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Judgment
Ajoy Nath Ray, C.J. and Jagdish Bhalla, J.—This is an appeal from an order of an Hon''ble single Judge dated 27.5.2005, whereby His Lordship has disposed of two writ petitions. The first one of those was filed by the appellants which we shall refer to as the first writ. The second one of those was filed by or in support of the members and office bearers, who are on the side of respondents before us and we shall refer to that writ as the second writ.
The controversy concerns an old society which was registered as early as in 1953 under the Societies Registration Act, 1860. It is called U. P. Council for Child Welfare. Large grants are received by the society from year to year and according to the information received by us during litigation, the grants received in the previous year were upwards of Rs. 2 crores.
There are several centres where the functions of the society are carried on and thousands of children are involved. Incidentally, there are centres, both at Lucknow and at Allahabad.
The basic facts which gave rise to this litigation and the dates of the main orders which have formed the subject of discussion before us are as follows.
The election of Executive Committee of the society, prior to the present disputed election, had been held sometime in or about the month of August, 2001. The terms of the committee being three years according to the rules of the society, the next elections were due by 22nd August, 2004. Those elections were not held within that date. The Executive Committee met in the last week of July 2004 for taking steps towards holding of the meeting. His Excellency, the Governor of Uttar Pradesh has been traditionally elected as President of the society filling the post under Rule 5 (i) (a) of the Rules of the society. From His Excellency''s Secretariat directions were allegedly received by one Vice President for convening of meeting and steps were taken in August, 2004 for fixing a date. The date was fixed for 30th September 2004.
Under Rule 8 of the Society''s Rules, it is provided that although the Standing Committee shall decide upon the venue of the meeting, yet the annual general meeting shall be convened by the order of the President. As such an exact compliance of this Rule, which is Rule 8 (ii) would require the fixation of a date by the Secretariat of the Governor. In this case, there was no such direct fixation of date but there is an order of 24th September 2004 under the authority of the Governor, whereby an observer was appointed by His Excellency for the proposed meeting of 30th September, 2004.
On 27th September 2004, the group which is supported by the appellants made complaints to the Registrar of Societies, Lucknow, about 24 life members being wrongly kept excluded in spite of an alleged order dated 27th April 2004, passed by the Governor for their inclusion into the list ; that further some 219 members have been allegedly inducted by the other group between the years 2001 and 2004 and that these members are not properly inducted members.
On the basis of these complaints, the Registrar of Societies passed an order on 29th September 2004 ordering two things ; (i) that meeting of 30th September 2004 be not held on that date and (ii) that on 15th October 2004, parties do appear before the Registrar for an investigation into the complaints.
On the very same day, the other group approached the Registrar and he passed a second order on the very same day. By the second order of the same date, the Registrar permitted the meeting to be held on the 30th September 2004 ; on the basis of Governor''s order of appointment of Observer on his behalf at the said meeting; but regarding the appearance of parties before him, the date of 15.10.2004 was maintained as such.
The meeting was held on the 30th September 2004. The respondents have argued before us that the appellants and their relations have contested the election at the meeting and have lost ; since they have participated, they should not be heard in appeal at all. Be that as it may, after holding of the election, the first writ was filed by the appellants. In aid of that writ, an order of Court was passed on 14.10.2004 and on that basis, the Registrar passed an order appointing the Deputy Registrar Sri V. K. Singh to look after the affairs of the society including the looking after of the accounts.
On the 3rd February 2005, yet another order was passed by the Court and by this time, the second writ had been filed by the respondents also. They had challenged the delegation of powers of the office-bearers of the Committee, who, according to them, had been already validly elected.
Both sides were present before the Court on 3.2.2005 and the Court passed, if not by consent, at least by suggestion made on behalf of the parties, an order permitting the President of the Society to make arrangements for the running of it. On that basis on 8th February 2005, the President, i.e., His Excellency, the Governor appointed three member committee for looking after the finances and affairs of the society.
The impugned order dated 27.5.2005 was passed thereafter and the writ petition of the appellants was dismissed. Almost consequentially the appointment by the Registrar of Sri V. K. Singh, the Deputy Registrar for looking after the affairs of the society was also set aside.
An appeal was preferred by the appellants and the Court of appeal passed an interim order of stay on 9th June 2005. On that basis, the Secretariat of Governor, passed an order on the 14th June 2005 reiterating their stand as taken on the 8th February 2005 and re-appointing in aid of this appeal, same three member committee for looking after the affairs of the society.
