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Balubhai Maganlal Ghaswala and ors. Vs. the State of Gujarat and ors. - Court Judgment

LegalCrystal Citation
SubjectTrusts and Societies
CourtGujarat High Court
Decided On
Case NumberSpecial Civil Appln. No. 581 of 1977 with Civil Appln. No. 2085 of 1977
Judge
Reported inAIR1978Guj63
ActsConstitution of lndia - Articles 22, 226, 226J1 and 227; Gujarat Co-operative Societies, Act, 1961
AppellantBalubhai Maganlal Ghaswala and ors.
RespondentThe State of Gujarat and ors.
Appellant Advocate D.D. Vyas, Adv.
Respondent Advocate J.R. Nanavati,; P.R. Jani and; H.L. Patel, Advs.,;
Cases ReferredRajabhai Ranmal Mori v. Members of
Excerpt:
trust and societies - bye-laws - gujarat co-operative societies act, 1961 - bye-laws of co-operative society framed according to act cannot have force of law - bye-laws merely govern internal management, business and administration of society - bye-laws are of nature of articles of association of company incorporated under companies act of 1956 - it is effective amongst members effected by society. - - 226 of the constitution of india, ordered tw be heard peremptorily, raises some important and interesting questions. , bulsar, a co-operative society floated under the provisions of the gujarat cooperative societies act, with the objects to encourage proper development of agricultural industries amongst members on co-operative lines by introducing modern methods of agriculture and by.....order1. this petition under art. 226 of the constitution of india, ordered tw be heard peremptorily, raises some important and interesting questions. the factual background of this petition needs to be stated in a nutshell.2. the respondent no. 3 is shree bulsar sahakari khand udyog mandli ltd., bulsar, a co-operative society floated under the provisions of the gujarat cooperative societies act, with the objects to encourage proper development of agricultural industries amongst members on co-operative lines by introducing modern methods of agriculture and by promotion of principles of co-operative and joint farming methods, so as to secure best advantages of modern large scale agricultural production to*the owner or the tenant cultivators of land and to establish for that purpose sugar.....
Judgment:
ORDER

1. This petition under Art. 226 of the Constitution of India, ordered tw be heard peremptorily, raises some important and interesting questions. The factual background of this petition needs to be stated in a nutshell.

2. The respondent No. 3 is Shree Bulsar Sahakari Khand Udyog Mandli Ltd., Bulsar, a co-operative society floated under the provisions of the Gujarat Cooperative Societies Act, with the objects to encourage proper development of agricultural industries amongst members on co-operative lines by introducing modern methods of agriculture and by promotion of principles of co-operative and joint farming methods, so as to secure best advantages of modern large scale agricultural production to*the owner or the tenant cultivators of land and to establish for that purpose sugar manufacturing factory and to manage it. For achieving the aforesaid objects, the society was to raise share capital and deposits from members to raise funds by floating debentures under Government guarantee for investment in block assets and allied purposes and to do all other things incidental to the said main object& On its being constituted, the society had framed bye-laws which had came to be approved by the State Government. The field oil operation of the society was fairly extensive and its activities were spread over areas of various talukas in Bulsar District as set out in schedule A to the bye-o laws. The management of the society, as per the bye-laws was to be with the Board of Directors, which consisted of different categories of directors mentioned in bye-law, No. 21 (1). However, in the initial stages, the Government had spared the amount running into lacs of rupees in order to make afoot the activities of the society and bye-law No. 21 (2) made provision for the initial Board of Directors. The bye-law No. 21 (2) reads as follows :

21 '(2) Notwithstanding anything contained in any of the bye-laws the first Board of Directors including the Chairman and Vice-Chairman, shall be nominated by the Registrar, C.S., G.S., Ahmedabad with the consent of the State Government which shall conform to the constitution as laid down in the bye-law No. 21 (1) and thereafter the registrar may extend the period of such nominated Board from time to time as deemed fit. However, such extended period shall not exceed five years after the factory goes into production. Any interim vacancy occurring in the nominated Board of Directors shall be filled by the Registrar. After the expiry of the period of the nominated Board, the first Board of Directors shall be elected. Thereafter in subsequent years, four, four and three representatives of the Producer share holders from amongst those mentioned in bye-law No, 21 (1) (a) shall retire by rotation, but shall be eligible for reelection. Ordinary member shall be elected every year'.

