Bhalbhim T. Malwankar v. State of Goa, Through Chief Secretary
2017-05-02
M.S.SONAK
body2017
DigiLaw.ai
JUDGMENT : M.S. Sonak, J. Heard Mr. Valmiki Menezes for the petitioner, Mr. Deep Shirodkar, Additional Government Advocate for respondent Nos. 1, 2 and 3 and Mr. Arjun Naik for respondent Nos. 4, 5 and 6. 2. Rule. With the consent of and at the request of the learned Counsel for the parties, rule is made returnable forthwith. 3. The petitioner challenges the judgment and order dated 14/03/2017 made by the Co-operative Tribunal, Goa, dismissing the petitioner's appeal against order/notice dated 24/08/2016, issued by Assistant Registrar of Co-operative Societies (Respondent No. 3); resolutions adopted at the special meeting dated 02/09/2016, in which a No Confidence Motion was passed against the petitioner; and resolution/declaration dated 19/09/2016, by which respondent No. 6 came to be appointed as the Chairman of Chapora Boat Owners Fisheries Co-operative Society (Society). 4. The circumstances, leading to Co-operative Tribunal making its impugned judgment and order dated 14/03/2017, have been set out in the impugned judgment and order itself. A brief reference, in order to appreciate the context of the challenge, however, may not be out of place. 5. The Chapora Boat Owners Fisheries Co-operative Society Ltd is a society incorporated and registered under the Goa Co-operative Societies Act, 2001 (said Act). The Board of the society comprises of 5 directors. The petitioner was elected as the Chairman of the Board and respondent No. 5 as the Vice-Chairman. The petitioner and respondent Nos. 4 and 6 were the elected directors. Sushant P. Narvekar and respondent No. 5 were the co-opted directors. Sushant has since resigned and, therefore, as on the date when the disputes arose i.e. on 19/05/2016, the Board of the society comprised only four directors. 6. Upon requisition by respondent Nos. 4, 5 and 6, the respondent No. 3, in exercise of powers conferred upon him by Section 59A of the said Act, convened a special meeting on 19/05/2016 to consider a motion of No Confidence against the petitioner. On the said date, however, the No Confidence Motion could not proceed on account of the erroneous interpretation of the decision of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary v. Gujarath Co-operative Milk Federation Ltd; (2015) 8 SCC 1 , that such motion could not be moved within a period of two years of the Chairman assuming office. 7. On 19/05/2016, the respondent Nos.
7. On 19/05/2016, the respondent Nos. 4, 5 and 6 protesting against the countermanding of the no Confidence Motion, purported to tender their resignations by addressing the same to the petitioner, who was the Chairman of the Board. It does not appear that the petitioner took any action upon such resignations dated 19/05/2016 until 31/05/2016, by which time, the respondent Nos. 4, 5 and 6, by their letters dated 26/05/2016, have purported to withdraw the resignations. 8. On 25/05/2016, respondent Nos. 4, 5 and 6 wrote to the Registrar of Co-operative Societies informing him that they have submitted their resignations to the Chairman on 19/05/2016, but till date, the Chairman has neither accepted the same nor has taken any further action in the matter. On the next day i.e. 26/05/2016, however, respondent Nos. 4, 5 and 6 addressed yet another letter to the Registrar informing him that they wish the acceptance of their resignation be deferred and requested for return of the resignation letters. Notwithstanding the phraseology employed by respondent Nos. 4, 5 and 6 in their letter dated 26/05/2016, there is no serious dispute that the letter dated 26/05/2016 is required to be construed as a request for withdrawal of the resignations submitted by respondent Nos. 4, 5 and 6 on 19/05/2016. 9. The petitioner, by a letter dated 31/05/2016, informed respondent Nos. 4, 5 and 6 that their resignations dated 19/05/2016 have already been accepted and therefore, they cease to be the directors of the society. This letter states that the necessary communication has already been addressed to the Assistant Registrar of Co-operative Societies. 10. The petitioner, by letter dated 01/06/2016, which was received in the office of the Assistant Registrar of the Co-operative Societies on 02/06/2016, informed the Assistant Registrar that respondent Nos. 4, 5 and 6 have since resigned as directors and resignations were accepted. In this letter, the petitioner requested the Assistant Registrar for leave to co-opt members to the four vacant positions on the board or in the alternative to initiate the election process. It is the case of respondent Nos. 4, 5 and 6 that by 31/05/2016, the said respondents had already withdrawn their resignations dated 19/05/2016 and the petitioner was, therefore, not at all justified in addressing the letters dated 31/05/2016 to respondent Nos. 4, 5 and 6 and the letter dated 01/06/2016 to the Assistant Registrar of the Co-operative Societies.