The parties travelled upto the Supreme Court from this order of the Court of appeal dated 9th June 2005 ; as a result thereof they have an order from the Supreme Court dated 25.8.2005 which continues the interim order for three months and no more. As such, if the appeal is not heard out within that date, the interim order will lapse, the three members committee of His Excellency the Governor will become without power and jurisdiction and the office-bearers as per the election of 30th September, 2004 will assume charge, including charge over all the accounts and financial powers.
This is why the appeal has been heard out and pressed for quick disposal. We have had excellent assistance from the Bar so far as placement of cases is concerned, whether it be from the side of the appellant or the respondents or the Registrar. The appeal is thus disposed of by this order of ours.
The learned Judge in his Lordship''s judgment has first opined that the power of Registrar u/s 24 of the Societies Registration Act did not give him the jurisdiction to interfere with the date of the meeting. As such the second order of 29th September 2004 and more importantly the first order of 29th September 2004 of the Registrar in this regard were held to be issued without jurisdiction, at least in so far as the date fixation is concerned.
His Lordship has opined that if there is an election dispute, the Registrar could refer the matter to the Prescribed Authority but that he himself had no role to play in an election controversy at a pre-election stage. His Lordship has further held that non-compliance of instructions given by the Registrar only empowers him to take action u/s 12D and Section 13B of said Act either for cancellation of registration of the society or for dissolution by the Court, as the case may be. His Lordship opined that the first order dated 29th September 2004, passed by the Registrar stopping the meeting to be held on 30th September 2004 was unwarranted and unauthorized. His Lordship held that as the interim order passed on 14.10.2004 was passed in aid of appellants'' writ petition and the appellants'' writ petition was being dismissed, the order of the 20th October of the Registrar was also consequentially to be quashed.
On behalf of the appellants it was submitted that the Registrar had jurisdiction u/s 24 of the Act to interfere with the date of meeting in appropriate cases ; that it was not correctly held that the Registrar''s order could be simply disregarded and all that the Registrar could do was to take the final step of either processing the de-registration of the society or its dissolution. It was further submitted that the first order of the Registrar was never challenged in any writ petition. Only the second order had been challenged and yet the first order itself was also quashed. It was submitted that the Registrar has power to investigate into the affairs of the society and such power must have, ancillary to it, the power of looking into the dispute as to improper members being put in the list and also proper members being improperly excluded from the list. If the list of members is not proper and confirmed the very root of the election is destroyed and therefore, if the Registrar is proposing to investigate into the list of eligible members, it is most proper that he do stop any intervening election so as to prevent parties from undertaking an exercise which might prove to be baseless and unwarranted in future.
It was also submitted that the Registrar''s orders u/s 24 of the Act are quasi-judicial in nature and not purely administrative. As such an order of postponement of meeting once passed could not be reviewed by the Registrar on the very same day as the settled law is, that in the absence of an express provision, a quasi-judicial authority does not have power to review its own decision. The submission was that the Registrar was pressurized even by involvement by political persons later on during the same day, i.e., on 29.9.2004 and thus he came to pass the reviewing order which should not have been passed at all.
On behalf of the Registrar of the Society, it was clarified that he is not taking sides but is going by the orders passed by him ; that the order for investigation into the affairs of the society has been maintained by him and he would, if permitted by the Court, conduct such investigation. The investigation would and must certainly include a drawing up of the appropriate list of members who are eligible to vote. It was submitted that the powers u/s 24 of the Societies Registration Act are wide and those certainly embrace the powers of the Registrar to investigate into the validity of induction of members in the list of members of society.
On behalf of the respondents it was submitted that the appellants having participated in the election, they could not file either the writ or the appeal since they participated and lost ; they took a chance and once it appeared that they were unable to get themselves elected, they filed proceedings, which was not proper. It was further submitted that u/s 24, the learned Registrar acts only administratively and has no quasi-judicial functions to discharge. Since the function is purely administrative, he can certainly review his administrative decision even during the same day and there is no bar to it. Further submission was that u/s 24 of the Act, the power of the Registrar is very limited and it does not confer power to investigate into the member''s list and still less, does it empower the Registrar to interfere with the date of election fixed by the society. Implying such a power in favour of the Registrar would interfere with the autonomy of the society. There was no doubt as the learned Judge''s findings about the Registrar''s only powers being to take action u/s 12D and Section 13B ; it was supported fully on behalf of the respondents. It was further submitted that the election having been held, the matter is now an election dispute and therefore, the parties must go to the Prescribed Authority. The power of the Registrar at present is limited to making a reference to the Prescribed Authority, u/s 25 and no more.
