Jojy George Koduvath.

1. Introduction

A society or a club is the compendium of its members. Property of a club vests in its members.[1] Property of a Society being maintained for benefit of its future members also (and therefore encumbered with obligations attached to ‘trust’), it cannot be dealt with by the members disregarding the objectives of foundation of the societies. The property of a society or a club is the ‘joint property’ held by the members as ‘joint tenants’ (as opposed to ‘tenants in common’), till a decision is taken for dissolution.

Management of the affairs of a society or a club is entrusted to its governing body.

2. General Body is Supreme

So far as the affairs of a society or a club are concerned, its General Body is supreme[2] subject to its bye laws.[3] It is also guided by the provisions of the Acts, if any, applicable.

3. General Body is Supreme, But not Above Law.

When a person joins as a member of a Society, he loses his individuality with respect to the collective rights in the Society;[4] and he has no independent rights except those that were given to him by the bye laws, common-law and statute. As to the common rights and duties of the Society as a body, the Society alone can act or speak for a member; and he has to speak through the Society. In State of U.P. Vs. Chheoki Employees Co-operative Society Ltd.,[5] the Supreme Court has explicated this conception with the analogy that the stream cannot rise higher than the source.

It is true that the General Body of the society or club is its supreme authority; but, it is not above law.[6] That is,the General Body cannot pass arbitrary and unreasonable resolutions, merely because it is supreme and it has a large majority in favour of one of the issues on the agenda.[7] The resolutions of the General Body should not be illegal, arbitrary and unreasonable. If the society or club transgresses the limits prescribed, or perpetrate illegality, the civil court can intervene.

Any action taken contrary to the bye laws would be ultra vires.[8] It is held in Inderpal Singh Vs. Avtar Singh as under:[9]

• “Rule of Law demands and dictates that the people follow the Law. The Constitution, whether of the State or of a Society registered under the Societies Act, is paramount. As people are to follow the Law in a State, so the members of a Society are duty-bound to follow the Constitution of the Society. After all, the Constitution is the soul of the Society. The Society, therefore, cannot function in contravention of its Constitution. .… In case the action of the Sabha is contrary to the tenor and spirit of its Constitution, the said action cannot be sustained by a Court of law. The doctrine of factum valet is applicable to cure the violation of a directory provision or a mere matter of form but does not cure the violation of the fundamental principles or the essence of the transaction.”

Even the entire members of an association, altogether, cannot legally do a thing which is ultra vires; though they are at liberty to change or amend their bye laws and do the thing. In law relating to Companies, an agreement arrived at between the shareholders and directors of a company with respect to the management of the affairs of the company, without being incorporated in the Articles of Association, is not enforceable against the company.[10] In any case, the amendment of bye laws does not allow to ‘alter the fundamental principles upon which the Association is founded’ (Prasanna Venkatesa Rao Vs. Srinivasa Rao: AIR 1931 Mad. 12).

The general principle is that when the Act, and the Rules made thereunder, are silent on a particular aspect, we have to look, for guidance, into the broad scheme of the Act and the intention of the legislature.[11] In the same way, we may have to consider the scheme of the bye laws of voluntary associations and the intention of its founders, wherever it is required.

4. Ultra Vires Acts are Void

Though the configuration of a society differs from that of a company, general principles as to various administrative affairs of a registered society are similar to that of a company.

A company is a juristic person. The actions and functioning of a company differ from that of a natural person who is free to act on his whims and fancies. The actions and functioning of a company are limited by the Memorandum of Association and Articles of Association of Company.[12] A corporation or a company has no inherent common law rights. Any act of a company (save a case of indoor management) ultra vires its Memorandum and Articles of Association, even if backed by the Resolution of the Board of Directors, is void and not enforceable. A contract made by the Directors of a company upon a matter not included in the Memorandum of Association is ultra vires and is not binding on the company. Such a contract does not become binding on the company even though afterwards expressly assented to at a General Meeting of shareholders, being void in its inception. A company is competent to carry out its objects specified in the Memorandum of Association and cannot travel beyond the objects. An ultra vires contract by a company is analogous to and stands on the same footing as a contract by an infant or a minor and in which case there is total incapacity. Just like a consent decree founded on the incompetency of an infant or minor is void and a nullity, a contract founded on the incompetency of the company is void and a nullity.[13] These principles are recapped in Ashbury Railway Carriage and Iron Co. Ltd. Vs. Riche.[14]

The principles in Ashbury Railway Carriage and Iron Co. Ltd. Vs. Riche[15] have been followed in A. Lakshmana-swami Mudaliar Vs. Life Insurance Corporation of India,[16] In Re – Steel Equipment and Construction Co. (P) Ltd. etc.[17]

5. Associations and Companies Act Through Resolution

The associations and companies act through resolution.[18] It is beyond doubt that a proper authorisation is essential even for filing suit by an association or a company. It is observed that neither the directors nor the managing director would have the right to represent the company in the suit unless duly authorised by a resolution taken by the Board of Directors to that effect, at a meeting duly constituted for the said purpose[19] unless it is expressly authorised under the bye laws or memorandum.

6. Ultra Vires Acts Cannot Be Ratified

The Articles of Association of a Company are contract between members and are binding not only on the members but also on the company.[20] It is not permissible for directors to act contrary to the powers conferred by the Articles. Any such action would be ultra vires the Articles as also Section 10 of the Companies Act, 2013. Consequently, any action contrary to or in defeasance of these participatory rights or objects mentioned in the memorandum is ultra vires and void;[21] and cannot be ratified.[22]

It is pointed out by the Delhi High Court, in World Phone India Vs. WPI Group Inc.,[23] that what a company can do has to be ascertained with reference to its Articles of Association and that it is free to make it amended to suit the changed situations.

As to the applicability of doctrine of ultra vires in relation to the contractual capacity of a Corporation or a Company, it is stated in Anson’s Law of Contract 24^th Edition[24] as under:

• “The contractual capacity of a Corporation incorporated by statute is limited by the fact that any act done by the Corporation outside its statutory powers is, at common law, Ultra Vires and void. Since the Corporation has no existence independent of the Act of Parliament which creates the Corporation or authorities its creation, it follows that its capacity is limited to the exercise of such powers as are actually conferred by, or may reasonably be deduced from, the language of the statute.  Thus a company incorporated under the Companies Act is bound by the objects listed in its memorandum of association, for it is incorporated for the purposes set out in the memorandum. The company can make no contracts inconsistent with, or foreign to, those objects, and if it does so, the contract so made is, at common law, void and unenforceable as being Ultra Vires the company. The leading case on the application of the ultra vires doctrine is Ashbury Railway carriage And Iron Co. Vs. Riche (1875 LR 7HL 653): A company was incorporated with objects (set out in the memorandum of association)as follows: (i) to make, and sell, or to lend on hire, railway wagons and carriages and other rolling stock, (ii) to carry on the business of mechanical engineers and general contractors, (iii) to purchase, lease, work and sell mines, minerals, land and buildings, and (iv) to buy and sell as merchants, timber, coal, metals, or other materials. The Company contracted to assign to another company a concession which it had bought for the construction of a railway in Belgium. The House of Lords held that the contract, being related to the actual construction of a railway, as opposed to railway stock, was Ultra Vires the objects in the memorandum and void. Even if the shareholders subsequently ratified the contract, it could not thereby be rendered binding on the company.”[25]

In A Ramaiya’s ‘Companies Act’ it is said:

• “It is ultra vires for a company to act beyond the scope of its memorandum. Any attempted departure will be invalid and cannot be validated even if assented to by all the members of the company. By ultra vires is meant an act or transaction of a company, which, though it may not be illegal, is beyond the company’s powers by reason of not being within the objects of the memorandum is, so to speak, the area beyond which a company cannot travel. Ashbury Ry. Carriage Company v. Riche, (1875) 7 HL 653. An act beyond the objects mentioned in the memorandum is ultra vires and void and cannot be ratified. Dr. Lakshmana-swami Mudaliar v. Life Insurance Corporation, (1963) 1 Com LJ 248: (AIR 1963 SC 1185)”.[26]

7. Acts Reasonably Ancillary or Conducive to the Objects

An act beyond the powers conferred by law, or an act violative of the objects envisaged in the foundational document or memorandum of a company, an association or a trust, is termed ‘ultra vires’ act.  But, if the act done by a company, association or trust is fairly incidental or reasonably ancillary to its main business or conducive to the statement of the objects of the company, association or trust, unless such an act is expressly prohibited, cannot be held to be ultra vires.[27]

In Palmer’s Company Law (20th Edition), by Schmith (Sweet and Maxwell) it is stated as under:

• “(i) Power to do whatever (such things) is necessary to do with a view to the attainment of the objects specified in the memorandum.
• (ii) Power to do whatever else (all such other things), which may fairly be regarded as incidental to, and consequential upon, its objects.
• (iii) Power to do such other things as are authorised to be done by the companies act or by any other statute.”

But, such transactions, which do not fall under any of the three categories mentioned above, are regarded as ultra vires.[28] In Lakshmana-swami Mudaliar Vs. LIC[29] the Supreme Court observed, in the matters of a company, as under:

•  “Power to carry out an object, undoubtedly includes power to carry out what is incidental or conducive to the attainment of that object, for such extension merely permits something to be done which is connected with the objects to be attained, as being naturally conducive thereto.”[30]

In this decision (Lakshmana-swami Mudaliar Vs. LIC [31]) the Supreme Court cautioned that such a power to carry out incidental or conducive acts to the attainment of that object does not allow a company to travel beyond its ‘object’ or do an act ‘which has not a reasonably proximate connection with the object and which would only bring an indirect or remote benefit to the company’. In this case the objects of the Life Insurance Corporation, inter alia, included only, the investment of funds and assets upon securities; and the memorandum of association having not included the giving of donation of Corporation fund for the benefit of a charitable trust, the said act was held to be ultra vires as there being no discernible connection between the donation and the objects of the Corporation. The Supreme Court held as under:

• “The trust has numerous objects one of which is undoubtedly to promote art, science, industrial, technical or business knowledge including knowledge in banking, insurance, commerce and industry. There is no obligation upon the trustees to utilise the fund or any part thereof for promoting education in insurance and even if the trustees utilised the fund for that purpose, it was problematic whether any such persons trained in insurance business and practice were likely to take up employment with the Company. Thus the ultimate benefit which may result to the Company from the availability of personnel trained in insurance, if the trust utilises the fund for promoting education, insurance, practice and business, is too indirect, to be regarded as incidental or naturally conducive to the objects of the Company. We are, therefore, of the view that the resolution donating the funds of the Company was not within the objects mentioned in the Memorandum of Association and on that account it was ultra vires.”

Any step taken to augment the working capital of the company is undoubtedly incidental to the business of the company and further the same was conducive to the attainment of the objects mentioned in the Memorandum.[32] In Gajadhar Prasad Choudhary Vs. State of Bihar[33] the main business of the Samiti, a co-operative institution, was distribution of seeds to the agriculturists. The members of the Samiti were agriculturists. The Samiti, for the purposes of distribution of seeds, adopted cultivation of land for growing desirable seeds treating it to be efficient, economical and safe way to serve the purpose of its object, the act having a reasonable and proximate connection with the object; and further not being prohibited and intra vires. It was found that the Samiti was legally entitled to acquire cultivable lands which was conducive to the attainment of the object of procuring good quality seeds for the purpose of distribution amongst the agriculturists.

In the Memorandum of the Company considered in the case of Bell Houses Ltd. Vs. City Wall Properties Ltd.[34] there was a clause in the memorandum which provided that the company can do all such other things as were incidental or conducive to the laid down objects or any of them. It was held that the trade or business which the directors had done, was ultra vires though they bona fide believed that it could be advantageously carried on by the plaintiff company in connection with or as ancillary to its main business.[35]

In Mool Chand Khairati Vs. Director of IT[36] it is observed that a plain reading of the objects-clause of the trust deed indicated that it included “devising means for imparting education and improving Ayurvedic system of medicine and preaching the same”. It was also expressly clarified that the assessee was not prohibited to take help from the English, Unani or any other system of medicine for its object. It is observed that it was clear that the object did not prohibit running of an Allopathic hospital or drawing from any the other system of medicine for improving the Ayurvedic system of medicine inasmuch as any activity reasonably incidental to the object would not be ultra vires the objects.

Can the General Body or the Committee Recall its Decision?

Yes, if no embarrassment that walled in the principles of estoppel.

The general principle, ‘power to create includes power to destroy’ is recognised in Sec. 21 of the General Clauses Act. It reads as under:

• “21. Power to issue, to include power to add to, amend, vary or rescind notifications, orders, rules, or bye-laws.—Where, by any (Central Act) or Regulations, a power to (issue notifications) orders, rules, or bye-laws is conferred, then that power includes a power, exercisable in the like manner and subject to the like sanction and condition (if any), to add to, amend, vary or rescind any (notifications), orders, rules or bye-laws so (issued).”

Scope of exercise of power under Sec. 21 has been elucidated in Shree Sidhbali Steels Ltd. v. State of U.P., (2011) 3 SCC 193 as under:

• “38. Section 21 is based on the principle that power to create includes the power to destroy and also the power to alter what is created. Section 21, amongst other things, specifically deals with power to add to, amend, vary or rescind the notifications. The power to rescind a notification is inherent in the power to issue the notification without any limitations or conditions. Section 21 embodies a rule of construction. The nature and extent of its application must be governed by the relevant statute which confers the power to issue the notification, etc. However, there is no manner of doubt that the exercise of power to make subordinate legislation includes the power to rescind the same. This is made clear by Section 21. On that analogy an administrative decision is revocable while a judicial decision is not revocable except in special circumstances. Exercise of power of a subordinate legislation will be prospective and cannot be retrospective unless the statute authorises such an exercise expressly or by necessary implication”. (Quoted in: Vinod Shankar Jha @ Binod Shankar Jha v. State of Jharkhand, 2024 1 CurCC 330.)

In Industrial Infrastructure Development Corpn. (Gwalior) M.P. Ltd. v. CIT, (2018) 4 SCC 494 Court held:—

• “21. The general power, under Section 21 of the General Clauses Act, to rescind a notification or order has to be understood in the light of the subject-matter, context and the effect of the relevant provisions of the statute under which the notification or order is issued and the power is not available after an enforceable right has accrued under the notification or order. Moreover, Section 21 has no application to vary or amend or review a quasi-judicial order. A quasi-judicial order can be generally varied or reviewed when obtained by fraud or when such power is conferred by the Act or Rules under which it is made. (See Interpretation of Statutes, Ninth Edn., by G.P. Singh, p. 893.)” (Quoted in: Vinod Shankar Jha @ Binod Shankar Jha v. State of Jharkhand, 2024 1 CurCC 330.)