It is the case of respondent Nos. 4, 5 and 6 that by 31/05/2016, the said respondents had already withdrawn their resignations dated 19/05/2016 and the petitioner was, therefore, not at all justified in addressing the letters dated 31/05/2016 to respondent Nos. 4, 5 and 6 and the letter dated 01/06/2016 to the Assistant Registrar of the Co-operative Societies. The respondent Nos. 4, 5 and 6 dispute that their resignations were ever accepted since such acceptance has to be by the Board and not merely the Chairman. They dispute even the acceptance of their resignations by the Chairman at any stage prior to communication dated 31/05/2016. 11. This Court in W.P. Nos.533 and 536 of 2016, decided on 20/06/2016, ruled that there was nothing in the decision of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra), which barred the passage of Motion of No Confidence within a period of two years from the Chairman assuming the office. Relying upon this decision, the respondent Nos. 4, 5 and 6 addressed representation to respondent No. 3 to reconvene special meeting to consider passage of No Confidence Motion against the petitioner. The respondent No. 3, then, issued notice dated 24/08/2016 convening a special meeting on 02/09/2016 to consider the motion of No Confidence against the petitioner. In pursuance of the same, a motion of No Confidence was in fact passed on 02/09/2016, removing the petitioner as Chairman of the society. 12. The petitioner instituted a petition before this Court, questioning inter alia, the notice dated 24/08/2016 and the resolution adopted in the special meeting on 02/09/2016. The petition was, however, disposed of with liberty to the petitioner to avail alternate remedy of appeal before the Co-operative Tribunal. The petitioner, accordingly, instituted Co-operative Appeal No.30/2016 before the Co-operative Tribunal, which has since been dismissed by the impugned judgment and order dated 14/03/2017. Hence, the present petition. 13. Mr. Menezes submits that the Tribunal has erred greatly in interpreting the provisions of Sections 59 and 67 of the said Act. He submits that in the present case, as on 19/5/2016, the Board comprised of 2 office bearers i.e. the petitioner (Chairman) and respondent No. 5 (Vice-Chairman) and two members. He submits that in so far as the members i.e. respondent Nos.
He submits that in the present case, as on 19/5/2016, the Board comprised of 2 office bearers i.e. the petitioner (Chairman) and respondent No. 5 (Vice-Chairman) and two members. He submits that in so far as the members i.e. respondent Nos. 4 and 6 are concerned, the moment they tender their resignations by writing under their hand addressed to the Chairman, they cease to be the members of the Board of Directors in terms of Section 67(4) of the said Act. He submits that there is no formal requirement of any acceptance of such resignations. In any case, he submits that the resignations were accepted by the petitioner (Chairman) as also, the board in the meeting held on 19/05/2016. Mr. Menezes submits that from the letter dated 25/05/2016 addressed by respondent Nos. 4, 5 and 6 to the Registrar, it is very clear that the said respondents had resigned on 19/05/2016. In such circumstances, Mr. Menezes submits that there was no question of any withdrawal of such resignations on 26/05/2016. Mr. Menezes submits that in as much as the Co-operative Tribunal has not appreciated this aspect, there is a jurisdictional error or in any case, manifest error on the face of the record, which is required to be corrected in the exercise of writ jurisdiction. 14. Mr. Menezes further submits that in so far as respondent No. 5 (Vice-Chairman) is concerned, it is possible to read some requirement of acceptance of resignation, since respondent No. 5 was an office bearer of the Board of Directors. Mr. Menezes, however, submits that factually, even the resignation of respondent No. 5 was duly accepted by the Board on 19/05/2016. Mr. Menezes, therefore, submits that post 19/05/2016, respondent Nos. 4, 5 and 6 cease to be members of the Board of Directors. At their behest, the Assistant Registrar of Cooperative Societies had no jurisdiction to issue notice dated 24/08/2016, convening special meeting on 02/09/2016 to consider the motion of No Confidence against the petitioner. In any case, respondent Nos. 4, 5 and 6, certainly had no right or authority to participate in the special meeting convened on 02/09/2016 and to vote out the petitioner for want of confidence. Mr.
In any case, respondent Nos. 4, 5 and 6, certainly had no right or authority to participate in the special meeting convened on 02/09/2016 and to vote out the petitioner for want of confidence. Mr. Menezes submits that since this aspect has not been properly considered or appreciated by both respondent No. 3 as well as Co-operative Tribunal, the action of respondent No. 3 and the impugned judgment and order made by the Co-operative Tribunal, warrant interference. 15. Mr. Menezes submits that the resignations of members of Board and resignations of office bearers of the Board have been treated distinctly by the legislature in enacting Section 67(4) of the said Act. Mr. Menezes submits that the members of the Board may resign their office by writing under their hand to the Chairman. There is no question of any acceptance of such resignations even contemplated by Sections 65 or 67(4) of the said Act. Mr. Menezes points out that in terms of bye-law No. 37 of the society, such resignation once tendered, is deemed to have been accepted. Mr. Menezes submits that the Tribunal has misinterpreted the provisions contained in Section 67 of the said Act and the impugned judgment and order is, therefore, liable to the set aside. 16. Mr. Deep Shirodkar, the learned Additional Government Advocate for respondent Nos. 1, 2 and 3 submits that Section 67(4) of the said Act contemplates the consideration and acceptance of a resignation, whether tendered by a member or an office bearer, by the Board of Directors. He submits that in case of members and the office bearers other than the Chairman, the resignation is required to be addressed to the Chairman. In case of Chairman, the resignation is required to be addressed to the Chief Executive Officer. However, the resignations, whether of members or office bearers including the Chairman, have to be placed in the meeting of Board of Directors for consideration and acceptance. Further, Mr. Shirodkar submits that in the event where the resignations are from majority of the members of Board, including the Chairman or otherwise, such resignations have to be handed over to the Chief Executive Officer, who, in turn, has to forward the same to the Registrar. Thereafter, it is for the Registrar to assess the situation and decide the course of action in accordance with the provisions of the said Act. Mr.