The crucial point in the decision of this appeal is the interpretation to be given to Section 24 of the Societies Registration Act, 1860. The said Section with all its five sub-sections is set out below :
Investigation of affairs of a society.-(1) Where on information received u/s 22 or otherwise, or in circumstances referred to in sub-section (3) of Section 23, the Registrar is of opinion that there is apprehension that the affairs of a society registered under this Act are being so conducted as to defeat the objects of the society or that the society or its governing body by whatever name called or any officer thereof in actual effective control of the society is guilty of mismanaging its affairs or of any breach of fiduciary or other like obligations, the Registrar may, either himself or by any person appointed by him in that behalf, inspect or investigate into the affairs of the society or inspect any institution managed, by the society.
(2) It shall be the duty of every officer of the society when so required by the Registrar or other person appointed under sub-section (1) to produce any books of account and other records of or relating to the society which are in his custody and to give him all assistance in connection with such inspection or investigation.
(3) The Registrar or other person appointed under sub-section (1) may call upon and examine on oath any officer, member or employee of the society in relation to the affairs of the society and it shall be the duty of every officer, member or employee, when called upon, to appear before him for such examination.
(3A) The Registrar or other person appointed under sub-section (1) may, if in his opinion it is, necessary for the purpose of inspection or investigation, seize any or all the records including account books of the society :
Provided that any person from whose custody such records are seized shall be entitled to make copies thereof or to take extracts therefrom in the presence of the person having the custody of such records.
(4) On the conclusion of the inspection or investigation, as the case may be, the person, if any, appointed by the Registrar to inspect or investigate shall make a report to the Registrar on the result of his inspection or investigation.
(5) The Registrar may, after such inspection or investigation, give such directions to the society or to its governing body or any officer thereof as he may think fit, for the removal of any defects or irregularities with such time as may be specified and in the event of default in taking action according to such directions, the Registrar may proceed to take action u/s 12D or Section 13B, as the case may be.
The reference of Section 22 made in sub-section (1) of Section 24 refers to the power of Registrar, embodied in that section, to call for information and the necessity of compliance therewith. The said Section is set out below :
Powers of Registrar to call for information.-(1) The Registrar may, by written order, require any society to furnish in writing such information or document within such time, being ordinarily not less than two weeks from the date of receipt of the order by the society, as he may specify in the order in connection with the affairs of the society or any documents filed by the society under this Act.
(2) On receipt by the society of an order under sub-section (1), it shall be the duty of the President, Secretary or any other person authorized in this behalf to furnish such information or documents.
Section 23 deals with audit and said Section with its three sub-sections is also set out below :
Audit.-(1) Without prejudice to the provisions of sub-section (2) of Section 4 or of Section 22, where the Registrar is of opinion that it is necessary or expedient so to do, he may, by written order, require any society to furnish its accounts or copy of a statement of receipts and expenditure for any particular year duly audited by a Chartered Accountant :
Provided that the Registrar may, at the request of society permit it to have such accounts and statement audited by any other person approved by him.
(2) If the society fails to furnish the documents referred to in sub-section (1) within the period specified in the order or within such extended period as the Registrar may from time to time allow, the Registrar may cause the accounts of such society audited for the said year and may recover the cost of such audit from that society.
(3) If the society neglects or refused to make its accounts or other documents available for audit under sub-section (2) or, in the opinion of the Registrar, otherwise fails to provide requisite facilities to have the audit made with due expedition, the Registrar may proceed to take action u/s 24.
There is a judgment of an Hon''ble single Judge of the Allahabad High Court which lays down that the power of the Registrar acting u/s 24 is an administrative power. The case is at 2004 (54) ALR 375 being the case of J.N. Chaturvedi. In para12 of said judgment, his Lordship said as follows :
In my opinion the power exercised u/s 24 are purely administrative in nature hence the Registrar cannot be held to be authorized to issue interim direction. u/s 24 (5) of the Act the direction may be issued only on conclusion of enquiry.
