The court established that the requirement of production of a certified copy of the resolution of the committee under Rule 67(1) is only directory and non-compliance does not vitiate the arbitration proceedings.

K.A. Nayar, J.

This writ appeal is against the judgement in O.P.883/89 by which the learned Single Judge held that the provision of Rule 67(1) of the Kerala Co-operative Societies Rules, 1969 in so far as it requires the production of a certified copy of the resolution of the Board of directors of the Co-operative Society along with the application for reference of dispute for arbitration is only directory and, therefore, the Tribunal went wrong in dismissing the application on the ground of non-production of the certified copy of the resolution. The appellant, who was an attender under the first respondent society was sought to be made liable by the society for misappropriation of certain amount and hence the first respondent filed A.R.C. 100/84 seeking relief against the appellant and respondents 2 and 3. Along with the application for reference of dispute to the Joint Registrar, the 1st respondent society did not produce the certified copy of the resolution adopted by the committee resolving to file the arbitration petition. The appellant contended that in the absence of certified copy of the resolution mentioned in Rule 67 of the Co-operative Societies Rules, the Arbitrator had no jurisdiction to try the dispute. The Arbitrator inspite of the objection, on the basis of oral and documentary evidence passed an award dated 18-3-1986 imposing joint and several liability on the appellant and respondents 2 and 3. Aggrieved by the award, the appellant, along with respondents 2 and 3, filed R.P. 6/87 before the Co-operative Tribunal, the 4th respondent. The Tribunal found that the failure to produce the certified copy of the resolution as required by Rule 67 of the Co-operative Societies Rules is fatal to the arbitration case and, therefore, the Tribunal set aside the award of the arbitrator dated 1-11-1988. In view of this, the Tribunal did not examine the merit of the case. The society filed O.P.883/89 challenging the appellate order of the Tribunal which was allowed by judgment dated 8-11-1990. It is against the said judgment this writ appeal is filed. The contention raised on behalf of the appellant before us is that non production of the copy of the resolution of the committee of the society is fatal to the maintainability of the claim. It is in evidence that the Arbitrator, who perused the records ,has made a mention in the award that he came across a resolution passed by the Board to file suit against the respondents. Thus the resolution was before the arbitrator,,. though certified copy of the resolution was not produced along with the application filed under S.69 of the Act. The rule, of course, says that the application shall be accompanied by a list of relevant records on which the dispute is based and a receipted challan evidencing payment of the fees fixed for deciding the dispute. The rule further provides that "in the case of an application filed for and/or on behalf of a society a certified copy of the resolution adopted by the committee resolving to file the application, shall also be filed". Because the word "shall" has been used in the rule, it is contended that the rule requiring the production of certified copy of the resolution is a mandatory provision. After referring the Supreme Court decisions reported in R.B. Sugar Co. v. Rampur Municipality, AIR 1965 SC 895, State of U.P. v. Manbodhan Lai, AIR 1957 SC 912 and Govindlal v. Agr. P.M.committee, AIR 1976 SC 263, the learned Single Judge held that the use of the word "shall" or "may" is not conclusive on the question whether a particular requirement of law is mandatory or directory. It will depend upon the provisions of a particular Act, the setting in which the expression appears, the object for which the direction is given, the consequences that would flow from the infringement of the direction etc. Reference was made to the decision in Khub Chand v. State of Rajasthan, AIR 1967 SC 1074 and Haridwar Singh v. Bagun Sumbrui, AIR 1972 SC 1242. The l