Indian National Congress (I) v. Institute of Social Welfare, (2002) 5 SCC 685, laid down as under:

• “39. On perusal of Section 21 of the General Clauses Act, we find that the expression “order” employed in Section 21 shows that such an order must be in the nature of notification, rules and bye-laws etc. The order which can be modified or rescinded on the application of Section 21 has to be either executive or legislative in nature. But the order which the Commission is required to pass under Section 29-A is neither a legislative nor an executive order but is a quasi-judicial order. We have already examined this aspect of the matter in the foregoing paragraph and held that the function exercisable by the Commission under Section 29-A is essentially quasi-judicial in nature and order passed thereunder is a quasi-judicial order. In that view of the matter, the provisions of Section 21 of the General Clauses Act cannot be invoked to confer powers of deregistration/cancellation of registration after enquiry by the Election Commission. We, therefore, hold that Section 21 of the General Clauses Act has no application where a statutory authority is required to act quasi-judicially.” (Quoted in: Vinod Shankar Jha @ Binod Shankar Jha v. State of Jharkhand, 2024 1 CurCC 330.)

8. Duty of Director Board to Apprise General Body

In AM Prakasan Vs. State of Kerala[37] it is held that Sec. 27 of the Kerala Co-op. Societies Act provides that the General Body is the final authority of a Society subject to the provisions of the Act, the Rules and the bye laws; and that the Director Board of a Co-operative Society has a duty to place before the General Body and apprise them, the situation of waiving the huge amount of interest in a loan transaction, releasing security property and the fact that there is a likelihood of suffering any loss; and ascertain the views and opinion of the General Body on the same.

9. Duty of Director Board to Obtain Views of the General Body

The General Body is the final authority of a Co-op. Society subject to the provisions of the Co-operative Act, the Rules and the bye laws; and that the Director Board of the Society has a duty to place before the General Body and apprise them, the situation of waiving the huge amount of interest in a loan transaction, releasing security property and the fact that there is a likelihood of suffering any loss; and ascertain the views and opinion of the General Body on the same.[38]

The writ petition, as regards the timing of a school, in Dipankar Dey Vs. State of Assam[39]  was disposed of directing the authorities, particularly the President of the managing committee, to convene a meeting of the general body (which is the supreme body) within a period of 6 weeks and directed to take the decision that may be adopted in the said general body meeting so that it would hold the field.

An Essential Function Cannot Be Delegated

In Ram Charan Agarwala Vs Shridhar Misra, AIR 1962 All. 610, it is observed as under:

•  “(21) It was held by Oak, J. that the new constitution was not framed in accordance with the provisions of Rule 46 of the old constitution, because the delegates present in the meeting of the sammelan alone could amend the rules and that power could not be delegated by them to the second committee. On behalf of the appellant it is contended that the view of the learned Single judge is wrong and there was no bar to the delegates of the Sammelan delegating that power to a sub committee. It is common ground that there is no express provision in the old constitution under which the general body could delegate their functions to a committee. It appears to us that though there was no legal objection to the general body appointing a committee to draft a constitution they could not have provided that if and when eight or more of the members of the committee gave their assent to the draft constitution prepared by the committee the same would be effective and would be a valid constitution without being placed before the general body. Reading Rule 46 it appears to us that there is no scope for the submission that the general body could have authorised eight or more members to pass the constitution. We are of the opinion that in allowing this to be done, the general body abdicated its functions and that part of the resolution cannot be supported. ….
• (22) The opening words of the rule clearly provide that the delegates assembled at a session of the Sammelan alone shall be competent to change the rules. It is true that word alone is not there but that seems to be the effect of the language used. Secondly, the resolution relating to the amendment or change of the rules has got to be placed in a meeting of the Subjects Committee and has got to be passed by a majority of the members there. This means that before the rules can be amended or changed they must be placed before the subjects Committee. This can only be done if the delegates themselves amend the rules. No question of putting before a Subjects committee can arise if the powers to change the rules have been given to a committee appointed by the Sammelan in the present case the second committee. It is well established that if a power is required to be exercised in a particular manner it must be exercised in that manner or not at all. See Taylor v. Taylor, (1875) 1 Ch. D. 426; Nazir Ahmad y. Emperor, AIR 1933 PC 253 (1), (S)AIR 1955 SC 233 at p. 248. We are also clear in our mind that a function so essential and fundamental in its nature cannot be delegated without there being any provision in the old constitution authorising such a delegation. Rule 46 appears to us to be a mandatory provision. A study of the various rules contained in the old constitution leads us to the conclusion that Rule 46 is not directory and its disregard cannot be treated to be a mere irregularity. It is well known that when powers are given to a person, corporation or an authority, the same cannot be delegated unless there is an express provision authorising the delegation. See Cook v. Ward, (1877) 2 CPD 255. The function relating to the preparation of the new constitution or rules is an essential legislative function which the Sammelan itself must perform.
• (23) In Corpus Juris Secundum, Vol. 14, the question of the amendment or change in the constitution or the rules has been summarised in the following words en pages 1282 and 1283: “if a Club adopts a constitution and byelaws, they constitute a contract between the Club and its members, binding on both, whether the Club is incorporated or not. . . . . . . . . . . A bye-law of a Club can be adopted only on compliance with the provisions, if any, in the bye-laws therefor, and key laws, which are permanent and continuing rules of Government, can be amended or repealed only in the manner prescribed by the bye-laws.
•  (24) The law as stated in Cropus Juris Secundum, in our opinion is also applicable to societies registered in India. For these reasons, in our judgment, the new constitution was passed by contravening the provisions of Rule 46 and on that ground has not been validly passed and cannot be treated to be effective. We may also state that apart from the fact that the general body (the delegates assembled at a session) did not pass the constitution and it is invalid on that ground the new constitution also suffers from another defect and that is, that the procedure provided by Rule 45 of the old constitution has not been followed. That rule requires that before the rules are amended or repealed a resolution to that effect should be moved by one of the members of the Standing committee (asthai Committee) and that such a resolution must reach the Secretary of the Sammelan at least two months before the commencement of the session of the Sammelan. It also requires that when such a resolution is received it shall be published in newspapers and that that resolution should be placed before the meeting of the standing committee who will place it before the delegates of the Sammelan in one of its sessions along with their own suggestions. It is common ground that none of these conditions were observed in the present case. In fact, there could be no occasion for the observance of these conditions because the Sammelan had passed resolution No. 11 authorising the standing committee to draft a constitution and providing that if eight or more than eight of its members signed it, the same would be deemed to be a valid constitution. Most of the procedure provided in Rule 46 referred to above, appears to us to be mandatory and not merely directory. Its disregard, in our opinion, also renders the second constitution ineffective. We may state that Rule 46 is not only a procedural provision meant solely for the purpose of the convenience of the Sammelan or its committees, its functions are much more fundamental. It deals with the question of jurisdiction also inasmuch as it confers on the delegates assembled at the session of the Sammelan (the general body) alone the jurisdiction to amend, alter, or change the rules. There is good authority for the proposition that if a rule or bye-law has been framed by a corporation for its convenience and only to guide Itself in the conduct of its business, its disregard is not actionable. See municipal Board Shahjahanpur v. Sardar Sukha Singh, AIR 1937 All 264. The provisions and the scheme of the Act show that in establishing a society different persons associate and the memorandum of association as also the rules amount to an agreement between them governing their relationship. It was held in the case of Noel Frederick Barwell v. John Jackson 1947 All LJ 637 : (AIR 1948 AN 146) (FB), that the relationship between the members of unincorporated members club is governed by the law of contract and if the members have agreed to certain terms which are embodied in the rules then in existence or to be made thereafter in accordance with that terms agreed upon by the members, those rules must govern their relationship. By framing Rule 46 the delegates agreed not to change the rules or the constitution except by an act of theirs and after following the procedure provided by that rule. Even 2-majority cannot destroy the effect of that contract incorporated in Rule 46 without first deleting or amending that rule in accordance with the law.
•  (25) It has been urged that when the general body passed a resolution to the effect that if eight or more persons signed the draft rules the same would be effective it must be deemed that the sammelan passed the rules when eight members of the second committee signal it. Whereas we have no doubt that it was open to the Sammelan to have appointed a committee to frame draft rules, it could not have left to that committee or eight or more of its members to act for the general body. We are conscious that a function like the drafting of rules could not, by its very nature, be performed or properly performed by the delegates and a much smaller body was needed for the same. If the delegates had only left the matter at that there could be no difficulty. But they have done much more. In fact, they have abdicated themselves in favour of eight or more members of the second committee. In the case of Pradyat Kumar v. Chief Justice of calcutta (S) AIR 1956 SC 285, one of the grounds of attack against the order dismissing Pradyat kumar from the post of the Registrar of Original Side of the Calcutta High Court, was that the chief Justice had left it to a brother Judge to conduct an enquiry into the charges framed against pradyat Kumar and an argument was advanced that that could not be done. While repelling the submission the Supreme Court observed as follows : “it is well-recognised that a statutory functionary exercising such a power cannot be said to have delegated his functions merely by deputing a responsible and competent official to enquire and report. That is the ordinary mode of exercise of any administrative power. What can not be delegated except where the law specifically so provides–is the ultimate responsibility for the exercise of such power.
• (26) These words in our judgment also apply to a case like ours and we are of the opinion that there was no objection to the delegates having appointed the second committee to draft the constitution but they should have shouldered their ultimate responsibility of deciding whether or not the draft constitution prepared by that committee should be passed. For the reasons mentioned above, in our judgment the second constitution has not been validly passed.”

10. Authority of Executive Committees in Society

Policy decisions also can be taken when necessity arises.

The governing body of a society is the executive committee to execute the decisions of the general body and the directions that are specifically provided for in the bye laws. It is inherent and implied that in a proper situation, policy decisions can also be taken by the governing body; subject to the bye laws, aims and objects of the society, custom, precedents, etc. But, it is the duty of the governing body to place these matters before the general body and get them ratified or proceed further with the views of the general body.

It is held in Balaka Co-Operative Vs. Shri Shibdas Raha[40] as under:

• “Further, it may be said that there may be emergencies requiring the suspension, removal or expulsion of any member of the society for gross misconduct, dereliction of duty or violation of the rules and bye-laws of the society or any of the provisions of the Co-operative Societies Act. In such a case, immediate action may be necessary to be taken. If the Executive Body, Board, or Managing Committee of the Co-operative Society or of any Organisation which is constituted under the rules or bye-laws of the society is compelled to wait for confirmation or ratification of such measures by the majority of the members of the Co-operative Society in a general meeting then such measures will be futile and cannot be taken at all in the emergent facts and circumstances of a particular case and the rules and bye-laws if framed, providing for such confirmation and ratification of the measures taken by the Board by the majority of the members in a general meeting, such rules and bye-laws should be termed as unworkable and unreasonable and would destroy the very principle of delegation of powers by the general members to a body selected out of them which may be termed as Executive Committee, Managing Committee or Board.”

As per Sec. 2 of the Societies Registration Act the management of the affairs of a society is entrusted with the governing body. The rules of the society have to direct the details of the entrustment.

11. Acts of Chief Executive in a Society or a Club and ratification

If the Managing Director of a Co-operative Society has been clothed with the authority to institute a suit and abandon or compound a suit or legal proceedings, there is no reason to hold that decision to prefer appeal is something so solemn and important that the Managing Director should not and cannot take it on his own. It is not a practical feasibility that the general body may meet frequently to take various executive decisions. Therefore, Co-operative Societies give powers to its Secretary or Managing Director. In proper cases the acts of such authority has to be got ratified[41] by the Gov. Body or the Gen. Body.

It is legitimate to extent the same principles in the affairs of all clubs and societies. The general body of a Co-operative Society usually takes broad policy decisions, on one or two occasions in a year.[42]

Directors Exercise All Acts a Company Is Authorised To Do

In N Rangachari Vs. Bharat Sanchar Nigam Ltd.[43]  it is held by our Apex Court:

• “A company, though a legal entity, cannot act by itself but can only act through its directors. Normally, the Board of Directors acts for and on behalf of the company. This is clear from Section 291 of the Companies Act[44]  which provides that subject to the provisions of that Act, the Board of Directors of a company shall be entitled to exercise all such powers and to do all such acts and things as the company is authorized to exercise and do”.

12. Court’s Interference, if only Manifest Illegality

A simple breach will not be manifest illegality

Courts will not interfere with discharging duties by the elected office bearers of an organisation, without cogent and compelling grounds. A simple breach of any Rule will not give rise to a cause of action for any member unless there is manifest illegality, or act or omission that goes to the root of the matter.[45] In any case, the alleged violation should be so grave that it should be one that could not be ratified by the general body.

A valid electoral role is the basic requirement of a fair election. In N Thippanna Vs. State of Karnataka[46] Division Bench of the Karnataka High Court,relying on the Supreme Court decision in Bar Council of Delhi Vs. Surjeeth Singh,[47]observed that the election held was void in law as the electoral rolls were prepared, by the University, omitting a very large number of registered graduates and it was not in conformity with the Act, statutes and the general principles for preparation of electoral rolls. 

Considering the statutory Rule with regard to the convening of a meeting of the governing body of a college, it was pointed out in Sri Bhaben Chandra Pegu Vs. The State of Assam[48]that passing an order or interfering in the management of the affairs of the college in violation of the Rules was void, unlawful and illegal, and was liable to be set aside or quashed.

Court interferes when the acts of the societies are:

1. ultra virus,
2. fraud, 
3. illegal;
4. oppression,
5. mismanagement;[49]
6. not in good faith; [50]
7. violation of natural justice;[51]
8. arbitrary,
9. irrational,
10. mala fide;[52]
11. against any statutory provision;
12. against order having the force of law;[53]
13. contrary to law,
14. relevant factors were not considered,
15. irrelevant factors were considered,
16. decision was one which no reasonable person could have taken.[54]

13. No Alteration of Fundamental Principles of Foundation and Trust

It is not open for the majority of the members of an association to alter the fundamental principles upon which it is founded, unless such a power is specifically reserved. This principle in Milligan Vs.  Mitchel,[55] Attorney General Vs. Anderson[56] and Free Church of England Vs. Overtoun[57] is referred to in Prasanna Venkiaesa Rao Vs. Srinivasa Rao.[58]

In Free Church of England Vs. Overtoun, House of Lords (by a majority of 5-2) found that the minority was entitled to the assets of the Free Church. It was observed that when men subscribe money for a particular object, and leave it behind them for the promotion of that object, their successors have no right to change the object endowed. It was held that, by adopting new standards of doctrine (and particularly by abandoning its commitment to ‘the establishment principle’, which was held to be fundamental to the Free Church), the majority had violated the conditions on which the property of the Free Church was held.