Thereafter, it is for the Registrar to assess the situation and decide the course of action in accordance with the provisions of the said Act. Mr. Shirodkar submits that the provisions have been correctly construed by the Co-operative Tribunal and there is really no warrant for interference with the impugned judgment and order. 17. Mr. Shirodkar submits that in this case, even factually, there is no material on record to establish that the resignations tendered by respondent Nos. 4, 5 and 6 were ever placed before the Board Directors for consideration and acceptance on any date. Mr. Shirodkar submits that there is not even any material to establish that the petitioner (Chairman), who, in any case, was not at all authorised, has factually accepted the resignations of respondent Nos. 4, 5 and 6 prior to their withdrawal on 26/05/2016. In such circumstances, Mr. Shirodkar submits that the Assistant Registrar was right in issuing notice dated 24/08/2016 and convening the special meeting on 02/09/2016 to consider the motion of No Confidence against the petitioner. Mr. Shirodkar submits that the action of respondent No. 3 was entirely consistent with the legal provisions and in furtherance of democratic principles, which must inform the functioning of Board of Directors of a Society. Mr. Shirodkar, therefore, submits that this petition may be dismissed. 18. Mr. Arjun Naik, the learned Counsel for respondent Nos. 4, 5 and 6, whilst adopting the submissions made by Mr. Shirodkar, pointed out that the petitioner, having lost confidence of three out of four members, which constitutes the Board of Directors, has already been voted out as a Chairman of the society at the special meeting held on 02/09/2016. Thereafter, in his place a new Chairman has already been elected and has taken charge. Mr. Naik submits that the petitioner is taking advantage of and has been a beneficiary of completely erroneous interpretation of the judgment of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra), as otherwise on 19/05/2016 itself, the petitioner would have stood voted out of power. 19. Mr. Naik submits that the petitioner has approached the Courts with unclean hands and wishes to regain office of Chairman, even though the remaining three members, which comprise the Board of Directors, have lost confidence in his functioning. He points out that the petitioner purported to accept the resignations of respondent Nos.
19. Mr. Naik submits that the petitioner has approached the Courts with unclean hands and wishes to regain office of Chairman, even though the remaining three members, which comprise the Board of Directors, have lost confidence in his functioning. He points out that the petitioner purported to accept the resignations of respondent Nos. 4, 5 and 6 even though the petitioner was not the authority competent to accept such resignations and even after such resignations had been factually withdrawn by respondent Nos. 4, 5 and 6. The petitioner, by his letter dated 31/05/2016, falsely stated that he has already communicated the acceptance of resignations to the Assistant Registrar. In fact the so called communication as regards acceptance, (when in fact there was no acceptance), was addressed by the petitioner to the Assistant Registrar only on 01/06/2016 and the same was received in the office of the Assistant Registrar only on 02/06/2016. Mr. Naik submits that the petitioner is dis entitled to any equitable relief under Articles 226 and 227 of the Constitution of India for indulging into such unfair conduct. 20. Mr. Naik submits that in this case, majority of the members of the Board had tendered their resignations. Such resignations, therefore, were required to be handed over to the Chief Executive Officer, who, in turn, was required to hand over the same to the Registrar for deciding further course of action in the matter. Since this was never done, there is absolutely no infirmity in the orders made by the Assistant Registrar and the Cooperative Tribunal. 21. Mr. Naik has placed reliance upon the decision of this Court in the case of Manjulabai G. Dhumal v. Collector; (2015) 3 Bombay Cases Reporter 462 and upon the decision of Hon'ble Supreme Court in the case of Babaji Garad v. Nasik Merchants Co-operative Bank Ltd; AIR 1984 SCC 192. Reliance was placed upon Babaji Garad (supra), in support of the proposition that in case there is any conflict between the bye-laws of the society and the statutory provisions, it is the statutory provisions, which will prevail. Mr. Naik submits that the bye-laws do not provide for any deemed acceptance of resignation. In any case, if the bye-laws are so interpreted, then, the same will conflict with the statutory provisions under the said Act. Mr.
