R. Parthasarathy v. The State of Tamil Nadu

For Petitioner: Mr.T.V. Ramanujanin all WPs Senior Counsel for Mr.T.V. KrishnamachariFor Respondents 1to3: Mr. Hazan Fizal,in all WPs Govt. Advocate Respondent-4: Mr. Sriram Panchu in all WPs Senior Counsel for M/s.T. Mohan & S. DevikaCOMMON JUDGMENTP.K. MISRA, JThese five writ petitions have been filed by the samepetitioner against the same respondents for quashing five differentGovernment Orders. All the writ petitions were heard together andraise some common factual and legal disputes and, therefore, allthese writ petitions are disposed of by this common judgment.2. The dispute relates to affairs of the "Music Academy",which was registered as a Society under the Societies RegistrationAct, 1860 (hereinafter referred to as "the old Act") on 21.8.1929.The seemingly never ending controversy had come to the High Court inan earlier round of litigations wherein several writ petitions hadbeen filed including W.P.No.17341 of 2003 filed by the present writpetitioner. All such writ petitions and the connected writ appealwere disposed of by a common judgment dated 23.9.2005. (Judgment isreported in 2005-4-L.W.67). Some of the conclusions in the aforesaidjudgment, relevant for the present matters, are extracted hereunder :-"45. In the light of the aforesaid discussions and inthe interest of justice and more particularly in the largerinterest of the Music Academy, our conclusions anddirections are as follows :-(i) As per the provisions contained in the Act,management of a Society has to vest in a Governing body ora Managing Committee consisting of elected members and theterm of such elected members cannot exceed three years.Therefore, there is no question of any bye-law providingterm of six years for any Trustee. https://hcservices.ecourts.gov.in/hcservices/ (ii) As per the provisions of the Act, the GoverningBody/Committee can consist of only elected members.Therefore, the question of having any nominated Trustee inthe Governing Body/Committee cannot arise, as any suchprovision would be contrary to the provisions of the Act.The Trustees are also required to be elected.(iii) Show cause notice has been issued primarily forthe purpose of superseding the Committee. As submitted bymost of the Counsels, including the learned AdditionalAdvocate General, most of the troubles afflicting the MusicAcademy can be set right by holding a election for theCommittee....(xi) The restriction imposed in 1989 bye-law to theeffect that a member in order to be eligible to contestmust be a member for three years would not be applicable.(xii) The election shall be for the following Officebearers :-(1) one President (2) Four Vice-Presidents (3)TwoTrustees (4) Four Joint Secretaries (5) one Treasurer, and(5) Twelve other members. No subordinate court shallentertain any pre-election dispute."3. It is not in dispute that pursuant to the observationsand directions contained in the said decision, an election wassuccessfully held under the guidance and control of Justice K.P.Sivasubramaniam, retired Judge, who had been nominated as Observer,and the elected Office-bearers have subsequently taken charge. So farso good. Some controversies, mostly avoidable, still persist.4. W.P.No.21416 of 2007 is filed for quashing G.O.Rt.No.362,Commercial Taxes and Registration (M1) Department, dated 15.4.2006.The English translation of said G.O., (as furnished by the counselfor the Music Academy) is to the following effect :-"Orders are issued amending the G.O. in the 2ndreference cited above, on the basis of the report of the IGRegistration in the 3rd reference cited hereunder, ashereunder:2. In pursuance of the judgment of the High Court,Madras in WA.1078/03 dated 23.9.2005, elections were heldto the Executive Committee of the Music Academy, Madras. https://hcservices.ecourts.gov.in/hcservices/ Office bearers of the Society were duly elected. It wasfurther observed in the judgment that though amendments tothe Society's bye-laws had been effected in 1979, they hadnot been registered under Section 12(3). On that basis,the IG (Registration) had communicated his views by hisletter in the 1st reference cited above. On examining hisviews and on that basis, since it was informed that therewas delay in filing he resolutions amending its bye-laws,in view of the delay, orders were issued in the 2ndreference cited above, granting exemption from Rule 26 ofthe Tamil Nadu Societies Registration Rules, 1978.3. The IG Registration in his letter in the 3rdreference cited above, has stated that the resolution saidto have been passed by the Music Academy amending the bye-laws had been given effect to under Section 12(3) of theTamil Nadu Societies Registration Act, 1975 that itappeared from the original records of the Academy that thespecial resolution / amendment to bye-law had been filedfor registration with the District Registrar on 2.2.1979that according to the Society there was no delay in filingthe above records and it could be considered that there wasno necessity to issue an order granting exemption from theRules as in the G.O. in the 2nd reference cited above.Moreover, he has informed that there are no recordsmaintained in order with the District Registrar.4. In the above stated circumstances, the DistrictRegistrar, Chennai (Central)has personally verified theoriginal records of the Music Academy, Chennai andaccepting that the attested copies of the Specialresolution bye-law amendments had been registered on2.2.1979, the IG (Registration) has recommended that theentries can be taken on record.5. Accepting the recommendation of the I.G.(Registration) and the light of the fact that the specialresolution dated 21.1.1979 had been registered by theRegistrar taken on file by registering the same on2.2.1979, the IG (Registration) is hereby informed that theDistrict Registrar may be permitted to take on record theentries in this regard." https://hcservices.ecourts.gov.in/hcservices/

