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2010 DIGILAW 598 (GAU)

A. O. D. Oil Co-Operative Society Ltd. and Ors. v. State of Assam and Ors.

2010-08-16

AMITAVA ROY

body2010
1. The principal challenge is directed against the order dated 3.6.2010 passed by the Registrar of Co-operative Societies, Assam, disapproving the proceedings of the annual general meeting CAGM') of the petitioner society held on 2.5.2010 at Digboi. According to the petitioners, the meeting was validly held on that date in terms of the orders dated 7.4.2010 and 28.4.2010 rendered by this court in WP(C) No.3854/2009 and WP(C) No.2486/2010 respectively. The petitioners, as a consequence to the aforementioned assailment has also sought annulment of the letters dated 7.6.2010 of the Senior Inspector/Auditor of Co-operative Societies, Tinsukia, assuming charge as the Executive Officer of the petitioner society. 2. I have heard Mr. T.C. Khetri, senior advocate for the petitioner, Mr. U. Gogoi, learned State Counsel for respondent No. 3 and Mr. G.N. Sahewalla, senior advocate assisted by Mr. D. Senapati, advocate for the respondent No. 4. 3. The backdrop of facts has to be outlined in brief to appropriately comprehend the rival submissions. The petitioner society is one registered under the Assam Co-operative Societies Act, 1949 ('the Act') having its registered office in Digboi constituents whereof are the persons employed in the Assam Oil Division (AOD), Indian Oil Corporation (Assam Oil Division) and Oil Limited Ltd. Sans unnecessary details, suffice it to mention for the purpose of the present adjudication that the said society then represented by its General Secretary, Shri Naba Krishna Chetia, the present respondent No. 4 had approached this court with WP(C) No.3854/2009 challenging the order dated 5(7X9.2009 of the Joint Registrar of Co-operative Societies, Assam, suspending the functioning of the petitioner society and appointing the Senior Inspector of Co-operative Societies, Tinsukia, as one man committee to manage its affairs and hold its election/AGM within a period of 90 days therefrom. The petitioner No. 2 herein amongst others was impleaded as respondent No. 7 therein. 4. This Court by order dated 7.4.2010 directed the petitioner as well as the respondent No(s). 2, 4 and 6 therein namely the Registrar of Co­operative Societies, Assam, District Deputy Registrar of Co-operative Societies, Dibrugarh, and the Assistant Registrar of Co-operative Societies, Dibrugarh, to hold the AGM of the Society on 2.5.2010 and entrusted to them the responsibility of smoothly conducting the proceedings thereof on the said date. The petitioner was required to issue notice forthwith and to update the voters list. The petitioner was required to issue notice forthwith and to update the voters list. The Registrar of Co-operative Societies, Assam, was directed to depute a competent departmental Official to be present at the time of the AGM of the Society. The proceedings of the AGM were also ordered to be forwarded to the appropriate authority for necessary approval. 5. The present petitioners have asserted that pursuant to the said order, notice of the said meeting was issued by the present petitioner No. 2 herein as the President of the petitioner society notifying the AGM to be held on 2.5.2010 at Assam Oil Division Golden Jubilee Complex, Digboi, at 1 p.m. The meeting was duly held on that date strictly in terms of the directions contained in the order dated 7.4.2010 passed in WP(C) No. 3854/2009. By the impugned order, however, the Registrar of Co-operative Societies, Assam, disapproved the proceedings thereof and declared the same to be null and void and dissolving the existing Managing Committee of the Society appointed Shri Imdad Ali, Sr. Inspector of Co-operative Societies, Tinsukia, as the Executive Officer to manage its affairs and to hold the AGM/Election of the Society within 60 days from the said order. 6. The respondent No. 7, Assistant Registrar of Co-operative Societies, Tinsukia, in his affidavit has admitted that the present petitioner No. 2 and 3 had been elected in the AGM/Election held on 2.5.2010 but has abstained from offering any comment on the challenge made to the order dated 3.6.2010 of the Registrar of Co-operative Societies, Assam, disapproving the proceedings thereof. 