Mr. Naik submits that the bye-laws do not provide for any deemed acceptance of resignation. In any case, if the bye-laws are so interpreted, then, the same will conflict with the statutory provisions under the said Act. Mr. Naik submits that the resignations in the present case, were factually never accepted by the Board or the Registrar. He submits that the resignations were not even accepted by the petitioner (Chairman) before they are withdrawn on 26/05/2016. The purported acceptance by the Chairman after 26/05/2016, is of no avail and produces no legal consequences whatsoever. For all these reasons, Mr. Naik submits that this petition may be dismissed. 22. The rival contentions now fall for determination. 23. There is no dispute that on 19/05/2016, the Board of Directors of the society comprised in all four members. Out of this, the petitioner was a Chairman and respondent No. 5 was Vice-Chairman. Respondent Nos. 4 and 6 were the members. Respondent Nos. 4, 5 and 6 had already expressed their want of confidence in the petitioner and had applied to the Assistant Registrar for convening a special meeting to consider the passage of No Confidence against the petitioner. The Assistant Registrar had, in fact, convened the special meeting on 19/05/2016 to consider the motion of No Confidence against the petitioner. Such meeting was attended by the officials from the office of the Assistant Registrar. The officials, however, upon gross misinterpretation of the decision of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra), prevented the passage of motion of No Confidence on the ground that the petitioner (Chairman) had not completed two years from the date of assuming office as a Chairman as on 19/05/2016. 24. It appears that there were several instances where the Assistant Registrar or the officials from the office of Assistant Registrar had prevented the passage of motions of No Confidence, upon erroneous interpretation of the decision of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra). Two such matters were considered by the Division Bench of this Court in Writ Petition Nos.533 and 536 of 2016 and were disposed of by a common judgment and order dated 20/06/2016.
Two such matters were considered by the Division Bench of this Court in Writ Petition Nos.533 and 536 of 2016 and were disposed of by a common judgment and order dated 20/06/2016. The Division Bench, in almost identical circumstances, ruled that the Registrar or officials nominated by the Registrar had no powers or authority to countermand the passage of motion of No Confidence and further the decision of the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra) was being misinterpreted since the direction in the said decision applied only to a situation where the Act was silent with regard to passage of motion of No Confidence. The relevant observations in paragraphs 14 and 15 of the judgment and order dated 20/06/2016 read thus :- "14. On plain reading of the said provisions, it clearly points out that the respondent No. 1 was only authorised to preside over the subject meeting and there was no delegation of powers by the Registrar in favour of the respondent No. 1 as contended by Mr. Rivonkar, learned counsel appearing for the respondent Nos. 4, 5 and 6. The respondent No. 1 who was appointed as the Presiding Officer has only powers reserved to a President or Chairman while presiding over the Board of Directors'/committee's meeting. In such circumstances, the contention of the learned counsel appearing for the respondent Nos. 4, 5 and 6 that the respondent No. 1 could examine whether the No Confidence Motion moved by the petitioners itself is in accordance with law cannot be accepted. Hence, in such circumstances, the exercise carried out by the respondent No. 1 is in excess of its jurisdiction which cannot be sustained and deserves to be quashed and set aside. On plain reading of the relevant provisions of the Cooperative Societies Act, the respondent No. 1 had no jurisdiction to pass such order to proceed to examine the validity or otherwise of the No Confidence Motion moved by the petitioners when a decision with that regard was already taken by the respondent No. 2 whilst convening the special meeting. In such circumstances, the impugned order is without jurisdiction and as such, we find that there is no reason to refuse to interfere with such order in exercise of our extra ordinary jurisdiction under Article 226 of the Constitution of India.
In such circumstances, the impugned order is without jurisdiction and as such, we find that there is no reason to refuse to interfere with such order in exercise of our extra ordinary jurisdiction under Article 226 of the Constitution of India. The impugned orders passed by the respondent No. 1 cannot be read into Section 59A(3) of the said Act to consider the contention of Mr. Rivonkar that such orders are amenable to an appeal under Section 114 of the said Act. 15. In any event, on perusal of the point for determination as framed by the Apex Court at para 1 of the said Judgment in the case of Vipulbhai M. Chaudhary (supra), it clearly covers a situation where the Act is silent with regard to matter concerning moving of a No Confidence Motion. In the present case, Mr. Rivonkar, learned counsel appearing for the respondent Nos. 4, 5 and 6 does not dispute that the procedure is clearly laid down of the manner in which such No Confidence Motion can be considered and moved. But however, this aspect would have to be considered by an appropriate authority on its own merits in accordance with law." 25. It appears that respondent Nos. 4, 5 and 6, who were dejected with the countermanding of the passage of No Confidence Motion on 19/05/2016, addressed handwritten letters to the petitioner (Chairman) expressing their dissatisfaction with the decision of the Assistant Registrar or the official from the office of the Assistant Registrar and purported to resign from the position held by them. There is nothing on record to indicate that such resignations were handed over to the Chief Executive Officer or to the Registrar or placed before the Board for consideration and acceptance. There is also nothing on record to indicate that such resignations were accepted by the Board of Directors or by any other authority, at least upto 31/05/2016. Both, the Assistant Registrar of Societies as well as Co-operative Tribunal appear to have taken cognizance of this position. 26. On 25/05/2016, respondent Nos. 4, 5 and 6 wrote to the Assistant Registrar stating that though they had tendered their resignations on 19/05/2016, the same have not been accepted. This was followed by another letter dated 26/05/2016, again addressed to the Assistant Registrar of Co-operative Societies, by which respondent Nos.