5. W.P.No.21417 of 2007 is filed for quashingG.O.Rt.No.329, Commercial Taxes and Registration (M1) Department,dated 31.3.2006. The English translation of said G.O., (as furnishedby the counsel for the Music Academy) is extracted hereunder :-"In pursuance of the judgment of the High Court, Madrasin the first reference cited above, election was conductedto the Executive Committee of the Music Academy. Theofficers of the Society were thus elected. Moreover, in thesaid judgment, you will observe that though the 1979 bye-laws were amended, they had not been registered with theRegistrar of Societies under Section 12(3). Therefore,Music Academy have now requested that the above bye-lawamendments be registered.2. Since the bye-law amendments have not been filedwith the Registrar of Societies within 3 months of thepassing of the Resolution to amend the bye-laws as requiredunder the Tamil Nadu Societies Registration Rules and asrequired under Rule 26 of Tamil Nadu Societies Rules 1978enacted under the Tamil Nadu Societies Registration Act,1975, in view of the delay, the I.G. (Registration) hasrequested the Government to issue orders exempting from thescope of Rule 26 of the Tamil Nadu Societies RegistrationRules 1978 by condoning the delay and accepting the bye-lawamendments made on 2.2.1979.3. The Government has decided to accept the request ofthe I.G. (Registration) and exempt from Rule 26 of the TamilNadu Societies Registration Rules 1978 to enable theresolution amending the bye-laws adopted in the year 1979which have not been filed for the delay till the date ofissuance of this Government order. Therefore, orders areissued in exercise of the powers under section 54(1) of theTamil Nadu Societies Registration Act 1975 by the Governmentof Tamil Nadu to exempt Music Academy, Madras (RegistrationNo.7/1929-30) from Rule 26 of the Tamil Nadu SocietiesRegistration Rules 1978."6. G.O.Rt.No.227, Commercial Taxes and Registration (M1)Department, dated 27.2.2006 is the subject matter of W.P.No.21418 of2007. Under the said G.O., the State Government in exercise of the https://hcservices.ecourts.gov.in/hcservices/ powers conferred by sub-section (1) of Section 54 of Tamil NaduSocieties Registration Act, 1975 (Tamil Nadu Act 27 of 1975),hereinafter referred to as "the Act", has exempted the "MusicAcademy", ". . . from the provisions of Rules 17(2), 22 and 26 ofthe Tamil Nadu Societies Registration Rules, 1978 so as toenable the said society for having filed the documentsspecified in sub-section (3) of Section 16 of the said Actfor the years 1987-88 to 2001-2002 along with Form VII andamendment to bye laws with the District Registrar on10.2.2006."7. W.P.No.21419 of 2007 is for quashing G.O.Rt.No.494 dated16.5.2006. Under the said G.O., the State Government in exercise ofthe powers conferred by sub-section (1) of Section 54 of the Act hasexempted The Music Academy, ". . . from the provisions of Rules 17(2)and 22 of theTamil Nadu Societies Registration Rules, 1978 for havingfiled belatedly the documents specified in sub-section (3)of Section 16 of the said Act for the years 2002-03 to2004-2005 along with Form VII with the District Registraron 5.5.2006 and also for having convened the Annual GeneralBody meeting belatedly on 30.4.2006."8. W.P.No.21420 of 2007 is for quashing G.O.Rt.No.327,Commercial Taxes and Registration (M1) Department, dated 31.3.2006.Under the said G.O., the State Government in exercise of the Act hasexempted the Music Academy, " . . . from the provisions of Rule 26 of the TamilNadu Societies Registration Rules, 1978 for having filedbelatedly the amendment to bye laws with the DistrictRegistrar on 16.6.1989."9. All the writ petitions contain same averments. The maincontentions raised are to the following effect :-(1) All the G.Os have been mechanically passed and are contraryto the findings of the High Court in the decision reported in 2005-4-L.W.67.(2) Fresh Memorandum of Association and bye-law of the year 1979could not have been accepted as those were contrary to the provisionsof the Tamil Nadu Societies Registration Act, 1975 and suchMemorandum of Association and bye-law of the year 1979 being null andvoid, could not have been taken on file. https://hcservices.ecourts.gov.in/hcservices/ (3) The Memorandum of Association purportedly adopted in 1979has the effect of replacing the first Memorandum of Association ofthe year 1929, which is not contemplated.(4) In earlier round of litigations the Division Bench has heldthat the purported amendment of bye-laws in 1979 had not beenregistered and the present G.Os have been passed in clearcontravention of the conclusions of the Division Bench on the earlieroccasion.(5) Amendment of the bye-laws proposed by the ExecutiveCommittee seek to amend "the bye-laws as amended in 1979" and sincein the eye of law there was no amendment of bye-laws in 1979, suchproposal for amendment cannot be countenanced.