14. Parallel Administration within a Church Not Allowable

Running parallel governance at the cost of Church by creating factionalism within the constituent parish churches is not permissible. It is settled proposition of law that when a mode is prescribed for doing a thing, it can be done only in that manner and not otherwise.[59]

The mismanagement of Church and chaos cannot be permitted to be created. When there is a system of management, the spiritual aspect which has been claimed under the guise of spiritual supremacy cannot be permitted.[60]

15. Dissolution: Intention of Founders

When the intention of the founders of an unregistered society or a club (as expressed in the bye laws or as manifested in any other binding mode) is to use its property for the benefit of the present and future members, then the members of a particular time, unless sui juris or of one mind,[61] are not entitled to put an end to (and appropriate) the same by themselves. This rule applies to public or permanent trust predicated by the founders or by the bye laws.

Underhill, in his treatise ‘Law of Trusts and Trustees’, explained it thus:

• “However, the crucial difference surely is that no absolutely entitled members exist if the gift is on trust for future and existing members, always being for the members of the Association for the time being. The members for the time being cannot under the Association Rules appropriate trust property for themselves for there would then be no property held on trust as intended by the testator for those persons who some years later happened to be the members of the Association for the time being”.[62]

The bye laws considered in Shanti Swarup Vs. Radhaswami Satsang Sabha, Dayal Bagh,[63] provided the terms for dissolution as under: ‘The society shall stand dissolved in case no Satsang Guru reappeared within two years of the death of the last Satsang Guru’. It was held that such bye laws were invalid and inoperative, they being militated against the provisions of Section 13 of the Societies Registration Act, 1860.

16. Powers of Governing Body under the Societies Registration Act

Powers and responsibilities of management of an association, registered or not, are generally vested with its Governing Body.

Management of the Affairs

As per Sec. 2 of the Societies Registration Act the management of the affairs of a society is entrusted with the governing body.  The rules of the society have to direct the details of the entrustment.

Vesting of Property

Under Sec. 5, the property belonging to a society, if not vested in trustees, shall be deemed to be vested, for the time being, in the governing body of the society, and in all proceedings, civil and criminal, may be described as the property of the governing body of such society for their proper title.

Suit By or Against Society

Sec. 6 enables the Society to sue or be sued in the name of President, Chairman, or Principal Secretary, or trustees, as shall be determined by the rules and regulations of the society, and, in default of such determination, in the name of such person as shall be appointed by the governing body for the occasion.

Amendment of Purpose of Society

By virtue of Sec. 12 it is the governing body that has to initiate action to alter, extend, or abridge the purpose of the society, or to amalgamate the society with any other society. 

Dissolution – Power of Governing Body (Distinct from Society)

Sections 13 and 14 provide modalities for the dissolution of a registered society. A society can be dissolved on resolution of the members of the society with required majority. If the rules of society do not lay down rules for disposal and settlement of the property on dissolution, the governing body is authorised to do the same as it ‘finds expedient’. 

In Board of Trustees, Ayurvedic & Unani Tibia College, Delhi Vs.The State of Delhi, our Apex Court[64] pointed out that the governing body was conferred with a legal power (under Sec. 13) somewhat distinct from that of the society itself.

17. Unregistered Society & Club: Dissolution on Unanimous Decision

If the Rules of an unregistered society or a club do not contain a provision for the dissolution by vote of majority (or by a specified majority), its dissolution could be brought about only by a unanimous decision of its members.[65]

18. Approval of an Authority

If bye laws provide requirement of ‘approval’ by a specified authority with respect to any matter with respect to which the governing body takes a decision, the same cannot be given effect to unless it is approved by such authority; and without such approval, the same remains inconsequential and unenforceable.[66]

19. Calling for Extra-Ordinary General Body

Even if no specific provision is provided for in the bye laws of a society, the governing body has the power to convene an extraordinary general body meeting either on their own decision or on the requisition of members[67].

20. Governing Body Administers for Attaining the ‘Aim and Objects’

The trustees or the governing body administer the property of the society as per its bye laws so as to fulfill or attain the ‘aim and objects’ the founders viewed.  They acquire and hold the property for and on behalf of the members of the society subject to the trust and obligations imposed by law and the bye laws.

21. Admission of New Members

The bye laws of a Society or club prescribe the qualifications of the Members to be admitted. The bye laws are in the nature of contract between the members. Therefore the right of admission of new members also remains at the will and option of the members.[68]

The State or an enactment cannot compel admission of members, contrary to the bye laws of a Society.[69] What is the ‘interest’ of the society is to be determined by the society itself.[70]

22. Responsibility of Governing Body Members

Subject to the provisions in the bye laws, the final authority of every society and club shall vest with the general body[71] of the members in general meeting, summoned in such manner as may be specified in the bye-laws.  The Governing Body has to act and function within the policy framed by its General Body.[72]

23. Ratification of Acts of Gov. Body or Post Facto Sanction

Since there is no express provision in the Societies Registration Act, 1860 authorising the governing body to exercise the powers conferred on a society (as in Sec. 291 of the Companies Act, 1956: Sec. 179 of the Companies Act, 2013), for validating the acts done by the governing body for and on behalf of the society (unless such authority is specifically entrusted upon the governing body by the general body or by the bye laws), they are to be ratified. In the matters of a society its general body is the final authority, subject to the provisions of its bye laws.

However, the principles of ratification do not have any application with regard to exercise of powers conferred under statutory provisions.

An act which is ab initio void cannot be ratified. If it is obvious that there is a mandatory edict that a particular act has to be done by the general body itself, it has to be done in that way. 

The governing body and office bearers of the society are bound to act according to the bye laws and directions of the general body. Any act previously done by any office bearer of a society could be validated by the governing body; and any previous act of the governing body, by the general body.[73]  It is loosely termed as “post facto sanction”. In such a case the society does not act ultra vires the constitution of the Society. If only it is shown that the Society has acted ultra vires the bye laws, then only such act of the society or its governing body could be challenged in the Court or Tribunal; as otherwise, it would be an internal affair of the society. Court does not have powers to direct the management of internal affairs of the Society except under certain circumstances.

24. Ratification is a Recognised Principle of Law

Referring to T.R. Bhavani Shankar Joshi Vs. Gordhandas Jamnadas[74], Parmeshwari Prasad Gupta Vs. The Union of India[75] and PunjabraoVs. VM Molkar[76] it is observed in Shamrao Madhavrao Bodhankar Vs. Suresh Shamrao Bodhankar[77] as under: 

• “It has been held by the Privy Council as well as the Supreme Court that the principle of ratification is a recognised principle of law and can be safely invoked by the societies of their working committees in appropriate case”.[78]

In Marathwada University Vs. Seshrao Balwant Rao Chavan[79] it is observed:

• “… Ratification is generally an act of principal with regard to a contract or an act done by his agent. In Friedman’s Law of Agency (Fifth Edition) Chapter 5 at p. 73, the principle of ratification has been explained: ‘What the ‘agent’ does on behalf of the ‘principal’ is done at a time when the relation of principal and agent does not exist: … … These principles of ratification, apparently, do not have any application with regard to exercise of powers conferred under statutory provisions. The statutory authority cannot travel beyond the power conferred and any action without power has no legal validity. It is ab initio void and cannot be ratified’.”

In AS Krishnan Vs. M. Sundaram[80] it is held:

• “The only grievance in respect of the disputed acts can be of the society, it is not open to the plaintiff, without ascertaining the wishes of the society, to file a suit on behalf of himself and all other except the defendants. The reason for that conclusion is obvious. Even if the Court decides in favour of the plaintiff, the society can call meeting of its members tomorrow, confirm the act of the defendants and confirm their position as members of the managing committee, thus rendering the decision of the Court a nullity.”

25. Mandatory and Directory Provisions

Whether the edict in a statute is mandatory or directory is to be determined with reference to the nature and circumstance in which it is given. In Pratap Singh Vs. Krishna Gupta[81] the Supreme Court has observed that some rules are vital and go to the root of the matter; that they cannot be broken; that others are only directory and breach of them can be overlooked provided there is substantial compliance with the Rules read as a whole and provided no prejudice ensues; and that it is a well settled general rule that an absolute enactment must be obeyed or fulfilled exactly but it is sufficient if a directory enactment is obeyed or fulfilled substantially. In Hari Vishnu Kamath Vs. Ahmad Ishaque[82] it is stated as under:

• “It is well-established that an enactment in form mandatory might in substance be directory and that the use of the word shall does not conclude the matter. The question was examined in length in Lulius v. Bishop of Oxford (1880) 5 AC 214 and various Rules were laid down for determining when a statute might be construed as mandatory and when as directory. They are well-known and there is no need to repeat them. But they are all of them only aids for ascertaining the true intention of the Legislature which is the determining factor and that must ultimately depend on the context.”

In J. Jayalalithaa Vs. State of Karnataka[83]  the Supreme Court held as under:

•  “34. There is yet an uncontroverted legal principle that when the statute provides for a particular procedure, the authority has to follow the same and cannot be permitted to act in contravention of the same. In other words, where a statute requires to do a certain thing in a certain way, the thing must be done in that way and not contrary to it at all. Other methods or mode of performance are impliedly and necessarily forbidden. The aforesaid settled legal proposition is based on a legal maxim expressio uniusest exclusio alterius, meaning thereby that if a statute provides for a thing to be done in a particular way, then it has to be done in that manner and in no other manner and following any other course is not permissible.”

In State of U.P. Vs. Singhara Singh[84]  the Apex Court held as under:

• “8. The rule adopted in Taylor v. Taylor; (1875) 1 Ch D 426 is well recognised and is founded on sound principle. Its result is that if a statute has conferred a power to do an act and has laid down the method in which that power has to be exercised, it necessarily prohibits the doing of the act in any other manner than that which has been prescribed. The principle behind the rule is that if this were not so, the statutory provision might as well not have been enacted. (See also State of M.P. v. S.K. Dubey; (2012) 4 S.C.C. 578.)”

26. Natural Justice and Fairplay in Administrative Acts

In Mohinder Singh Gill Vs. Chief Election Commissioner[85]it was observed that though decision to cancel the polls was an administrative act, that would not repel application of principles of natural justice. Referring to Ridge versus Baldwin, 1963 2 AllER 66, it was observed that good administration demands fairplay in action

In Competition Commission of India Vs. Steel Authority of India Limited[86]it was observed that principle of audialterampartem,is applied to the field of administrative law. This rule of Natural Justice was expanded to include within its purview the right to notice and requirement of reasoned order after due application of mind etc.

27. Irregular Notice may be Ratified

Quoting Shackleton (Meetings, Law and Practice), it was observed in Raja Himanshu Dhar Singh Vs. Additional Registrar Co-Operative Societies,[87] that an irregular notice might be ratified by the appropriate body at a subsequent meeting.

28. Sufficiency of Notice: Directory Provision

When a question arose as to whether the provision in the Co-operative Rules that provides 15 clear days notice for moving a no-confidence motion was directory or mandatory, following the Supreme Court decision in Narasimhiah Vs. Singri Gowda[88], it was held in VA Jose Vs. J.R. of Co-operative Societies[89] that the provision was only directory since the legislature has not provided any consequence that is to follow if 15 clear days notice has not been given and since the petitioner did not explain in what manner he was prejudiced by not getting 15 clear days notice. But, in Shackleton on the Law and Practice of Meetings, it has been stated:

Length of Notice: “It is clear: where the regulations provide for a stated period of notice to be given, this requirement must be met or the meeting will be invalid”.[90]

29. Right to Review Decisions, Especially by Final Authority

The right of review can be exercised by an official or judicial (statutory) authority (i) when such right is conferred by statute and (ii) where the impugned order had been obtained by fraud,[91] misrepresentation,[92] without jurisdiction, violation of principles of natural justice,[93] or it would not have been passed if such facts were brought to the notice and knowledge of the authority.[94]

The Supreme Court has held that power (of a statutory authority) to review is not an inherent power. It must be conferred by law either specifically or by necessary implication.[95] Kalabharati Advertising Vs. Hemant Vimalnath Narichania[96] the Supreme Court held as under:

•  “12. It is settled legal proposition that unless the statute/rules so permit, the review application is not maintainable in case of judicial/quasi-judicial orders. In the absence of any provision in the Act granting an express power of review, it is manifest that a review could not be made and the order in review, if passed, is ultra vires, illegal and without jurisdiction. (Vide Patel Chunibhai Dajibha v. Narayanrao Khanderao Jambekar AIR 1965 SC 1457 and Harbhajan Singh v. Karam Singh AIR 1966 SC 641.) 13. In Patel Narshi Thakershi v. Pradyuman Singhji Arjunsinghji (1971) 3 SCC 844, Major Chandra Bhan Singh v. Latafat Ullah Khan (1979) 1 SCC 321, Kuntesh Gupta (Dr.) v. Hindu Kanya Mahavidyalaya (1987) 4 SCC 525, State of Orissa v. Commr. of Land Records and Settlement (1998) 7 SCC 162 and Sunita Jain v. Pawan Kumar Jain (2008) 2 SCC 705, this Court held that the power to review is not an inherent power. It must be conferred by law either expressly/specifically or by necessary implication and in the absence of any provision in the Act/Rules, review of an earlier order is impermissible as review is a creation of statute. Jurisdiction of review can be derived only from the statute and thus, any order of review in the absence of any statutory provision for the same is a nullity, being without jurisdiction.”

It is pointed out that our Apex Court, in DG Rao Vs. State of Jharkhand,[97] has taken the view that there was no legal bar or prohibition to review an earlier decision, on proper grounds, by an administrative authority/body provided opportunity was given to the incumbent in whose favour order had been passed on earlier occasion.