26. On 25/05/2016, respondent Nos. 4, 5 and 6 wrote to the Assistant Registrar stating that though they had tendered their resignations on 19/05/2016, the same have not been accepted. This was followed by another letter dated 26/05/2016, again addressed to the Assistant Registrar of Co-operative Societies, by which respondent Nos. 4, 5 and 6 withdrew their resignations and applied for return of the resignation letters. There is no material placed on record by the petitioner to suggest that the resignation letters tendered by respondent Nos. 4, 5 and 6 were at any stage accepted by any authority, whether competent or otherwise before 26/05/2016. It is only on 31/05/2016 that the petitioner (Chairman) wrote to respondent Nos. 4, 5 and 6 stating that their resignation letters dated 19/05/2016 have been accepted and, therefore, they no longer can claim to be the directors of the society. This communication states that the letters dated 26/05/2016 of respondent Nos. 4, 5 and 6 seeking deferment or withdrawal cannot be considered, since the acceptance of the resignations has already been communicated to the Assistant Registrar of Co-operative Societies. 27. As pointed out by Mr. Naik, the petitioner communicated the factum of the so called acceptance of resignations of respondent Nos. 4, 5 and 6 to the Assistant Registrar of Co-operative Societies by addressing a communication dated 01/06/2016, which was received in the office of the Assistant Registrar only on 02/06/2016. That apart, the petitioner in his communications dated 31/05/2016 or 01/06/2016 has not at all made it clear as to which authority accepted the resignations and on which date. No material has been produced on record by the petitioner to even prima facie demonstrate that there was acceptance of resignations prior to 26/05/2016 by any authority, whether competent or not. The so called acceptance of the resignation letters by the petitioner (Chairman) on 31/05/2016 or some date beyond the 26/05/2016, is really no acceptance at all. This is without prejudice to the contention of respondent Nos. 4, 5 and 6 that the Chairman is not at all the Prescribed Authority for acceptance of resignations whether tendered by members or office bearers of the Board. On this ground itself, there is no necessity to interfere with the impugned orders and grant any relief to the petitioner. 28. Even otherwise, it is not possible to accept the interpretation suggested by Mr.
On this ground itself, there is no necessity to interfere with the impugned orders and grant any relief to the petitioner. 28. Even otherwise, it is not possible to accept the interpretation suggested by Mr. Menezes upon the statutory provisions in Section 67(4) of the said Act. Section 67 of the said Act as amended reads thus : "67. Vacancies on the Board of Directors.- (1) Where there is a vacancy or vacancies on the board of directors, the remaining directors may exercise all the powers of the board or may fill the vacancies for the remainder of the term from eligible persons through co-option if such vacancies are not more than one third of the total number of directors of the board. (2) Where there is a vacancy or vacancies on the board in excess of one-third of the total number of directors of the board, the remaining directors shall call upon the Registrar to hold election for electing members to fill the vacancies for the remaining period. (3) The term of office of the directors who are appointed or nominated or co-opted on the board to fill the vacancy shall be co-terminus with the term of office of the elected directors notwithstanding the date of their such appointment, nomination or co-option to fill the vacancy. (4) Any member of the board may resign his office by writing under his hand addressed to the Chairman and the Chairman may resign his office by writing under his hand addressed to the Chief Executive Officer who shall place the same in meeting of the board for consideration and acceptance. In the event of resignation of office bearer and acceptance of the same, the election of new office bearer shall be done in accordance with the provisions of bye-laws of the society. In the event where the resignation is from majority of the members on the board including the Chairman, or otherwise such resignations shall be handed over to the Chief Executive Officer who shall forward the same to the Registrar. The Registrar, after receiving the resignations of the majority of the members of the board shall assess the situation and decide the course of action in accordance with the provisions of the Act." [Emphasis supplied] 29.
