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2012 Supreme(Mad) 2141
High Court of Judicature at Madras
M. VENUGOPAL
Muthirayar Educational Society, rep. by its President N. Manimegalai, Pondicherry Versus
V. Giridharan & Another
S.A.NO.1054 OF 2001
Decided on : 16-05-2012
Advocate Appeared:
For the Appellant:A. Ajayakumar, Advocate.
For Respondents:R1 - S.Y. Masood, Advocate. R2 - Mrs. N. Mala, G.P. (Pondy)
A mere failure of an authorised person to indicate to an authority under a particular act will not ipso facto lead to invalidate the action of the whole of the general body.
Headnote:
SOCIETIES REGISTRATION ACT - AMENDMENT OF BYE-LAWS - VALIDITY - NOTICE - REGISTRATION - DELAY - EFFECT - FINE - IMPOSITION - JURISDICTION - COURT - SOCIETY - MANAGEMENT - DISPUTE - RESOLUTION - PROCEDURE.
Fact of the Case:
Appellant/1st Respondent/Plaintiff, a Society registered under the Societies Registration Act, started a School under the name of ‘Muthirayar English School’ in 1986. The School was recognized by the Government and admitted into Grant-in-aid. The School was run by the Teachers themselves. Later, several teachers left the School and new members were accommodated. The Society adopted a Bye-Law and Rule III(B) of the Bye-Law provided that the existing founder members shall hold the post of President, Vice-President and Treasurer. The School property was purchased by the existing founder members with their money and the property was in the name of the remaining founder members. The Appellant/Plaintiff was the President of the Society. In a meeting held on 30.08.1998, the 1st Respondent/2nd Defendant prepared a Minute to amend Rule III(B) of the Bye-Law and to make the post of President, Vice-President and Treasurer open to all members. The Appellant/Plaintiff and other members were compelled to sign the Minutes by force. The Resolution was submitted by the 2nd Respondent/1st Defendant without any authorities and knowledge of the Appellant/Plaintiff and got it registered by including those clauses of which there was no resolution in the meeting. The 2nd Respondent/1st Defendant registered another amendment on the same day registering the name of the President and other Office Bearers, without the knowledge of the Appellant/Plaintiff. The Appellant/Plaintiff filed a Suit praying for the relief of declaration that the amendment dated 30.08.1998 and the registration amendment dated 22.12.1998 are illegal and invalid. Also, the Appellant/Plaintiff prayed for the relief of permanent injunction restraining the 1st Respondent/2nd Defendant from interfering with the administration and management of the Appellant/Plaintiff Society and the school run by the Society. The 2nd Respondent/1st Defendant contended that the amendment and alteration of the amendment are valid under Section 4-A(6) of the Registration of Societies Act of Pondicherry. The trial Court decreed the suit. The First Appellate Court allowed the Appeal and set aside the trial Court Judgment and Decree.
Finding of the Court:
1. The assumption of Presidentship by the 1st Respondent/2nd Defendant is valid before the amendment of Rule III(B) of the Bye-Law is complete. 2. The amendment and alteration of the amendment are valid under Section 4-A(6) of the Registration of Societies Act of Pondicherry. 3. The effect of Section 4-A(6) in case, where the amendment was not sent to the Registrar within 15 days is that a fine not exceeding fifty rupees shall be levied for default for non-compliance of Section 4 and 4-A upon the Appellant/Plaintiff Society.
Issues: 1. Whether assumption of Presidentship by the 1st Respondent is valid before amendment of Rule III (B)? 2. Whether the amendment and alteration of the amendment is valid under Section 4-A(6) or not? 3. What is the effect of Section 4-A(6) in case, where the amendment was not sent to the Registrar within 15 days?