3. By virtue of the powers conferred on the Registrar of the Co-operative Societies, Gujarat State, he had passed various orders from time to time and all those orders are enumerated at the top of Annexure A to the petition. The first order had come to be passed on 1-121973 under which the first Board of Directors had come to be nominated. Thereafter another order had come to fie passed on 5-3-75 under which a new Board had come to be constituted and its period was kept up to the end of June 1975 or until further orders. Thereafter the third order had come to be passed on 29-10-75 and it was the Board of Directors appointed for the year 1975-76. Then the order Annexure A came to be passed on 5-2-77. As per the said order, the members mentioned therein were appointed for the period ending on 30-677 or till any other order - came to be as passed by the Registrar. The petitioners Nos. 1, 2 and 3 were amongst those persons notified or appointed for the purpose. The petitioner no. I was appointed as the Chairman of the Board of Directors and the petitioner no. 2 was appointed as the Vice-Chairman. In fact, in paragraph one of the petition itself, these three petitioners have made the following averment,

'Petitioner No. 1 is the Chairman, petitioner No. 2 is the Vice-Chairman and petitioner No. 3 is one of the Directors of the said society appointed by the State Government vide an order dated February 5, 1977. Annexed hereto and marked Annexure A is a true copy -of the said order'.

These words are lifted from the petition in order to show that these petitioners rested their claim to hold the office by virtue of the order Annexure A dated 5-2-77, in pursuance of which the life of the earlier Board of Directors had come to be cut short by the Joint Registrar of Co-operative Societies and these petitioners along with other companions of theirs had come to replace the Board in its entirety, though in fairness to the petitioner it should be stated that there was not the whole hog replacement of all the old members.

4. The petitioners and their companions by virtue of the order Annexure A had been holding the office of the administration of the society, but the Joint Registrar of Co-operative Societies came to pass on 3-5-77 the impugned order at Annexure B and appointed a new Board of Directors limiting its life up to the period of 30-6-77 or to the passing of any other order. All the three petitioners by the impugned order, Annexure B, are made to bid adieu and that is why they challenge the order, Annexure B, on the ground that it is violation of the express text of bye-law No 21 (2) quoted above and that the said order bad come to be passed by the Joint Registrar of Cooperative Societies, Gujarat State, Ahmedabad, at the behest of the Janata Party Ministry, which wanted to accommodate their favourites in place of the petitioners and others, who presumably do not owe allegiance to this new Government installed for the State of Gujarat somewhere in the month of April 1977.

5. The grounds of challenge to the order Annexure B could be crystallised under the following heads:

(1) The impugned order is contrary to the provisions of the bye-law No. 21 (2) quoted above and it robs the petitioners of their valuable right to man and manage the institution, namely, the respondent no. 3 co-operative society;

(2) The said power is exercised by the Joint Registrar at the instance of the Government, that is actuated by political considerations and thus- there is colorable exercise of the statutory or State's, powers by the Joint Registrar;

6. As against that, the order, Annexure B has been supported by the State and the Joint Plegistrar ag Cooperative Osculating and other officers an one hand and by the mangers of the newly os-astituled Board of Directors, that 4 -f the respondents Nos. 4 to 15. It is - ,, a noted that the respondent no. 4 r. Keshubhai Eatenji Patel was a Mini-, , -in the Janta Front Iffmistry constituiLd in the 'Year 1975 followed by the Prest6mWs Rule for about six to eight months again followed by the rule of the Congress Ahnistry headed by Shri Madhavsmh Solenbd. The mid Keshubhai Patel was the Director and also the, Chahman of the Board of Directors right from the first nornination till he cmne to be replaced by the petitioner no. 1 as per the order Annexure A. By way of prelim =7 objections, the respondents rammed the following contentions:-

