TMI Blog1957 (11) TMI 27X X X X Extracts X X X X X X X X Extracts X X X X ..... al Chairman elected. 2. The learned Government Advocate has shown cause on behalf of opposite party 1 and 2, to whom also the rule was issued. He has also filed two counter-affidavits on behalf of opposite party 1 on the 17th January, 1957. Along with one of counter-affidavits sworn by Abid Rasul, he has filed several documents, marked Annexures A to E. 3. The petitioner is a share-holder, and, at present, one of the Directors of the Board of Directors of the Union elected at the Annual General Meeting of the Union On the 30th March, 1956. The petitioner was elected as the first non-official Chairman of the Union in 1948, and, he continued as such up to 1954. A Special General Meeting of the Union was called by the Deputy Registrar, Co-operative Societies, on the 27th of March, 1955, for amongst other purposes, the election of a new Board of Directors, by his notice dated the 11th March, 1955 (Annexure B to the application). A meeting, accordingly, of the share-holders of the Union was held at Dumra on the 27th March, 1955, under the presidentship of the Additional Collector, Muzaffarpur, and, at the said meeting, opposite party 3, Sub-Divisional Officer, Sitamarhi, was el ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petitioner before him. This order of the Registrar is challenged by the petitioner on the main ground that as the Registrar was himself an interested party to the matter pending before him, it was against all principles of natural justice for opposite party 1 to have disposed of the reference of the dispute by the petitioner under Section 48 (1) (c) of the Act to him, himself. 8. In pursuance of the consent order passed by the Supreme Court and after the order passed by the Registrar, opposite party 1, on the 24th March, 1956, just mentioned, a General Meeting of the share-holders was held on the 30th March, 1956, at which a new Board of Directors was elected. Subsequently, at a meeting held of the elected Board of Directors, opposite party 3, Sub-Divisional Officer, Sitamarhi, although an official was elected Chairman of the newly elected Board of Directors in spite of the protest of the petitioner and the protest of one Shri Raghav Jha, another Director of the Board. 9. The petitioner, thereafter, filed a petition before opposite party 1, challenging the validity of the election of the Chairman, opposite party 3, but opposite party 1, the Registrar, rejected the petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... C to the counter-affidavit), the petitioner was not only present at the meeting, and not only he took part in the meeting, but he also proposed three persons as Directors for the New Board of Directors which proposal, after being seconded, was unanimously passed. It was therefore, submitted that the petitioner, in view of these two facts, was estopped from challenging the validity of the earlier meeting held on the 27th March, 1955. 12. In my judgment, the contention of the learned Government Advocate is well founded, and, it must prevail. The validity of the meeting held on the 27th March, 1955, was the subject-matter of the appeal before the Supreme Court, and, it was ultimately compromised between the parties, and, in terms of the compromise, the parties agreed to a fresh meeting being called for election of a new Board of Directors. In pursuance of this compromise, the new meeting was called in terms of the compromise, and such a meeting was held on the 30th March, 1956, at which the petitioner was present, and, he took part in the proceedings of that meeting. He himself proposed three of the retiring Directors as members of the New Board, and, his proposal, after having ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irectors including the Chairman. Other office bearers shall be elected from amongst the nine elected members of the Board. All elections referred to in this rule shall be held at Ordinary general meeting or at meeting called by the Registrar of Co-operative Societies, Bihar in exercise of the powers conferred on him by Rule 6 of the rules framed under Section 43 of the Co-operative Societies Act, 1912. Election of Directors shall be subject to the previous approval of the Registrar of Cooperative Societies, Bihar. 16. It may be stated here that Mr. A.B.N. Sinha does not challenge the validity of the meeting held on the 30th March 1956, or, of the ejection of the Directors at that meeting. He further admits the presence of the petitioner at both the meetings on the 30th March, 1956, and, the 8th May, 1956, but he seriously challenges the validity of the election of opposite party 3 as Chairman of the Board of the Union on the 8th May, 1956, and, therefore, he also challenges the validity of the meeting held on the 8th May, 1956. 17. Mr. A. B. N. Sinha has attacked the validity of the meeting held on the 8th May, 1956, for election of the Chairman on the ground that the Chairm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uction that it is the duty of the Court whenever it is possible to do so to construe provisions which appear to conflict so that they harmonise. It is equally well settled that if two constructions are possible the court must adopt that which will implement and which ensures the smooth and harmonious working of the Act or the rule and discard that which will stultify the apparent intention, and, therefore, eschew the other which leads to absurdity or gives rise to practical inconvenience or makes well-established provisions of existing law nugatory; State of Punjab v. Ajaib Singh 1953 SCR 254: (AIR 1953 SC 10) (A); State of Bihar v. Maharajadhiraja Kameshwar Singh: 1952 SCR 889: (AIR 1952 SC 252 at p. 285 (B); Raj Krishna Bose v. Binod Kanungo AIR 1954 SC 202: 1954 SCR 913 (C); and, Tirath Singh v. Bachittar Singh 1955-2 SCR 457: ( (S) AIR 1955 SO 830) (D).' 