Dismissed

Institute of Indian Interior Desginers (Iiid) v. the Registrar of Societies

Karnataka HC15 Dec 2022WP/101174/2022

Case brief

AI extract

What is this about?

The High Court (Single Judge) dismissed writ petitions filed by a registered society and its members challenging the District Registrar's confirmation of amended byelaws. The Court held that the society had duly followed the mandatory procedure of approving amendments in a Special General Body Meeting and confirming them in a subsequent General Body Meeting, thereby complying with Section 9 of the

What did the court decide?

The writ petitions filed by the society and its members challenging the registration of amended byelaws were dismissed.

Institute of Indian Interior Desginers… — Pension and Retirement Benefits | Karnataka HC (2022)

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WP No.101174/2022 C/w W.P.No.101441/2022

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IN THE HIGH COURT OF KARNATAKA, DHARWAD BENCH

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DATED THIS THE 15^TH DAY OF DECEMBER, 2022

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BEFORE

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THE HON'BLE MR JUSTICE N.S.SANJAY GOWDA

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WRIT PETITION NO.101174 OF 2022 (GM-KSR) C/W WRIT PETITION NO.101441 OF 2022 (GM-KSR)

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IN WRIT PETITION NO.101174 OF 2022 (GM-KSR) BETWEEN:

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INSTITUTE OF INDIAN INTERIOR DESGINERS (IIID) A REGISTERED SOCIETY UNDER THE KARNATAKA SOCIETIES REGISTRATON ACT, 1960 REGISTERED OFFICE PLYWOOD COLONY, DANDELI DISTRICT: UTTARA KANNADA, KARNATAKA STATE PINCODE-581325. (HEAD OFFICE AT WORLI MUMBAI) REPRESENTED BY ITS NATIONAL PRESIDENT, NEC AND MEMBER OF IIIDAS PETITIONER NO.1 HEREIN,

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MRS JABEEN W/O LALICHAN ZACHARIAS AGE 58 YEARS, OCC ARCHITECT AND PRESIDENT AND MEMBER OF IIID.

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SHRI JIGNESH S/O ISHWARLAL MODI AGE 50 YEARS, OCC ARCHITECT &FORMER HONORARY SECRETARY OF IIID AND MEMBER OF IIID, R/O NO.F-5, VIGNESHWAR ESTATE BESIDE GANDHI SMURTI BHAVAN NANPURA SURAT, STATE GUJARAT -395001.

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…PETITIONERS

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(BY SHRI JAYAKUMAR S. PATIL, SENIOR COUNSEL FOR SHRI S.S.KATAGERI, ADVOCATE)

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AND:

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THE REGISTRAR OF SOCIETIES, OFFICE OF THE REGISTRAR OF CO-OPERATIVE SOCIETIES NO.1 ALI ASKAR ROAD, BENGALURU -560052.

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THE DISTRICT REGISTRAR OF SOCIETIES AND THE DEPUTY REGISTRAR OF CO-OPERATIVE SOCIETIES UTTARA KANNADA KARWAR DISTRICT SARASAWATI SADAN GK RAM BUILDIN HABBAUWADA KARWAR DISTRICT -581301.

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SHRI PRATAP JADHAV AGE 61 YEARS, OCC: PAST PRESIDENT OF IIID R/O 302, PRATAMESH APARTMENT 1194/6 NEAR RAMACHANDRA SABHA MANDAL OFF GHOLE SHIVAJI NAGAR, PUNE 4110005

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SMT. B K. TUNUJA AGE 61 YEARS, OCC: PAST NEC AND MEMBER OF IIID, R/O KANVINDE RAI AND CHOWDHURY, 14-F, MIDDLE CIRCLE, CONNAUGHT PLACE, NEW DELHI-110001.

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SMT. GAYATRI SHETTY AGE 62 YEARS, OCC:PAST MEMBER OF IIID R/O NO.14 TEMPLE TREES ROW CUAVERY COLONY, BENGALURU-560047.

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SHRI SUBHASHCHANDRA AROLE AGE 76 YEARS, OCC:PAST NEC MEMBER OF IIID R/O GOLDEN GRANITE PVT. LTD., 11 SHOPPING ARCADE, AURORA TOWERS OPP. DR. AMBEDKAR STATUE M. G. ROAD, PUNE-411001.

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SHRI RAJENDRA PURI AGE 61 YEARS, OCC:PAST NEC MEMBER OF IIID R/O NO.3 PANCH SHEELENCLAVE, DURGAPUA, JAIPUR -302018.