(6) The person who had signed as the Registrar of the Society inthe year 1979 was not the concerned Registrar of Society havingjurisdiction over the matter.10. In the common counter affidavit filed on behalf of theRespondents 1, 2 and 3, sworn to by 3rd respondent, it is submittedthat the amendment to the Memorandum of Association and the bye-lawsof the Music Academy was carried out as per Section 12 of theSocieties Registration Act on 21.1.1979 and the same was filed beforethe Registrar of Society on 2.2.1979 and amended Memorandum ofAssociation and bye-laws were taken in view of G.O.No.362 dated15.4.2006 and a direction was issued by the Inspector General ofRegistration vide letter dated 6.4.2006 to the Registrar of Societiesto take the amendments to bye-laws on record. It has been indicatedthat the amendment to the Memorandum of Association and bye-laws ofthe Society had been duly filed before the Registrar of Societieshaving jurisdiction on 2.2.1979 as evident from the original recordsmaintained by the Music Academy and also from Form III maintained bythe registered Society. It is therefore submitted that in such viewof the matter there is no necessity to pass an order relating tocondonation of delay in the above matter. It has been thereforestated that the statement which had been made in the additionalcounter affidavit filed in earlier writ petitions, which weredisposed of as per the judgment reported in 2005-4-L.W.67, were thepersonal opinion of the the then Registrar of Society, but therecords indicate that the amendment had been filed.11. The Music Academy in its counter has stated thatcertain anomalies having been noticed in the earlier round oflitigations the proposal for amendments had been made to bring thebye-laws in consonance with the provisions of the statute and only toremove such anomalies, amendments have been proposed. It has beenfurther stated in the counter affidavit that the petitioner cannot https://hcservices.ecourts.gov.in/hcservices/ seek to challenge the matters which were adopted even before thepetitioner became a member of the Music Academy. It is furthersubmitted that all the contentions are only technical contentionsraised by a disgruntled member having no real substance.12. Even though five Government Orders, which have beennoticed earlier, have been challenged by filing five separate writpetitions, the main thrust of the attack by the petitioner is on thevalidity of G.O.Ms.No.362 dated 5.4.2006 and G.O.Ms.No.327 dated31.3.2006. Validity of other three G.Os has also been challenged ongeneral ground contending that there was no justification for theState Government to invoke power under Section 54 of the Act.13. Before considering the main issues raised by thepetitioner, it is necessary to take note of the relevant provisionsof such Act as well as the Tamil Nadu Societies Registration Rules,1978 (hereinafter referred to as "the Rules"). As already indicated,the Society in question was registered under the SocietiesRegistration Act, 1860, which was a Central Act. Under Section 2(h), "registered society" means a societyregistered or deemed to be registered under the Act. Under Section 2(a), "committee" means the governing body of a registered society towhom the management of its affairs is entrusted. Under Section 2(f)"memorandum" means the memorandum of association of a registeredsociety as originally framed and as amended, from time to time, inpursuance of the provisions of this Act. As per Section 2(g),"officer" includes any trustee, director, manager, treasurer,secretary, assistant secretary or member of the committee, or anyperson authorised by the bye-laws of the registered society to bringor defend any action or other legal proceedings touching orconcerning any property, right or claim of the registered society.As per Section 2(j) "special resolution" means a resolutionpassed by a majority of not less than three-fourths of such membersof a registered society entitled to vote.Section 12 is extracted hereunder :-"12. Amendment of memorandum and bye-laws.- (1) ARegistered society may, by special resolution, amend theprovision of its memorandum relating to the objects of theregistered society so far as may be required to enable it -(a) to carry on the administration of the registeredsociety more economically or more efficiently; or'(b) to attain its main purpose by new or improvedmeans; or https://hcservices.ecourts.gov.in/hcservices/ (c) to amalgamate with any other registered society;or(d) to divide itself into two or more societies.(2) A registered society may, by special resolution,amend its bye-laws.(3) An amendment of the memorandum or the bye-lawsshall be registered and on such registration shall takeeffect from the date of the passing of such specialresolution.(4) If the Registrar is satisfied that any amendmentof the memorandum or the bye-laws is not contrary to theprovisions of this Act, or the rules made thereunder, hemay register the amendment. When the Registrar registersan amendment of the memorandum or the bye-laws, he shallissue to the registered society a copy of the amendmentcertified by him, which shall be conclusive evidence thatthe amendment has been duly registered."14. As per Section 15, every registered society shall havea committee of not less than three members to manage its affairs. Asper Section 15(3), the members of the committee shall be appointed ata meeting of the society by a resolution of a majority of the memberspresent and entitled to vote and as per Section 15(4) the term ofoffice of the members of the committee shall not exceed three yearsfrom