Pawan Dev Singh v. Registrar, Co-operative Societies
2011-12-13
Sanjay Gupta
body2011
DigiLaw.ai
1. This revision petition has been directed against the order of Registrar, Co-operative Societies, J&K, Jammu dated 3.10.2009 by virtue of which he has registered amendment proposed by Managing Committee of Respondent no. 2 by virtue of which, a share holder seeking the election of Director of Bank must have at least 500 shares on 31st March preceding the date of election. 2. Petitioner has stated in memo of revision petition that he is shareholder having Membership No. 26845 of respondent Bank. That Management Committee of Respondent Bank convened a Annual General Meeting at Akhnoor on 20.7.2009 to which an overwhelming majority of share holder protesting but still introduce three amendments in bye laws of Bank, one of which pertain to eligibility criteria for contesting the elections of Directorship. That amendment as mentioned above was registered by respondent no.1 on 3.10.2009. 3. Petitioner has challenged the said amendments on the ground that respondent no. 1 over looked section 22 of Co-operative Societies Act, 1989, which reflects that no member can have shares valuing more than Rs. 5000/-, but in the instant case the value of share required for contesting election for post of Director, by proposed amendment shall be Rs. 12500/-, as one share cost Rs. 25/-. That amendment shall militate against the express provision of section 22 of the Act. That respondent no. 1 also had issued show cause notice u/s 30 of Act to the Management of respondent no. 2 on 10.12.2009, seeking its supersession and one of the grounds in the show cause notice was about holding of Annual General Meeting at Akhnoor in which amendment was carried. 4. Heard both counsels at length and pursued record of registrar. While arguing the matter, counsel for petitioner has elaborated all grounds taken in revision, whereas respondent counsel has supported registration of proposed amendment. 5. I have given my thoughtful consideration to whole aspects of matter. 6. C.C. Bank has formulated Bye laws for management of its business. These bye laws provides objectives, sources for raising funds, share capitals, investment of surplus money of bank, member ship and procedures, general body and annual meetings, board of directors and their eligibility etc. Clause 10.2 of bye laws enshrines eligibility of candidate for election for the post of Director of Bank.
These bye laws provides objectives, sources for raising funds, share capitals, investment of surplus money of bank, member ship and procedures, general body and annual meetings, board of directors and their eligibility etc. Clause 10.2 of bye laws enshrines eligibility of candidate for election for the post of Director of Bank. Proposed amendment in bye laws of bank, which has been registered, reads as under:- Registration certificate In exercise of the powers vested in me under section 9 of the Jammu and Kashmir Cooperative Societies Act of 1989 read with Rule 6 of the Jammu and Kashmir Cooperative Societies Rules 2001, I, G.N. Sufi, Registrar, Cooperative Societies, J&K register the following amendments in the existing registered Bye-laws of the Citizens Cooperative Bank Ltd. Existing Proposed Share Capital: The total capital of the Bank shall not exceed an amount of Rs. 5.00 Crs. Comprising of 2000000 shares of the values of rupees twenty five each. Full value of each shares shall have to be paid with application. The authorized capital of the Bank shall not exceed an amount of Rs. 10.00 Crs. Comprising of 4000000 shares of the values of rupees twenty five each. Full value of each shares shall have to be paid with application. Notice for Holding of AGM In case of Annual General Meeting 15 days notice and in case of Special General Meeting 10 days notice signed by the Secretary specifying date, hour and place of the meeting and the Business to be transacted shall be sent under certificate of posting to each member as per his address in the membership register maintained by the Bank. A copy of the notice shall be displayed on the notice Board of Head Office and also Branches and may be got published in one of the Local papers etc. In case of Annual General Meeting 15 days notice and in case of Special General Body Meeting 10 days notice, specifying date, hour and place for the meeting and the Business to be transacted, shall be conveyed by way of SMS service on the available Mobile No. of the members. A copy of the notice along with Agenda signed by the Secretary shall be displayed on the notice Board of Head Office and also Branches and shall be got published in two of the local papers i.e. Hindi and English.
A copy of the notice along with Agenda signed by the Secretary shall be displayed on the notice Board of Head Office and also Branches and shall be got published in two of the local papers i.e. Hindi and English. Eligibility for Directorship: To be elected as Director following shall be the conditions for the members seeking elections as a Director. 10.2.1. He should be a Share- holder of the Bank as on 31st March preceding to the date of Election and should beholding at least 200 shares as on the date of filling of nominations. To be elected as Director following shall be the conditions for the members seeking elections as a Director. 10.2.1. He should be a Share Holder of the Bank as on 31st March preceding to the date of election and should be holding at least 500 shares. 7. Only grievance of petitioner is that while registering the said amendments in bye laws, from holding of share from 200 to 500 for the election for the post of Director of bank, respondent no. 1 over looked section 22 of Co-operative Society Act, which reflects that no member can have shares valuing more than Rs. 5000/- but in the instant case, the value of share required for contesting election by proposed amendment shall be Rs. 12500/- as one share cost Rs. 25/-. This amendment shall militate against the express provision of section 22 of the Act. Section 22 of Act reads as under:- 22. Restrictions on holding of shares. In case any Cooperative Society no member other than the Government or any other Cooperative Society shall- (a) hold more than such portion of the total share capital of the Society not exceeding one-fifty thereof as may be prescribed; or (b) Have or claim any interest in the shares of the Society exceeding one thousand rupees; Provided that where the Society is a financing bank, a member may have or claim an interest in the shares of the Society not exceeding five thousand rupees: Provided further that the Government may, by notification in the Government Gazette, specify in respect of any class of Cooperative Societies a higher maximum than one-fifty of the share capital or a higher amount than five thousand rupees, as the case. 8. A plain reading of this section, it is apparent that, this section speaks about of interest in share and not shares itself.
8. A plain reading of this section, it is apparent that, this section speaks about of interest in share and not shares itself. Share means subscription of member towards capital, whereas interest in share means dividend/bonus on share. 9. Further this amendment has to be read along with amendment in share capitals of Bank also. As is evident from amendment, share capitals has also been doubled i.e. from 5 crores to 10 crores. Amendment under challenge, relates to qualification for election of Director of Bank only and not to general capacity of ordinary member for holding shares. 10. Petitioner has failed to satisfy court, as to how he has been prejudiced or aggrieved by way of amendment, when he is holding only 3-4 shares. Amendment means change made to pending law or bye laws. Generally amendment are made to carry out purpose of a act or law due to, change in circumstances or need of prevailing situation. In present case only money figure has been enhanced for eligibility of a member to contest election for the post of director of bank., it is prerogative of managing committee to see, what amendments are necessary for smooth functioning and for proper management of bank. A member has no absolute authority to challenge it. 11. Section 9 of Act read with rule 6, empowers the Registrar to register amendment if amendment is not contrary to provision of Act or does not conflict with co-operative society principle or satisfy requirement of sound business or promote the economic interest of society or is not inconsistent with principle of social justice. 12. In the present case petitioner has failed to point any violation of above said conditions committed by court below, while registering the amendment. 13. In view of what has been discussed, the order impugned does not suffer from any legal infirmities. This revision accordingly is dismissed. Record of court below is sent back along with order.