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SHRI VISHNU BHEDA AGE 61 UEARS, OCC:PAST NEC MEMBER OF IIID NO. 9, RUCHA- VARSHAAPARTMENT P.NO. 23, MAYUR COLONY, KOTHRUD PUNE-411038.

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SMT SHYAMALA PRABHU AGE 61 YEARS, OCC:PAST NEC MEMBER OF IIID R/O 28, 6^TH CROSS, 1 MAIN, 1 BLOCK, KORAMANGALA, BENGALURU-560034.

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SMT. APARNA BIDARKAR AGE 59 YEARS, OCC: PAST NEC MEMBE OF IIID R/O PLOT NO. 143, ROAD NO. 13, BANJARA HILLS, HYDERBAD-500034.

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SHRI PARESH KAPADE AGE 46 YEARS, OCC:PAST NEC MEMBER

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OF IIID R/O P-203, METRO TOWER, NEARVIJAYNAGAR CIRCLE, A. B. ROAD, INDORE-452010.

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SHRI RAHUL DALVI

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AGE 48 YEARS, OCC: PAST NEC MEMBER OF IIID R/O NO.401, CORAL APARTMENT, B/11, AKOTA STADIUM NEARSNDT COLLEGE, AKOTA, VADODARA-390020.

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SHRI RAVINDRA ANCHURI AGE 51 YERAS, OCC: PAST NEC MEMBER OF IIID R/O PLOT NO.31 AND 32, GANGAENCLAVE, NEAR KONARK HOSPITAL, JEEDIMETLA VILLAGE, SECUNDERBAD-560067.

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…RESPONDENTS

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(BY SHRI SHIVAPRABHU HIREMATH, AGA FOR R1; SHRI SHIVARAJ S. BALLOLI & SHRI HARISH KUMAR V.L., ADVOCATES FOR C/R3 TO R13;

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SHRI SHIVARAJ S.BALLOLI, ADVOCATE FOR R2-R12)

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THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF CONSTITUTION OF INDIA PRAYING TO:

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A. ISSUE A WRIT IN THE NATURE OF CERTIORARI OR ANY OTHER APPROPRIATE WRIT OR ORDER OR DIRECTION, BY QUASHING THE IMPUGNED ORDER DATED 16-02-2022 AS PER ANNEXURE-AK HEREIN, AND IN CONFIRMING THE EARLIER ORDER DATED 04-11-2021 AS OF APPROVING THE SAID 2019 AMENDMENT TO THE IIID AS PER ANNEXURE-J HEREIN, AS PASSED BY THE RESPONDENT NO.2 HEREIN-DISTRICT REGISTRAR AND DEPUTY REGISTRAR OF CO-OPERATIVE SOCIETIES, UTTARA KANNADA, KARWAR, BY ALLOWING THIS WRIT PETITION, IN THE INTEREST OF JUSTICE AND EQUITY.

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IN WRIT PETITION NO.101441 OF 2022 (GM-KSR) BETWEEN:

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SHRI. SAROSH S/O HOSHANG FARAMROZE WADIA AGE. 62 YEARS, OCC. ARCHITECTURE AND MEMBER OF IIID WITH NO.ALM-0999 R/O. ‘MANORATH’ NO.1 FRENCH GARDEN ATHWA LINE, SURAT-395001 GUJARAT STATE.

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SHRI RAMESH CHANDRA KHANNA S/O. LATE NANDAKISHOR KHANNA AGE. 85 YEARS, OCC. ARCHITECTURE AND MEMBER OF IIID WITH NO.TLM-0092, R/O.PLOT NO.63, HATKESH C.H.S.LTD NORTH-SOUTH ROAD, J.V.P.D. SCHEME VILE PARLE (WEST), MUMBAI-400049 MAHARASHTRA STATE.

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SHRI. SAJAN PULIMOOD S/O MATHAI PULIMOOD AGE. 68 YEARS, OCC. ARCHITECTURE

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AND MEMBER OF IIIDWITH NO.ALM-2310 R/O. PULIMOOD, VEEKSHANAM ROAD, KOCHI, KERALA STATE, PIN CODE. 682018.

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SHRI SANDEEP KUMAR SARSWAT S/O ASHOK KUMAR SARSWAT, AGE: 47 YEARS OCC. ARCHITECTURE AND MEMBER OF IIID WITH NO.ALM-10170, R/O. C-14, HARSHITA COMPLEX FIZABAD ROAD, LUCKNOW, UTTAR PRADESH STATE, PIN CODE.226016.