7. The respondent No. 4 in his affidavit through Shri Achintya Kumar Saikia authorised by him, in substance has pleaded that this court by order dated 7.4.2010 passed in WP(C) No.3854/2009 having authorised him as the General Secretary in Office, the Registrar of Co-operative Societies, Assam, District Deputy Registrar of Co-operative Societies, Dibrugarh, and the Assistant Registrar of Co-operative Societies, Dibrugarh, to notify about the AGM and to conduct the proceedings thereof he issued the notice thereafter on 10.4.2010. The necessary steps in furtherance thereof were also taken by him as the General Secretary and Convenor of the Election Sub-committee. The necessary steps in furtherance thereof were also taken by him as the General Secretary and Convenor of the Election Sub-committee. The Registrar of Co-operative Societies, Assam, as well by his letter dated 22.4.2010 required the Zonal Joint Registrar of Co-operative Societies, Jorhat, to I remain present in the AGM/Election of the Society so stated to be held 1 on 2.5.2010 as an observer and to submit a report in connection | therewith. 8. While the matter rested at that, four shareholders of the Society approached this court with WP(C) No.2486/2010 in which the General Secretary of the Society (respondent No. 4 herein) was impleaded as respondent No. 6. The writ petitioners complained that two notices had been issued, one by the Chairman of the Society and the other by the General Secretary thereof fixing the venue of the meeting to be held on 2.5.2010 at Digboi and Duliajan respectively and sought for a clarification so as to avoid confusion amongst the shareholders. This Court, by order dated 28.4.2010, directed the AGM to be held as scheduled on 2.5.2010 at 1 p.m. at Digboi, i.e., AOD Oil Co-operative Golden Jubilee Complex (Prakash Griha), Digboi. The respondent No. 4 has asseverated that though following such order, the petitioner No. 2 as the Chairman of the Society published a notice in a local daily on 28.4.2010 reiterating that the meeting would be held on 2.5.2010 at Digboi instead of Duliajan, majority of the shareholders were ignorant thereof and instead assembled at Duliajan on the said date. According to the respondent No. 4, not only in terms of the order dated 7.4.2010 passed in WP(C) No. 3854/2009, the petitioner No. 2 could not have issued the notice of the meeting, he having been meanwhile suspended from his said office by a resolution dated 22.8.2009 of the Society to that effect, it was even otherwise impermissible for him to do so. This per se, according to the answering respondent, had vitiated the very initiation of the process for the AGM by him, consequentially rendering the proceedings thereof to be non est. According to this respondent, out I of the total enrolment of 6827 shareholders, 5866 were present for the meeting at Duliajan and only the rest minimal strayed to Digboi. This per se, according to the answering respondent, had vitiated the very initiation of the process for the AGM by him, consequentially rendering the proceedings thereof to be non est. According to this respondent, out I of the total enrolment of 6827 shareholders, 5866 were present for the meeting at Duliajan and only the rest minimal strayed to Digboi. According to this respondent, a fresh AGM has since been held on 1.8.2010 and the proceedings thereof have been approved by the concerned State authority. 9. Mr. Khetri, has argued that the Registrar of Co-operative Societies, Assam by disapproving the proceedings of the AGM held on 2.5.2010 has acted beyond the contours of his powers available under the Act, the Rules framed thereunder and the bye-laws of the petitioners' Society and thus the impugned order is non-est in law. Referring to section 32 of the Act, rules 24 and 26 of the Rules and Bye-law 33 in particular, the learned senior counsel has urged that as would be apparent from the impugned order that the meeting was duly held in terms of the orders of this court and was attended by the shareholders constituting the prescribed quorum, the Registrar of Co-operative Societies, Assam was obviously in error in disapproving the proceedings thereof. As the said authority in passing the impugned order has acted evidently against the letter and spirit of the relevant provisions of the Act, Rules and the Bye-laws, the same is liable to be adjudged null and void, he urged. He has submitted that as a consequence the proceedings of the AGM held on 1.8.2010, therefore, is also liable to be declared non-est. 10. Mr. Gogoi, learned State Counsel, however has refrained from offering his submission on the challenge. Mr. Sahewalla, as against this has argued that this court by order dated 7.4.2010 passed in WP(C) No. 3854/2009 having permitted the Society with the petitioner therein as its General Secretary along with the Registrar of Co-operative Societies, Assam, District Deputy Registrar of Co-operative Societies, Dibrugarh and the Assistant Registrar of Co-operative Societies, Dibrugarh to convene and conduct the AGM of the Society on 2.5.2010, the notice issued by the present petitioner No. 2 for the said