The Courts have no inherent power to review its own order[98] except in cases involving fraud.[99]  It is also pointed out that the right of review is vested with the final authority to take decisions when a cogent ground is made out. Review cannot be done arbitrarily and illegally; the affected persons should be heard.[100]

In Managing Committee, Adars Unchh Vidyalaya v. President, Board of Secondary Education, 1973 AIR Pat 335, it is held as regards the Power of a “statutory” President as under:

• “9. On the question regarding the power of the President to pass an order of stay, learned counsel for the respondents has contended that although there is no express provision in Rule 40 enabling the President to pass such an order of stay, it may be treated to be an order passed under the inherent powers of the Board to take such action as may be consequential to entertaining a dispute between the parties. In other words, it is said that the dispute regarding the elections in the present case had been entertained by the President and until the dispute was resolved, the President of the Board had an inherent power similar to those under Sec.151 of the Civil Procedure Code to issue an order staying the functions of the Managing Committee. I am unable to accept this contention. It is Well settled that every authority or quasi judicial authority does not have inherent powers and Sec.151 of the Civil Procedure Code does not grant any inherent powers to the Court but merely saves the powers which are already inherent in Courts and which do exist apart from Sec.151 of the Code. It is also well settled that bodies or authorities which are creatures of statutes do not have any inherent powers et all. All their powers have to be found within the four corners of the Statute which creates them.
• 10. In the case of Ramnath Prasad V/s. State Transport Appellate Authority, Bihar, Patna, (AIR 1957 Pat 117) a Division Bench of this Court held that a Regional Transport Authority had no inherent powers, apart from the statute or Rules creating such authority. In another Bench decision of this Court in the case of Patna Electric Supply Workers Union V/s. A. Hasan, (1957 BLJR 705) it was held that an appellate authority under the Industrial Employment (Standing Orders) Act. 1946, had no inherent powers or like powers envisaged by Sections 151, 152 or 153 of the Code of Civil Procedure. In the case of J.K. Iron and Steel Co. Ltd., Kanpur V/s. Iron and Steel Mazdoor Union, Kanpur, (AIR 1956 SC 231) their Lordships were considering the scope of the authority of an adjudicator under the Industrial Disputes Act and observed that their powers are derived from the Statute that creates them. In the case of Zakeria Suleman V/s. Collector Yeotmal, (AIR 1963 Bom 233) the learned Judges were called upon to pronounce on the question whether the Rent Controller under the C. P. and Berar Letting of House and Rent Control Order could exercise the inherent powers and they held that inherent powers can only be implied in the Civil Courts having general jurisdiction but where special authorities are created under a special statute for a special object, it is not possible to imply inherent powers in them. In the case of Martin Burns Ltd. V/s. R.N. Banerjee, (AIR 1958 SC 79) their Lordships held that the Labour Appellate Tribunal is the creature of the Statute and all its powers must be found within the four corners of the Statute. In the case of Inamati Malappa Basappa V/s. Desai Basavaraj Ayappa, (AIR 1958 SC 698) their Lordships held that in the absence of any provision in Representation of the People Act, which is a sell contained Code, the provisions of Order 23. Rule 1 of the Code of Civil Procedure does not apply to election petition. The question whether the provisions of Sections 94, 141, 151 and Order 39, Rule 2 of the Civil Procedure Code applied to the trial of an election petition under the Madras District Municipalities Act was discussed in the case of Venkata Subbiah Chettiar V/s. Sespa Aiyar, (AIR 1924 Mad 797). In that case an order had been passed by the Tribunal restraining the petitioner of that case, who was the elected candidate from taking his seat in the Municipal Council, until the disposal of the petition. It was held that in the absence of any provision, the order was without jurisdiction. Somewhat similar point was raised in the case of Rameshwar Dayal V/s. Sub-Divisional Officer, Ghetampur, (AIR 1963 All 518). In this case a direction had been given to stay the transfer of the charge of the office of Pradhan, under the U. P. Panchayat Raj Act, to the person declared elected Pradhan and further staying the removal of the existing Pradhan, during the pendency of the election petition. The point raised was Whether the authority passing the order had got all the powers conferred upon Courts under Sections 94 and 151 and Order 39. Rule 4 and Order 41, Rule 5 of the Civil Procedure Code. It was held that Election Tribunals are creatures of statutes and have jurisdiction to do only what they are expressly empowered to do. It is thus obvious that the President of the Board, in the instant case, is a creature of Statute and unless the power to stay has been granted to him either in express terms or by implication from any provision of law he had no inherent powers to pass any order considered proper or necessary in the circumstance of a case. It is also clear that powers such as those contained in Order 41, Rule 5 or Order 39. Rules 1 and 2 of the Civil Procedure Code or Sec.151 cannot be deemed to be inherent in such authorities as are creatures of statutes. The argument of learned counsel in this behalf must therefore be rejected.
• 11. Obviously, therefore, the impugned order is one passed under Rule 40, the Board having been asked to consider the dispute in respect of the elections, as stated earlier, to the Managing Committee of the school. The President of the Board could pass orders only under Rule 40. It is obvious that Rule 40 enables the President of the Board to pass one final order in respect of the dispute relating to the elections. No provision has been made by the rule-making authority to provide the President with any power to pass an interim order of stay. The reason is not far to seek. Whether a person, assuming that he is not duly elected, functions as such, during the pendency of an application under Rule 40 or not may not have been considered to be a matter of great importance by the rule-making authority and that it may be for that reason that no provision has been made to allow the President to stay such persons from functioning as office-bearers or members. There may be another reason for it. It has been observed by the Supreme Court in the case of Jagan Nath V/s. Jaswant Singh, (AIR 1954 SC 210) that it is a sound principle of natural justice that the success of a candidate who has won at an election should not be taken lightly or interfered with. It may be that on this account the rule-making authority has not considered It necessary to provide the President with the power of staying the functions of the newly elected office-bearers or the members of the Managing Committee. It is not for the Courts to enter into the realm of conjecture to find out the intention of the Legislature when the provision of law itself is clear. And that is a well accepted canon of interpretation of statutes. In the present case suffice it to say that there is no provision giving the Board or its President a power to stay and such a power cannot be deemed to exist in the absence of any express provision of law or any provision necessitating such a conclusion by implication.”

But, in case of societies and clubs, they are the best custodian of their interests; and their decisions are binding on all members unless disputed by appropriate remedy under law.[101] When an authority is vested with the power to take an action, it also includes the power to recall or revoke that action, subject of course to any restraint, regulation or bar imposed, expressly or by implication, by law.  Therefore, unless and until there is a law or rule or bye-law prohibiting a person or authority from doing a particular act, that person or authority if vested with the final authority to take any decision for managing its affairs said authority or person is competent to take any decision, revise, review or revoke any earlier decision taken by it.[102]

30. Doctrine of Recuse

When an office bearer of a society or a club assumed position as a member of a sub-committee, he has to recuse himself from the (parent) Committee, when the particular matter referred to the sub-committee is taken-up for final decision, to avoid blame or unfairness of bias.[103]

31. Society Cannot be Left Without a Remedy

Doctrine of Implied Powers & Necessity to Tide over Situations

A society cannot be left without a remedy with regard to its internal administration. The doctrine of necessity, a common law doctrine, is applied to tide over the situations where there are difficulties. The societies are expected to sort out course of action to suit the situation, on their own, on the basis of their bye laws and internal mechanism. It is observed by our Apex Court, in Lalit Kumar Modi Vs. Board of Control for Cricket in India,[104]  that the law does not contemplate a vacuum, and a solution has to be found out rather than allowing the problem to boil over.

Bye-laws of a society is the soul of the Society[105] and it is paramount,[106] and the members of an association are free to resolve their disputes internally under their bye laws,[107] which is presupposed to have the provisions expressly or impliedly (by constituting a tribunal or otherwise) to resolve the internal disputes by themselves; and is free to enforce discipline within the association by itself; for, (a) an association is autonomous in its very nature formed under the principles of democracy and doctrines of collective wisdom, as miniature replica of a republic; (b) a society itself is the best custodian of its interests[108] and (c) the members are united on consensual[109]basis and are voluntarily submitted themselves to the administration under the bye laws.

In Zoroastrian Co-op. Housing Society Vs. District Registrar, Co-op. Societies[110] it is held that no individual member is entitled to assail the constitutionality of the provisions of the Act, rules and the bye laws. The stream cannot rise higher than the source.[111]

It is observed in Most Rev. PMA Metropolitan Vs. Moran Mar Marthoma[112] as under:

• “A church is formed by the voluntary association of individuals. And the churches in the commonwealth are voluntary body organised on a consensual basis their rights apart from statutes will be protected by the courts and their discipline enforced exactly as in the case of any other voluntary body whose existence is legally recognized. ……”

The powers of all authorities and establishments, including court, embrace all implied ancillary and incidental powers, subject to express grant;[113] but, they are limited to give effect to the express grant and on the ground of necessity. It was held that the election court has incidental power to order repoll of a particular polling station and report the result to the court although that power was not specifically conferred.[114]

In para 89, M.S. Gill Vs. Chief Election Commissioner[115] Black’s Law Dictionary is referred to and observed: Implied powers are such as are necessary to make available and carry into effect those powers which are expressly granted or conferred, and which must therefore be presumed to have been within the intention of the constitutional or legislative grant.

In Kharagram Panchayat Samiti   Vs.State of West Bengal[116] ‘Judicial Review’ by De Smith is quoted; which reads:

• “The House of Lords has laid down the principle that “whatever may fairly be regarded as incidental to, or consequent upon, those things which the legislature has authorised, ought not (unless expressly prohibited) to be held, by judicial construction, to be ultra vires.”

In Most Rev. PMA Metropolitan Vs. Moran Mar Marthoma,[117] Sahai, J. observed as under:

• “… But, for purposes of enforcing discipline within a church religious body may constitute a tribunal to determine whether its rules have been violated by any other members or not and what will be the consequence of that violation. In such case the tribunals so constituted are not in any sense courts, they derive no authority from the statutes and they have no power of their own to enforce their sentence. Their decisions are given effect to by the courts as decision of the arbitrators whose jurisdiction rests entirely on the agreement of the parties.”

In Ranvir Singh Vs. Dist Inspector of Schools Allahabad[118] it is held:

• “… It is clear that the petitioner’s remedy lay in an approach to the appropriate authorities of the institution itself which may be the warden, the Principal or the Inspector of Schools. On such a ground no writ petition can be entertained.”

In re – Special Reference No. 1 of 2002, AIR 2003 SC 87, it is observed in para 156 as to the incidental and ancillary powers of the Election Commission as under:

• “Free and fair election is the sine qua non of democracy. The scheme of the Constitution makes it clear that two distinct Constitutional authorities deal with election and calling of session. As a matter of practice the elections are completed within a period of six months from the date of dissolution, on completing the prescribed tenure or on premature dissolution except when for inevitable reasons there is a delay.The Election Commissioner is a high constitutional authority charged with the duty of ensuring free and fair elections and the purity of electoral process. To effectuate the constitutional objective and purpose it is to draw upon all incidental and ancillary powers. Six months’s period applicable to elections held on expiry of the prescribed term would be imperatively applicable to elections held after premature dissolution. This of course would be subject to such rare exceptional cases occasioned on account of facts situation (like acts of God) which make holding of elections impossible. But man made situation intended to defer holding of elections should be sternly dealt with and should not normally be a ground for deferring elections beyond six months period, starting point of which would be the date of dissolution.”

32. Inherent Powers of Management

Powers and responsibilities of management of an association are vested with such authority entrusted by the bye laws. Generally, such powers are entrusted with the Governing Body. Unless the bye laws, expressly or impliedly, provide for the residuary powers with a particular authority, the general law on management of associations permits the Governing Body of the societies and clubs the ‘inherent or implied’ powers of management, even though the bye laws do not specifically provide for the same. The well recognised inherent powers of management include the following:

• conducting meetings as per bye laws,
• settlement of ‘election-schedule’,
• preparation of electoral role,
• appointment of a returning officer,
• appointment of an independent enquiry officer,
• setting up of a domestic tribunal,
• promulgation of sub rules for efficient administration, 
• appointment of employees or managers,
• admission of new members as per bye laws,
• assignment of works to sub-committees,
• issuing circulars in required matters of management,
• taking disciplinary action against members/employees,
• review earlier ultra vires decisions,
• review decisions passed out of fraud,
• convening gen. body or spl. gen. body,
• ratification of acts of gov. body or officers,
• maintenance of records.

Inherent authority vest with Associations

In general, the governing body of societies and clubs can also exercise these ‘ancillary or implied’ powers of management (even though the bye laws do not specifically provide for the same); but it is always subject to the edicts of the bye laws, fundamental principles of foundation (basic structure) and circumscribed by the scope of powers conferred upon the governing body.[119] Such powers can also be taken to be derived out from inherent authority vest with the club or society, especially since they are voluntary associations function under the fundamental guarantees extended by the Constitution of the Country. Therefore, there may be no scope to explore deep to find out the genesis of this right. Lawful precedents may gain support to the actions of the governing body.

33. Formation of Sub-Committees and Sub Rules

A sub-committee is the subset of a larger association, assigned to do a particular activity already entrusted to an association. Sub-committees probe into the matters entrusted to them in detail or execute the assigned acts; and thereby ameliorate the workload of the parent body. The validity of sub-committees and sub-rules are depended on right of delegation. Broadly speaking, judicial powers conferred on a body cannot be delegated; but, it is permitted in administrative matters.[120] Similarly, where relevant express provisions prohibits delegation it cannot be violated; and if the same is allowed by necessary implication it can be validly done.[121] Denning LJ, has stated in Barnard Vs. National Dock Labour Board[122] as under:

• “While an administrative function can often be delegated, a judicial function rarely can be. No judicial tribunal can delegate its functions unless it is enabled to do so expressly or by necessary implication.”[123]

In Craies on Statute Law[124] it is said as under:

• “If the requirements of a statute which prescribe the manner in which something is to be done are expressed in negative language, that is to say, if the statute enacts that it shall be done in such a manner and in no other manner, it has been laid down that those requirements are in all cases absolute, and that neglect to attend to them will invalidate the whole proceeding.”[125]

It is trite law that where a power is given to do a certain thing in a certain way, the thing must be done in that way or not at all. In disciplinary actions against employees, especially where major punishment is to be awarded, a sub-committee is usually provided for in Cooperative statues. It is for ensuring an appeal provision to the Governing Body.[126]

Incidental/Ancillary Authority

Formation of a Subcommittee or formulation of Sub rules is, generally, an implied or Incidental/Ancillary authority (See: Prafulla Kumar Mukherjee v. The Bank of Commerce, (1947) 49 BomLR 568, (1946-47) 74 IA 23; The State of Rajasthan v. Shri G. Chawla, AIR 1959 SC 544; R.M.D.C (Mysore) v. State of Mysore, AIR 1962 SC 594) vested with every association or committee. The legality of the formation of a subcommittee is depended upon the situation whether sub-delegation is authorised by express provisions of law or by necessary implication.[127] It must be noticed that an agreement arrived at between the shareholders and directors of a company with respect to the management of the affairs of the company, without being incorporated in the Articles of Association is not enforceable against the company.[128] Still, there may have several matters which fall under the ‘inherent authority’ vested with an administrative and legislative body.