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SHRI. NITIN S/O RAMCHANDRA KILAWALA AGE. 71 YEARS, OCC. ARCHITECTURE AND PAST PRESIDNET AND MEMBER OF IIID WITH NO.FAM/1071, R/O.NO.57 “SMRITI” NETAJI SUBHAS CHANDRA BOSE ROAD, JUHU SCHEME, MUMBAI, MAHARASHTRA STATE, PIN CODE. 400056.

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…PETITIONERS

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(BY SHRI JAYAKUMAR S.PATIL, SENIOR COUNSEL FOR SHRI S.S.KATAGERI, ADVOCATE)

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AND:

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THE DISTRICT REGISTRAR OF SOCIETIES, AND THE DEPUTY REGISTRAR OF CO–OPERATIVE SOCIETIES,

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UTTAR KANNADA, KARWAR DISTRICT.

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SARASWATI SADAN, GK RAM BUILDIN, HABBUWADA,KARWAR-DISTRICT, PIN CODE: 581301.

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SHRI. PRATAP JADHAV, AGE: 61 YEARS, OCC: PAST PRESIDENT OF IIID R/O. 302, PRATAMESH APARTMENT, 1194/6, NEAR RAMACHANDRA SABHA MANDAL, OFF GHOLE ROAD, SHIVAJI NAGAR, PUNE. PIN CODE: 4110005.

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SMT. B. K. TANUJA,

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AGE: 61 YEARS, OCC: MEMBER OF IIID, R/O. KANVINDE RAI AND CHOWDHURY, 14-F, MIDDLE CIRCLE, CONNAUGHT PLACE, NEW DELHI-110001.

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SMT. GAYATRI SHETTY AGE: 62 YEARS, OCC: PAST NEC MEMBER OF IIID, R/O. NO.14, TEMPLE TREES ROW, CAUVERY COLONY, BENGALURU-560047.

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SHRI. SUBHASHCHANDRA AROLE, AGE: 76 YEARS, OCC: NEC MEMBER OF IIID, R/O. GOLDEN GRANITE PVT. LTD., 11, SHOPPING ARCADE, AURORA TOWERS, OPP. DR. AMBEDKAR STATUE, M.G. ROAD, PUNE-411001.

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SHRI. RAJENDRA PURI, AGE: 61 YEARS, OCC:NEC MEMBER OF IIID, R/O. NO.3, PANCH SHEEL ENCLAVE, DURGAPURA, JAIPUR. PIN CODE: 302018.

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SHRI. VISHNU BHEDA, AGE: 61 YEARS, OCC: NEC MEMBER OF IIID, NO. 9, RUCHA - VARSHA APARTMENT, P. NO.23, MAYUR COLONY, KOTHRUD,

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PUNE-411038.

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SMT. SHYAMALA PRABHU, AGE: 61 YEARS, OCC: NEC MEMBER OF IIID, R/O. NO.28, 6^TH CROSS, I MAIN, I BLOCK, KORAMANGALA, BENGALURU -560034.

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SMT. APARNA BIDARKAR, AGE: 59 YEARS, OCC: NEC MEMBER OF IIID, R/O. PLOT NO.143, ROAD NO.13, BANJARA HILLS, HYDERABAD-500034.

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SHRI. PARESH KAPADE, AGE: 46 YEARS, OCC:NEC MEMBER OF IIID, R/O. P-203, METRO TOWER, NEAR VIJAYNAGAR CIRCLE,

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A.B. ROAD, INDORE-452010.

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SHRI. RAHUL DALVI,

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AGE: 48 YEARS, OCC:NEC MEMBER OF IIID, R/O. NO.401, CORAL APARTMENT, B/11, AKOTA STADIUM NEAR SNDT COLLEGE, AKOTA, VADODARA-390020.

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SHRI. RAVINDRA ANCHURI,

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AGE: 51 YEARS, OCC: NEC MEMBER OF IIID, R/O. PLOT NO.31 AND 32, GANGA ENCLAVE, NEAR KONARK HOSPITAL, JEEDIMETLA VILLAGE, SECUNDERABAD-500067.

