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IN THE GAUHATI HIGH COURT (HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH)
DEVASHIS BARUAH, J.
Amil Kumar Kalita S/o Lt. Sonaram Kalita – Appellant
Versus
The State Of Assam And Ors – Respondents
WP(C) 5940 of 2021
Decided on : 25-08-2023
Assam Co-operative Societies Act, 2007 - Section 34(1) and 41(6) - Cooperative Bank – Shareholders - Annual General Meeting – Whether in meeting which was held, there was a necessity to have a quorum in terms with Section 34 of Act of 2007 read with Byelaw 22 of Respondent Bank - It would be crystal clear that in a meeting held pursuant to adjournment , there is a requirement of having a quorum of 10% of members eligible to vote in the meeting or any other quorum as mandated in byelaws of Cooperative Society whichever is higher. Para 24
Finding of Court : Registrar of Cooperative Societies who have been empowered under Section 41 of Act of 2007 has to step in by exercising powers by appointing an Officer of Cooperation Department for constitution of Board within 90 days from date of such appointment and all functions of Board has also to be performed by said Officer during period of 90 days at cost of Bank - Court had given due consideration to said submission and is of opinion that as Respondent Cooperation Department had approved resolution so adopted in Annual General Meeting held and it was on account of an incorrect interpretation of Section 34, Annual General Meeting was held , disqualification as set out under Section 40 ought not to be made applicable insofar as the members of erstwhile Board of Directors of Respondent Bank.
Result : Writ petition disposed of
JUDGMENT :
1. The instant writ petition has been filed challenging the Minutes of the Meeting dated 18.09.2020 as well as the approval accorded by the Cooperation Department.
2. The relevant facts as could be discerned from a perusal of the writ petition as well as the other pleadings in the instant proceedings would show that the Guwahati Co-operative Urban Bank Ltd. (hereinafter referred to as “the Bank”) is a Co-operative Society registered under the provisions of the Assam Co-operative Societies Act, 2007 (for short “the Act of 2007”). The tenure of the Board of Directors was supposed to expire in the year 2020. Under such circumstances, prior to the expiry of the tenure, a notice dated 31.07.2020 was issued by the Managing Director of the Bank inviting all shareholders/members to be present at the 51st Annual General Meeting of the Bank. In terms with the said notice dated 31.07.2020, the Annual General Meeting was scheduled to be held on 11.09.2020 at 11 AM at the conference hall of Sanatan Dharma Sabha (Hari Sabha) situated at S.C. Goswami Road, Panbazar. In the said notice, it was also mentioned that if for any unavoidable circumstances, the meeting cannot be held, then the meeting would be held at the same time, same place on 18.09.2020. It is also relevant to take note of the agenda of the said meeting which amongst others stipulated that a new Governing Body of the Bank would be constituted in terms with Act of 2007.
3. This Court also finds it relevant to take note that the Cooperative Bank in question comprises of 4265 shareholders as on 31.03.2020. In the meeting which was held on 11.09.2020, only 22 shareholders were present. The minimum requisite quorum as per Section 34(1) of the Act of 2007 is 10% of the total shareholders i.e. 426 shareholders ought to have been present. Under such circumstances, the Chairman of the Bank adjourned the 51st Annual General Meeting dated 11.09.2020 to be held at the same time, same venue with the same agenda on 18.09.2020.
4. It reveals from the records that the Petitioner who is one of the shareholders had submitted certain representations to the Deputy Commissioner, Kamrup (M), Guwahati as well as to the Police Commissioner, Guwahati City Police on 17.09.2020 stating inter alia that in view of the COVID-19 Pandemic as well as the restrictions, no permission could be granted for the purpose of holding the meeting on 18.09.2020.
5. Be that as it may, on 18.09.2020 at 11 AM, the 51st Annual General Meeting was scheduled. The Minutes of the said proceedings of the 51st Annual General Meeting dated 18.09.2020 is enclosed as Annexure-6 to the writ petition. It transpires from the said Minutes that although there was a requirement of having 10% of the shareholders to be present, i.e. 426 shareholders, but only 101 shareholders were present. The Agenda which was given in the notice dated 31.07.2020 was carried out and the Respondent Nos. 11 to 24 were elected as Board of Directors of the Bank for the period from 2020 to 2025. Thereupon, on 21.09.2020, the Managing Director of the Bank issued a communication to the Assistant Registrar of Co-operative Societies, Guwahati seeking approval of the 51st Annual General Meeting of the Bank held on 18.09.2020. It is the case of the Petitioner that the Assistant Registrar of Cooperative Societies, Guwahati had accorded the approval. It is under such circumstances that the instant writ petition was filed on 30.10.2021.
6. The record reveals that vide an order dated 12.11.2021 notice was issued by this Court.
7. The Cooperation Department of the Government of Assam had filed their affidavit-in-opposition on 22.12.2021. In the said affidavit-in-opposition, it was mentioned that the Assistant Registrar of Co-operative Societies after the perusal of the Observers report had given the approval to the meeting dated 18.09.2020 as per Sections 24 and 45 of the Act of 2007. In paragraph No.8 of the said affidavit-in-opposition, it was mentioned that the Annual
Point of Law : Meeting held which was a meeting in terms with Section 34(2) of Act of 2007 could not have been held without having the minimum quorum of 10% of the shareholders.
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