the date of their appointment. However, as per Section 15(5),the members of the committee shall be eligible for re-appointment.15. As per Section 27, a copy of every special resolutionshall be filed with the Registrar within such time as may beprescribed. As per Rule 14, every application made to the Registrarfor registration of an amendment of memorandum of bye-laws shall beaccompanied by a copy of the special resolution relating to theamendment with the date of passing of such resolution. Section 34 defines the power of the Registrar to call forinformation or explanation and Section 34-A empowers the Governmentto supersede the committee and appoint a person as a Special Officerto manage the affairs of the society for a specified period notexceeding one year. Such period can be extended from time to timebut not for a period more than three years in the aggregate.Under Section 36 the Registrar has the power to inquire into theaffairs of the registered society. Sections 37 and 38 empowers theRegistrar to cancel the registration of a society. Under Section 40steps for winding up can be taken. Sections 46, 47 and 48 containpenal provisions for certain infractions. Section 49 empowers the https://hcservices.ecourts.gov.in/hcservices/ Registrar to condone the delay. As per Rule 48 such further time tobe extended shall not exceed three months. 16. Rules 49 and 50 are extracted hereunder :-"49. Acknowledgment of registration and documents.-(1) Upon the registration of a society or on the filing ofany document required to be filed under the Act or theserules, the Registrar shall grant to the society anacknowledgment.(2) On every document filed under the Act or theserules, the Registrar shall endorse the followingparticulars, namely:-(a) the number borne by the society on the register;(b) the name of the society;(c) the description of the document;(d) the serial number of the document; and(e) the date of filing.The Registrar shall also affix his signature and theseal of his office to such document.50. Filing of documents.- (1) The Registrar shallexamine every list, statement, intimation, notice or otherdocument received by him which is required by the Act ofthese rules to be registered, recorded, or filed and if hefinds any such list, statement, intimation, notice or otherdocument to be defective or incomplete in any of theparticulars required by the Act or these rules, he shallreturn it to the party or society tendering it, for duerectification or completion and until, such list,statement, intimation, notice or other document is sorectified or completed he shall not register, record orfile the same.(2) A separate file shall be maintained in respect ofeach registered society, in which all documents relatingthereto received from time to time, by the Registrar shallbe filed in chronological order, that is, in the order ofthe dates on which they are received by the Registrar."17. Section 54 is extracted hereunder :-"54. Exemption.- The Government may, by general orspecial order whether prospectively or retrospectively, -(1) exempt from all or any of the provisions of thisAct or from any rule made under this Act, or https://hcservices.ecourts.gov.in/hcservices/ (2) direct that any such provision or any such ruleshall apply with such modifications as may be specified inthe order, to any society or registered society or class ofsocieties or of registered societies."Section 56 contains the power of the Government to frame Rules.18. All the Government Orders, which have been attacked bythe petitioner, have been passed by the Government in purportedexercise of power under Section 54(1) of the Act. Under G.O.227dated 27.2.2006, reference has been made to the fact that auditedaccounts of the society for the years between 1987-88 to 2001-2002had been filed belatedly. Similarly it has been noticed thatamendments to the bye-laws had been filed with the District Registraron 10.2.2006 instead of on 11.7.1982 and 14.11.1992. On the basis ofthe recommendation made by the Inspector General of Registration, theGovernment in exercise of power under Section 54(1) has exempted thesociety from the provisions of Rule 17(2), 22 and 26 of the Rules "soas to enable the said society for having filed the documentsspecified in sub-section (3) of Section 16 of the said Act for theyears 1987-88 to 2001-2002 along with Form VII and amendment to byelaws with the District Registrar on 10.2.2006."Rule 17 relates to filing of copy of the register of members andnotice of change of members or the committee. Rule 22 relates tofiling of documents specified in Section 16(3)(a) i.e., relating tofiling of the accounts and balance-sheet. Rule 26 relates to copy offiling of special resolution within three months from the date ofpassing of such resolution.19. As a matter of fact, a notice had earlier been issued,which was the subject matter of discussion in the earlier round oflitigation as apparent from the judgment reported in 2005-4-L.W. 67.In fact the notice issued had been challenged earlier and it wasobserved by the Division Bench that it may not be necessary for theGovernment to pursue with such notice. Be that as it may, under theimpugned G.O., the Government in purported exercise of Section 54(1)has exempted the Society from application of these rules. In otherwords, such belated filing has been condoned. There is no disputethat such power is vested with the Government. There is nothing toshow that such power has been exercised arbitrarily or in