Ratio Decidendi: 1. The amendment of Rule III(B) of the Bye-Law of the Society is illegal and invalid. 2. The registration of the amendment is also illegal and invalid. 3. The 1st Respondent/2nd Defendant has no locus to file the Suit representing the Appellant/Plaintiff/Society. 4. The assumption of the Presidentship by the 1st Respondent/2nd Defendant is valid. 5. The amendment and alteration of the amendment are valid as per Section 4-A(6) of the Societies Registration Act, 1860. 6. The effect of amendment not sent in due time to the Registrar of Companies (within 15 days of the amendment being brought about) attracts only levying of a fine not exceeding fifty rupees as per Section 4-A(7) of the Act, 1860.
Final Decision: The Second Appeal is dismissed leaving the parties to bear their own costs.
1. The Appellant/1st Respondent/Plaintiff has focused the instant Second Appeal before this Court as against the Judgment and Decree of the Learned Additional District Judge, Pondicherry, in A.S.No.95 of 2000, dated 26.02.2001, in reversing the Judgment and Decree of the Learned II Additional District Munsif, Pondicherry, in O.S.No.374 of 1999, dated 14.07.2000.
The Plaint scenario:
2. The Appellant/1st Respondent/Plaintiff is a Society, registered under the Societies Registration Act, with Registration No.162/86. The Society has been formed and registered by the founder members with a view to bestow competitive examination for poor students to provide free education to the financially backward people, to provide job opportunities for trained and Under Graduate Teachers, etc. The Appellant/Society, to achieve these objectives, has started a School under the name of ‘Muthirayar English School” in the year 1986 itself. The Government has been pleased to recognise the School and admit the school into Grant-in-aid, since it is a maiden attempt in the Educational system in Pondicherry.
3. The school has been started under the Management of the Society by the Teachers themselves. Later, several teachers, who are the Members of the Society left the School seeking better employment and in their places, new members were accommodated and the School and the Society have been running in a reputable manner. The Society has adopted a Bye-Law and Rule III(B) of the Bye-Law provided that the existing founder members shall hold the post of President, Vice-President and Treasurer. The School property in which it is situated, has been purchased by the existing founder members with their money and the property is in the name of the remaining founder members. The Appellant/Plaintiff is the President of the Society and on 30.08.1998, a meeting has been convened at the residence of the Secretary with a view to discuss the future of the School, without any fixed Agenda.
4. In the said meeting, the 1st Respondent/2nd Defendant has started to behave in an unruly manner and prepared a Minute so as to amend the Rule III(B) of the Bye-Law and to make the post of President, Vice-President and Treasurer. Open to all members which has resulted in the amendment of the basic structure of the Bye-Law. When the basic structure of the Bye-Law is amended, it should be circulated along with the particulars 15 days before the proposed meeting. All of a sudden by using force, the 1st Respondent/2nd Defendant and his henchman compelled the other members including the Appellant/Plaintiff to sign the Minutes by force. The Resolution has been submitted from the 2nd Respodnent/1st Defendant by the 1st Respondent/2nd Defendant without any authorities and knowledge of the Appellant/Plaintiff and got it registered by including those clauses of which there is no resolution in the meeting. The 2nd Respondent/1st Defendant has a duty to scrutinise Form No.VI of the Resolutions and to register the same. But, the 2nd Respondent/1st Defendant has registered the Resolutions, without verifying the veracity of the amendment as well as the authority of the person, who submitted the application. Therefore, the entire amendment dated 22.12.1998 is illegal and invalid.
5. The 2nd Respondent/1st Defendant has registered another amendment on the same day registering the name of the President and other Office Bearers, without the knowledge of the Appellant/Plaintiff and also, without informing it. The date of alteration is known as 30.08.1998 in both the amendments. The amendment as regards the Office Bearers cannot have any validity because only after the amendment Rule III(B) is registered, the amendment regarding the Office Bearers can have invalidity, if said there is any. Hence, the amendment registered by the 2nd Respondent/1st Defendant dated 22.12.1998 on fixing the Form No.VI is dated as 30.08.1998 is invalid. The amendment of Office Bearers Form No.VI is submitted onl