The importance of deciding whether the power of Registrar u/s 24 is purely administrative or not is clearly seen. In case of a purely administrative power, the law that in a quasi-judicial matter, the ancillary power for passing a reviewing order cannot be implied, does not hold. The parties were agreed in regard to this proposition of law that if the power is not quasi-judicial but only administrative then and in that event, the necessary power for reviewing that order must be implied into that power also. Regarding review, which becomes important when considering the second order of 29th September, 2004, this distinction between an administrative and a quasi-judicial order assumes crucial importance. In the case of Dr. (Smt.) Kuntesh Gupta, the Supreme Court has laid down in clear terms that if an express power of review is not given a quasi-judicial authority is not to be implied as possessing that power of review. In para 11 of said judgment, at Dr (Smt.) Kuntesh Gupta Vs. Management of Hindu Kanya Mahavidyalaya, Sitapur (U.P.) and Others, , it was said that "it is now well established that the quasi-judicial authority can not review its own order, unless the power of review is expressly conferred on it by the statute under which it deserves its jurisdiction."
On behalf of the respondents this case was sought to be distinguished on the sole and single ground that the power of the Registrar, u/s 24 was an administrative power and therefore, a power of review was certainly to be implied as is necessary in case of all practical administrative powers.
About the manner of finding out as to which order is administrative and which order is quasi-judicial, reference can be usefully made to two authorities extracted by the Supreme Court in the case of State of Himachal Pradesh Vs. Raja Mahendra Pal and Others, . At page 56 of said report, following quotation from Atkin, L.J as his Lordship then was given in the case of Electricity Commissioner is set out and same is as follows :
Whenever any body of persons having legal authority to determine questions affecting rights of subjects, and having the duty to act judicially act in excess of their legal authority, they are subject to the controlling jurisdiction of the King''s Bench Division exercised in these writs." The pronouncement was made at that time because the royal prerogative rights were available only against quasi-judicial orders and not purely administrative order. Again at page 57 of the reports 11 Halsbury''s Laws is referred to and the very helpful, with due respect, point is given there that where a statute requires a decision to be arrived at purely from the point of view of policy or expediency, the authority is under no duty to act judicially.
On the basis of this basic guidance, we have to examine whether the Registrar''s power u/s 24 are quasi-judicial or not. First we give our clear opinion that the powers u/s 24 given to the Registrar are very wide. He can act either on information called for by him, u/s 22, or otherwise, may be spurred on by complaints by some members. He can act if there is apprehension that the affairs of the society are being conducted in such a manner as to defeat the objects of the society.
Once that apprehension is felt either the Registrar or a person appointed by him, can inspect or investigate into the affairs of the society.
The process of investigation is aided by the sub-sections and it is seen there from those that the Registrar is to be assisted with all documents and information so that he can conduct the enquiry properly.
After the enquiry is complete, the Registrar has power u/s 24 of sub-section (5) to give such direction as would remove the defects or irregularities found to be present in the affairs of the society.
If the society does not comply then the drastic steps of deregistration or dissolution might be initiated under Sections 12D or 13B of the Act. It should be remembered that the Registrar of Society is dealing with only those societies which deal with, so to speak, other peoples'' money ; a bare look at Sections 1 and 20 of the Societies Registration Act will show that only those societies can be registered which have a public element in them when the Registrar enquires into the affairs of; a public society, it will most often be in regard to accounts and control of accounts. These are the principal irregularities which engage parties in controversy in matters coming before Registrars and Courts.
We utterly fail to see how the Registrar''s power of investigation in this regard can be said to be administrative in any view of the matter. There are in most cases, as also here, two groups or factions of the society or perhaps even more, and one of the groups will be interested in maintaining that the affairs of the society are being conducted in a perfectly regular and above board manner and the other group will be interested in assailing these assertions. It will most often be the allegation from the other side that funds meant for children or for other public purposes are being channelled to improper receptacles. Allegations have been made before us that some person in authority of the society has been involved in a criminal case involving Rs. 15 lacs in the district of Rae Bareli. We do not enter into these facts at all. These are only allegations before us. The writ courts are not supposed to enter into these facts.
Allegations are again made that for the purpose of overcoming the previous strength of the society, the membership being then 218, new entrants numbering 219 were inducted, between the year 2001 and 2004. The further allegation is that the names of 24 life members with the appellants'' support have been wrongly kept excluded. The controversy, therefore, is that one group of members wants one list of eligibility and another group of member wants quite another list of eligible members.