(1) The petition is not maintainable in view of amended Article 226 of the Constitution, firstly because there is no substrata injustice or injury caused to the part and secondly because this was a case of enforcement of a bye-law which was for all purposes analogous to, if not identical with, the- articles of association of a company floated or deemed to be floated under the provisions of the Companies Act -,

(2) The impugned order, Annexure A is not a statutory order in exercise of the State's power, but it is only an executive, function and, therefore, it was at best a civil wrong for redressing which the High Court was not a proper forum;

(3) The petitioners who had been resting their claira for office vide order Annexure A were not entitled to raise the question of the interpretation of bye-law No. 21 (2) because as per their own submission, the Joint Registrar had got power to Apopka initially a Board of Directors, which was to go an till the duly elected Board of Directors came into existence, subject of course to the Registrar's power to fill in the vacancies. In other words, the objection is that the petitioners who have claimed the place in the picturing e by virtue of the order Annexure A, which was fourth mi the series of five orders passed by the mordent No. 3 (Registrar) so far could ' now fall back on the alleged interpretation which was never sought for or objected to. by them and which inter-. pmtstion, if accepted, would knock the bottom from their feet.

7. The preliminary objections raised 6r the Ympondeftis deserve to be daft with initially. Before I proceed to do so, it is necessary to amplify the submission made by Mr. Vyas for the petitioners 43n the basis of the interpretation of the bye-law No. 21(2), which is already quoted above. According to Mr. Vyas, the following propositions emerge from the overall view of the said bye-law -

(1) The first Board ot Directors, includIng the Chairman and the Vice-Chairman is to be nowdnated by the Registrar, subject of course to conforming to the echerne laid daiv ta the bye4aw No. 21 (1);

(2) The PAgistrar is empowered to extend such period of the nominated board from time to time till the deadline is reached and the deadline is reached when five years pass after the factory goes into production, but this extension is meant only for the purpose of extending the time of the very Board and this extension of time does not envisage the replacement of the old Board by a new one from time to time;

(3) The Registrar is entitled to fill in interim vacancies occurring in the first Board of Directors;

8. As against that, it was contended on behalf of the respondents and particularly the Joint Registrar, who has come to pass the impugned order at Annexure B, that the bye-law No. 21 (2) envisaged the nominated. Board, its nomination being made from time to time and that there was nothing in the bye-law no. 21 (2) to make us postulate that the first Board of Directors subject to such casual vacancies that may occur itself must go on rolling till the duly elected Board of Directors had come to be appointed. If the interpetation placed by the petitioners is accepted, it would obviously result into setting at naught the Board of Directors appointed as per the Annexure B. But it is to be recalled here specifically that the petitioners who have put forward Annexure A as the platform for them also would partially come to be affected because in that case, the court as a matter of necessary corollary would be required to examine not only the order at Annexure B, but also the order at Annexure A and the other previous orders. In other words, if we take the submissions of the petitioners to their logical limits, -it would be required to be held that the Board appointed as perthe Government's order dated 1-12-73 was the only validly constituted Board and subsequent replacements by fresh order as made form time to time were all null, void and hence inoperative. The question and the first question that was posed was whether the petitioners, who were resting their claim to office as per annexure A could be permitted now to fall back and take the benefit of interpretation sought for by perpetuating the alleged very wrong which on the assumption of the petitioners is there. Howerer, on behalf of the petitioners, it was very vehemently urged that though fresh orders had come to be passed on 5-3-75,29-10-75 and 6-2-77, there was practically no material change and, therefore, though technically it could be said that there were fresh orders of appointments, they were made for the continuation of the initial Board of Directors and, therefore, 1 no, serious exception could be taken to those orders, including the order Annexure A, and Mr .Vyas ice-Chairman, the whole spirit and letters of bye-low No. 21 (2) came to be flagrantly violated for the first tune by the impugned order, Annexure B.