acapricious manner. As a matter of fact the observations made by theDivision Bench on the earlier occasion clearly indicate thesentiments of the court that all those past violations of the Rules,which were more or less technical in nature, need not be raked up. 20. G.O.No.327 dated 31.3.2006 relates to similar exerciseof power relating to belated filing of amendment of bye-laws which https://hcservices.ecourts.gov.in/hcservices/ had been effected in 1989. Similar exemption has been granted inrespect of the provisions of Rule 26 of the Rules.21. No substantial assertion has been raised to assailthese G.Os., save and except by contending that those GovernmentOrders were mechanically passed in contravention of the order passedearlier by the Division Bench. The petitioner himself become amember of the Society in the year 1999. Most of the events referredto in these G.Os had occurred even before the petitioner had become amember of the Society. We do not find any justification for thepetitioner to rake-up those issues. Moreover, the petitioner has notat all pointed out as to how his interest as a member of the Societyis adversely affected by such exemption granted by the Government.Whether there was any infraction of the Rules and whether any actionhas been taken or not is a matter between the Government and theSociety and if the Government in its wisdom thought it fit to pass anexemption order, there is hardly any scope for interference by theHigh Court in such matters, particularly at the instance of a personwho was not even a member of the Society at the time when most of thealleged infractions took place. We therefore find no merit inW.P.Ns.21418 and 21420 of 2007 which are liable to be dismissed.22. To be fair enough to the learned Senior Counsel for thepetitioner, learned counsel has concentrated his attack on G.O.No.327dated 31.3.2006, G.O.No.329 dated 31.3.2006, G.O.Rt.No.227 dated27.2.2006, G.O.Rt.No.494 dated 16.5.2006 and more vigorously onG.O.Rt.No.362 dated 5.4.2006. The main plank of his submission is tothe effect that under the first G.O., namely G.O.Rt.No.329 dated31.3.2006, the Government purported to exempt late filing of theamendment of the bye-laws which had been effected on 21.1.1979 andpurportedly filed on 2.2.1979. It is contended by him that in theearlier round of litigation it had been categorically held that therehad been no such amendment of the bye-law and, therefore, under theimpugned G.Os., the Society is trying to resuscitate the bye-lawwhich had never been accepted in accordance with law.23. The other plank of his attack is to the effect thatunder the amendment of bye-laws in 1979, the Society had purported toamend the memorandum of association by substituting new names asfounding members of the Society. He has submitted that when theSociety was registered in 1929, names of the founding members hadbeen indicated in the memorandum of association and while amending,the Society has purported to even change the names of the foundingmembers. It is submitted by him that no such amendment to thememorandum of association can ever be contemplated in law as thefounding members continue as founding members for ever and if at all https://hcservices.ecourts.gov.in/hcservices/ such names are replaced it must be taken there has been a new society.24. Learned Senior Counsel has invited our attention tovarious observations made by the Division Bench in the decisionreported in 2005-4-L.W. 67 to which one of us was a party (P.K.Misra, J). Relevant portions of the earlier judgment are to thefollowing effect :-"4. It is claimed on behalf of the Music Academy thatthe new Memorandum of Association and bye-laws were adoptedat the Extra-ordinary General Body Meeting of the Societyheld on 21.1.1979. The applicability/validity of suchamended bye-laws are being called in question by somemembers and/or the office bearers or even the statutoryauthorities.5. ... The bye-laws as amended on 21.1.1979 have beenfiled with the Registrar on 7.2.1979. However, amendedbye-laws have not been registered. It is, however, not indispute that in spite of non-registration of such amendedbye-laws, the affairs of the Music Academy were beingmanaged in accordance with such provisions and theelections to various office bearers and nomination oftrustees were taking place accordingly.6. ... At that stage, R. Parthasarathy, a life Member,the petitioner in W.P.No.17341 of 2003, had written twoletters dated 28.8.2001 to the District Registrar seekingfor certified copies of the bye-laws and the certified copyof Form-VII (list of office bearers), particularly, hewanted Memorandum of Bye-laws adopted by the Extra-ordinaryGeneral Body Meeting held on 21.1.1979, amendment to bye-law dated 28.5.1989 and amendment to bye-law dated31.5.1992. Apparently at that stage it was discovered thatamendments to the bye-laws had not been registered andpursuant to the query from the District Registrar, theMusic Academy through its Secretary gave reply dated5.11.2001, enclosing several documents, including MembersList in Form VI and Form VII and upto date list of membersas on 31.5.2001. In such letter, it was also prayed forcondoning the delay in filing the documents and theSecretary further assured that the Academy would be promptin filing the returns in future. Subsequently, the MusicAcademy on 11.1.2002 wrote a letter to the InspectorGeneral of Registration requesting for condonation of delayin filing the annual returns for the years 1989 to 2001."On the basis of various contentions raised, the Bench at thatstage raised the following questions :- https://hcservices.ecourts.gov.in/hcservices/ "20. In the above maze of numerous litigations andcounter litigations, the basic questions which are requiredto be considered are as follows :-(1) Whether the bye-laws purported to have been amendedin 1979, 1989 and 1992 can be considered to be valid andeffective and, whether the Executive Committee elected in2001 on the basis of election based on such Bye-Laws can besaid to be a properly constituted Executive Committee.