The Registrar has thought it fit to initiate the process of investigation in regard to controversies of this nature. If we were to ask, are all these investigations administrative investigations, the answer is, clearly no. The eligibility of members would be decided on facts and submissions put forward before the Registrar by the side assailing and also by the side affirming ; monetary matters will be put forward by the two sides exactly like two rivals in a court of litigation. The Registrar must exercise quasi-judicial functions and must hold the balance of fairness even so as to reach a proper and fair quasi-judicial conclusion. It is not a question of expediency, it is not a question of enforcing a policy, it is simply a question of ordering and doing what is right.
It would also be seen that in Section 24 the word "breach of fiduciary or other like obligations" occurs. The words fiduciary and obligations are not generally speaking administrative terminology. The word fiduciary is in the equity court''s vocabulary. The whole cast of the section is in the nature of spelling out quasi-judicial duties and not enumeration of purely administrative functions.
The argument was made that u/s 24, the, Registrar can only form an opinion and on the basis of that opinion proceed under Sections 12D and 13B. Once the proceedings commence under these two sections, then the matter assumes a quasi-judicial character but not before. A parallel was drawn with Section 10 of the Industrial Disputes Act which empowers the Government to make reference of an Industrial Dispute or an apprehended Industrial dispute. Two authorities were given for demonstrating that these are administrative orders made by the Government. The authorities are in the case of State of Madras Vs. C.P. Sarathy and Another, and the case of Sultan Singh Vs. State of Haryana and another, .
We are of the opinion that this parallel is not correctly drawn. It is quite clear that when the Government makes a reference of an Industrial Dispute, it is taking a step which is expedient and consistent with its policy. The avoidance of an industrial unrest is one of the considerations in this regard. It is not a matter of finding out whether, say the dismissed employee, has been dismissed unfairly or unjustly. It is rather a question of what repercussions, the dismissal might have in the industrial situation. It is a question of expediency and policy and in the authority (Halsbury) given above, it is laid down that where it is a matter of expediency and policy, the decision is an administrative one. What is to be noted is that the Government at the time of the making of a reference is not pronouncing upon any rights or obligations, it is only commencing a process where rights and obligations might be affected or created by special judicial bodies empowered to grant special reliefs.
The case u/s 24 is not like that. u/s 24, the Registrar makes an investigation and passes an order and direction so as to bring irregularities to an end. For a good boy society, the direction will be complied with and the matter will end there. In regard to a reference u/s 10, the matter will not end with the compliance by the employer and the employee of the Government''s order of reference. When they comply with the order of reference, they will only land up before the Conciliation Officer or the labour court as the case might be. The matter is, therefore, substantially different.
From another point of view, the properly read the Sections 12D and 13B have an aspect of enforcement machinery. If the Registrar''s orders are not complied with, those do not evaporate into thin air, nor are parties compelled to seek remedies out side the provisions of the Societies Registration Act. But in the case of recalcitrant Societies, the non-compliance with the direction, might cause the societies to face de-registration or dissolution proceedings, as a result of which, a compliance might come and the de-registration or dissolution process might not have to be carried out to the very end.
In looking at the terminology of Section 24, one cannot help see a similarity with the oppression and mismanagement Sections of the Companies Act, i.e., Sections 397 and 398. We do not wish to press this similarity too far but there also, the Court enquires into the affairs of the company and the Sections of Companies Act permit the Court to pass orders so as to bring the complaints of oppression or mis-management to an end.
The right similarity does not end there. If one were to look at the dissolution section, i.e., Section 13B, again one cannot help seeing a similarity between this and the winding up sections near or about Sections 433 to 439 of the Companies Act.
These sketchy similarities spring from this common fact, that in corporate finance handling also the de-facto and de-jure Manager of the company deal with other peoples'' money. The case is the same with charitable and public organizations. The power of the minority to complain against the majority fund handling has to be preserved in the public interest. This is not to encourage minorities into starting litigation about well geared and honestly running public charities and thus bring the charitable work into troubled litigation. But a via media has to be found ; good societies must be allowed to run freely. Societies in trouble cannot be allowed to go into deeper trouble just because the majority happens to be acting in unison.
On behalf of the Registrar of Societies the case at AIR 1955 SC 25 (Adverd Mills) was cited and para 17 from the judgment of Justice B. K. Mukherjee was placed. It is stated there to this effect, that it is a fundamental principle of constitutional law that everything necessary for the proper exercise of a power is included in the grant of power itself.