20. The rule of harmonious construction, therefore, must be adopted in the instant case. It is true that the words All elections referred to in this rule shall be held at ordinary general meeting , if literally given effect to, would be in conflict with the earlier provision in the rule that the Chairman shall be electe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the ordinary general meeting, but this bye-law 24 (2) is obviously in conflict with the rule which has been quoted above, which is one of the statutory rules framed under Section 66 (2) (vii) of the Act. In face of that statutory rule, the bye-law cannot prevail over it, and, therefore, it must yield to it. I, therefore, hold that bye-law 24 (2) being in conflict with the statutory rule, mentioned before, is ultra vires, and has no force of law. 22. In this connection, Mr. A.B.N. Sinha further submitted that the order of the Registrar dated the 24th September, 1956 (Annexure E), also supports his contention that the Chairman should be elected at the ordinary general meeting. In paragraph 5 of the order, the Registrar, opposite party 1 has said as below: If can be easily conceded that if the Registrar gives the necessary previous permission for the election of an elected Director as Chairman, he should be elected as such at the ordinary general meeting. Mr. Sinha, therefore, strongly relied on the above observation of the Registrar opposite party 1, in support of his contention. The interpretation of the Registrar, however, of the rule is not binding on this Court. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oval of the Registrar has been obtained. The elected Directors have been given the option and, they are to decide whether they will have an official Chairman or a non-official Chairman, even if the approval of the Registrar has been obtained. The very fact, that in the earlier sentence in the proviso, the word shall'' has been used and in the subsequent sentence the word msy has been used, clearly indicates that they have not been used in the same sense. 26. It is well settled that when two words of different import are used in a statute in two consecutive provisions, it cannot be maintained that they are used in the same sense: Member, Board of Revenue v. Arthur Paul Benthall (AIR 1956 SC 35: 1955-2 SCR 842 (E). 27. In my opinion, therefore, the use of the word shall at one place and at the subsequent place may is clear manifestation of the intention of the rule-making power that option has been given to the elected Directors to choose a non-official Chairman if they so like and if the previous approval of the Registrar has been obtained or to choose an official Chairman even if the previous approval of the Registrar has been obtained to elect a non-officia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Meeting of the Central Co-operative Union Ltd., Sitamarhi, was held at Social Club, Dumra, on 30-3-1956. 2. That there was a compromise between the contesting parties. The election of the nine Directors was therefore held unanimously. One of the conditions of the compromise was that the Sub-Divisional Officer was to be the Chairman of the Co-operative Union. The learned Government Advocate, therefore, contended that in view of this compromise, an official Chairman, namely, opposite party 3, was elected as Chairman of the Board. Mr. A.B.N. Sinha, however, relied on his own affidavit in reply to this counter-affidavit sworn by the petitioner, in which he has said in paragraph 2 that there was no compromise for the election of the Sub-Divisional Officer as the Chairman of the Sitamarhi Co-Operative Union. In the first place, the affidavit sworn by Mr. M.A.M. Gilani, Additional Under Secretary to the Government of Bihar, Development Department, who is a responsible Government Officer, must be given preference over the affidavit sworn by the petitioner, and, therefore, I am not prepared to accept the statement of the petitioner that there was no compromise for the election o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Chairman, the very next day requesting for election of a non-official Chairman. Though he had promised on the 30th March, that he would act in a spirit of compromise, within 24 hours he broke his word . This letter also shows that the petitioner was a party to the compromise; one of the terms of which was that the Sub-divisional Officer was to be the Chairman of the Union 33. There is still another circumstance which shuts out the petitioner completely from Court. The petitioner admits in paragraph 19 that he approached the Registrar, opposite party 1, to accord his approval for election of a non-official Chairman. The petitioner, therefore, knew that he had asked the Registrar to accord sanction. This sanction was accorded by the Registrar, opposite party 1, on the 28th March, 1956. The petitioner has admitted further in paragraph 20 of his application that the letter of the Registrar granting approval to the election of a non-official Chairman was addressed to the Deputy Registrar, and, copies thereof were sent to the Chairman of the said Union, namely, to the Sub-divisional Officer, Sitamarhi, and, also to the Honorary Secretary of the said Union and to the Assistant R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Sub-divisional Officer should be elected as Chairman of the Union, he did not make any objection on that ground, and, he objected only to the election of the Chairman at that meeting on the ground that the election of the Chairman must be done by the general body and not by the Board of Directors. 35. In my opinion, therefore, when the petitioner knew about the approval, and, it is obvious that the other elected Directors also knew about the Registrar's approval, and, when, as a matter of fact, all the persons participating' in the meeting called on the 8th May, 1956, for election of the Chairman, knew of the Registrar's approval, there is no question of suppression, much less fraudulent suppression, of the Registrar's approval. In my opinion, therefore, the petitioner by Ma own conduct is now estopped from challenging the election of opposite party 3 on this ground, because the proceeding of the meeting on the 8th May, 1956 or the election of opposite party 3 as Chairman of the Union was not at all mala fide, but it was in accordance with the compromise to which the petitioner was also a party. 36. It was also contended on behalf of the petitioner tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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