(2) Whether the observation made by the DistrictRegistrar that only Memorandum of Association of 1929 isvalid, is correct or such observation is required to bemodified in any manner? and(3) Whether any interference is called for in thematter relating to issuance of show cause notice underSection 34-A of the Act ?(4) Whether the order impugned in W.A.No.1078 of 2003is sustainable ?Regarding amendment of bye-law in 1979, it was observed:-"27. Lot of controversies have been raised regardingthe manner of selection of the Trustees. Some of the officebearers are designated as Ex-Officio trustees. Apart fromthe above, as per 1979 bye-laws certain Trustees are alsonominated. A reading of Sections 14 and 15 of the Act wouldleave no room for doubt that the management of the Societyhas to be vested in a Committee to be elected by all themembers of the society. Therefore, there is no scope forhaving any nominated trustee far less there is any scope forproviding that such nominated trustees would become membersof the Managing Committee. Apart from the abovecontradiction between 1979 bye-laws and the provisionscontained in the Act, the fact remains that such 1979 bye-laws had not been registered. Therefore, there is no scopefor holding that any person could be nominated as Trusteenor it can be held that the nominated trustee can holdoffice for six years, because the Act is very categoricalthat the members of the Managing Committee should holdoffice for three years.28. In view of the above analysis, it is apparent thatall the office bearers must be elected and not by any othermethod and no member of the Committee can hold office formore than three years, though there is no embargo for re-election any number of times. . . .33. Lot of controversies had been generated regardingthe powers given to the Trustees as per 1979 bye-laws. https://hcservices.ecourts.gov.in/hcservices/ Since bye-laws of 1979 had not been registered, there is noquestion of following any such bye-laws in the matterrelating to power of the Trustees and such Trustees had toact obviously under the control of the Executive Committeeas contemplated in 1929 Memorandum of Association and theRules and Regulations.. . .38. The election which we are now directing is on thebasis of 1929 Memorandum of Association and the Rules andRegulations as well as 1953 bye-laws. Section 12contemplates the Memorandum as well as bye-laws can beamended provided such memorandum and bye-laws are notcontrary to the provisions of the Act or the Rules madethereunder. Therefore, it goes without saying that it wouldbe always open to the General Body to take appropriatedecision regarding any amendment and the fact that thepresent direction is for holding election based primarily on1929 Memorandum and the Rules and Regulations and 1953 bye-laws, obviously would not stand in the way of any amendmentbeing effected in accordance with the provisionscontemplated in Section 12 of the Act.39. Certain controversies were raised by Mr.T.V.Ramanujam regarding enhancement of membership fees as per1992 bye-laws. Since 1992 amendment had not beenregistered, it is obvious that such amendment was noteffective. However, since on the basis of such amendmentmembers have been enrolled on the basis of application ofsuch persons, there is no justification to claim change ofstatus or refund of any excess amount. Such observation isbeing made keeping in view the larger interest of theSociety. Even though the amendment was yet to form part ofthe bye-laws, the applicant seeking for membership on thebasis of such amendment having willingly paid the fees,cannot now turn around and say that either the excess amountpaid should be refunded or he should be considered as amember of different class. In order to avoid any furthercontroversy in the matter, it is advisable for the Societyto incorporate a fresh amendment or take steps forregistration of the existing amendment, if otherwisepermissible in law."Ultimately the Bench had directed for holding of election. https://hcservices.ecourts.gov.in/hcservices/

25. In the counter affidavits filed on behalf of Respondents1 to 3 and the counter affidavit filed on behalf of Respondent No.4,it is now projected as if amendment to the bye-laws effected in theyear 1979 had been registered and had become operational. In t hecounter affidavit filed on behalf of Respondents 1 to 3 it isstated :-"4. Regarding the contentions made in Paragraph 4, Isubmit that the amendment to the Memorandum of Associationand the bye laws of the 4th respondent society was carriedout as per Section 12 of the Tamil Nadu SocietiesRegistration Act, 1975 on 21/1/1979 and the same had beenfiled before the Registrar of Societies on 2/2/1979 and assuch the amended Memorandum of Association and Bye laws hadbeen taken on record, vide G.O.No.362, dated 5/4/2006,issued by the Commercial Taxes (M1) Department. I alsosubmit that following the G.O.Ms.No.362 