The Registrar, after receiving the resignations of the majority of the members of the board shall assess the situation and decide the course of action in accordance with the provisions of the Act." [Emphasis supplied] 29. The above provision, will have to be construed in its entirety and interpreted in such a manner so as to avoid uncertainty and friction in the system, which the Statute purports to regulate. The words of a Statute, when there is doubt about their meaning, are to be understood in the sense in which they harmonise with the subject of the enactment and the object which the Legislature has in view. The provisions have to be read and construed in their entirety and the attempt must be to give meaning to every word or expression used by the Legislature. An interpretation, which renders the words or expression used by the Legislature redundant or superfluous, should not be normally accepted. When the words of a Statute are clear, they must, of course, be followed. However, when alternative constructions are equally open, then, the alternative to be chosen, must be one, which is consistent with the smooth working of the system, which the Statute purports to regulate. The alternative which introduces uncertainty, friction or confusion has to be avoided. (Shannon Realties Ltd. v. Saint Michell; 1924 AC 185) and Central Bank of India v. Ravindra; (2002) 1 SCC 367 . 30. For the sake of convenience and not for the sake of interpretation, the provisions of Section 67(4) can be divided into six parts :- (i) The first part of Section 67(4) provides that the member of the Board may resign his office by writing under his hand addressed to the Chairman; (ii) The second part provides that the Chairman may resign his office by writing under his hand addressed to the Chief Executive Officer; (iii) The third part provides for placement of the resignations in the meeting of the Board for consideration and acceptance.
(iv) The fourth part provides that in the event of resignation of an office bearer and acceptance of the same, the election of new office bearer shall be done in accordance with the provisions of the bye-laws of the society; (v) The fifth part provides that in the event the resignation is from majority of the members of the board including the Chairman or otherwise such resignations shall be handed over to the Chief Executive Officer, who shall forward the same to the Registrar. (vi) The sixth part provides that the Registrar after receiving the resignations from the majority of the members of the Board, shall assess the situation and shall decide the course of action in accordance with the provisions of the Act. 31. Section 67(4) deals with several eventualities. Firstly, it provides that the members of the Board may resign by addressing their resignations to the Chairman. Secondly, it provides that the Chairman may resign by addressing his resignation to the Chief Executive Officer. Thirdly, there is a requirement for placement of the resignations in the meeting of the Board for consideration and acceptance. There is dispute as to the interpretation of this part of Section 67(4) of the said Act. Mr. Menezes contends that only the resignation of the Chairman addressed to the Chief Executive Officer is required to be placed in the meeting of the Board for consideration and acceptance. Mr. Menezes submits that there is no such requirement in case of resignations submitted by the members and addressed to the Chairman. On the other hand, Mr. Shirodkar and Mr. Naik submit that the resignations of the members as well as the Chairman have to be placed in the meeting of the Board of Directors for consideration and acceptance. Fourthly, Section 67(4) provides that where resignation of an office bearer is accepted, the election of the new office bearer shall be done in accordance with the provision of the bye-laws of the society. Fifthly, it is provided that in the event the resignation is from majority of the members of the Board, including the Chairman or otherwise, such resignations shall be handed over to the Chief Executive Officer, who shall forward the same to the Registrar.
Fifthly, it is provided that in the event the resignation is from majority of the members of the Board, including the Chairman or otherwise, such resignations shall be handed over to the Chief Executive Officer, who shall forward the same to the Registrar. Sixthly and finally, it is provided that the Registrar, after receiving the resignations from the majority of the members of the Board, shall assess the situation and decide the course of action in accordance with the provisions of the Act. 32. Mr. Menezes stresses upon the following expression in Section 67(4), to submit that the resignations of office bearers require acceptance to take effect, but the resignation of members become effective, no sooner the same are addressed and tendered to the Chairman :- "In the event of resignation of office bearer and acceptance of the same, the election of new office bearer will be done in accordance with the provisions of bye-laws of the Society." 33. It is not possible to accept the interpretation suggested by Mr. Menezes upon the provisions of Section 67(4). There is really nothing in the provision which suggests that the resignations tendered by members require no acceptance for taking effect and only resignations tendered by the office bearers require acceptance for them to be effective. The provision only makes a distinction between the members, which will include all office bearers (except Chairman) on one hand and the Chairman on the other, for the purposes of specifying the authority, to whom the resignations may be addressed and nothing further. The members of the Board, which will include the office bearers (except Chairman) may address their resignations to the Chairman. Since the Chairman cannot be address his resignation to himself, a provision is made to enable the Chairman to address his resignation to the Chief Executive Officer. However, upon harmonious construction of the provisions, it does appear that the resignations, whether of members including office bearers (except Chairman) or of the Chairman, are required to be placed in the meeting of the Board 'for consideration and acceptance.' Thus, the expression 'for consideration and acceptance' applies to both the resignations of members including office bearers (except Chairman) and resignation of the Chairman. 34. The portion of Section 67(4) upon which Mr.