This authority and several others cited at the Bar would go to show that the implication of attendant powers to make a primary power effective is applicable not merely in the case of quasi-judicial powers but in the case of practically all statutory powers. Reference can be made in this regard also to the cases of Savitri Rawat Vs. Govind Singh Rawat, and Grindlays Bank Ltd. Vs. Central Government Industrial Tribunal and Others, . The power to adjourn a meeting is certainly ancillary to the power of deciding who are entitled to vote at the meeting.
The next argument on behalf of the respondents was that the election having been held, the Registrar himself could do nothing and the Court should not give him power to do anything inasmuch as it is still open to the Registrar to make a reference of the election dispute u/s 25 of said Act.
Section 25 (1) provides as follows in the beginning.
Disputes regarding election of office-bearers.-(1) The prescribed authority may, on a reference made to it by the Registrar or by at least one-fourth of the members of a society registered in Uttar Pradesh, hear and decide in a summary manner any doubt or dispute in respect of the election or continuance in office of an office-bearer of such society, and may pass such orders in respect thereof as it deems fit :
Provided that the election of an office-bearer shall be set aside where the prescribed authority is satisfied :
(a) that any corrupt practice has been committed by such office-bearer ; or
(b) that the nomination of any candidate has been improperly rejected ; or
(c) that the result of the election in so far it concerns such office- bearer has been materially affected by the improper acceptance of any nomination or by the improper reception, refusal or rejection of any vote or the reception of any vote which is void or by any non-compliance with the provisions of any rules of the society.
No doubt if a reference is made by the Registrar, membership disputes will come under scrutiny of Prescribed Authority also. But in our opinion this argument puts the cart before the horse. In this writ the Court is compelled to decide on the validity or otherwise of the two orders passed by the Registrar on 29.9.2004. If the Court opines, as we do, that the first of the two orders was within the implied powers of the Registrar to pass, and the second of the two orders was invalid in so far as it sought to review the first quasi-judicial order already passed, then and in that event the next and automatic logical conclusion would be that the elections of 30.9.2004 have been held in contravention of a validly passed order of the Registrar. This order of postponement was passed clearly in aid of the order fixing investigations into the society''s matters, certainly including the matter of proper members. Once the Court is in seizing of the matter and once the court finds that the Registrar has not at any stage done away with his proposal to investigate into the members of the society, the Court cannot allow an election to stand held in breach of the legal order and in pursuance of the invalid second order of permission. If the Court were to direct the Registrar to make a reference to the Prescribed Authority then the Court would be going against its own judgment. The correct logical and confidence inspiring way of following up the decision as to the two orders of the Registrar would be to stay the operation of the 30.9.2004 elections permanently without quashing the records altogether so that parties might refer to those if necessary, as well as the Registrar and other authorities.
This is what we propose to do. Had the elections been held and thereafter the complaints had been made the matter would have been different. But complaints were made on 27.9.2004, i.e., 3 days before the election and the Registrar has never pronounced to this effect that the complaints are so bogus or mala fide that they do not call for any investigation into any matter at all.
The respondents further argued that membership dispute is not for the Registrar at all. If a membership dispute is raised and an interim order, of the type passed by the first order of the Registrar, is intended to be had, then members can have it only from the civil court. We do not accede to this proposition at all. The list of members is one of the primary affairs of the society and investigation in appropriate cases by the Registrar in this regard might be very beneficial for the society. Any type of roving and harassing investigation must be nipped in the bud but the Registrar must be allowed to have the first jurisdictional say in this matter in all instances but the most mala fide complaints.
How will the Registrar decide which member is validly inducted and which one is not? The query does not arise squarely before us but parties having come to Court, we feel compelled to give the basic indications so that litigation is prolonged as little as possible. The mechanics of admission into a society is usually very simple, like an admission into a club. An approval by the admitting body is needed and the payment of the, prescribed fees. Usually if these conditions are satisfied then the entrant is a. valid member. But it not infrequently happens that one group seeks to bring in members for the purpose of enlarging its vote bank. If anything like this is apprehended it would be open to the Registrar to enquire into the bona fide desire of each member to participate in the society, that it is a genuine desire to participate in public or charitable activities. If there are chunk admissions of members, a question might well arise in the mind of the Registrar as to why 50 or 100 persons have together felt charitably inclined in the same way at the same time. There might or might not be a good answer to these questions. It is not for us but for the Registrar to proceed and decide these matters. But some sort of persuasion that the prospective member wants a bona fide entry because of his charitable inclination must be there in case a serious controversy has been raised in that regard.