purpose was wholly unauthorised and, therefore, the impugned order is perfectly valid. As the present petitioner No. 2 at the relevant point of time was also under suspension, he could not have by any means issued the notice in the capacity of the purported Chairman of the Society, he contended. Mr. Sahewalla, has further argued that meanwhile a fresh AGM of the Society has been held on 1.8.2010 and the proceedings thereof had been duly approved by the Registrar of Co-operative Societies, Assam following which the newly elected Managing Committee is already in office. The learned Senior counsel submitted that though the present respondent No. 4 as the General Secretary of the petitioners' Society had duly issued the notice of the meeting on 10.4.2010 to be held at Duliajan, no permission was granted by the concerned State authority to conduct the same as the meeting at Digboi had been allowed to be held on the same date. In doing so, the said State authority overlooked the fact that the AGM summoned by the present petitioner No. 2 was not only without any authority, in law, but also was in contravention of the directions contained in the order dated 7.4.2010 passed in WP(C) No. 3854/2009. 11. Mr. Sahewalla has insisted that the proceedings of the purported AGM held at Digboi on 2.5.2010 do not demonstrate the participation of the majority of the shareholders for apparent contrivances of the present petitioner No. 2 to suit his interest and, therefore, the impugned order is unassailable. He reiterated that out of 6827 shareholders, 5866 had converged at Duliajan in response to the notice issued by the respondent No. 4 in terms of the order of this court. The order dated 28.4.2010 of this court passed in WP(C) No. 2486/2010 as urged by Mr. Sahewalla had been obtained ex parte against the respondent No. 4. 12. The pleadings available on record and the arguments advanced have received the cautious attention of this court. The order dated 28.4.2010 of this court passed in WP(C) No. 2486/2010 as urged by Mr. Sahewalla had been obtained ex parte against the respondent No. 4. 12. The pleadings available on record and the arguments advanced have received the cautious attention of this court. The operative portion of the order dated 7.4.2010 referred to hereinabove has a determinative bearing on the adjudication and is thus extracted hereinbelow: "Considering the rival submissions made by the learned counsel for the parties as well as the necessary facts as disclosed from the pleadings and submissions of the learned counsel I am of the considered view that the ensuing general meeting of the society should be held as early as possible so that the management of the society is taken over by a newly elected body. Accordingly, it is directed to hold the annual general meeting of the society on 2.5.2010. It shall be the responsibility of the petitioner as well as the respondent Nos. 2,4 and 6 for smooth running of the AGM of the society on the aforesaid date. For that purpose notice be issued by the petitioner forthwith and the voter list of the society would be updated at least 12 days prior to the meeting. Interested members of the society would be entitled to inspect the said voter list and the respondent Nos. 3 and 6 would see that the over list is duly prepared in accordance with the bye-law, and is duly updated. The Registrar of Co-operative Society, would depute the competent departmental official to be present at the time of the AGM of the society which is fixed on 2.5.2010." 13. It is obvious from hereinabove that the writ petitioner as well as Respondent Nos. 2,4 and 6 therein were entrusted with the responsibility to convene and administer the proceedings of the AGM of the Society on 2.5.2010. The petitioners' Society represented by respondent No. 4 as the General Secretary was ordered to issue notice of the said meeting and update the voters list for the said purpose. The Registrar of Co­operative Societies, Assam was directed to depute a competent departmental official to be present at the AGM on the next date fixed. The petitioners' Society represented by respondent No. 4 as the General Secretary was ordered to issue notice of the said meeting and update the voters list for the said purpose. The Registrar of Co­operative Societies, Assam was directed to depute a competent departmental official to be present at the AGM on the next date fixed. The pleadings reveal that whereas, pursuant to the said order, the present petitioner No. 2 as the President of the Society issued a notice for the AGM on the aforementioned date to be held on 1 p.m. in, AOD Golden Jubilee Complex, Digboi, the present respondent No. 4 herein too did so as the General Secretary of the Society on 16.4.2010 mentioning the venue to be the Duliajan Club Auditorium. The notice, inter alia referred to the order dated 7.4.2010 of this court and the date and time of the meeting to be 2.5.2010 and 1 p.m., respectively. 