34. The portion of Section 67(4) upon which Mr. Menezes stresses, no doubt provides that in the event of resignation of an office bearer and the acceptance of the same, election of the new office bearer shall be done in accordance with the provisions of the bye-laws of the society. However, that portion, does not mean or imply that there is a requirement for acceptance of the resignations of office bearers only, for such resignations to take effect or that correspondingly, there is no requirement for the acceptance of the resignations of members, for their resignations to take effect. The portion of Section 67(4) which Mr. Menezes stresses, in fact furthers the construction that the expression 'for consideration and acceptance' applies to resignations by members which includes office bearers (except Chairman) and the Chairman. The portion of section 67(4) merely provides that where resignations of office bearers are accepted, the election of the new office bearers shall be done in accordance with the bye-laws of the society. 35. If the construction suggested by Mr. Menezes is to be accepted, an anomalous situation will arise. Members, including office bearers may resign by addressing their resignations to the Chairman. There is no provision in Section 67(4), which states that office bearers, other than Chairman are required to address their resignations to the Chief Executive Officer. If Section 67(4) is interpreted to mean that only resignation of the Chairman, which is required to be addressed to the Chief Executive Officer, is required to be placed in the meeting of the Board for consideration and acceptance, then, the portion of Section 67(4), upon which Mr. Menezes lays stress and which portion clearly contemplates acceptance of resignations of office bearers, will be rendered superfluous or otiose. Rather, if the construction that the expression 'for consideration and acceptance' is held to apply to resignations of members, including office bearers (except Chairman) and resignation of Chairman, then, such construction will harmonize the provision. Such a construction will avoid uncertainty and friction in the system, which the provision purports to regulate. 36. The disputes with regard to tender and acceptance of resignation even concerning the elected representatives are quite common. There are several instances where allegations are made that the resignations were procured by force, undue influence or lack of volition. The Legislature cannot be presumed to be unaware of such disputes.
36. The disputes with regard to tender and acceptance of resignation even concerning the elected representatives are quite common. There are several instances where allegations are made that the resignations were procured by force, undue influence or lack of volition. The Legislature cannot be presumed to be unaware of such disputes. In such circumstances, it is not possible to accept Mr. Meneze's submission that the Legislature intended and provided for acceptance of resignation of the Chairman or the office bearers, in order that they take effect, but the Legislature neither intended nor provided for acceptance of the resignations of members of the Board for them to take effect. 37. Section 67(4), in its first and second part, merely provides for the authorities to whom the resignations are required to be addressed. However, the said provisions cannot be interpreted to mean that the authorities to whom the resignations are to be addressed, are authorities, who have been vested with the powers to accept the resignations. For example, the Chairman may resign by addressing his resignation to the Chief Executive Officer. However, the Chief Executive Officer is not the authority vested with the power to accept the resignation of the Chairman. The resignation has to be placed in the meeting of the Board for consideration and acceptance. By the same logic, therefore, it cannot be said that because the members, which will include, office bearers (except Chairman) may address their resignation to the Chairman, the Chairman is the authority vested with the power to accept such resignations or that there is no acceptance of such resignations even contemplated by the provisions in Section 67(4) of the said Act. 38. If the provisions in Section 67(4) were to clearly state what Mr. Menezes submits, the Courts would have to give effect to the language used by the Legislature, regardless of the consequences. However, the language of Section 67(4) does not support the construction proposed by Mr. Menezes. It is, therefore, not possible to strain the language of the provision and construe the provision in the manner suggested by Mr. Menezes. 39. Section 67(4) of the said Act makes a distinction between the resignations submitted by minority of the members of the Board and majority of the members of the Board, including the Chairman or otherwise. This is evident from the fifth and sixth part of Section 67(4) of the said Act.
Menezes. 39. Section 67(4) of the said Act makes a distinction between the resignations submitted by minority of the members of the Board and majority of the members of the Board, including the Chairman or otherwise. This is evident from the fifth and sixth part of Section 67(4) of the said Act. In the event the resignation is from majority of the members of the Board, including the Chairman or otherwise, such resignations have to be handed over to the Chief Executive Officer, who shall forward the same to the Registrar. The Registrar, upon receiving the resignations from the majority of the members of the Board, shall assess the situation and shall decide the course of action in accordance with the provisions of the Act. This portion of Section 67(4) makes no distinction between the resignations of office bearers on one hand and resignations of members on the other. Both the sets of resignations have been treated on the same plane. This portion, thus, does not make any distinction between resignations of members on one hand and the resignation of the Chairman on the other. Even these two sets of resignations have been treated on the same plane in fifth and sixth part of Section 67(4). 40. The distinction is broadly between the resignations from minority of the members of the Board and majority of the members of the Board. In the later eventuality, the resignations, whether addressed to the Chairman or to the Chief Executive Officer, have to be "handed over" to the Chief Executive Officer, who shall forward the same to the Registrar. Thereafter, it is for the Registrar to assess the situation and to decide the course of action in accordance with the provisions of the Act. The purpose of treating the resignations from majority of the members of the Board separately is quite obvious. In such a situation, the Registrar will have to take a call and decide the course of action in accordance with the provisions of the Act. Several options as contemplated under the Act, are available to the Registrar. The Legislature deemed it appropriate to leave the matter to the Registrar where the very governance of the society may be at stake on account of resignations from the majority of the members of the Board. 41. In the present case, there is nothing on record to establish that the resignation of respondent Nos.