9.In order to give a clear picture as to who were the persons intially appointed and who came to be continued or replaced form time to time under all the five orders, a sort of a chart was given to me by the learned Counsel for the State and that has been accepted as the correct faucal representation of the situation. I got it annexed at the end of the petition and treated it as a part of the record with the consent of all the learned counsel appearing in this case. Summary of the said statement requires to be stated here in order to give justice to the latest submission of Mr.Vyas.

10. As per the order dated 1-12-73, the respondent no.4 was appointed as the Direcor-cum-chairman and the petitioner no.1 was made the Vice-chair-man. By the second order dated 5-3-75, all those persons were continued and there was no change whatsoever in the constitution of the Board of Directors, Then came the third order dated 29-10-75 under which on Firozsha shroff had been appointed and in place of the present petitioner no.1 on somabjai kalabahi patel was appointed. In other words, there were two persons, namely the petitioner No.1 and on e Firozsha Shroff. The petitioner No.1 at that time did not choose to challenge the states interpretation. However Mr.Vyas urged tat the petitioner no.1 at that stage had no occasion to spring on his feet because he was there in the quota of the Government nominee. however, the fact remains that a new order had come to be passed, disturbing the constitution of the initial board of directors and also changing the Vice-Chair_man. It seems that none of the petitioners nor any share holder took any exception to this exercise of the assumed power by the joint registrar. Then comes the order Annexure A dated 5-2-77 when the congress ministry was in power. There was considerable reshuffling at that time. The present respondent No.4 who had his place retained on all lathe three earlier occasions came to lose the directorship as well as his chairmanship. The petitioner no.2 dahyabha patel was exalted to the position of the vice-Chairman, which post he readily accepted and courted. Four other members of that earlier board constituted as per the third order dated 29-10-75 were given a go by and they are chandrakant shah, kunverji D.patel, manabhjai G.patel and above mentioned k.firozhah shroff. Some four new faces also had made their appearance on the scene and they are somabjhai patel, barjubjai subjal, Dhamanbahai panchabhai and naranbajhai patel, over and above the petitioner no.3 govindjibhai desai, who was also a new entrance as per the said order. The petitioner no.1 who was dropped at the time of passing of the third order also made his reappearance and came to be appointed as the chairman of the board of Directors. This would show that when this change as per Annexure a had come to be made, none of these petitioners had anything to say against the allegedly worng interpretation of the bye law no.21(2). Nay, by dint of the exercise of the power by the joint Registrar as per the interpretation of the said by law, as he put it , the petitioner no.2 came to be exalted to the position of the Vice-Chairman and the petitioner no.1 got back not only his directorship, but got the chairman ship also and the petitioner no.3 came to occupy his chair for the First time as per Annexure A. their legal and moral conscience at that time did not revolt because, it was to their avantage, the alleged illegality came to their mind only when their own Chairs came to be shaken by the order, Annexure B, and this quake made them realise the wrong done by the Joint Registrar, may be at the behest of the State Government or may be as an inevitable outcome of the political reshuffling of the State. The question is: can the petitioners, who had all the while taken down this assumption of the power on the assumed Interpretation of the bye-law No. 2,1 (2) and who had reaped the benefit of that interpretation placed on the bye-law No. 21 (2) be permitted now to challenge the very basis, the beneficial fruits of which had come to be enjoyed by them quietly and pleasantly when the order Annexure A had come to be passed? In other words, the moot question that faces us very cogently and clearly is: Can the petitioners be permitted now to turn round and challenge the order, Annexure B, on the ground of legal technicality -may be the technicality of the interpretation - and should the Court exercise its 'discretionary, but very wide powers in favour of a party, which is unjustly enriched by resort to or on account of the very illegality or irregularity complained of?