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…RESPONDENTS

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(BY SHRI SHIVAPRABHU HIREMATH, AGA)

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THIS WRIT PETITION IS FILED UNDER ARTICLES 226 AND 227 OF CONSTITUTION OF INDIA PRAYING TO:

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A. ISSUE A WRIT IN THE NATURE OF CERTIORRI OR ANY OTHER APPROPRIATE WRIT OF ORDER OR DIRECTION BY QUAHSING THE IMUPGNED ORDER DATED 16.02.2022 AS PER ANNEXURE-X HEREIN AND SO ALSO WHEREBY CONFIRMING THE EARLIER ORDER DATED 04.11.2020 AS PER ANNEXURE-N HEREIN AS PASSED BY THE RESPONDENT NO.1 HEREIN DISTRICT REGISTRAR AND DEPUTY REGISTRAR OF COOPERATIVE SOCIETIES UTTARA KANNADA, KARWAR BY ALLOWING THIS WRIT PETITION, IN THE INTEREST OF JUSTICE AND EQUITY.

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THESE WRIT PETITIONS, HAVING BEEN HEARD AND RESERVED FOR ORDERS, COMING ON FOR PRONOUNCEMENT, THIS DAY, THE COURT MADE THE FOLLOWING:

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ORDER

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The petitioner in W.P.No.101174/2022 is a society registered under the Karnataka Societies Registration Act (hereinafter referred as ‘the Act’ for brevity). This petition is filed by the society and its President and a former Secretary and they seek to challenge the registration of the changes made to the byelaws in this writ petition. This is infact, the second round of litigation.

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The facts leading up of to the filing of the writ

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petition are as follows;

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On 03.08.2019, there was a Special General Body Meeting held in the society in which certain modifications to the existing byelaws of the society was taken up for consideration. The minutes of the Special General Body Meeting, which is produced vide Annexure-D to the writ petition has recorded the following.

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"RESOLVED THAT the constitution amendments as proposed in the document circulated along with notice of the Special General Body Meeting and subject to amendments /additions/deletions proposed in Clauses 14, Part B clause 18 and part C clause

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2.1.1 as suggested by members be and are hereby adopted and FURTHER RESOLVED that Constitution Committee be and is hereby authorized to take all steps for convening second General body meeting by circulating due notice to all eligible members."

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Thus, two decisions were taken as per the above resolution. Firstly, the proposed amendments were adopted and Secondly, the Committee was directed to take all steps to convene the second general body meeting.

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This second General Body meeting was required

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to be convened since the amendments related to the alteration of the memorandum of position as required under Section 9 of the Act and the byelaw number 8.3.1 (which is essentially a reflection of the requirement under section 9 of the Act).

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It is to be stated here that under Section 9 of

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the Act, the amendments, being amendments to the objects of the Society, were required to be initially approved in a Special General Body Meeting and was also

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required to be confirmed at a second Special General Body

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Meeting.

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Infact, in Annexure-D itself, it has been agreed

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upon and reads as follows.

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“As per statutory provisions we are required to call 2 General Body Meetings to put forth the amendments to members and after their approval present the same to the Registrar of Societies for approval and record. This is the first such Special General Body Meeting, a notice of which was mailed to all eligible members along with draft amendments and calling for their suggestions. Accordingly 2 Members sent their suggestions which Mr. Arole, Chairman of Constitution committee, will brief you.”

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On 29.09.2019, the 40^th Annual General Meeting was convened and in the meeting, one of the items of the agenda was to read and approve the amendments to the byelaws, which had been approved in the Special General Body Meeting held on 03.08.2019.

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The minutes of the 40^th Annual General Meeting, which are produced as Annexure-E to the writ petition and in so far as it relates to the amendment of the bylaws reads as follows;

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“40.7 To read and approve the Amendments to IIID Constitution (Memorandum and Articles of Association) as approved in the Special General Body Meeting held on 03/08/2019 at Indore.

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40.7.1 President Mr. Pratap Jadhav said that passing of the amendments is now only a formality. He informed that Institute has received 2 letters from the members Mr. Bimal Mistry from Ahmedabad and Mr. Ramesh Khanna from Mumbai.

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40.7.2 Mr. Bimal Mistry in his mail has written that there are many grammatical mistakes in the draft constitution. President Pratap Jadhav assured that there cannot be any as Team of NEC members Ms. Jabeen Zacharias, Mr. Manish Kumat, Mr. Pratap Naik and Mr. Arole have thoroughly checked every word of it.

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40.7.3 Regarding Mr. Bimal Mistry's objection about name change from "Institute of Indian Interior Designers" to "Indian Institute of Interior Designers” Mr. Pratap Jadhav gave a little background saying that our name was "Indian Institute of Interior Designers". However it was changed to its present name due to Central Government GR prohibiting use of names original beginning with country's name. He said that later on this circular has been changed to withdrawn. Now we propose to go back to old name as it gives a different perception at international level. In many countries all over the world the names of their national interior designers Associations start with the country name first as it connotes country's Institute and has a national angle. He said that NEC after due deliberation has

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decided to go ahead with the proposed name change.