dated 5/4/2006, adirection was issued by the 2nd respondent in his letterdated 6/4/2006, bearing M.A.No.17380/I4/2006 to theRegistrar of Societies, Chennai Central to take theamendments to the bye laws made in the year 1979 on record,following which the Registrar of Societies made necessaryendorsement on 18/4/2006 and the amendments to the bye lawswere taken on record. I submit that the orders of theRegistrar of Societies, Chennai Central, following the 2ndrespondent's letter is as per law and there is no violationof any provision of law, as alleged by the Petitioner,herein.5) Regarding the allegations and contentions containedin paragraph 5, I submit that the amendment to theMemorandum of Association and the Bye laws of the 4threspondent society, dated 21/1/1979 had been duly filedbefore the erstwhile jurisdiction Chennai South Registrarof Societies on 2/2/1979, itself as it is evident from theoriginal records maintained by the 4th respondent societyand also from the Form III maintained by the Registrar ofSocieties, Chennai South. Consequent on the formation ofthe Central Registration District proposals were submittedinadvertently to condone the delay for the alreadyregistered 1979 memorandum and byelaws also and accordinglyG.O.Ms.No.362 dated 5/4/2006 was issued. But later on thisdefect was noticed and the fact was intimated to the Govt.and the Govt. issued G.O.Rt.No.362 dated 05.04.2006 with adirection to treat the 1979 amendment as taken onrecord....6. ... In this context I submit that the Honourable https://hcservices.ecourts.gov.in/hcservices/ Court was pleased to issue this direction in order tosettle all the controversy existed at that time but theamendment of Memorandum and byelaws of the year 1979 hasalready been duly registered by the then jurisdictionalRegistrar of Societies Chennai South and subsequent byelawamendments filed by the Music Academy have also beenregistered by the present jurisdictional Registrar ofSocieties, Central Chennai and those amendments areregistered and came into effect from the date of passing ofsuch special resolution as per section 12(3) of the TamilNadu Societies Registration Act, 1975."26. While referring to the counter affidavit and additionalcounter affidavit in the earlier batch of writ petitions, wherein theRegistrar seem to have taken a stand that amendment of the bye-lawshad not been registered, it has been stated in para 8 of the presentcounter affidavit that such opinion was merely the personal opinionof the then District Registrar of Societies. In the counteraffidavit of 4th respondent it has been stated that the G.Os.329 and362 'explain the position', which clearly indicate that the amendedbye-laws have been filed and taken on record. In the rejoinder filedby the petitioner he had harped on the contents of the counteraffidavit and more particularly in the additional counter affidavitin the earlier round of litigation to contend that the amendments of1979 had not been registered as contemplated in the Act and the Rules.27. In our considered opinion, the contentions raised by thepetitioner can be equated with raising of a storm in a tea cup. Itis quite evident and it is nowhere controverted either in the earlierround of litigation or in the present writ petitions that a specialresolution regarding amendment of the bye-laws had been passed on21.1.1979. It also appears to be beyond controversy that the Societyhad forwarded such amendments to the Registrar which was received inthe office of the Registrar either on 2.2.1979 or 7.2.1979 or may beeven on 17.2.1979 (There are certain confusions regarding variousdates - But we do not feel it necessary to go into that aspectbecause the fact remains that resolutions relating to amendments ofthe bye-laws had been filed in the Office of the Registrar ofSocieties).28. The main finding in the earlier judgment appears to bethat the provisions contained in such amended bye-laws, whichenvisaged a tenure of six years for the Trustees and also envisagednomination of Trustees, to be violative of the provisions containedin the Act. It also appears that even though such resolutioncontaining the amendments, etc., had been placed, no formal order had https://hcservices.ecourts.gov.in/hcservices/ been passed by the Registrar of Societies at that stage taking thebye-laws on record. Even though some controversy is being raised bythe counsel for respondents that it is not necessary for theRegistrar to pass any formal order, it is unnecessary for us to gointo that aspect because it has been clearly and categoricallyobserved in the earlier judgment that notwithstanding the fact thatthe amended bye-laws had not been registered, actions which weretaken on the basis of such amended bye-laws either of 1979, 1989 or1992 could not be assailed. As a matter of fact, even the earlierjudgment expressed the opinion that for the violations relating tosuch matters no action be taken after such a long lapse of time. Allthe G.Os presently issued by the Government have been passedobviously keeping in view the sentiments expressed by the High Courtin the earlier round of litigations. We do not find that thepetitioner has been prejudiced in any manner to rake up all suchissues in another firm. This is more so when the petitioner hasbecome a member only in 1999 and we do not find any justification oreven locus standi on the part of the petitioner to rake-up thematters which had apparently happened even before he had become amember. Moreover, in view