Inherent Authority

Formation of a sub committee for submitting a detailed study report, or for a fact-finding, for deliberation by the larger body, will definitely come within the sweep of ‘inherent authority’ (provided they are not expressly or impliedly prohibited).

In Pradvat Kumar Bose Vs. The Hon’ble The Chief Justice of Calcutta High Court,[129] the Supreme Court observed that a statutory functionary cannot be said to have delegated his functions merely for deputing a responsible and competent official to enquire and report. That is the ordinary mode of exercise of any administrative power. Unless the law specifically prohibits, such administrative matters can be delegated.

Doctrine of Ratification: The doctrine of delegation is accepted as a recognised principle of law. It derives authority from the principles of ratification, also.[130]

Not to Take Any Final Decision: Sub-committees do not take any final decision or action upon the matters entrusted or delegated[131] to them unless so directed[132] or permitted by the basic laws under which the committee itself was constituted; and generally, the sub-committees present their views for the consideration, after application of mind, by the parent committee.It is on the principle that the delegated authority cannot exercise any power which had not been expressly conferred to it; and that what has not been authorised, must always be taken to be prohibited. When an enactment requires a particular body to exercise a power, it must be exercised only by that body. It cannot be exercised by others unless the law provides for such delegation.[133]

Cannot Re-Delegate: If the authority vested with a committee or a body is a delegated authority, it cannot re-delegate the power. It was observed by majority (Hidayatulla, Bachawat and Shelat, JJ) in Constitution Bench of our Apex Court in Barium Chemicals Ltd Vs. Company Law Board[134]  as under:

• “As a general rule, whatever a person has power to do himself, he may do by means of an agent. This broad rule is limited by the operation of the principle that a delegated authority cannot be re-delegated, delegatus non potest delegare. The naming of a delegate to do an act involving discretion indicates that the delegate was selected because of his peculiar skill and the confidence reposed in him, and there is a presumption that he is required to do the act himself and cannot re-delegate his authority. As a general rule, “if the statute directs that certain acts shall be done in a specified manner or by certain persons, their performance in any other manner than that specified or by any other person than one of those named is impliedly prohibited.”

General Principle of Law–Delegation of Enquiry: Final Order must be the Order of the Disciplinary Authority:

The Madras High Court, in Saradha Balakrishnan Vs. The Director of Collegiate Education,[135]observed that the college committee was entitled to nominate a subcommittee for the purpose of conducting the enquiry; and that it was the general principle of law that in any disciplinary matter, the disciplinary authority was entitled to nominate an enquiry officer, who would only record the evidence and submitted his finding. Such finding is certainly not binding on the disciplinary authority. It is for the disciplinary authority to go into the evidence and other materials collected by the enquiry officer and come to a conclusion on its own.[136]

Similarly, in Bijoy Ranjan Rakshit Vs. State Medical Faculty of West Bengal,[137] the Calcutta High Court also held that it was open to the Governing Body of an institution to delegate its duty of hearing the petitioner to an Enquiry Committee. It was observed that where a statute provided that an individual or a body should heara dispute, the same must be followed, and the hearing should not be delegated. But where there is no such statutory provision, andan unwieldy body has to hear,it can appoint a smaller enquiry committee out of its members to go into the question and make its recommendation. The whole point is that the person involved must have a hearing. As long as he can fairly represent his case, the rule of natural justice is satisfied. Referring University of Calcutta Vs. Dipa Pal[138]the Calcutta High Court pointed out that the enquiry committee could not straightway make an order; but, the recommendation has to be made to the parent body and it has to consider the recommendation; and the order must be the order of the parent body.

Delegation and Doctrine of Retaining Control: In Union of India Vs. PK Roy[139] the Supreme Court held that if the administrative authority, named in a statute, had retained in its hands general control over the activities of the person to whom it has entrusted, in part, the exercise of its statutory power; and the control exercised by the administrative authority is of a substantial degree, there was, in the eye of law, no ‘delegation’ at all and the maxim ‘delegatus non potest delegare’ does not apply. It further held:

• “In other words, if a statutory authority empowers a delegate to undertake preparatory work and to take an initial decision in matters entrusted to it but retains in its own hands the power to approve or disapprove the decision after it has been taken, the decision will be held to have been validly made if the degree of control maintained by the authority is close enough for the decision to be regarded as the authority’s own.”

No Delegation if Judicial Power Given by Statute: But, if judicial power is conferred on a tribunal by a statute it cannot delegate that power to another body.[140]

Halsbury’s Laws of England[141] summarises these principles as follows:

• “In accordance with the maxim delegatus non protest delegate, a statutory power must be exercised only by the body or officer in whom it has been confided(H. Lavender and Son Ltd. v. Minister of Housing and Local Government [1970 (3) All.ER. 871]), unless sub-delegation of the power is authorised by express words or necessary implication (Customs and Excise Comrs. v. Cure and Deeley Ltd. [(1962) 1 QB 340] and Mungoni v. Attorney General of Northern Rhodesia [1960 (1) ALL.ER 446]). There is a strong presumption against construing a grant of legislative, judicial, or disciplinary power as impliedly authorising sub -delegation; and the same may be said of any power to the exercise of which the designated body should address its own mind.  Allam and Co. v. Europa Poster Services Ltd. [1968 (1) All.ER 826]… “[142]

34. Sub Rules

All administrators have the duty or Inherent or Incidental/Ancillary power to make sub-rules for the effective management of the institutions or associations they administer (See: Bar Council of Delhi v. Bar Council of India, AIR 1975 Delhi 200; Chacko v. Jaya Varma, ILR 2000-1 (KER) 381, 1999-3 Ker LT 680 – Rule can be framed for removal of Chairman). But, it should not be ultra vires the fundamental regulations or bye laws under which they manage the institution. And, it should not be provisions conferring substantive rights. Formation of sub rules should not be a substitute for incorporation of a material clause in the bye laws also. 

The legal basis and principles for formulating the sub rules can be traced from the doctrine of ‘implied, ancillary and incidental powers’. If there is no detailed rules governing an administrative or quasi-judicial matter, such as election, selection or redressal-process of disputes, the concerned authority will have the legitimate right to formulate detailed sub rules in that matter, as they are ‘masters of their own procedure’.[143] Sub rules are usually made to maintain transparency. It will also confirm ‘general standards’ in administration, and ensure ‘rule of law’. Nonetheless, it must be reasonable and conducive to the intended purpose. In Supreme Court Bar Association Vs. BD Kaushik it is observed that the power to amend the rules is implicit in the power to frame rules.

In Ashok Kumar Yadav Vs. State of Haryana[144] it was observed that justice should not only be done but must also appear to have been done is a principle not applicable to the judicial process alone. It has wide application. The judgment reads as under:

• “The basic principle underlying this rule is that justice must not only be done but must also appear to be done and this rule has received wide recognition in several decisions of this Court. It is also important to note that this rule is not confined to cases where judicial power stricto sensu is exercised. It is appropriately extended to all cases where an independent mind has to be applied to arrive at a fair and just decision between the rival claims of parties. Justice is not the function of the courts alone; it is also the duty of all those who are expected to decide fairly between contending parties. The strict standards applied to authorities exercising judicial power are being increasingly applied to administrative bodies, for it is vital to the maintenance of the rule of law in a welfare State where the jurisdiction of administrative bodies is increasing at a rapid pace that the instrumentalities of the State should discharge their functions in a fair and just manner.”[145]

It is held in G Kannaiah Vs. Binny Employees Co-Operative Housing Society Ltd.[146] that, in the absence of an express power, provisions for cessation of membership cannot be drawn-out through sub-rules or bye-laws.

The Kerala High Court observed in Thiruvalla East Co-operative Bank Ltd. Vs. Sasidharan Pillai  that the Amendment made to the Election Sub-rules by the Administrator, who was exercising powers of the Board of Directors, was only a ‘procedural formality’ with a view to conduct the election consistent with the amended Bye-laws.

Discretion with ECI to Apply Best Test Suited to Facts & Circumstances

In the ‘floor test case’ (Maharashtra Assembly), Subhash Desai v. Principal Secretary, Governor of Maharashtra (decided on May 11, 2023), the Supreme Court held, as regards the ‘test’ to be applied by the Election Commission of India, as under: 

• “…(N)othing in the Symbols Order mandates the use of a particular test to the exclusion of other tests. The ECI must apply a test which is best suited to the unique facts and circumstances of the case before it. The parties in the dispute before the ECI are free to propose a suitable test and the ECI may either apply one of the tests proposed or fashion a new test, as appropriate.”

It is cautioned by the Supreme Court-

• “The ECI must remain a neutral body and refrain from passing a subjective judgement on the approaches preferred by the rival factions.”

35. Election Authority or Domestic Tribunal Evolve its Own Procedure

In the absence of express or implied regulations to the contrary,[147] the Domestic Tribunals including Syndicate of a University,[148] Enquiry Committees, election authorities, etc. are also free to evolve and follow their own procedure as they are ‘masters of their own procedure’;[149] but, they must ensure natural justice in their actions.[150] Domestic tribunals are not bound by technical rules of evidence and procedure as are applicable to Courts.[151]

With respect to the procedure to be adopted by the domestic tribunal it is held in Kurukshetra University Vs. Vinod Kumar[152] as under:

• “It is not the province and the function of this Court to lay down either the time or the mode and manner in which autonomous and high-powered bodies like the Syndicate of the appellant-University are entitled to conduct their business in the meetings. They are equally masters of their own procedure and unless there is an infraction of the clear statutory rules in carrying out their duties and in conforming to the procedure prescribed by law, this Court would be ill-advised to render any gratuitous advice to them in their autonomous field in dealing and disposing of their business.”

It is held in Guru Nanak University Vs. Iqbal Kaur Sandhu[153] as under:

• “It is not the province and the function of this Court to lay down either the time or the mode and manner in which autonomous and high-powered bodies like the Syndicate of the appellant-University are entitled to conduct their business in the meetings. They are equally masters of their own procedure and unless there is an infraction of the clear statutory rules in carrying out their duties and in conforming to the procedure prescribed by law, this Court would be ill-advised to render any gratuitous advice to them in their autonomous field in dealing and disposing of their business.”

Lord Denning, Master of Rolls in the Court of Appeal in England, observed, with respect to the doctrine, ‘masters of their own procedure’, in the matter of a non-statutory domestic tribunal, as under:[154]

• “Is a party who is charged before a domestic tribunal entitled as of right to be legally represented, much depends on what the rules say about it. When the rules say nothing, then the party has no absolute right to be legally represented. It is a matter for the discretion of the tribunal. They are masters of their own procedure: and, if they, in the proper exercise of their discretion, decline to allow legal representation, the Courts will not interfere….”[155]

Election Process and Powers of a Returning Officer

Elections in associations are conducted in accordance with their Rules. If it is warranted, the court may intervene. In Hardeo Singh Vs. Union of India, 2016 3 UAD 656, the High Court of Uttarakhand being found it necessary that there should be a duly elected Management Committee for a Gurudwara for its proper management and administration, inter alia, following directions were issued with respect to election:

“The Election Officer for the purposes of the completion of the election process including
de-limitation/re-determination of wards,
preparation of electoral rolls,
verification of electors,
qualification of members,
election process,
publication of results,
first meeting of elected committee,
election of office bearers,
first meeting of the committee, constitution of sub-committees etc.,
may constitute a committee not exceeding five members, whom the Election Officer finds suitable.
Such five persons should be respectable and educated persons with no criminal record and no history of association with election of Gurudwara Sri Nanakmatta Sahib. These persons should have no interest or association with any candidate or group. They will also give an undertaking to the Election Officer that they have no interest in the election and they will not participate in canvassing or election etc. in any manner. The Election Officer shall follow such procedure, which is reasonable and on the basis of the principles of natural justice and in accordance with the Sikh principles and values.”

36. Right of Appeal: Not  an Ingredient of Natural Justice

Right of Appeal is a creation of statute.^[156] Right to appeal is neither an absolute right^[157] nor an ingredient of natural justice.^[158] It must be conferred by statute and can be exercised only as permitted by statute.^[159] A bit of legislation cannot be branded as bad for it does not provide for appeal in a particular matter, or it provides for an appeal subject to certain conditions.^[160]

37. Standard of Proof

It is open to the domestic tribunals to receive all the cogent and acceptable facts though not proved strictly in accordance with the Evidence Act. The material must be germane and relevant to the facts in issue.[161] The domestic tribunals do not insist the rigor of proof as required in court-proceedings.  

38. Sources of Civil Court’s Jurisdiction

The jurisdiction of a civil court to interfere with the internal affairs of associations is ‘rather limited’ (TP Daver Vs. Lodge Victoria No. 363 SC Belgaum: 1963 AIR SC 1144). Courts get jurisdiction to interfere with the internal affairs of associations if there are cogent grounds such as acts without jurisdiction, acts in violation of the principles of natural justice, acts with malafides, etc. Beyond the general jurisdiction of courts to intervene and set right illegalities, the jurisdiction to interfere in the internal affairs of associations is obtained by Courts from three sources: 

• (i)  contract (Board of Trustees, Ayurvedic & Unani Tibia College, Delhi Vs. The State: AIR 1962 SC 458),
• (ii) court is the protector of all charities (Thenappa Chattier Vs. Kuruppan Chhietier: AIR 1968 SC 915; Nelson Vs. Kallayam Pastotate: AIR 2007 SC 1337) and
• (iii) formation of associations is, besides common law right as well as statutory right, a fundamental right protected by our courts (A P Dairy Development Corpn. Vs. B Narasimha Reddy: AIR 2011 SC 3298; Dharam Dutt Vs. Union of India: AIR 2004 SC 1295).

39. When Estate of a Deceased Director Liable

A civil action for recovery out of misrepresentation or negligence committed by a director, survives against his estate.

In Halsbury’s Laws of England it is stated:

• “A director who has misapplied or retained or become liable or accountable for any money or property of the company, or who has been guilty of any breach of trust in relation to the company must make restitution or compensate the company for the loss. Where the money of the company has been applied for purposes which the company cannot sanction, the directors must replace it, however honestly they may have acted. The estate of a deceased director has always been liable for his breaches of trust.”[162]

In Gore-Browne, Handbook of Joint Stock Companies,[163] it is stated:

• “In the case of the death of a director his estate remains liable for any breach of trust he may have committed (including any wrongful dealing with the company’s property, such as a payment of dividend out of capital or sale of its assets at an undervalue).”