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40.7.4 About Mr. Bimal Mistry's objection about incurring expenses for name change, Mr. Pratap Jadhav said that it will be minimal. We have even consulted our Lawyer Mr. Prerak Vora who has opined that even our logo will not get affected. We will have only to inform Registrar of Trade Marks about name change.

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40.7.5 Mr. Bimal Mistry's doubt as to whether the properties purchased by us at Pune, Jaipur, Vadodara will get affected as the contracts were made in old name, Mr. Pratap Jadhav informed that Mr. Sameer Joshi has obtained consultant's letter which clarifies that our rights in the properties will not get affected. Only we will have to give information to concerned Authorities. Even no stamp duty will be payable for such change.

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40.7.6 Then Mr. Pratap Jadhav informed to the meeting receipt of letter from Mr. Ramesh Khanna. Trade member from Mumbai, who sought clarification about amendment in clause 4.2.6 by which strength of Trade members in NEC will get adversely affected as it proposes election of candidates securing highest votes in descending order and in such scenario trade may not get enough votes and will not be elected at all. Mr. Khanna claimed in his letter that the very purpose of Trade participation in Institute's working as enshrined by earlier constitution will get defeated. Mr. Khanna in his letter proposed for amending the constitution so that 1/3^rd of the NEC seats will be reserved for Trade category only.

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40.7.7 Mr. Pratap Jadhav felt that we should consider this change. Mr. Arole opined

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that we should not do it hurriedly and it needs further discussion. He said that if we make this change we will be doing injustice to candidates from Associate category as someone even getting more votes than Trade category member will be eliminated. Mr. Arole felt that entire election process should be discussed thoroughly and this suggestion can be part of it.

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40.7.8 Mr. Pratap Jadhav said that he agrees with Mr. Arole to some extent and the issue should be thoroughly discussed and considered in next amendment. Mr. Arole wanted to know the time frame for next amendments to which Mr. Pratap Jadhav said that the next team should bring it in next 6 months.

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40.7.9 After the above discussion, Mr. Sarosh Wadia proposed for adoption of constitution amendments which was seconded by Mr. Paresh Kapade and the meeting approved the same unanimously.”

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Thus, as required under Section 9 of the Act and Byelaw No.8.3.1, the amendment to the byelaws was approved in Special General Body Meeting and was confirmed in the Annual General Meeting. Thereafter, the change in the byelaws, which was required to be filed with the Registrar for registration, was however not filed.

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On the ground that the President of the Society had withheld the filing without any authority of law,

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Smt. Gayatri Shetty, the Joint Under Secretary, filed the approved amendments to the Registrar and requested him to register the same. This letter of Smt. Gayatri Shetty was accompanied by the signatures of 11 out of the 13 members of the National Executive Council (hereinafter referred as ‘NEC’ for brevity).

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The Registrar acted upon the said requisition and approved the amendments and ordered its registration by an order dated 04.11.2020.

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However, the Registrar proceeded to pass an order on 09.12.2020, temporarily canceling the order of registration that he had passed on 04.11.2020. Thereafter, by another order dated 24.12.2020, he ordered that the registration that he had approved on 04.11.2020 shall continue in its operation.

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This act of the Registrar prompted the society and its President and one of its members of the NEC to file a Writ Petition before this Court in W.P.No.100380 of 2021. This Court, by an order dated 16.02.2021, quashed

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the order dated 24.12.2020 on the ground that it was without any reasoning whatsoever and this Court directed the District Registrar to hear the society and also such other members may be interested in the said resolution.

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In the course of the order, this Court observed that in a situation where the resolution of the General Body approving the amendments were not filed by the society, it would be open for the members or the Directors to bring such inaction to the notice of the Registrar and the Registrar on becoming aware of such a situation would be entitled to notify the society, ask for its explanation and then proceed to pass an appropriate order regarding the registration of the Byelaws.

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This order was challenged before the Division Bench by filing the Writ Appeal No.100049 of 2021 by the society (writ petitioners) and also by the contesting respondents. The Division Bench of this Court, by an order dated 04.08.2021, modified the order passed in the Writ Petition and quashed the order dated 04.11.2020, by which the amendment was ordered to be registered. The

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Division Bench remanded the matter to the District Registrar with a direction to the District Registrar to afford an opportunity to the petitioners, contesting respondents and other members of the society to hold a proper enquiry and pass an appropriate order in relation to the amendments.