11. Mr. Vyas, however, urged at o of the three petitioners, the petitioner No. 2 Dahyabhai Patel was on the Board of Directors right from the start and he could liot be said to have in any way taken benefit of the action of the respondent No. 3, the Joint Registrar. It cannot be gainsaid that said petitioner No. 2 was a director right from the start and Mr. Vyas,contended that at any rate the petitioner No. 2, who was . all the while allowed to retain his position as. a Director had no grievance to make and no cause to raise his voice against these occasional orders passed by the Joint Registrar, because his personal position remained unaffected and unaltered. Partly Mr. Vyas is right, but partly he is equally not right also. If what the petitioner No. 2 along with other petitioners has been contending is true, he was not expected to usurp, to use the language of Mr. Vyas which is running as an undercurrent of his submission, the office of the Vice-Chairman, but he readily came to occupy that position. To this extent, it, can certainly he said that he is a beneficiary of the order Annexure A. Morelover, if his lagal conscience, which is said I to be wounded now had been existing, he was expected to raise his voice against such alleged uncalled for tampering with the constitution of the first Board of Directors by the respondent No. 3. A man, who takes such intermittent changes lightly, connives at them and ultimately shares the benefit, cannot be heard to complain against the alleged illegality or irregularity, particularly in the High Court that is called upon to exercise its wide but well-restrained powers under Article 229 of the Constitution. There is another facet of this argument also. I put a pertinent question to Mr. Vyas as to what would be the out. come of my expected annulment of the order, Annexure B? As I understood, it would be the continuance of the earlier Board constituted as per Annexure A. This is writ large as the expectation of the petitioners. For this purpose, I have quoted myself some portion from paragraph 1 of the petition and I reiterate that the petitioners have come forth to this court claiming certain positions of privilege by virtue of the order, Annexure A. By granting the prayers sought for in this petition, that is by annulling the order Annexure B, I indirectly and inevitably would be upholding the order at Annexure A, which on the showing of the petitioners themselves is a flagrant violation of the law, namely the bye-law to which the label of law has been annexed by the petitioners. The question that arises before me is whether I sitting as a High Court under Article 226 of the Constitution should encourage this sort of propensity. The obvious answer would be that the court should not encourage any such attempt, Mr. Vyas, however, in this connection implored me that if the court's conscience so felt the court may set aside the order Annexure A also and retrace the steps and bring about the situation that was prevalent when the first Board of Directors had come to be constituted as per the order dated 1-12.1973. The question is whether I should do it after much water has flown beneath the bridge for as many as 3 1/2 years. If I do it, it will create a situation of confusion, if not of chaos I am going to show below that the interpretation that has been placed on the bye-law No. 21 (2) by the Joint Registrar has ruled the field all these years without a murmur from any quarters. I am also going to show below that the said interpretation put on the bye-law No. 21 (1) of this society cannot be said to be so unreasonable and perverse. It is the settled principle of interpretation that if a particular Interpretation has ruled the field for a considerably long period and the said interpretation has been made by the concerned authority and acquiesced in by others through a long span of period, the said interpretation is not to be disturbed unless there are compelling reasons to do so. On that ground also I do not think that this is a case where the petitioners, who have benefited out of the Joint Registrar's interpretation of the bye-law No. 21 (2) should be allowed to raise their murmur and protest against tt. On this preliminary ground, I feel that I should not entertain this petition at the behest of these petitioners. This preliminary objection, therefore, by itself is sufficient to dispose of this petition, but as various questions also had been canvassed at considerable length, it is desirable that I dealt with them cursorily, though not exhaustively.