40. Action Against Delinquent Directors

As per Section 266 of the Companies Act, 2013, the National Company Law Tribunal (a quasi-judicial authority created under the Companies Act, 2013 to deal with disputes arising under the Companies Act) has powers to take action against delinquent directors, officers and employees. If the tribunal finds that any director or officer has diverted the funds or property of the company or has managed the affairs of the company on a detrimental manner, it can direct the financial institutions not to provide any financial assistance to such persons or company, and also disqualify delinquent persons for 6 years. Section 268 stipulates that no court shall grant any injunction in respect of an action taken under these proceedings.

41. Liability of a Co-operative Society, Its Own

Merely because a person assumed the post of the office bearer of a Co-operative Society, for a particular period, will not make him liable for payment of the liability, if any, of that society (provided no delinquency attributed); because, a Co-operative Society registered under the Co-operative Societies Act is a legal entity invested with a corporate personality which makes it distinct and different from the various members constituting it. The liability of the society is its own and not that of its members or office bearers, and has to be met by the society itself.[164]

It is held in State of Punjab v. Amolak Ram Kapoor[165] as under:

• “Since the Board was a society registered under the Societies Registration Act, and as per rules and regulations it could acquire and sell property, the recovery of arrears of sales tax imposed on the Board could only be recovered from the property of the Board and not from the members of the Board.”

42. No Action Against office-bearers, on Bona Fide Action

Bona fide action of trustees, though proved subsequently to be a mistaken one, will not lead to delinquency.[166] There must be gross negligence or misconduct for invoking legal actions against trustees. Fidelity which is calculated to put the trust in jeopardy alone will be actionable. ‘Failure in the discharge of duty on account of mistake or misunderstanding is not a ground for removal unless such failure shows want of capacity to manage the trust’.[167]

It is legitimate to say that the same is the position with respect to the office-bearers of a society or a club also.

43. Liability of Director Board Members u/s 138, N.I. Act

In Gunmala Sales Private Ltd. Vs. Anu Mehta[168] our Apex Court, while dealing with Section 141 of the Negotiable Instruments Act, reviewing its earlier Judgments, including SMS Pharmaceuticals Limited Vs. Neeta Bhalla,[169] K.K. Ahuja Vs. V.K. Arora,[170] National Small Industries Corporation Vs. Harmeet Singh Paintal,[171] N. Rangachari Vs. Bharat Sanchar Nigam,[172] summarized its conclusions as to the liability of the Director Board Members of a limited Company, as under:  

•  “(a) Once in a complaint, filed under Section 138, read with Section 141 of the N.I. Act, the basic averment is made that the Director was in-charge of and responsible for the conduct of the business of the company at the relevant time when the offence was committed, the Magistrate can issue process against such Director;  

• (b) …. 

• (c) In the facts of a given case, on an overall reading of the complaint, the High Court may, despite the presence of the basic averment, quash the complaint because of the absence of more particulars about role of the Director in the complaint. It may do so having come across some unimpeachable, uncontrovertible evidence, which is beyond suspicion or doubt or totally acceptable circumstances which may clearly indicate that the Director could not have been concerned with the issuance of cheques and asking him to stand the trial would be abuse of the process of the court. … 

• (d) …”

Same will be the position of the Governing Body Members of a society also.[173]

To the question whether a Public Charitable Trust has been recognised as a juristic person for the purpose of Negotiable Instrument Act , it is held in Abraham Memorial Vs. C. Suresh Babu[174] that a Public Charitable Trust being capable of contracting, and capable of making and issuing a cheque or Bill (Sec. 26), it is a juristic person for the purpose of the said Act; and that a Trust, either private or public/charitable or otherwise, is a juristic person liable for punishment for the offence punishable under Sec. 138 of the N I Act.

44. Fiduciary Position of Governing Body Members

Directors of a company stand in a fiduciary position and they are legally bound to exercise their powers for the company’s benefit. They have to protect the interest of the company and its shareholders. They cannot take part in any resolution under which they gain any benefit. If interested directors take part in such transactions there would be an irregularity and it renders the resolutions voidable at the instance of the company.[175]

The term ‘fiduciary’, as an adjective, means ‘in the nature of a trust, having the characteristics of a trust, analogues to a trust; relating to or founded upon a trust or confidence’. ‘Fiduciary relationship’ invariably involves dominion over property which is wholly lacking in the case of a contract of suretyship or guarantee, that the surety has not received anything nor has he been given dominion with money or property and that he has no liability to account. There is no fiduciary capacity involving liability to account in relation to another. Mere confidence also cannot result in a fiduciary relationship.[176]

Black’s Law Dictionary defines ‘fiduciary relationship’ as:

• “A relationship in which one person is under a duty to act for the benefit of the other on matters within the scope of the relationship.fiduciary relationships – such as trustee-beneficiary, guardian-ward, agent-principal, and attorney-client – require the highest duty of care. fiduciary relationships usually arise in one of four situations : (1) when one person places trust in the faithful integrity of another, who as a result gains superiority or influence over the first, (2) when one person assumes control and responsibility over another, (3) when one person has a duty to act for or give advice to another on matters falling within the scope of the relationship, or (4) when there is a specific relationship that has traditionally been recognised as involving fiduciary duties, as with a lawyer and a client or a stockbroker and a customer.”

The term ‘fiduciary’ as an adjective means ‘in the nature of a trust, having the characteristics of a trust, analogues to a trust; relating to or founded upon a trust or confidence’. Mere confidence also cannot result in a fiduciary relationship.[177]

45. Doctrine of ‘Conditions of Modern Life’

In KC Kappor Vs. Radhika Devi,[178] the Supreme Court has held that the expression “compelling necessity” (qua alienation of property held by a trustee-Kartha) must be interpreted with due regard to the ‘conditions of modern life’. Our Apex Court quoted this phraseology in the Bombay decision, Nagindas Maneklal Vs. Mahomed Yusuf Mithcella.[179]

46. Governing Body Not to Benefit; Should Act Gratuitously

It is the duty of the trustee to administer the trust in the interest of the beneficiaries. He is not permitted to place himself in a position where it would be for his own benefit or to violate his duty to the beneficiaries.[180] Trustee has to act gratuitously unless the expenditure is sanctioned in the trust deed. The same is the position in case of governing body members of a society also.[181]

Section 32 of the Indian Trusts Act, 1882 provides that the trustee is entitled to get, from out of the trust property, the reimbursement of all expenses properly incurred in relation to the execution of the trust property, and incurred for preservation of the trust property. The Indian Trusts Act primarily applies to private trusts. Still, the afore-stated principles are applicable to public trusts also.[182]

47. Fiduciary Relationship Will Not be Allowed to be Varied

Though, Indian Trusts Act essentially applies to private trusts, the principles in Sec. 46 and 47 of the Indian Trusts Act (a trustee cannot renounce or delegate duties) are applied to various affairs of fiduciary relationship,[183] by our Courts, as they contain the common law principles of the universal rules of equity, justice and good conscience upheld by the English judges.

In State of Uttar Pradesh Vs. BansiDhar:[184]  it is held by VR Krishna Iyer, J. as under:

• “But while these provisions (of Indian Trusts Act)  proprio vigore do not apply, certainly there is a common area of legal principles which covers all trusts, private and public, and merely because they find a place in the Trusts Act, they cannot become ‘untouchable’ where Public Trusts are involved. Case must certainly be exercised not to import by analogy what is not germane to the general law of trusts, but we need have no inhibitions in administering the law by invoking the universal rules of equity and good conscience upheld by the English Judges, though also sanctified by the statute relating to private trusts. The Courts below have drawn inspiration from Section 83 of the Trusts Act and we are not inclined to find fault with them on that score because the provision merely reflects a rule of good conscience and of general application.”[185]

S. 46: A trustee who has accepted the trust cannot afterwards renounce it except (a) with the permission of a principal Civil Court of Original Jurisdiction, or (b) if the beneficiary is competent to contract, with his consent, or (c) by virtue of a special power in the instrument of trust.

S. 47: A trustee cannot delegate his office or any of his duties either to a co-trustee or to a stranger, unless (a) the instrument of trust so provides, or (b) the delegation is in the regular course of business or (c) the delegation is necessary, or (d) the beneficiary, being competent to contract, consents to the delegation.

Sec. 46 and 47 of the Indian Trusts Act make it clear – a fiduciary relationship and duties[186] attached thereto should not be allowed to be unilaterally terminated or varied, as it would be against the common interest of the society in general. These principles would apply with equal force to anybody who enters on another’s property in a fiduciary capacity[187]

48. Accounting by Trustees

No trustee can get a discharge unless he renders accounts of his management. Courts have discretion in regard to fixing the period of accounting in a suit for accounting against a trustee of a charity.[188]

In Vedagiri Lakshmi Narasimha Swami Temple Vs. Induru Pattabhirami Reddi[189] new trustees alleged misfeasance, malfeasance and non-feasance and also gross negligence against former trustees. On the questions whether the present trustees can demand rendition of account from the ex-trustees without alleging against them any acts of negligence or willful default; and, if so, whether there was a bar to the maintainability of a suit for the relief of rendition of accounts in a civil court, it was observed by our Apex Court that it was ‘common place that no trustee can get a discharge unless he renders accounts of his management’ and that this liability was irrespective of any question of negligence or willful default. They are, therefore, held liable to render accounts of their management to the present trustees.

49. Contract with Third Party

See notes under: ‘Doctrine of Indoor-Management & Rule of Constructive-Notice’, and ‘Internal Dispute as to Resolution: Question of Fact’.

50. Doctrine of Indoor-Management & Rule of Constructive-Notice

Under the doctrine of ‘indoor management’, it is presumed that the persons who handle the affairs of a Company have properly dealt with the requirements prescribed in the memorandum of articles. Similarly, the rule of ‘constructive notice’ prevents an outsider to allege that he did not know the constitution of the company rendered a particular act, or a particular delegation of authority, ultra vires.

In M/s MRF Vs. Manohar Parrikar[190] it is explained: 

• “The doctrine of indoor management is also known as the Turquand rule after the case of Royal British Bank v. Turquand,24 [1856] 6 E. & B. 327. In this case, the directors of a company had issued a bond to Turquand. They had the power under the articles to issue such bond provided they were authorized by a resolution passed by the shareholders at a general meeting of the company. But no such resolution was passed by the company. It was held that Turquand could recover the amount of the bond from the company on the ground that he was entitled to assume that the resolution was passed. The doctrine of indoor management is in direct contrast to the doctrine or rule of constructive notice, which is essentially a presumption operating in favour of the company against the outsider. It prevents the outsider from alleging that he did not know that the constitution of the company rendered a particular act or a particular delegation of authority ultra vires. The doctrine of indoor management is an exception to the rule of constructive notice. It imposes an important limitation on the doctrine of constructive notice. According to this doctrine, persons dealing with the company are entitled to presume that internal requirements prescribed in memorandum and articles have been properly observed. …. Therefore doctrine of indoor management protects outsiders dealing or contracting with a company, whereas doctrine of constructive notice protects the insiders of a company or corporation against dealings with the outsiders. However suspicion of irregularity has been widely recognised as an exception to the doctrine of indoor management. The protection of the doctrine is not available where the circumstances surrounding the contract are suspicious and therefore invite inquiry.”

It is further pointed out in this decision:

• “This exception to the doctrine of indoor management has been subsequently adopted in many Indian cases. They are B. Anand Behari Lal Vs. Dinshaw and Co. (Bankers) Ltd, 26 AIR 1942 Oudh 417 and Abdul Rehman Khan Vs. Muffasal Bank Ltd., 27 AIR 1926 All 497.”

51. Genuine Disputes as to Management: Court Adjudicates

In DB Enterprise Vs. Juhu Chandan Co-Op Hsg. Ltd.[191] disputes arose among two groups of members of the society as to whether the Development Agreement has been validly entered into by the society on behalf of its members such as to bind them. Several members disputed that the agreement had not been validly entered into. The court considered the events elaborately to see whether these disputes were genuine, and it was held that the society was bound by the Agreement.

But, in cases where a special forum is provided to settle disputes regarding management, as in the AP Societies Registration Act, 2001, the civil court jurisdiction is expressly or impliedly barred. Sec. 23 of the AP Societies Registration Act, 2001 states as follows:

• “23. Dispute regarding management: In the event of any dispute arising among the committee or the members of the society, any member of the society may proceed with the dispute under the provisions of the Arbitration and Conciliation Act, 1996, or may file an application in the District Court concerned and the said court shall after necessary inquiry pass such order as it may deem fit.”

52. Disputes be Redressed by the Mechanism Provided by the Rules

In Kowtha Suryanarayana RaoVs. Patibandla Subrahmanyam[192]  it is held as follows:

• “It is a well-established principle that, provided that the acts of the management are within the powers of the Society itself, any dispute between individual members of the Society and those responsible for its management must be decided by the machinery provided by the rules and not in a Court of Law. …. It is only when an act is ultra vires the society that a member is entitled to come to a Civil Court and have the act of the management which is ultra vires declared to be void.”

53. Internal Management

In Supreme Court Bar Association Vs. BD Kaushik[193] it is observed as under:

• “In matters of internal management of an association, the courts normally do not interfere, leaving it open to the association and its members to frame a particular bye-law, rule or regulation which may provide for eligibility and or qualification for the membership and/or providing for limitations/restrictions on the exercise of any right by and as a member of the said association.”

It is further observed in this decision that ‘it is well settled legal proposition that once a person becomes a member of the association, such a person looses his individuality qua the association and he has no individual rights except those given to him by the rules and regulations and/or bye-laws of the association.’ The Court added:

• “The Memorandum of Association is a contract amongst the members of the Society, which though required to be registered under the Statute, does not acquire any statutory character. These are rules which govern internal control and management of the Society. The authority to frame, amend, vary and rescind such rules, undoubtedly, vests in the General Body of the Members of the Society. The power to amend the rules is implicit in the power to frame rules.”

Courts will not delve in the internal disputes of an association unless it is shown[194] that the aggrieved parties have worked out and exhausted their remedies[195] (but, failed to resolve disputes) under the bye laws, before:

• (a) the machinery or body (domestic tribunals),[196] if any, provided in its bye laws,[197] or
• (b) the authorities under the statute, if any, holds the field.[198]

In the celebrated decision, TP Daver Vs. Lodge Victoria,[199] the Supreme Court held that a member of a Masonic lodge was bound to abide by the rules of the lodge, and if the rules provide for expulsion, he should be expelled only in the manner provided by the rules;[200] and that the lodge was bound to act strictly according to the rules.[201]

54. Effect of Failure to File Documents u/s 4, or of Becoming Defunct

Non-renewal does not infer – society is defunct.