14. It is a matter of record that by resolution dated 22.8.2009 of the then Managing Committee of the Society, the present petitioner No. 2 had been placed under suspension pending enquiry into certain activities of his construed to be detrimental to the interest and goodwill of the petitioners' Society as well as consequential financial toss. When confronted with this, Mr. Khetri though had questioned the power of the Managing Committee to place the petitioner under suspension, he as such has not disputed the said fact. On the face of the record, therefore, on the date of which the present petitioner No. 2 had issued the notice of the AGM, he was not holding the office of the AGM of the petitioners' Society. This is of considerable significance in the face of the unambiguous direction of this court requiring the petitioners' Society represented by its General Secretary (respondent No. 4) to convene the AGM on 2.5.2010. The order dated 28.4.2010 of this court rendered in WP(C) No. 2846/2010 does not either detract from this direction nor is in supersesssion thereof. Vividly, therefore, this court intended that the AGM of the Society ought to be convened by its General Secretary, the respondent No. 4 herein to be administered in conjunction with the other State authorities [respondent Nos. 2, 4 and 6 in WP(C) No. 38547 2009]. Vividly, therefore, this court intended that the AGM of the Society ought to be convened by its General Secretary, the respondent No. 4 herein to be administered in conjunction with the other State authorities [respondent Nos. 2, 4 and 6 in WP(C) No. 38547 2009]. The above, notwithstanding the present respondent No. 4 in the capacity of the General Secretary of the Society was declined permission to hold the AGM as notified by him by order dated 1.5.2010 of the SDO (Civil) and SDM, Margharita on the ground that the present petitioners had already been granted the same. Whereas, therefore, the AGM convened by the petitioner No. 2 was held on 2.5.2010 at Digboi, the one called by the respondent No. 4 did not materialise for want of permission. The disclosures as hereinabove from the contemporaneous records impel this court to conclude that the AGM summoned by the petitioner No. 2 as the Chairman of the Society was not only unauthorised he being under suspension then but was also impermissible in terms of the order dated 7.4.2010 of this court. 15. The impugned order discloses the central ground for disapproval of the proceedings of the said meeting to be the non-attendance of the majority of the shareholders. The reasons therefor are clearly borne out by the aforenarrated sequence of events. The Society being a Co­operative entity having regard to the objective of the AGM and the election of the office bearers of its Managing Committee participation of the overwhelming majority of its shareholders is an irrefutable index of the credibility and the sanctity of such exercise. Mere formal conformance with the prescription of quorum does not in the present fact situation outweigh the consequences of the contravention of the precise and unambiguous directions of this court indicating the manner of convention and conduct of the AGM. The impugned order though does not dilate on this aspect of the divagation and the impact thereof on the proceedings of the AGM held on 2.5.2010, these facts apparent on the face of the records can neither be disregarded nor overlooked,, more particularly, as the process is claimed to have been undertaken as directed by this court. The impugned order in this factual premise thus cannot be faulted with. The challenge thereto therefor fails. 16. Though, in the interim application registered as Misc. The impugned order in this factual premise thus cannot be faulted with. The challenge thereto therefor fails. 16. Though, in the interim application registered as Misc. Case No. 2495/2010, the petitioner had admitted that the AGM of the Society had been held again on 1.8.2010, no challenge to the proceedings on merit has however been made. Instead, prayer for maintaining status-quo ante with regard to the management of the Society as on 3.6.2010 has been prayed for. 17. In view of the determination made by this court, qua the challenge to the order dated 3.6.2010 of the Registrar of Co-operative Societies, Assam vis-a-vis the proceedings of the AGM held on 2.5.2010, the prayer as made by the petitioners-Society as above is declined. In the result the writ petition as well as Misc. Case No. 2495/2010 are rejected. No costs.