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Pursuant to the said order, the 2^nd respondent has issued notices to the writ petitioners as well as the contesting respondents and after hearing both the parties, the 2^nd respondent has concluded that the procedure adopted for amending the bylaws were proper and the amended bylaws were required to be registered.

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He accordingly confirmed the registration of the byelaws that had been done by his order dated 04.11.2020. The society along with its President and former of the secretary has therefore filed W.P.No.101174 of 2022 challenging the registration of the amended bylaws of the amendments.

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In addition, five other members of the society are also before this Court also challenging the registration of the byelaws by filing W.P.No.101441 of 2022.

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Thus, the question to be considered in these writ petitions is as to whether the registration of the amended Byelaws by the District Registrar is in accordance with law.

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Shri Jayakumar S.Patil, learned Senior Counsel appearing for the Society contended that Section 9 of the Act required that the amendments to the Memorandum Of Association would have to be approved by a Special General Body Meeting and thereafter be confirmed at a 2^nd General Body meeting and this procedure was not adopted.

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According to him, the amendments were not approved in a properly constituted Special General Body Meeting in as much as the Special General Body Meeting held on 03.08.2019 had been convened by the President who had no authority to convene the said meeting and

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consequently, the mandate of Section 9 of the Act had been violated.

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Learned Senior counsel sought to highlight the fact that in the meeting held on 03.08.2019 had been resolved that the constitution committee was authorized to take all steps for convening a 2^nd General Body Meeting by circulating it to all the eligible members and there was thus no approval for the proposed amendments.

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He also contended that in the meeting held on 12.10.2019 it had been pointed out that the amendments were null and void and the decision taken at the Annual General Meeting was redundant. He also stated that it had been decided to secure the legal opinion and therefore it was clear that there was no approval at all to the proposed amendments.

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Shri Ajesh Kumar, learned counsel appearing for the contesting respondents, has however, contended that it cannot be in dispute that the proposal for amending the Byelaws was considered and approved in the Special

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General Body Meeting held on 03.08.2019. He also submitted that it cannot be in dispute that these amendments were again considered in the 40^th Annual General Meeting which was conducted after 30 days of the Special General Body Meeting and after an elaborate discussion, it had been approved as could be seen from the minutes dated 29.09.2019 at 40.7.9. He contended that since the amendments were initially approved at a Special General Body Meeting and subsequently confirmed in a 2^nd General Body Meeting, it would be improper for the society to contend that the amendments had not been approved in the manner stated in Section 9 of the Act and the byelaws.

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He contended that the discussion, if any, held subsequently would not and could not render the resolution of the 2^nd General Body Meeting is invalid. He submits that once the resolution had been adopted to amend the byelaws, any further discussion on the matter in any meeting would have no relevance and only the formality that was required to be done was to file the

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byelaws and seek its registration at the hands of the District Registrar.

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He further submitted that the District Registrar had examined the byelaws that were filed and had satisfied himself that the amendments were in accordance with the provisions of the Act and Rules and they were therefore registered. Learned counsel submitted that merely because the incoming President and another member had certain misgivings about the resolution, they could not forestall or repudiate the will of General body Meeting, which was undoubtedly supreme in the society.

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In order to appreciate the above contentions, a brief overview of the relevant statute and its provisions are necessary.

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The Karnataka Societies Registration Act is an Act to provide for the registration of literary scientific charitable and other societies. The scheme of the Act requires that a society which consists of at least 7 members should be registered under the Act. The Act

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prescribes a mode for forming the societies and also prescribes the requirements with regard to the memorandum.

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The Act provides for presenting the memorandum of association and the rules and regulations of the society for its registration and on such presentation, if the Registrar is satisfied that all the requirements of the Act and Rules are complied with, the Registrar is required to register the same and issue a Certificate Of Registration.

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The Act also provides for alteration of the Memorandum Of Association and for change in the rules and regulations. If the governing body of a society registered under the Act proposes to alter the memorandum of association, it is required to convene a Special General Body Meeting for considering the proposed amendments and submit the propositions for approval of the members.

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If Special General Body Meeting, as provided under the Rules and Regulations are convened and the members in the General Meeting are agreed to the proposition, the agreed proposition would have to be once again confirmed at a 2^nd Special General Body Meeting which is also required to be considered by the Governing Body after intervening 30 days.