Non-renewal of the registration of a society may be a bar to avail the benefits offered to registered societies, but the same by itself will not lead to the inference that the society is not in existence.[202] Burden will be with those who wish to rebut the presumption; and, in any case, such a society can no more be regarded as a registered society.[203]  Several State-amendments[204] to the So. Regn. Act, 1860 and State-Societies-Registration-Acts[205] also made specific provisions for imposing fine on the societies (or its office bearers) which make default in complying with the requirements of Sec. 4.

In Nelson Vs. Kallayam Pastorate[206] it is held by our Apex Court that in the event of becoming a society defunct, or failure to file documents under Sec. 4 of the So. Regn. Act, there is no bar to revive its activities and to conduct the election of the office bearers. The courts cannot set aside such elections on the sole ground that certain statutory provisions have not been complied with by it. Right to contest an election of an office-bearer of the society is a statutory right of the member thereof. Such a right also exists under the bye-laws of the society. If a society fails to file with the Registrar the documents required under Sec. 4, a presumption may arise that it is defunct.

But, it was held by our Apex Court in NandDeoPandeyVs. Committees of Management[207] that properly constituted committee of management was required to continue the proceedings of inquiry against the Principal of a Vidyalaya. The Managing Committee was held to have ceased to be valid due to non-renewal of the registration of the society and non-holding of periodical elections under the provisions of the Societies’ Registration (U.P. Amendment) Act, 1960.

In Parshvanath Jain Temple Vs. LRs. of Prem Dass[208] it was observed by the Rajasthan High Court that irregularity, if any, on account of non-registration of the Trust under the Rajasthan Public Trusts Act at the time of institution of the suit could be cured with the registration of the Trust. It was held that the bar under Section 29 of the Rajasthan Public Trusts Act was only against the hearing and final decision of the suit and not against the institution of the suit itself.

55. Revival or Winding up of sick Companies

Section 253 of the Companies Act, 2013 speaks as to remedies of a secured creditor of a Company, before the National Company Law Tribunal (a quasi-judicial authority created under the Companies Act, 2013 to deal with disputes arising under the Companies Act). Sec 254 provides for revival and rehabilitation. If a Company fails to commence business with a year of its incorporation or failed to carry on business or it is not operating for two years, or fails to submit returns, the Registrar can strike off the registration of the Company. It forbids the Company from its functioning. But, it can be revived.

On presentation of the application for revival, under Section 256, the tribunal will appoint an interim administrator; and he will call for a meeting of the creditors of the Company within 45 days; and will prepare a draft scheme; or the interim administrator will take over the entire management of the Company.  

The interim administrator will, thereafter, appoint a committee of creditors under Section 257. If it is possible to revive the Company, it will be revived. The tribunal may also pass such orders for the appointment of the administrator.

Finally, a scheme will be prepared by the administrator as per Section 261.  But, the Company will be wound up under Section 263 if the scheme is not approved by the creditors and the tribunal will pass orders for winding up the Company.

---

[1]   Salmond on Jurisprudence (12^th Edition, Page 326) reads: “The Club property is the joint property of the members, though in fact, it is often held by trustees on behalf of the members.”

Halsbury’s Laws of England (IV Edition, Vol. 6, Para 205) says: “Unincorporated members’ clubs. – An unincorporated members’ club is a society of persons each of whom contributes to the funds out of which the expenses of conducting the society are paid. ……. Subject to any rule to the contrary, the property and funds of the club belong to the members of the time being jointly in equal shares. “

[2]      Supreme Court Bar Association Vs. Registrar of Societies: ILR 2012-22 Del  1031; Girish Mulchand Mehta Vs. Mahesh S. Mehta. 2010 (1) Bom.C.R 31.         

[3]   Thalapalam Service Co-operative Ltd. Vs. Union of India: AIR 2010 Ker  6. Appeal Judgment: Thalappalam Ser. Coop. Bank Ltd Vs. State of Kerala: 2013 (16) SCC 82; 2013 Sup AIR (SC) 437; 2013 AIR(SC) (CIV) 2758, 2013 AIR(SCW)  5683.  Punjab State Co-operative Bank Limited Vs. Milkha Singh: AIR  1998 SC 271;  B C Sharma Vs. M L Bhalla: AIR 2006 SC 3293; Supreme Court Bar Association Vs. Registrar of Societies: ILR 2012-22 Del 1031; Ayantilal Shanabhai Shah Vs. Ambikaben Shivshankar Trivedi: AIR  2003 Guj 58; A S Gahlout Vs. Lt Governor of Delhi: AIR  1994 Del 69

[4]   Daman Singh &ors. Vs. State of Punjab: AIR 1985 SC 973; State of U.P. Vs. C.O.D. Chheoki Employees’ Co-op. Society Ltd : AIR 1997  SC  1413.

[5]      AIR 1997 SC 1413

[6]      Anil Bhalla Vs. Indian Airlines Coop. Group Housing Society:  ILR 2010-20 Del 3027;         Backbay Premises Co Op Society Ltd Vs. Sarojben G Shah: 1992 CTJ  402

[7]      Venus Co-Op Housing Society Vs. J Y Detwani: 2003-3  All MR 570:

[8]      Lila Parulekar Vs. Sakal Papers (P) Ltd.: (2005) 11 SCC 73: AIR 2005 SC 4074; Raja Himanshu Dhar Singh Vs. Addl Registrar Co-operative Societies: AIR 1962 All 439. 

[9]    2007-4 Raj LW 3547

[10] VB Rangaraj Vs. VB Gopalakrishnan: (1992) 1 SCC 160; Vodafone International Holdings Vs. Union of India: (2012) 6 SCC 613; World Phone India Vs. WPI Group Inc.: (2013) SCC OnLine Del 1098.

[11]    V.VirupakshappaVsDangadiHanumanthappa: AIR 1978  Kar 131

[12]Jaiveer Singh Virk Vs. Sir Sobha Singh: LAWS(DLH) 2020-3 120,

[13]Jaiveer Singh Virk Vs. Sir Sobha Singh: LAWS(DLH) 2020 3 120,

[14](1875) LR 7 HL 653 (DC)

[15](1875) LR 7 HL 653 (DC)

[16]AIR 1963 SC 1185

[17]1966 SCC OnLine Cal 44

[18] J R Agency Vs. Punjab Small Industries : 2010-159 Pun LR 452; John Tinson Co Pvt Ltd Vs. Bank Of India: 2008-105 DRJ 358; Reshmi Constructions Vs. Laxman Vithal Chunekar: 2014-5 Mh LJ 537

[19]B. Mookerjee Vs State Bank of India: AIR 1992 Cal 250; Nibro Limited Vs National Insurance Co:  AIR 1991  Del 25; State Bank of Travancore Vs. Kingston Computers: 2011-11 SCC 524; United Bank of India Vs. Naresh Kumar: AIR 1997 SC 3

[20]Naresh Chandra Sanyal Vs. Calcutta Stock Exchange Assn: 1971-1 SCC 50

[21]Claude Lila ParulekarVs. Sakal Papers:  2005-11 SCC 73.

[22]Ashbury Railway Carriage and Iron Co. Ltd. Vs. Riche: (1875) LR 7 HL 653 (DC) Lakshmanaswami Mudaliar Vs. LIC:AIR1963 SC 1185; Gajadhar Prasad Choudhary Vs. State of Bihar: AIR 1984 Pat 105.

[23] (2013) SCC OnLine Del 1098. Referred: V.B. Rangaraj Vs. V.B. Gopalakrishnan:  AIR 1992 SC 453 and  S.P. Jain Vs. Kalinga Tubes Ltd. : 1965-2 SCR 720.

[24]At pages 219 and 229.

[25] Quoted in: B. UmeshVs. Bangalore Development Authority: ILR1991 Kar 824.

[26] Quoted in: Gajadhar Prasad Choudhary Vs. State Of Bihar: AIR 1984 Pat 105

[27]   Ashbury Railway Carriage and Iron Co. Ltd. Vs. Riche: (1875) LR 7 HL 653 (DC); Radhabari Tea Co. Vs. Mridul Kumar Bhattacharjee: 2010-153 CC 579: 2010-1 Gaulj 433

[28]    Radhabari Tea Co. Vs. Mridul Kumar Bhattacharjee: 2010-153 CC 579: 2010-1 Gaulj 433

[29]    AIR 1963 SC 1185

[30]    Mool Chand Khairati Vs. Director of IT: 2015-280 CTR 121; 2015-222 DLT 102

[31]    AIR 1963 SC 1185

[32]Turner Morrison and Co Vs. Hungerford Investment: AIR 1972SC 1311.

[33]AIR 1984 Pat 105

[34](1966) 2 QB 656

[35] Referred to in: Gajadhar Prasad Choudhary Vs. State Of Bihar: AIR 1984 Pat 105; Kumarapuram Gopal Krishnan  Vs. Burdwan Cutwa Railway Co: 1978-1 Cal LJ 6504

[36]2015-280 CTR 121; 2015-222 DLT 102

[37]   2016-3 KHC 670

[38]   AM Prakasan Vs. State of Kerala:2016-3 KHC 670

[39]   2010-5 Gau LJ 294, 2010 4 Gau LT 905

[40]   AIR 1992 Cal 122

[41]  See Notes below: “Ratification is a Recognised Principle of Law”

[42]   See: Punjab State Co-operative Bank Limited Vs. Milkha Singh: AIR  1998 SC 271.

[43]   AIR 2007 SC 1682

[44]   Section 291 of the Companies Act, 1956 corresponds to Sec. 179 of the Companies Act, 2013.

[45]   Devassy Vs. Asst. Registrar of Cooperative Societies: ILR 1976 (1) Ker. 95;       Gopalan Vs. Joint Registrar of Cooperative Societies 1985 Ker LT 446;       Joseph Vs. Kothamangalam Co-op. M. Society Ltd: 1994 (1) Ker LT 828).

[46]   1982-2 Kant LJ 313

[47]   AIR 1980 SC 1612

[48]   1998 (1) GLR 38

[49]   See rulings under company-law: CDS Financial Services (Mauritius)Ltd. Vs. BPL Communication Pvt. Ltd. (2004) 121 Com Cas 374;  Marikar Motors Vs. M.I. Ravikumar : [1982] 52 Comp Cases 362 (Ker);   Pradip Kumar Sarkar Vs. Luxmi Tea Co. Ltd. [1990] 67 Comp Cases 491 (Cal.);    the appeal was dismissed by the Supreme Court in Luxmi Tea Co. Ltd. Vs. Pradip Kumar Sarkar, [1990] 67 Comp Cases 518 (SC) 

[50]   AIR 1963 SC 1144; See also Ujjal Talukdar Vs. Netai Chand Koley AIR 1969 Cal 224;       All India Wokey s Hockey Federation Vs. Indian Olympic Association, 1994 55 DLT 607;       Ashok Kumar Vs. SBI Officers Association, 2013-201 DLT 433.

[51]   AIR 1963 SC 1144; See also Ujjal Talukdar Vs. Netai Chand Koley: AIR 1969 Cal 224;   All India Wokey s Hockey Federation Vs. Indian Olympic Association: 1994 55 DLT 607;   Ashok Kumar Vs. SBI Officers Association: 2013-201 DLT 433.

[52]   (1998) 6 SCC 39; Venus Co-Op Housing Society Vs. J Y Detwani: 2003-3  All MR 570.    

[53]   Myurdhwaj Coop. Group Housing Society Vs. Presiding Officer: AIR1998 SC 2410            

[54]   Rameshwar Prasad Vs. Union of India: (2006) 2 SCC 1

[55]   40 ER 852

[56]   (1888) 57 LJ Ch 543

[57]   (1904) AC 515:

[58]   AIR 1931 Mad. 12. See also: Inderpal Singh Vs. Avtar Singh (2007-4 Raj LW 3547).

[59]   Varghese Vs. St. Peters and Pauls Syrian Orthodox Church: (2017) 15 SCC 333.

[60]   Varghese Vs. St. Peters and Pauls Syrian Orthodox Church: (2017) 15 SCC 333.

[61]   Profulla Chorone Requitte Vs. Satya Chorone Requitte: AIR 1979 SC 1682.

[62]   Quoted in Most Rev. PMA Metropolitan Vs. Moran M. Marthoma: AIR 1995 SC 2001- Para 69

[63]   AIR 1969 All 248

[64]   AIR 1962 SC 458 (para13)

[65]   NF Barwell Vs. John Jackson: AIR 1948 All 146. It is considered in Shridhar Misra Vs. Jaichandra Vidyalankar: AIR1959  All 598; See also: Jamiat Ulama Vs. Maulana Mahmood Asad Madni: ILR 2008 -17 Dlh 1950; Raja Himanshu Dhar Singh Vs. Additional Registrar Co-Operative Societies: AIR 1962 All 439.

[66]   See: Shakir Husain Vs. ChandooLal, AIR 1931 All 567; Shanta Prasad v/s. Collector, Naini Tal: 1978 ALJ 126; Mohammad AM Vs. The State of Uttar Pradesh: AIR 1958 All 681; Union of India Vs. Bhimsen Walaiti Ram : AIR 1971 SC 2295 ; State of Orissa Vs. Harinarayan Jaiswal: AIR 1972 SC 1816.

[67]   See: Shackleton on the Law and Practice of Meetings (Seventh Edition) Page 120;       Company meetings Law and Procedure by B. K. Sen Gupta (1985), Page 221

[68]   Damyanti Naranga Vs. Union of India: AIR 1971 SC 966; Daman Singh Vs. State of Punjab AIR 1985 SC 973

[69]   Zoroastrian Co-operative Housing society Ltd. Vs. District Registrar: AIR  2005 SC 2306.

[70]   State of Maharashtra Vs. Karvenagaar Sahakari Griha (2000) 9 SCC 295:      Zoroastrian Co-operative Housing Society Vs. DistRegr.AIR  2005 SC 2306.

