Judgment · High Court · 2008

The Assistant Registrar of the Co-operative Societies, i.e. the responde nt No. 3, has filed affidavit in opposition and so also by the respondent Nos. 5 , 6 and 7 who are the Board of Directors, Managing Director and the Chairman of the Bank. Respondent Nos. 10, 11 and 12 have also filed affidavit in opposition. In the affidavits, the plea of the petitioners that there has been violation of Rule 22 of the Bye-laws, has been denied. According to the respondents due en quiry was carried out in respect of the manner and method of conducting the AGM and on the basis of such enquiry it was found that the AGM/election was held acc ording to the Rules and consequently necessary approval thereto was accorded. Ac cording to the respondents in the first meeting held on 26.05.07 all the agenda except the election agenda were completed peacefully, but the item No. 6, i.e. e lection of new Board of Directors, had to be adjourned due to unexpected circums tances. It is their stand that notice relating to adjourned meeting scheduled to be held on 08.06.07 was forwarded to all the members of the Bank by publishing in three leading news papers, namely Assam Tribune, Dainik Assam and Asamia Prat idin. Same was also telecasted through Guwahati Doordarshan and N.E. Television. The notice was also displayed by way of banner etc. Moreover, the next date of adjourned meeting was notified on the date of the first meeting itself, i.e. 26. 05.07, at the end of the meeting.

It is the specific case of the respondents that since the petitioner had attended on 26.05.07, they had full knowledge of the date of the adjourned meet ing, i.e. on 08.06.07. It was intimated that adjourned meeting would be held on

08.06.07 in the same venue and at the same time.

The petitioners have filed an affidavit in reply to the affidavit in opp osition filed by the respondent No. 3. It is their stand that since there was no proper notification of the adjourned meeting, they could not participate in the election held on 08.06.07. According to them, inspite of publication of the not ice in three news papers, they were not aware of the date of the adjourned meeti ng.

I have heard Mr. B.C. Das, learned Sr. counsel assisted by Ms. P. Barman , learned counsel for the petitioners as well as Mr. I. Choudhury, learned couns el representing the respondents No. 5, 6 and 7. I have also heard Mr. B. Ahmed, learned counsel representing the respondent No. 10, 11 and 12. Ms. R. Chokrabort y, learned Addl. Sr. G.A. made her submission on behalf of the respondents No. 1 , 2, 3 and 4. I have considered their submissions and so also the materials on r ecord.

Mr. Das, learned counsel for the petitioners confining his argument rela ting to violation of the procedure laid down in Rule 22 of the Bye-laws, submitt ed that the question is not what has been done, but what should have been done t owards holding of the adjourned meeting. His submission is that when Rule 22 of the Bye-laws envisages the particular manner of holding the adjourned meeting, n o amount of publication of notice in the newspaper and/or other method would val idate holding of the AGM held contrary to the procedure laid down in the said Ru le. In this connection, he has placed reliance on the decision of the Apex Court reported in AIR 1965 SC 895 (Raza Buland Sugar Company vs. Municipal Board, Ram pur).

Mr. I. Choudhury, learned counsel for the respondents No. 5, 6, and 7 on the other hand upon a reference to the factual aspects of the matter as reflect ed in the affidavit in opposition, submitted that Rule 22 of the Bye-laws is not applicable to the case. He submitted that even if same is held to be applicable , there being substantial compliance of issuance of notice, the AGM held in the adjourned meeting and the approval thereof cannot be faulted with. He placed re liance on the decision of this Court reported in 1994 (1) GLR 1 (Nalin Ch. Hazar ika vs. State of Assam). Rule 22 of the Bye-laws is the center of controversy. S ame is quoted below: (cid:28)22. ADJOURNMENT OF MEETING : If within half an hour from the fixed for a meeti ng of the General Assembly a quorum is not present, the Chairman shall, if the m eeting has been called at the requisition of member, dissolve it, but in any oth er case it shall sand adjourned to a date not less than seven days and not more than fourteen days later as may be decided by the Chairman and the business to b e transacted at the adjourned meeting shall be the same as that proposed for the original meeting. At least seven days notice of such an adjourned meeting speci fying date, hour and place shall be forwarded to all members of the General Asse mbly, provided that no business transacted at an adjourned meeting shall be deem ed invalided on account of non receipt of the notice by a member in due time. At such an adjourned meeting if a quorum is not present, any business may be trans acted by a majority of three fourth of the members present and entitled to vote . (cid:29)