of the conclusion that the amendments hadbeen filed, if the officials had not passed any order, for thatSociety cannot be blamed. Even otherwise the State Government haspower to pass order under Section 54 granting exemption. Thequestion as to whether exemption should be granted or not is alsoessentially a matter between the Government and the Society and not amatter to be raked up by any individual member of a society unlesssuch member's legal right has been prejudicially affected in anymanner. If the amendments had not been filed within the stipulatedperiod, exemption granted by the Government by invoking power underSection 54 has the effect of removing a legal lacuna. On the otherhand, if the amendments had been filed, as is now observed inG.O.No.362 dated 5.4.2006, the question is as to whether suchamendment can be considered to be valid and part of the bye-laws. Tothe extent the provisions contained in the amendment bye-laws arecontrary to the statute obviously such bye-laws, even thoughregistered, can be considered to be inoperative. In fact mainly inthe above context, in the previous judgment it has been emphasisedthat the conditions indicated in such bye-laws regarding election maynot be adhered to in the election directed to be held under thesupervision of the Observer (retired Judge of the High Court). Thereis also no dispute that election thereafter had been conducted in asmooth manner and the office bearers have assumed theirresponsibilities. In such a scenario, we hardly find anyjustification to rake-up any of the old controversies which appear tohave been given a decent burial in the earlier judgment. https://hcservices.ecourts.gov.in/hcservices/

29. The immediate provocation for the petitioner to file thewrit petitions seems to be the proposal made by the Society regardingamendment of the bye-laws. As has been clearly explained byRespondent No.4 such proposals regarding amendments have beenputforth before the General Body only with a view to delete theprovisions contained in the bye-laws of 1979, 1989 or 1992, as thecase may be, which were either observed to be against the provisionscontained in the Act or the Rules. Even after such proposedamendments are accepted, if any of the provision of the amended bye-law is against the provisions of the statute, it can be declared asillegal in an appropriate proceedings. However, the petitioner hasrushed to the court even before such matter was taken up forconsideration and has initially obtained an order of stay.Subsequently, such stay order has been modified with the observationthat meeting can take place, but the effect of the resolution willnot be given effect to. If any such resolution is passed by therequired majority of members in accordance with the bye-laws, suchresolutions containing the amended bye-laws would be obviously placedbefore the Registrar of Societies who can at that stage examinewhether any of the bye-law is contrary to the provisions of thestatute, otherwise the Registrar is required to register such amendedbye-laws. In fact in such a sense the writ petitions appear to bepre-mature.30. Learned Senior Counsel has seriously contended thatwhile amending the bye-laws in 1979, the Society had purported tochange the Memorandum of Association. He has submitted that thefirst Memorandum of Association containing the names of the foundermembers cannot be altered in any manner, as otherwise it will bringon record a new society. Learned Senior Counsel has cited severaldecisions of different Courts including the Supreme Court in supportof his contention that in law the founder members have got a specialstatus, which cannot be altered. Even though we can appreciate thesentiments behind such submission, we do not think the bye-laws of1979 and the Memorandum of Association can at all affect the factthat there were certain founder members when the society wasregistered in 1929. The documents which had been produced merelyindicate that at the time of effecting amendment of such bye-laws whowere the various office bearers. We do not think it can be said thatsuch documents had the effect of supplanting the first Memorandum ofAssociation.In view of the above conclusion, the W.P.Nos.21416 and 21419 of2007 challenging the G.O.Nos.329 and 362 are also liable to bedismissed. https://hcservices.ecourts.gov.in/hcservices/

31. Next the writ petition relates to challenging ofG.O.No.494 dated 16.5.2006. This Government Order appears to be aconsequential order relating to taking on record the earlier bye-laws. In view of the observations already made, we hardly see anymerit in such writ petition, which is also liable to be dismissed. 32. In the result, all the writ petitions fail and the sameare dismissed. No costs. Consequently, all the connectedmiscellaneous petitions are closed.dpkSd/Asst. Registrar/true copy/Sub Asst.RegistrarTo1.The Secretary to Government, State of Tamil Nadu, Commercial Taxes and Registration (M1) Department, Fort St. George, Chennai 600 009.2. The Inspector General of Registration, O/o. Inspector General of Registration, 120, Santhome High Road, Santhome, Chennai 600 004.3. The District Registrar of Societies, Chennai Central, O/o. District Registrar, Old No.72, New No.100, Chamiers Road, Nandanam, Chennai 600 018.•5 Ccs to M/s T.V. Krishnamachari, Advocate SR 2One cc to Mt. T. Mohan, & Devika Advocate SR 75972•One cc to Govt Pleader High Court SR 76003KS (co)sg 0701/08COMMON ORDER IN W.P.Nos.21416 to 21420 OF 2007 20.12.2007