Radhakrishnan, Ag.C.J.

State of Kerala and others are the appellants. They are aggrieved by the judgment of the learned single Judge setting aside the order of the Registrar of Co-operative Society dated 22-12-2006 issued in exercise of the powers conferred on him under section 33(1) (ii) of the Kerala Co-operative Societies Act, 1969 appointing a Part Time Administrator for administration and management of the Kerala State Co-operative Hospital Complex & Centre for Advanced Medical Services Ltd. On the ground that the managing committee of the society has lost its quorum.

2. The first respondent WP(C).34569/06 is a registered Co-operative Society. The activities of the society include conducting of a medical college, a pharmacy college, a nursing school, a dental college, a medical college public school, Sahakarana Hridyala and so on. Election of the members to the Board of Directors of the above mentioned society was held on 11-7-2002 and the total number of Board of Directors to be filled up was 13 and a committee was constituted with 13 members. Later the society had nominated 6 members to the Board of Directors. Managing Director being the Ex-officio member was also one among the Directors. The total number of Directors was later increased to 20 by nominating six directors in addition to 13 elected Directors. Society amended its byelaws in the year 2005 vide Ext.P4. Later clauses 20(ii)(d), 20(ii)(e) and 20(ii)(f) of the byelaws were also made with effect from 29-4-2006 vide Ext.P7. Later the general body amended the byelaws and fixed that the maximum number of the Board of Directors as 25. General body has also resolved to amend clause 1(a) of the byelaws of the society including the society under the category of Federal Society.

3. Registrar of Co-operative Societies has approved the above mentioned amendments and issued the certificates of registration signed and sealed by him as provided under section 12 of the Act. The six nominated members from the constituency holding not more than 2 lakhs share capital in the society lost their membership in the Board of Directors of the society since they ceased to be members of the Board of Directors of the institutions from which got elected to the board of Directors of the society. Accordingly the remaining number of Board of Directors of the society was reduced as 14. The existing nominees under byelaw 20(ii) (d) and (e) can continue only for a period of 6 months from the date of registration of the amendment unless they attain the share qualification. Three directors could not raise the share capital. Consequently they ceased to be the member of the Board of Directors of the society with effect from 29-10-2006 reducing the members of the Board of Directors of the society to 11. Registrar of Co-operative Societies than took the view that under section 28(5) of the Act the quorum for the meeting of a committee shall be such number of members just above 50% of the total number of members of that committee. Further the Registrar of Co-operative Societies also took the view that the total number of Board of Directors of the society is 25 and accordingly 13 Directors are required to constitute the quorum and since there was only 11 Directors left in the committee they do not constitute the quorum to convene the committees and to manage the day-to-day affairs of the society, resulting in administrative statemate and hence the Registrar of Co-operative Societies issued an order under section 33(1) of the Act appointing an Administrator in the place of the Board of Directors. The said order is under challenge in these proceedings.

4. Learned single Judge after an elaborate consideration of the rival contentions as well as the case laws on the point took the view that the byelaws prescribed only the upper limit of the number of the Board of Directors and the total strength of the Board of Directors has to be fixed by the committee and en election to the Board of Directors has