( 1 ) RULE. Mr. B. M. Mangukia, learned A. G. P. waives service of rule on behalf of respondent Nos. 1, 2 and 5. With the consent of learned advocate for petitioner and A. G. P. for respondent Nos. 1, 2 and 5 matter is heard finally.

( 2 ) BY this petition under Art. 227 of the Constitution of India petitioner, a duly registered Co-operative Society challenges the action of the Registrar, co-operative Societies respondent No. 2 herein of appointing three members in the Board of Directors of the petitioner-Bank under bye-law No. 28 of vanthali Vibhagiya Nagarik Sahakari Bank Ltd. The said order appointing respondent Nos. 3 and 4 and also the officer of the Co-operation Department as members of the Board of Directors of the petitioner-Bank is issued vide order dated 23-2-1991 which is at Annexure "a" to the petition. This order is the subject-matter of challenge in this petition,

( 3 ) SHORT facts giving rise to the present petition are as under : (I) The petitioner is a duly registered Co-operative Society carrying on the business of banking at Vanthali village, District Junagadh. As a Co-operative bank it has its own bye-laws. As per bye-law No. 28 there is a provision that three members on the Board of Directors can be appointed by the officer of the Co-operative Department of the State of Gujarat. It may be stated that exact language of bye-law No. 28 is not available to this Court nor was it made available at the time of hearing of this petition. However, Mr. N. D. Nanavaty, learned Counsel for petitioner-Bank has made it clear that bye-law no. 28 is authorising the State of Gujarat to appoint three members on the board of Directors. Such power given to the State of Gujarat is not in any way restricted by the language of said bye-law. Said bye-law does not prescribe any limitations on the power of the State of Gujarat nor does it expressly stipulate consultation with the petitioner-Bank before making such appointment. (ii) It is the case of the petitioner-Bank that it does not receive any financial assistance from the State of Gujarat. The State Govt. has also not invested any amount by way of its share capital or otherwise in the funds of the petitioner-Bank. However, while framing its bye-laws the petitioner-Bank has framed bye-law No. 28 enabling the State to make appointment of three members on the Board of Directors of the petitioner-Bank. (iii) It is in exercise of powers conferred by this bye-law No. 28 that the State Government has passed order, dated 27-2-1991 appointing respondent nos. 3 and 4 and Co-operation Officer as Directors on the Board of Directors of the petitioner-Bank. .

( 4 ) MR. N. D. Nanavaty, learned Advocate for petitioner-Bank has challenged this action of the respondent No. 2 mainly by making following submissions :power to appoint Directors on the Board of Directors of the petitioner- bank is, though conferred by bye-law No. 28 of the petitioner-Bank, a power coupled with duty and therefore before appointing any person as Director on the Board of Directors the petitioner-Bank should be heard or at least it should be consulted and since before passing the impugned order the petitioner-Bank is not consulted, the order is in violation of rules of natural justice. IN the alternative, if no requirement of hearing the petitioner-Bank before appointing Directors on the Board of Directors can be inferred, at least a limited hearing to the extent of disclosing the names of the Directors to the petitioner-Bank and inviting objections of the petitioner-Bank to such names should be followed. THE respondent No. 3 ought not to have been appointed as a member of the Board of Directors since he was a defaulter and not qualified to be appointed as such. Even a criminal case for offences punishable under Sees. 324, 504, 506 of I. P. C. was pending against the respondent No. 3, and therefore, also it was not permissible to appoint respondent No. 3 on the Board of directors.

( 5 ) MR. Mangukia, learned A. G.