12. The next preliminary objection is whether Article 226 of the Constitution can be said to be attracted to the grievances of the petitioners before the court. This article came to be completely rewritten by the Constitution (42nd Amendment) Act, 1976 and it is truism to say that this replacement was for the purpose of drastically curtailing the wide powers enjoyed by various High Courts by virtue of the earlier Article. This historical background is to be constantly kept in view while examining the scope and ambit of the present Article 226. The question now is whether the case of the petitioners falls under any of the three clauses of Art. 226(1). According to Mr. Vyas, the case of the petitioners falls under each one of the three categories. According to him, it is the right of all citizens of India to form an association and to manage it. This fundamental right to manage the institution, assuming that it is there, is given over to the Registrar by the body of shareholders, assumedly in the best interest of the management itself. Even if any such right was there, these petitioners who are admittedly the shareholders of the society had handed it over to the State, on a platter so to say, when the bye-laws has come to be framed and after having voluntarily handed over the right to the State, they cannot be allowed to say that their fundamental right to manage the institution has been taken away from them. Coming to the clauses (b) and (c), we find that either redress of* an injury of substantial nature or redress of an injur by reason of any illegality is the basis. I do not find that the injury complained of by the petitioners is of any substantial nature. As per the bye-law No. 21 (2), the shareholders had left the management to the Government to be handled through its chosen representatives. Whether the Board of Directors is appointed for the entire period between the establishment of the society and the election of the Board of Directors or whether the Board of Directors is appointed from time to time is not going to make any material difference as far as the society and share-holders; are concerned. The injury complained of is more notional and emotional than real if at all it can be designated as injury. If it is permissible to throw any conjectures, I would say that the petitioners Nos. I and 2 after having enjoyed the Chairmanship and Vice-Chairmanship are not ready to part with those positions. Moreover, it is a cluestion whether the bye-law of the co-operative society is the bye-law envisaged in clauses (b) and- (c)' of Article 226(1) of the Constitution. The Supreme Court had an occasian to examine such bye-laws of a Co-operativ6 society, in a different context of course. It is the case of Co-operative Central Bank Ltd. v. Additional Industrial Tribunal, Andhra Pradesh AIR 1970 SC 245.The handling of the industrial dispute regarding the conditions of service of the employees of a co-operative society by the Industrial Tribunal was sought to be thwarted by the stand that the Tribunal was thereby contravening the bye-laws of the co-operative society framed undei statutory provisions which had the force of law. The argument came to be negatived very clearly by the Supreme Court in the following words:-

(at p. 252 Para 10)

'The bye-laws of a co-operative society framed in pursuance of the provisions of the Act cannot be held to be law or to have the force of law. It has no doubt been held that, if a statute gives power to a Government or other authority to make rules, the rules so framed have the force of statute and are to be deemed to be incorporated as a part of the statute. That principle, however, does not apply to bye-laws of the nature that a cooperative society is empowered by the Act to make. The bye-laws that are contemplated by the Act can be merely those which govern the internal manage ment, business or administration of a society. They are of the nature of the Articles of Association of a company incorporated under the companies Act, They any be between the persons affected by them, but they do not have the force of a statute.'

13. Relying upon, this authority, Mr. JuWtice S. It Sheth the then Judge of OW High Court, disposed of one specia) civil aPplicatim No. 1753 of 1974. It iN the case of Rajabhai Ranmal Mori v. Members of the Managing Committeie of Shri Uza -,Taluka Sahakari Kharid Vechan BW4 Ad- (1976) 17 Guj LR 583. The learned Judge, after eKamining the series 'of authorities ultimately ruled that by Laws, of co-operative societies, governed by The ' Gujarat Co-operative Societies A 1961, have their origin in contract and therefore they do not have the force of a statute and like Articles of Association of a Company, they constitute a contract between the parties. He had held, therefore, such bye-laws of a cooperative society could not be enforced by a writ of the High Court under Art 226 or Art. 227 of the Constitution, The learned Judge had, therefore, disnai&ied; tfie said petition in limine on the preliminary ground of want of maintainability ot ibe petition. In this connection Mr, Vyas, however, urged that to all intents and purposes, the petitioners were not seshfing the enforcement of the bye-laws, but they were seeking to contain the akuse ot statutory powers at the handsv ai tie Joint Registrar of the Co-operative &4e6iss. Mr. Vyas, therefore, urged that what is called in question is not the enforcement of a bye-law, 'but what was challenged was the action of- the State or rather of an officer, who was exercising the power of the State for unauthorised purposes, that is, in contravention of the bye-law. It is to be recalled here that if bye-laws have only contractual force, the imptigned action of the Joint Registrar is ncot a statutory action or an action purported to be taken in exercise of the statutory powers. If the Supreme Court's judgment is' taken as the basis, then it should be stated that the Joint Registrar while acting or purporting to act under bye-law No. 21 (2) was not exercising any powers of the State. but was exercising the powers conferred by the State on the said officer by virtue of the contract. In this context it could well be said that this is not a use, which would be maintainable under Article 226 of the Constitution.

