ab initio as if, there is no meeting and accordingly Section 32(4) would be applicable. In the instant case, the Registrar by his impugned order has taken recourse to Section 32(4) of the Act of 1949 consequent upon disapproval of the proceedings of the AGM held on 24.5.2003. Consequently the one man ad hoc committee has been appointed to manage the affair and to perform the function of the Managing Committee of the Bank. In fact the one man ad hoc committee had showed notice for holding AGM which could not be held due to the on going proceeding. 28. Consequently the one man ad hoc committee has been appointed to manage the affair and to perform the function of the Managing Committee of the Bank. In fact the one man ad hoc committee had showed notice for holding AGM which could not be held due to the on going proceeding. 28. The Registrar of the Corporative Societies, Assam has passed the impugned order on the basis of the observation made by this court in its earlier judgment and order dated 13.8.2003 and after hearing all concerned and upon evaluation of the materials on record as noticed above. I do not find any infirmity on the finding recorded by him. The findings cannot be said to be perverse or based on no materials. On the face of the records, such finding are also not based on any mala fide or colourable exercise of power. Time and again the Apex Court has laid emphasis on the power and scope of judicial review on administrative or decision making process. It is a well known principle of administrative law that when relevant considerations have been taken note of and irrelevant aspect have been eschewed from consideration and that no relevant aspect has been ignored and the administrative decisions have nexus with the facts on record, the same cannot be attacked on merits. Needless to say that judicial review permissible only to the extent of finding whether the process in reaching decision has been observed correctly and not the decision as such. 29. In the case of Appropriate Authority v. Sudha Patit as reported in the Apex Court held that the High Court cannot exercise appellate power and enlarge its jurisdiction while examining the correctness of the conclusion arrived at by Tribunal. On the materials, if two views are possible even then it would not be possible for the High Court to substitute its conclusion for that of the Tribunal. The proceedings arising under Article 226 of the Constitution are in the nature of judicial review and such review could be only in respect of the process of decision and not decision itself. In the case on hand the Registrar of Co-operative Societies pursuant to the direction of this court gave hearing to all concerned, evaluated the materials on record and then passed the impugned order. In the case on hand the Registrar of Co-operative Societies pursuant to the direction of this court gave hearing to all concerned, evaluated the materials on record and then passed the impugned order. As already observed above I do not find any infirmity either in the decision making process or in the decision itself. 30. There is another aspect of the matter. By now almost one year has passed ever since the holding of the impugned AGM. The one man ad hoc committee which has been appointed who in fact had issued notice for holding of AGM which could not be materialized due to interim order passed by this Court. Thus even otherwise also it will be in the fitness of the things to hold the AGM afresh in accordance with Rules for the greater interest of the Bank. 31. For the foregoing reasons and discussions I do not find any merit in both the writ petitions and accordingly same are dismissed leaving the parties to bear heir own cost. The one man ad hoc committee shall now take appropriate action towards convening and holding the AGM as per Rules without any delay. 32. Writ petition stand dismissed. Petition dismissed