The Legislature deemed it appropriate to leave the matter to the Registrar where the very governance of the society may be at stake on account of resignations from the majority of the members of the Board. 41. In the present case, there is nothing on record to establish that the resignation of respondent Nos. 4, 5 and 6 were ever placed for consideration and acceptance before the Board. The submission of Mr. Menezes that they were placed before the Board for consideration and acceptance on 19/05/2016, cannot be accepted, in the absence of any credible material or evidence on record. Significantly, even the petitioner, in his communication dated 31/05/2016, addressed to respondent Nos. 4, 5 and 6 or in his communication dated 01/06/2016, addressed to the Assistant Registrar, makes no reference to the so called consideration and acceptance of the resignations in the meeting of Board of Directors held on 19/05/2016. As noted earlier, it is not possible to accept Mr. Menezes contention that there is no necessity for acceptance of resignations of members, who are not office bearers for such resignations to take effect or that the resignation of members, who are not office bearers can as well be accepted by the Chairman himself. In fact, there is no material on record, which establishes that the acceptance of the resignations of respondent Nos. 4, 5 and 6 by the petitioner (Chairman) at any stage prior to 26/05/2016, on which date, admittedly, the resignations were withdrawn by respondent Nos. 4, 5 and 6. 42. Further, in the present case, since three out of the four members of the Board of Directors had tendered their resignations, the matter was required to be dealt with by the Chief Executive Officer or the Registrar in terms of fifth and sixth part of Section 67(4). The resignations had to be "handed over" to the Chief Executive Officer in the first instance by the petitioner (Chairman), since the resignations had been addressed to the petitioner (Chairman). Thereafter, it was for the Chief Executive Officer to forward the same to the Registrar, who had to assess the situation and decide the Course of action in accordance with the provisions of the Act.
Thereafter, it was for the Chief Executive Officer to forward the same to the Registrar, who had to assess the situation and decide the Course of action in accordance with the provisions of the Act. Admittedly, the petitioner (Chairman) failed to hand over the resignations to Chief Executive Officer and, therefore, there was no occasion for the Chief Executive Officer to forward such resignations from the majority of the members of the Board (three out of four members, which comprised the Board) to the Registrar, so as to enable the Registrar to assess the situation and decide the course of action in accordance with the provisions of the said Act. 43. In the aforesaid circumstances, it is not possible to fault the decision of the Assistant Registrar to reconvene the special meeting of the Board to consider the motion of No Confidence against the petitioner (Chairman). Consequently, it is not possible to fault the motion of No Confidence passed against the petitioner (Chairman) in the special meeting of the Board of Directors held on 02/09/2016. The impugned judgment and order made by the Co-operative Tribunal, which upholds the order/notice dated 24/08/2016 and approves the motion of No Confidence passed against the petitioner (Chairman) in the special meeting of the Board of Directors held on 02/09/2016, in the circumstances, does not warrant any interference. 44. Finally, it is required to be noted that the petitioner has invoked the extraordinary and equitable jurisdiction of this Court. The exercise of such jurisdiction is discretionary, though it is well settled that the discretion is required to be exercised judiciously. In the facts of the present case, the petitioner is the beneficiary of a grossly erroneous interpretation by the officials of the decision by the Hon'ble Supreme Court in the case of Vipulbhai Chaudhary (supra) and on basis of such incorrect interpretation, the petitioner survived the motion of No Confidence scheduled on 19/05/2016. Three out of the four members, who comprised the Board of Directors had expressed their want of confidence in the petitioner's functioning as a Chairman of the society. In the special meeting held on 02/09/2016, the petitioner has actually been voted out as the Chairman of the society.
Three out of the four members, who comprised the Board of Directors had expressed their want of confidence in the petitioner's functioning as a Chairman of the society. In the special meeting held on 02/09/2016, the petitioner has actually been voted out as the Chairman of the society. The petitioner, despite being bound by the provisions of Section 67(4) to hand over the resignations of the majority members of the Board (three out of four) to the Chief Executive Officer, failed to do so thereby disabling the Chief Executive Officer from forwarding such resignations to the Registrar and disabling the Registrar from assessing the situation and deciding the course of action in accordance with the provisions of the Act. In such circumstances, even if the petitioner were to have made out some legal point (which he has not), the petitioner, would not be entitled to the reliefs as applied for by him in the petition. The grant of any relief to the petitioner would mean restoration of the petitioner to the office of the Chairmanship of the society when, the petitioner, had lost confidence of ¾th of the members of the Board of Directors. The purpose of writ jurisdiction is to advance justice and such purpose would be defeated by upsetting the impugned judgment and order made by the Co-operative Tribunal. 45. For all the aforesaid reasons, this petition is dismissed. Rule is discharged. However, there shall be no order as to costs. Petition dismissed.