14. In respect of these preliminary ctions, Mr. Vyas had submitted certain observations from the judgment of another learned Single Judge of this mt. It is an unreported judgment in 1he Special Civil Application No. 1463 of IM decided on S4-1973L (Guj) byr my learned Brother A. D. Desai, J. In that case ft was held that the officer of the 9tate without any authority of law had purported to interfere with the legal rights of a person and, therefore, that person was entitled to approach the High Court by way of an application under Article 226 of the Constitution. It was a cam arLshig out of the management of a co-operative society and the situation was more or less similar. Under the bye-law No. 16 of that co-operative society, the first Board of Directors, including the Chairman was to be nominated by the State Government, conforming to the composition of Board as laid down in bye-law'No. 45 and the said first Board of Directors was to hold the office till the factory of the somety went mto operation or for the first five years, whichever was earlier. As has been done in this case, so was done in that caseDespite the dear time limit laid down there, the Joint Registiar had purported to pass orders from time to timelaippointing different Board of Directors and the said action was challexged by that petition, which had come to be allowed. The Court had negatived the preliminary objection regarding the petitioner having availed himself of the alleged wrong interpretation and also the non-maintainability of the petition ilder Article 226 of the Constitution. On the first ground, the learned Judge has held that as the petitioner was allowed to continue all throughout despite fresh orders being passed from time to time, he had no occasion to complain and it was also held in that case that the petition was maintainable against a public servant exercising the powers of a State. Both these pleas were pressed into service by Mr. Vyas for the petitioners and he, urged that out of the three petitioners the petitioner No. 2, who had all the while continued as one of the Directors of the Board, was not expected to rise up against ttiese orders passed from time to time. On that analogy Mr. Vyas urged that at any rate the petition No. 2 was entitled to challenge the impugned order Annexure E. I have aheady noted above that the matter is not go simple as it was in that case. The present petitioner No. 2 did'avall himself of the order Axnexure A and derived benefit out of it because for the first time in pursuance of that order, Annexure A, he assumed. the office of a Vice-Chairman. If he were a fair-minded person, having absolutely clean hands, he would have at any rate at that time on 5-2-1977 stated that he would no longer usurp the office of ViceChairman. This case stands distinct from the case of the petitioner in that petition decided by A. D. Desai, J. Regarding the maintainability of the petition also. time has brought about a sea-change. The present Article 226 of the Constitution was not before the learned Single Judge. In that view of the matter, that judgment of the learned Sirgle Judge, though palpably supporting the say of Mr. Vyas, ultimately does not stand him in good stead. In this connection Mr. Vyag also urged that at any rat4-- the petitioners, who are shareholders, also are entitled to raise their voice. I would not errtertablk their prayer in that capacity of shareholders also because all these years, they have connived at and suffered from time to time appointments of Directors at the hands of the Joint Registrar. As said above, noteworthy chauges had come to be made when the tkird order dated 29-10-1975 had come to be passed and far-reaching changes had come to be effected when Annexure 'A' had come to be passed. At that time. these petitioners In their capacity as shareholders took the things lying down. They allowed the new office-bearers to assume office and go on ivith the management. If as share holders they have accepted one position, they cannot be allowed now to change the same and raise the bogey of the shareholders' conscience being revolted at the order Annexure B. To me, it appears all eye-wash. Mr. Vyas had in this connection also urged that Section 74 of the Gujarat Co-operat, e Societies Act, 1961 recognised the right of the management as vested in a committee and so this petition is maintainable. However, as said above, the Committee whose right Isspoken of in Section 74 is the committee constituted in accordance with bye-laws and the committee appointed under the impugned order, Annexure B would also be a committee under Section 74.