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In other wards in respect of amending or altering the memorandum of association, the law requires that the proposed amendments is to be accepted in a Special General Body Meeting and also be confirmed at a 2^nd Special General Body Meeting.

¶174

The obvious intent of Section 9 of the Act is to ensure that there is a complete and comprehensive consideration of the proposed amendments not just in one meeting but in two separate meetings. The 2^nd General Body Meeting contemplated is obviously to ensure that the members have applied their mind to the consequences of change in the memorandum and are agreeable with the amendment even after a cooling of period of 30 days.

¶175

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In essence, the Special General Meting is made to statutorily reflect on the amendments which had been passed for a minimum period of 30 days and only if it still continued to be of the view that the proposed amendments, it could pass it and only then it could be presented for registration. A memorandum of a Society is basically the core values declared for which a Society is formed so to achieve the objects and obviously if this core was required to altered with, the law prescribes a rethink is compulsorily needed and should not be acceptable on just one approval granted in one meeting. This is essentially to prevent amending the memorandum in say, the heat of the moment or to prevent a decision taken in haste or in response to some situation.

¶178

It is to be noticed here that in respect of any change in the name, rules and regulations, the amendments are required to be approved in only one meeting as against the two meetings mandated under Section 9 of the Act.

¶179

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In the instant case, as could be seen from the minutes of the meeting, the draft amendments were circulated and two members had in fact sent in their suggestions and thereafter, the proposed amendments were deliberated and the same were also approved subject to the amendments/additions/deletions proposed in Clauses 14, Part B clause 18 and part C clause 2.1.1 as suggested by members. In the light of the fact that the proposed amendments were deliberated upon, suggestions of the members to add and delete were also incorporated into the amendments and thereafter approved, it cannot be held that the proposed amendments were not proved.

¶182

The fact that it was clearly stated that two General Body Meetings were required to be called for considering the amendments after due notices to all the members concerned proves without any doubt the Special General Meeting, after approving the proposed amendments was conscious of the requirement of the law for ratification of the amendments in a second Special General Meeting, if, the Special General Meeting had not

¶183

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approved the amendments, the question of directing steps to be taken to convene a second Special General meeting would never have arisen.

¶186

The reliance of the learned Senior counsel on only the 2^nd part of the resolution that the constitution committee was authorized to take all steps to convene a 2^nd General Body Meeting by circulating due notice indicated that the proposed amendments had not been approved cannot therefore be accepted at all.

¶187

A complete reading of the resolution would clearly indicate that the proposed amendments had been approved and the amendments/additions/deletions of proposed members was also adopted.

¶188

It is also not in dispute that the 2^nd Annual General Meeting was convened on 29.09.2019 and in the said meeting as per the clause 40.7, the proposed amendments as had been approved in a meeting held on 03.08.2019 at Indore was again taken up for consideration. It has been recorded in the minutes by the

¶189

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society (as could be seen from the extraction above) had received two letters regarding the amendments from Mr.Bimal Mistry and Mr.Ramesh Khanna from Mumbai and both of them were considered.

¶192

The said minutes also indicate that the suggestions of Mr. Ramesh Khanna was also considered and it was noticed that Mr. Arole was of the view that the entire election process should be discussed thoroughly and this suggestion could also be a part of the discussion. It is to be here that ultimately Mr. Pratap Jadhav, the president agreed with Mr. Arole to some extent and stated that ‘ issue should be thoroughly discussed and considered in the next amendment’ , for which Mr. Arole wanted to know the time frame for the next amendments and Mr. Pratap Jadhav had stated that the next team should bring it in within 6 months.

¶193

Thus, according to the clause 40.7.8, the suggestion of Mr. Ramesh Khanna was decided to be taken up in the next amendments, which would be brought it in the next six months. It was however not resolved that the

¶194

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amendments that had been approved on 3.8.2019 should be deferred for six months. In fact clause 40.7.9 clearly states that after discussion, Mr. Sarosh Wadia had proposed the adoption of constitution amendments which was seconded by Mr. Paresh Kapade and the meeting approved the same unanimously.

¶197

It cannot therefore be in dispute that ultimately, in the 2^nd meeting held on 29.09.2019, the amendments to the Memorandum of Association were approved unanimously.

¶198

Consequently, since the amendments to the Memorandum of Association were approved in a meeting held on 03.08.2019 and confirmed in the 2^nd meeting held on 29.09.2019, it cannot be in doubt the procedure followed for amendment as prescribed under the statute were duly complied with.

