IMPORTANT POINT
A meeting of a cooperative society cannot be deemed valid if it does not meet the quorum requirements at its commencement, and subsequent meetings cannot transact business if the initial meeting was invalid.

JUDGMENT :

[Sandeep Mehta, C.J.]

Heard Mr. K.N. Choudhury, learned senior counsel, assisted by Mr. J. Patowary, learned counsel for the appellants. Also heard Mr. J.I. Barbhuiya, learned counsel representing the respondent No.1 and Mr. S.K. Talukdar, learned standing counsel, Co-operation Department, representing the respondent Nos.2, 5, 6 & 7.

2. The instant intra-Court writ appeal poses question to the legality and validity of the judgment & order dated 25.08.2023 passed by the learned Single Judge in WP(C) No.5940/2021 filed by the private respondent No.1, whereby the resolution adopted in the Annual General Meeting (for short, “AGM”) held on 18.09.2020 of the Guwahati Co-operative Urban Bank Limited as well as the approval granted by the Co-operation Department to such resolutions adopted in the aforesaid AGM were declared to be invalid and were quashed. Consequently, the Registrar of Co-operative Societies was also directed to take action in terms with Section 41(6) of the Assam Co-operative Societies Act, 2007 (for short, “the Act of 2007”).

3. The legal issue involved in the matter revolves around interpretation of the provisions contained in Sections 33 and 34 of the Act of 2007, which are reproduced herein below for the sake of ready reference:-

“33. Special General Meeting— (1) The Board may call a special general meeting and shall be bound to do so within forty five days of the date of receipt of a written requisition,-

(a) signed by not less than twenty five percent of the members having right to vote; or

(b) from the Registrar.

(2) Such requisition shall contain the reasons why the meeting is felt necessary and the proposed agenda and no subject other than the subjects included in the proposed agenda shall be discussed at the special general meeting.

(3) If the Board fails to hold a special general meeting on requisition under sub-section (1) or any of the Annual General Meeting under Section 32 within the period specified therein all directors shall cease to be directors on the date of expiry of the said specified period.

(4) Any meeting of the General Assembly other than the Special General Meeting may, with the consent of the majority of the members present, be adjourned from time to time to a later hour on the same day or to any other date as may be provided in this bye-laws, but no business other than that left over at the adjourned meeting shall be transacted at the next meeting.

A notice of such adjournment posted in the notice board of the Head office of the cooperative society on the day on which the meeting is adjourned shall be deemed sufficient notice of the next adjourned meeting.

34. Quorum of meetings of General Assembly— (1) The quorum for a meeting for the General Assembly shall be specified in the bye-laws, but shall not be less than ten percent of the members eligible to vote at the meeting.

(2) If within one hour from the time fixed for meeting of the General Assembly a quorum is not present, the meeting shall stand adjourned ordinarily to the same day in the next week at the same time and place. But the Chairman of the meeting may, however, decide to adjourn the meeting to a later date not later than fifteen days or as may be specified in the byelaws of the society:

Provided that a meeting of the Special General Assembly called on the requisition of members under sub-section (1) of Section 33 shall not be adjourned but dissolved.

(3) If at any time in a meeting there is no quorum the presiding authority shall adjourn it to such time or date as it thinks fit and announce the same at once and the business set down for the meeting shall be brought forward at the subsequent meeting whether at such meeting there is a quorum or not.

(4) No business other than the business fixed for the original meeting shall be transacted at such subsequent meeting.

(5) A notice of such adjournment posted in the notice board of the Head office of the cooperative society on the day on which the meeting is adjourned sha