The jurisdiction of the Registrar to fix the date of the Annual General Meeting (AGM) once the date has gone by is also preserved in Sub-section (2) of Section 25 of the Societies Registration Act, 1860 which is quoted below :
Section 25(2). Where by an order made under sub-section (1), an election is set aside or an office bearer is held no longer entitled to continue in office or where the Registrar is satisfied that any election of office-bearers of a society has not been held within the time specified in the rules of that society, he may call a meeting of the general body of such-society for electing such office-bearer or office bearers, and such meeting shall be presided over and be conducted by the Registrar or by any officer authorised by him in this behalf, and the provisions in the rules of the society relating to meetings and elections shall apply to such meeting and election with necessary modifications.
This matter was not argued in the court below ; as such very naturally, his Lordship has not looked at the matter from this angle. The time for the earlier Committee having run out on the 22nd August of 2004, and the elections not being held within that time, the Registrar had a discretionary power to, call for a meeting of the general body under sub-section (2) of Section 25 of the Act. If the Registrar stops a meeting, proposed to be held after the Registrar''s power has arisen, then and in that event such stoppage cannot be held to be without jurisdiction. If the opposite is to be ruled, there might be a scramble between the Registrar and the previous body as to the holding of the meeting and the fixing of a date when the earlier period has gone by. The Registrar''s first order passed on 29.9.2004 cannot be found fault with from this point of view also. The Registrar did not go upon this sub-section, nor the Court, but it is well settled that if the power is possessed the misquotation of a Section, and a fortiori the non-quotation of the proper section, will not vitiate matters.
Regarding the point that the appellants disentitled themselves from coming to Court after participating in the meeting, we are of the opinion that it is not possible to apply the principle of estoppel so drastically in this case. If the elections were held contrary to the Registrar''s valid order, as, we have already held, then participation or otherwise in those meetings whether by the supporters or the opposers would not render the elections any more valid than those otherwise were. It is not a situation for application of the principle of estoppel.
The main argument of the respondents that membership dispute is not a dispute for the Registrar at all in any situation is not accepted by us. In our opinion it is one of the main affairs of the society and, therefore, can be enquired into by the Registrar. His power to pass interim orders during investigation and in aid of the investigation cannot be doubted.
A civil suit is certainly not ruled out, but it is much the more appropriate if the first attempt to sort out matters is made before the Registrar of the Societies. If the facts have a first thrashing out there membership disputes might be resolved into either factual disputes which are best resolved thereafter finally in suit or the disputes might sort themselves, out say, as the manner in which the rules of the society ought to be applied for induction of members, in which case, the further scrutiny might be better had in the writ court. The Registrar is the first authority to keep the societies running properly. His powers are wide and the more active, the more efficient and the more above board, the Registrar''s dealings are, the better for all Societies in general. It is when the Registrar fails, or does not take action in time or the disputes are of such a nature that the parties cannot feel satisfied with the decision of the Registrar only, that the matter might travel further on. In case of post election matters it might travel on to the Prescribed Authority. In case of action u/s 12D or Section 13B it might travel on to the Commissioner by way of appeal u/s 12D or to the Court for considering a dissolution. In other cases there might be general civil suits or writs as the circumstances might indicate but the Registrar can and should act first in regard to the affairs of the society.
As such we are in respectful disagreement with the Hon''ble Judge''s order. The appeal is allowed. The order under appeal is set aside. The presently functioning committee appointed by His Excellency the Governor''s Secretariat first on 8.2.2005 and endorsed on 14.6.2005 shall continue until elections are held in accordance with the rules and the date to be fixed by the Registrar. The Registrar will be free to investigate into the affairs of the society before such fixation of date. The date should be fixed and the inquiry completed within 4 months from date hereof, and the fixed date shall not be more than one month beyond the said four months liberty to apply. The fresh election as per the new date shall be on the basis of the list of members as the Registrar might approve.
It will be borne by all concerned in mind that we have gone principally, if not wholly, upon legal matters and on an enumeration of the powers of the Registrar and the application of such interpretation to this case. Our order and observations are not to be read as favouring either the appellants or the respondents on merits. We have expressed no opinion as to whether the affairs of the society are being carried on properly or not. Only the procedure of future election has been laid down upto a point and thereafter the parties will take action in future in accordance with law.