¶199

Section 9 of the Act reads as follows;

¶200

“9 . Alteration of memorandum of association .- (1) Whenever it shall appear to the governing body of any society

¶201

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registered under this Act which has been established for any particular purpose or purposes that it is advisable to alter, extend or abridge such purpose or for other purposes specified in section 3, the governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special general meeting for the consideration thereof according to the rules and regulations of the society. But no such proposition shall be deemed to have been approved unless such report has been delivered or sent by post to every member of the society twenty-one days previous to the date of the special general meeting convened by the governing body for the consideration thereof, and unless such proposition shall have been agreed to by the votes cast in favour of the proposition by members who being entitled so to do, vote in person, or where proxies are allowed, by proxy, and such votes are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting and confirmed by a similar majority of votes at a second special general meeting convened by the governing body after an interval of thirty days after the former meeting.

¶204

(2) Every change in the memorandum of association approved under sub-section (1) shall be filed with the Registrar within thirty days from the date of making thereof and the Registrar may if he is satisfied that the change is in accordance with the provisions of this Act and the rules made thereunder register such change. Such

¶205

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change shall not have effect until it has been so registered.

¶208

(3) If the Registrar refuses to register a change in the memorandum of association under sub-section (2) an appeal shall lie to the 1[Karnataka Appellate Tribunal] within sixty days from the date of communication of his refusal to register the change.”

¶209

Section 9(2) of the Act, thereafter, requires every change in the memorandum of association approved under sub-section (1) should be filed with the Registrar within thirty days from the date of making thereof and it also states that the Registrar, if satisfied that the change is in accordance with the provisions of the Act and the rules, order for registration of such a change. It is declared that such change shall not have effect until it has been so registered.

¶210

Thus, the moment a change in the Memorandum Of Association is approved, by use of the word ‘shall’ in sub-section (2), the society is bound to file the same with the Registrar and seek for its registration.

¶211

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This is obviously because once the body of the members in a General Meeting has approved the amendments to the byelaws and also confirmed it in a 2^nd General Body Meeting, that clear mandate will have to be given effect. By necessary implication, the law does not provide for any of the office bearers to withhold the filing of the approved amendments for its registration and thereby its registration and the prevention of giving effect to the amendments. If any office bearer of a society, such as the President or Secretary is held to have the power to withhold or delay the filing of the approved amendments, it would tantamount to an elected office bearer obstructing, disagreeing and ultimately nullifying the will of the General Body of the society. This is obviously impermissible.

¶214

The argument that the approved amendments could be filed before the District Registrar only with an authorization and since the same had been submitted without authorization, the same were illegal cannot also be accepted. If this argument is to be accepted, it would

¶215

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amount to one single office bearer or a couple of office bearers, preempting or nullifying the will of the General Body. The Governing body gets its jurisdiction to govern the society on the basis of an election held by its members and in a society. In the ultimate analysis, it is the will of the General Body of the members that would prevail and it is for this reason, in respect of an amendment to the byelaws, the same are required to be approved by a General Body.

¶218

In case of alteration to the memorandum of association, the amendments have to be approved in two General Body Meetings and on the approval in two special general meetings, it is held that an office bearer of the Governing Body ensures that it is not given effect to by ensuring that the same are not filed for registration, it would essentially amount to the office bearer of the Governing Body nullifying an amendment which has been approved by the general body on two occasions, the fundamental principle that the decisions of general body is supreme and should prevail would be made redundant.

¶219

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In this view of the matter, it is clear that the office bearers who had some misgivings about the approval granted to the amendments, could not have taken a decision to withhold or postpone the filing of the approved amendments to the District Registrar. In such a situation, the presentation of approved amendments to the District Registrar by 11 out of the 13 members of the NEC, cannot be found fault with. It is to be stated here that these 11 members of a body of 13, were fundamentally giving effect to the will of the general body, while, the other two members were attempting to prevent the will of the general body from being given effect to.

¶222

The District Registrar has noticed that the procedure for amending the byelaws were duly complied with and after noticing that the proposed amendments were in accordance with the provisions of the Act and Rules, has rightly ordered its registration.

¶223

The impugned order of the District Registrar affirming the registration of the approved amendments on 4.11.2020, cannot therefore be found fault with.

¶224

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The writ petitions are therefore dismissed.

¶227

Sd/-

¶228

JUDGE

¶229

Institute of Indian Interior Desginers (Iiid) v. the Registrar of Societies

Case brief

What is this about?

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Institute of Indian Interior Desginers (Iiid) v. the Registrar of Societies

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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Statutes considered

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