Rule 22 comes into operation if within half an hour from the time fixed for the meeting of General Assembly the quorum is not present. In such an eventu ality, the Chairman shall, if the meeting has been called at the requisition of the members, dissolve it, but in other cases the meeting shall stand adjourned t o a date not less than 7 days and not more than 15 days later and the business t o be transacted at the adjourned meeting shall be same as that proposed for the original meeting. In the instant case, the meeting was not adjourned because of lack of quorum, but was adjourned due to some other reasons. While it is the ca se of the petitioners that the meeting had to be adjourned due to bomb blast in nearby area, but according to the respondents, the meeting had to be adjourned n ot because of any bomb blast, but because of unruly behaviour of the petitioner No. 1 and his followers who rushed to the Dias and used abusive language against the officials. The petitioner No. 1 and his followers were infuriated because o f rejection of nomination of the petitioner No. 1 by the Returning Officer. In t he said meeting all the agenda items except the item No. 6, i.e. election of the new Board of Directors, were transacted upon. The meeting was not adjourned bec ause of lack of quorum, but because of the aforesaid incident. Apart from the fact that the date, venue and time of the adjourned meeti 13. ng was indicated in the first meeting on 26.05.07, same was also dully notified by publishing notice in three news papers which are admitted widely circulated. Inspite of such notice to which there is no denial on the part of the petitioner s, if they failed to participate in the election conducted on 08.06.07, they can not take recourse to the procedural aspect of Rule 22 of the Bye-laws. Rule 23 ( iv) of the Assam Co-operative Societies Rules, 1953 provides for adjournment of meeting in the event of dis-order to such a date and time as he may think fit su bject to however, the provisions of the Bye-laws.

While it is the case of the respondents that the adjourned meeting was t o be held as per the provision of Rule 23 (iv) and that Rule 22 of the Bye-laws is not applicable, it is the case of the petitioners that since operation of Ru le 23 (iv) of the Rules 1953 is contrary to the provision of Bye-laws, the proce dure laid down in Rule 22 must be followed. At the first instance, Rule 22 of the Bye-laws is not at all applicable 15. in the instant case about which discussions have been made above. The meeting he ld on 26.05.07 was not adjourned on account of any lack of quorum, but was adjou rned on altogether different grounds. In the meeting itself it was notified that the adjourned meeting would be held on 08.06.07 at the same venue and at the sa me time. It is also on record that nomination of the petitioner No. 1 was reject ed by the Returning Officer in the meeting held on 26.05.07. Except the agenda i tem relating to election, all other agenda items were transacted on that day. Apart from the aforesaid intimation relating to the adjourned meeting da 16. ted 08.06.07 confining the same only to the election, same was also notified in three leading news papers. It was also notified in Guwahati Doordarshan and N.E. Television. It is not the case of the petitioner that there was no notice in th e newspaper, but their feeble plea is that they were not aware of any such notic e published in the news papers. If they were unaware about the adjourned meeting inspite of such notice, they will have to thank themselves. In the normal circumstances an election held should not be interfered wi 17. th lightly. In the instant case, the election was held on 08.06.07 and in the el ection new set of members have been elected. Such election has already been appr oved by the competent authority. During the course of hearing, it was submitted that the total number of share holders is about 4000. None of the share holders who participated in the proceeding except the three writ petitioners has any ra ised objection to the meeting held on 08.06.07. Coupled with this, the fact that the nomination of the petitioner No. 1 was rejected by the Returning Officer, l eads to the irresistible inference and conclusion that the entire effort of the petitioners is somehow to thwart the process of election which has attained its finality.

Even assuming that Rule 22 of the Bye-laws is applicable to the present case, it cannot be said that the procedure envisaged therein has been violated. The procedure to be followed is not to be looked into in the perspective of mere technicality. The requirement of Rule 22 is to give notice in respect of the ad journed meeting. Learned counsel for the petitioner emphasized on the provision relating to forwarding of notice of the adjourned meeting to all the members of the General Assembly. In my considered opinion such (cid:28)forwarding of notice (cid:29) canno t be construed as a notice only by hand. It can be by other mode also. The notic e relating to adjourned meeting apart from being notified in the first meeting h eld on 26.05.07 was also notified in the news papers, Guwahati Door Dorshan and N.E. Television and the same was also displayed in the banner etc. Such notice w ill have to be considered to be the notice forwarded to all the members of the G eneral Assembly. Any other interpretation may lead to deferment of transaction o f business of Assembly on ground of non receipt of notice personally, as is sou ght to be conveyed by the learned counsel for the petitioner.

There is no quarrel with the proposition of law laid down by the Apex C ourt in Raja Buland Sugar Company (supra). That was the case relating to connota tion of the meeting (cid:28)shall (cid:29) and as to whether the was same in the context of man datory or directory requirement. In the instant case, apart from the fact that R ule 22 is not applicable, even in case of application of the same, there being s ubstantial compliance of the procedure laid down therein, no fault can be attrib uted to the adjourned meeting held on 08.06.07.

In Nalin Ch. Hazarika (supra) on which learned counsel for the respond ents No. 4, 5 and 6 has placed reliance, the Division Bench of this Court held t hat the adjourned meeting is, in the eye of law, continuation of the former meet ing. This decision has been pressed into service to emphasize that since the adj ourned meeting on 08.06.07 was in continuation of the earlier meeting, the petit ioners must have had knowledge relating to the date, venue and time of the adjou rned meeting and the plea taken in the writ petition contrary to the factual po sition is not sustainable.

For all the aforesaid reasons, discussions and conclusions, there is no merit in the writ petition and consequently, it is liable to be dismissed which I accordingly do.