Satyanarayana Rao, J.-This is an appeal against the order of our learned brother, Rajagopala Ayyangar, J., dismissing Writ Petition No. 1026 of 1953.† The application was filed by one of the directors of the Madras Co-operative Central Land Mortgage Bank, Limited, for the issue of a writ of certiorari or any other appropriate writ, direction or order calling for the records relating to the passing of Resolution No. 7 by the General Body of the Madras Co-operative Central Land Mortgage Bank limited, on 5th September, 1953, and for quashing the registration of the same on the same day by the Registrar of Co-operative Societies.

Consequent on the separation of the Andhra State, it was decided by the Government of Madras to reconstitute the existing State Co-operative Societies and to form new societies, that is, to reconstitute the Madras State Co-operative Bank, Limited, the Madras Co-operative Central Land Mortgage Bank Ltd., and the Madras Handloom Weavers’ Co-operative Society Limited, Ordinance II of 1953, was issued for that purpose. It was decided to reconstitute the Madras Co-operative Central Land Mortgage Bank, Limited, hereinafter called “the Bank,” excluding from its area of operation the part of the territory transferred to the Andhra State. For this purpose the Ordinance provided that the Registrar of Co-operative Societies for the State of Madras should take steps to reconstitute the existing societies and to form new societies for the Andhra State. The Registrar drafted certain proposals for the purpose of reconstituting the Madras Co-operative Central Land Mortgage Bank, Limited and forming the Andhra Co-operative Central Land Mortgage Bank, Limited, and sent them to the bank for confirmation by the general body of the bank. On 3rd August, 1953, the bank gave notice of a general body meeting of the shareholders of the bank to be held on the 5th September, 1953, at 11 a.m. in the premises of the bank. In the agenda for that meeting, proposals for the bifurcation of the bank, consequent on the formation of the Andhra State and also amendments to bye-laws were included. Actually along with that notice the proposed amendments to bye-laws were not circulated to the members of the general body. On 16th August, 1953, a meeting of the board of directors was held, and at that meeting the directors resolved that certain amendments to the bye-laws should be made. A supplementary notice of 20th August, 1953, was issued to the members of the general body and a printed notice in which the existing bye-laws and the proposed amendments were embodied was circulated to the members. The important changes were, while the executive management of the bank vested in a board consisting of eighteen members including the Registrar of Co-operative Societies, it was proposed to reduce the strength of the board to ten members including the Registrar. It was proposed that three members should be elected from among the individual members distributed as follows: One from among the share-holders in the City of Madras, two from those residing in the remaining districts of the State and five from among the representatives of the share-holding mortgage bank, and one to be nominated by the Registrar. Thus, including the Registrar, the number was reduced to ten. A transitory bye-law under bye-law 22(a) was also proposed, which was in these terms:

“Notwithstanding anything contained in these bye-laws every director now in office in the Madras Co-operative Central Land Mortgage Bank who is a share-holder residing or a representative of a primary land mortgage bank, within its area shall continue to retain his directorship and other offices till 31st December, 1954.”

At the meeting of the general body held on the 5th September, 1953, the amendment to the bye-laws, which were put forward as resolutions, were carried. With reference to the transitory bye-law above set forth, however, at the general body meeting, Sri C.S. Rathnasabapathy Mudaliar moved and Sr

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