15. The above-mentioned preliminary objections should dispose of this petition, but I propose also to deal with the question of hiterpretation. . The two rival interpretations placed on the bye-laws No. 21 (2) have been fully oat out by me. Mr. Vyas emphasised on the centiowdonof the first Board of Dh*ctors and also on the phrase 'such noininated Board'. In his submission the entire reading of this bye-law No. 21 (2) shows that what was intended was the continuance of the first Board of Directors whose initial term could be extended in anticipation of the holding of the elections, if the Govt. thought that the time was not ripe for holding those elections. I would frankly state that there is something to be stated in favour of this interpretation. However, at the same time I do not find that the interpretation placed on this bye-law No. 21 (2) by the Joint Registrar and accepted so far, if not acquiesced in, by the shareholders and others, is absolutely unreasonable. The interpretation relied upon by the respondents can be.supported by the phrase 'may extend the period of such nominated Board from time to time.' The extension of time presupposes the initial appointment for a fixed duration. Mr. Vyas, however, in this connection laid emphasis on the phrase 'such nominated Board.' Under the fundamen,tal principles of interpretation a singular may include plural and plural may include singular. If we read the relevant words as follows, there can be no difficulties:-

and thereafter the Registrar may extend the period of such nominated Boards from time to time as deemedfit.'

The interpretation placed on bye-law No. 21 (2) by the joint Registrar cannot be said to be in any way unreasonable. It is to be noted that when a State law is to be interpreted by the Supreme Court, the latter court attaches considerable weight to the interpretation placed on the State's statute by the State Courts. On the abcre analogy. we can say, that when a contract-the bye-law for this purpose is accepted by me as good as a contract and no more - is interpreted by the party concerned for a pretty long time in a particular method, a court of law while sitting to interpret that contractual phrase should attach considerable weight to the accepted interpretation of that contractual phrase or clause and unless inevitable should not interfere with the established connotation of the established phrase. As far as the b*e-law No. 21 (2) of the present society is concerned, the interpretation placed by the Government has ruled the held for more than three years. All have accepted out any murmur the odd interpretatlom As said above, even the petosen took it lightly and on the last occasion they welcomed and courted it. This interpretation accepted so far is not in any way unreasonable or improper or revolting to the judicial conscience, if I may say so. If it be so, there, is no occasion for me to set aside the said interpretation, I emphasise at this stage that I accept the interpretation of bye-law No. 21 (2) asis applicable to this society, but if the very phrase or the very body of bye-law comes to be employed by and other society, this court may, in the facts and circumstances of that case, adopt the interpretation placed by the petitioners herein. I accept the interpretation only for the limited purpose of interpreting this bye-law of this society and this observation of mine I-, not to be carried beyond this.

16. In above view of the matter, the allegations of mala fides are not required to be examined by me I would, however, hasten to add that political reshuffling might have something to do with this as it appears to be the case even when the order Annexure A had come to be passed. The timings of Annexure A & B at any rate have given a good ground for the petitioners to smell of the political under-, currents or overtones and they cannot be blamed for it. 1, on in-, part, refrain from expressing any opinion one way or the other in view of the decisions of mine on the above three major points dealt with by me. In above view of the matter, the petition fails and is dismissed. But in the facts and circumstances of this case, there will -be no order as to costs.

17. At this stage, Mr. Visa for the petitioners urged that the petitioners are desirous of moving the Division Bench of this Court under Letters Patent and the stay granted be continued. Mr. H. L. Patel for the respondents Nos. 4 to 15 assured us at the Bar that till 24th June evening, the new Board as constituted under Annexure B would not spend any amount out of the funds of the society. In view of this statement, no stay is required and the petitioners are at 14berty to move the Division Bench and pray for the appropriate orders.

18. In view of the final dismissal of this petition, no order is now called for on the civil application No. 2085 of 1977.

One uncertified copy of the judgment is ordered to be given to the advocate for the petitioners immediately, on usual charges.

19. Petition dismissed.


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