The resolution of a Co-operative Society to convert itself into a public limited company can indicate an intention to bring an end to itself, triggering the winding up procedure under the relevant legal provisions.

Headnote:
Co-operative Society - Conversion into Public Limited Company - Maharashtra Co-operative Societies Act, 1960, Section 77-A, Section 102 - The court held that the Co-operative Society's resolution to convert itself into a public limited company expressed a clear intention to bring an end to itself, and therefore, the Assistant Registrar should have initiated the winding up procedure under section 102 of the Act instead of appointing an Administrator under section 77-A. The court set aside the order appointing the Administrator and directed the Assistant Registrar to take appropriate action for the liquidation of the society.
Fact of the Case:

The petitioner, a Co-operative Society, sought to convert itself into a public limited company. The Assistant Registrar appointed an Administrator due to the expired term of the Managing Committee.
Finding of the Court:

The court found that the resolution to convert the society into a public limited company expressed a clear intention to bring an end to itself, and the appointment of an Administrator was unjustified.
Issues: The main issue was the validity of the appointment of an Administrator by the Assistant Registrar due to the expired term of the Managing Committee.
Ratio Decidendi: The court held that the society's resolution to convert itself into a public limited company indicated an intention to bring an end to itself, and therefore, the winding up procedure under section 102 of the Act should have been initiated instead of appointing an Administrator under section 77-A.
Final Decision: The court set aside the order appointing the Administrator and directed the Assistant Registrar to take appropriate action for the liquidation of the society.

JUDGMENT S.A. BOBDE, J.:---Heard Mr. Godhamgaonkar, learned Counsel for the petitioner and Mr. S.K. Kadam, learned A.G.P. for the respondents.

2. Rule. By consent of the parties. Rule made returnable forthwith and the petition is taken up for final hearing. This is a petition under Articles 226 and 227 of the Constitution of India.

3. This is an unusual case is which a Co-operative Society i.e. Kisan Vikas Ginning Pressing Limited, has sought to convert itself into a public limited company. Noticing that the Co-operative Society has not held election, to the Managing Committee, the Assistant Registrar, Co-operative Societies, Vaijapur, has exercised his powers under section 77-A of the Maharashtra Co-operative Societies Act, 1960, and appointed an Administrator by the order dated 4th July, 2000.

4. The brief facts are, that the petitioner Kisan Vikas Ginning Pressing Limited, a Co-operative Society, was registered on 29-9-1994. The term of the last Managing Committee expired on 12-4-1996, it was extended under the orders of the Government upto 12-4-1997.

5. Before the expiry of the term, on 13-7-1998 the Co-operative Society resolved in its annual general meeting that due to large scale political interference it is better that the Co-operative Society should cease to function as such under the Maharashtra Co-operative Societies Act, 1960, and it should be converted into a public limited company under the Companies Act, 1956. After this resolution, the Co-operative Society informed the Assistant Registrar Co-operative Societies, Vaijapur, by its letter dated 17-4-1999 that in its Annual General Meeting held on 13-7-1998 it has been resolved that this Co-operative Society should be converted into a public limited company. The Assistant Registrar seems to have not taken any note of this letter and has therefore, not acted on that letter.

6. In the meanwhile, by the order impugned in the present writ petition dated 4-7-2000, the Assistant Registrar Co-operative Societies, has exercised his powers under section 77-A of the Maharashtra Co-operative Societies Act, 1960 and appointed an Administrator to carry on the administration of the said society on the sole ground that the term of the Managing Committee is expired and election has not been held. The learned Counsel for the petitioner, Mr. Godhamgaonkar, argued that the resolution dated 13-7-1998 itself brought an end to the existence of the society having regard to the fact that the society is a juristic person which comes into existence under the provisions of the Maharashtra Co-operative Societies Act, 1960 and its existence continues under that Act, it is clear that its end can also be brought about only in accordance with the provisions of that Act. The existence of a Co-operative Society can come to an end either by cancellation of its registration under section 21 or its due registration under section 21-A of the Act. The other mode, which seems appropriate in this case, is by liquidation. Section 102 of the Maharashtra Co-operative Societies Act, 1960 provides as under :

"102. Liquidation.---(1) If the Registrar,

(a) after an inquiry has been held under section 83 or an inspection has been made under section 84 or on the report of the auditor auditing the accounts of the society, or

(b) on receipt of an application made upon a resolution carried by three fourth of the members of a society present at a special general meeting called for the purpose, or

(i) has not commenced working, or

(ii) has ceased working, or

(iii) possesses shares or members' deposit not exceeding five hundred rupees, or

(iv) has ceased to comply with any conditions as to registration and management in this Act or the Rules or the Bye laws.

is of the opinion that a society ought to be wound up, he may issue an interim order directing it to be wound up.

(2) A copy of such order made under sub-section (1) shall be communicated in the prescribed manner, to the society

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