[71]   Supreme Court Bar Association Vs. Registrar of Societies: ILR 2012-22 Del  1031;       Girish Mulchand Mehta Vs. Mahesh S. Mehta. 2010 (1) Bom. C.R 31

[72]   Chandresh Kumar Malhotra Vs. H P St. Co-Op. Bank: I993 CTJ 273 (HP)

[73]   Shamrao Madhavrao Bodhankar Vs. Suresh Shamrao Bodhankar 1986-2 BCR 650

[74]   AIR 1943 PC 66

[75]   AIR 1973 SC 2389

[76]   1974, Mh. LJ 428

[77]   1986-2 BCR 650

[78]   See also: AS KrishnanVs. M Sundaram: AIR 1941 Bom. 312

[79]    AIR 1989 SC 1582

[80]   AIR 1941 Bom. 312

[81]AIR 1986 SC 140

[82]AIR 1955 SC 233

[83](2014) 2 SCC 401

[84]AIR 1964 SC 358

[85]1978 1 SCC 405

[86]2010 10 SCC 744

[87]    AIR1962 All 439

[88]    AIR 1966 SC 330

[89]    ILR 2007 (1) Ker 10

[90]    Shackleton on Law and Practice of Meeting, Eighth Edition, Page 4 ;  See also: Re British Sugar Refining Co.: (1857) 3 K & J. 408.

[91]    Indian National Congress (I) Vs. Institute of Social Welfare: AIR 2002 SC 2158; Indian Bank V. Satyam Fibers (India) Pvt. Ltd., (1996) 5 SCC 550; Tata Steel Vs. State of Jharkhand: AIR  2011 Jhar 9.

[92]    Dr. Smt Kuntesh Gupta Vs. Mangt. of Hindu Kanya Mahavidyalaya: AIR 1987 SC 2186;         Priya Brata Maity Vs. State of West Bengal: AIR  2000 Cal 32;          Gaya Dutt Misra v. District Inspector of Schools : 1995 (2) AWC 1118.

[93]   Debarchan Mahanandia Vs. State of Orissa: 2015-119 CLT 768, ILR  2015-1 Cut 368.

[94]   Allhabad High School Society Vs. State of UP: 2011-4 ADJ 341.

[95]Patel NarshiThakershi Vs. Pradyumansinghji Arjunsinghji: AIR 1970 SC 1273: 1971-3 SCC 844

[96] AIR 2010 SC 3745: 2010-9 SCC 437

[97]   AIR 2005 SC 4321,

[98]   Guruvayoor Prathikarana Vedi Vs. Secretary to Government: 2005-1 Ker LT 19, 2005 KHC  5.   Referred: Patel Narshithakershi Vs. Sri Pradyuman Singhji Arjunsinghji  (1971) 3 SCC 844, Mehar Singh Nanak Chand v. Sri Naunihal Thakardas: (1973) 3 SCC 731, R. R. Verma v. Union of India (1980) 3 SCC 402; Debarchan Mahanandia Vs. State of Orissa: 2015-119 CLT 768, ILR  2015-1 Cut 368.

[99]   Tata Steel Limited Vs. State of Jharkhand: AIR  2011Jhar 9.

[100] Surjeet Singh Vs. Delhi Development Authority: 2013-3 AD (Del)  685; 2013-135 DRJ 358

[101]  Manav CGHS Limited Vs. PO Delhi Cooperation Tribunal: 2002-100 DLT 428

[102]  Manav CGHS Limited Vs. PO Delhi Cooperation Tribunal: 2002-100 DLT 428

[103]  Lalit Kumar Modi Vs. Board of Control for Cricket in India:  2011 AIR-SCW  5919: 2011-10 SCC 106.

[104]  2011 AIR-SCW  5919: 2011-10 SCC 106

[105]  Inderpal Singh Vs. Avtar Singh:2007-4 Raj LW 3547

[106]  Inderpal Singh Vs. Avtar Singh (2007-4 Raj LW 3547).: See also: Lila Parulekar Vs. Sakal Papers (P) Ltd.: (2005) 11 SCC 73: AIR 2005 SC 4074;  Raja HimanshuDhar Singh Vs. Additional Registrar Co-operative Societies: AIR 1962 All 439.

[107]  TP Daver Vs. Lodge Victoria No. 363 SC Belgaum, 1963 AIR SC 1144

[108]  Manav CGHS Limited Vs. PO Delhi Cooperation Tribunal: 2002-100 DLT 428

[109]  A P Dairy Development Corporation Vs. B Narasimha Reddy: AIR 2011 SC 3298; Dharam Dutt Vs. Union of India (2004) 1 SCC 712: AIR 2004 SC 1295. See also: Kowtha Suryanarayana RaoVs. Patibandla Subrahmanyam: AIR 1940 Mad 902.

[110] AIR 2005 SC 2306

[111]  See also: State of UP Vs. COD Chheoki Employees’ Co-op. Society: AIR 1997 SC 1413.

[112]  AIR 1995 SC 2001

[113]  Union of India Vs. Paras Laminates ( P) Ltd. : AIR 1991 SC 696.

[114]  M.S. Gill Vs. Chief Election Commissioner: AIR 1978 SC 851.

[115]  AIR 1978 SC 851

[116]  (1987) 3 SCC 82

[117]  AIR 1995 SC 2001

[118]  AIR 1954 All 636

[119] Also see notes below: Ratification is a Recognised Principle of Law.

[120]Union of India Vs. PK Roy: AIR 1968 SC 850; Pradvat Kumar Bose Vs. Chief Justice of Calcutta High Court: AIR 1956 SC 285; Sahni Silk MillsVs. Employees’ State Insurance Corpn: 1994 (5) SCC 346

[121]Barium Chemicals Ltd., Vs. Company Law Board:  AIR 1967 SC 295; Sahni Silk Mills Vs. Employees’ State Insurance Corpn: 1994 (5) SCC 346

[122](1953) 1 All ER. 1113

[123] Quoted in: Marathwada University Vs. Seshrao Balwant Rao Chavan: AIR 1989 SC 1582.

[124]6th edn., p. 263

[125] Quoted in: AK Roy Vs. State of Punjab: AIR 1986 SC 2160; TV Usman Vs. Food Inspector Tellicherry Municipality: AIR 1994 SC 1818.

[126] President Pudupariyaram Ser. Coop Society Vs. Rugmani Amma: ILR 1996-1Ker 674

[127] AKRoy vs. State of Punjab: AIR 1986 SC 2160; Marathwada University v. Seshrao Balwant Rao Chavan: 1989 (3) SCC 132 ; Sahni Silk Mills (P) Ltd., v. Employees’ State Insurance Corp.: 1994 (5) SCC 346

[128] VB Rangaraj Vs. VB Gopalakrishnan: (1992) 1 SCC 160; Vodafone International Holdings Vs. Union of India: (2012) 6 SCC 613; World Phone India Vs. WPI Group Inc.: (2013) SCC OnLine Del 1098.

[129] AIR 1956 SC 285

[130] See: Shamrao Madhavrao Bodhankar Vs. Suresh Shamrao Bodhankar: 1986-2 BCR 650

[131]  See: P Ramiah Vs. Chief Secretary to the Government of Madras: AIR 1950 Mad 100.

[132]  In Cooperative Societies Act of various States provides for disciplinary action by Sub-committees.

[133]  Marathwada University Vs. Seshrao Balwant Rao Chavan: AIR 1989 SC 1582.

[134]  AIR 1967 SC 295

[135]  1995-1 Mad LJ 610

[136]  See also: Union of India Vs. HC Goel: AIR 1984 SC 364.

[137]  AIR 1954 Cal 193

[138]56 Cal WN 730

[139]AIR 1968 SC 850: Followed See: Fowler (John) & Co. v. Duncan: (1941 Ch. 450.

[140]  Roopchand v. State of Punjab. AIR 1963 SC 1603. Rajah Velugoti Venkata Vs. The State of Andhra : AIR 1958 AP 522

[141]  Vol. I, 4th Ed., para 32

[142]  Quoted in Marathwada University Vs. Seshrao Balwant Rao Chavan:  AIR 1989 SC 1582

[143]  See Notes just below.

[144]1985 (4) SCC 417

[145] Quoted in: Indra Preet Singh Kahlon Vs State of Punjab:2006-11 SCC 356; State of U P Vs. Pawan Kumar Singh: 2009-3 ADJ 166. Also see: Pati Tripathi Vs. The Board of HS & Intermediate Edn.:  AIR 1973 All 1.

[146]  1980-1 Kant LJ 298

[147]  See: Shyam Narain Shukla Vs. State of UP: 1995-25 All LR 100; 1995-1 LBESR 174; Commissioners for the Portof Calcutta Vs. Asit Ranjan Majumder: AIR 1962 Cal 530; Balaka Co-Operative  Vs. Shri Shibdas Raha: AIR 1992 Cal 122.

[148]  Guru Nanak University Vs. IqbalKaur Sandhu: AIR  1976 P & H 69.

[149]  Kurukshetra University Vs. Vinod Kumar: AIR 1977 P & H 21; State of Haryana Vs. Ram Chander: 1976 P & H 381; Sarup Singh Vs. State of Punjab: 1990-1 LLJ 285. Board of H. School and Intermediate Edn Vs. Ghanshyam Das Gupta: AIR 1962 SC 1110 (Local Government Board Vs. Alridge, 1915 AC 120 referred to); Ramesh Kapur Vs. Punjab University, AIR 1965 Punj 120; TriambakPatiTripathi Vs. The Board of H S and Intermediate Edn.:  AIR 1973 All 1; Bansi Lal Gera Vs. University Of Delhi: 1968-4 DLT 353; University of Madras v. Nagalingam : AIR 1965 Mad 107. See as to statutory Tribunal: Annamalai Vs. R. Doraiswamy Mudaliar: 1982 ACJ 371. Sasidharan Vs. State of Kerala: 1980 KerLT  671.

[150] Ramesh Kapur Vs. Punjab University:  AIR 1965 Punj 120; Rakesh Kumar Vs. J And K State Board of School Education: AIR 1992 J&K 22.

[151] Maharashtra State Board of Secondary and HS Edn. Vs. K S Gandhi: 1991 AIR-SCW 879; Ghazanfar Rashid v. Board, H.S. and I. Edn., U.P, AIR 1970 All 209

[152] AIR 1977 Pj&Hr 21

[153] AIR  1976 P & H 69.

[154]  Enderby Town Football Club Ltd. Vs. Football Association Ltd. (1971 Chancery Div. 591)

[155]  Quoted in J K Aggarwal Vs. Haryana Seeds Development Corporation:  AIR 1991 SC 1221.

[156]UshaUdyog Vs. Customs, Excise and Gold: 2000-86 DLT 667: 2000-71 ECC 416; Mohan LalSaraf Vs. Chairperson, Debts Recovery: 2013-2 ADJ 497, 2013-3 All LJ 99

[157]Satya Nidhan Banerji Vs. Mdhazabbur Ali Khan: AIR  1932 All 47; Gadagotlu Sitaramaiah Vs. Collector Of Central Excise Hyderabad: AIR 1960 AP 294; Iddesh Tours And Travels Vs. Comr of Service Tax Mumbai: 2019-367 ELT 235

[158] Vijay Prakash D. Mehta Vs. Collector of Customs:  AIR 1988 SC 2010; Unicipal Committee Hoshiarpur Vs. Punjab State Electricity Board: AIR  2011 SC  209; Tecnimont Pvt Ltd Vs. State of Punjab: 2019-12 SCALE 562; Usha Udyog Vs. Customs, Excise and Gold: 2000-86 DLT 667: 2000-71 ECC 416; Shyam Kishore Vs. Municipal Corporation of Delhi: AIR  1991 Del  104.

[159] Usha Udyog Vs. Customs, Excise and Gold: 2000-86 DLT 667: 2000-71 ECC 416; Discharged Servicemens Assn. Vs. State of Kerala: 1999-2 KerLJ 1133: 2000-1 KerLT 281.

[160]NathamaniGounder Vs. State of Tamil Nudu: 1986-2 LLJ 423

[161]  Maharashtra State Board of Secondary and Higher Secondary Education Vs. K S Gandhi: 1991 AIR-SCW 879.

[162]  Halsbury’s Laws of England; Third Edition, page 307. Quoted in: V S RamaswamyIyer Vs. Brahmayya and Company Official Liquidators Hanuman Bank: 1966-36 Comp. Cases 270, 1966-1 Mad LJ 234.

[163]  Forty-First Edition, Page 374. Quoted in: V S RamaswamyIyerVs. Brahmayya and Company Official Liquidators Hanuman Bank: 1966 36 comp. Cases270, 1966-1 Mad LJ 234.

[164] Baby Mathew Vs. Agricultural Income Tax Officer:1994-207 ITR 967: 1996-131 CTR 214: 1994 (1) KLT 786.

[165]  [1990] 79 STC 315 (P & H); ILR1991- 2 (P&H) 218

[166]  Vidyodaya Trust Vs. Mohan Prasad: AIR 2008 SC 1633.

[167]  AzizorRahmanChoudhury Vs. AhidennessaChoudhurani: AIR 1928 Cal. 225

[168]  AIR 2015 SC 1072

[169]  (2005) 8 SCC 89

[170]  (2009) 10 SCC 48

[171]  (2010) 3 SCC 330

[172]  (2007) 5 SCC 108

[173] See: P. Murthy Vs. Sri Venkateswara Steels: LAWS (MAD) 2016-3-167.

[174]  (2013) 2  Bank   Case  133: 2012 (5) CTC 203. Relied on in HakkimuddinTaherbhaiShakor Vs. State of Gujarat: 2017 CrLJ 3143.

[175]  NarayandasShreeramSomaniVs.Sangli Bank Ltd. AIR 1966 SC 170; See also: Seth Mohan Lal   Vs. Grain Chambers,  Muzaffarnagar: AIR 1968 SC 772;    Shackleton on the Law and Practice of meetings, 7th edition (1983), Page 230

[176]  BijiPothen Vs. Thankamma John: 2012(3) Ker LT 658.

[177]  See: BijiPothen Vs. Thankamma John: 2012(3) Ker LT 658; See also:  Arti Devi Vs. Central Information Commissioner: 2012-10-ADJ 491.

[178]AIR 1981 SC 2128.

[179]  AIR 1922 Bom 122.

[180]  Scott on Trusts Vol. II Sec. 170. The leading case on the subject is KenchVs. Gandford (1726) (White and Tudor: Leading Cases in Equity: page 693) referred to in Arjan Singh Vs. Deputy Mal: ILR 1982- 1 Del 11.

[181]  See: B D Wadhwa Vs. HardayalDevgun: ILR 1973-2 Del  678.

[182]  See: Kishore Joo Vs. GumanBehariJooDeo: AIR  1978 All 1.

[183]  Bonnerji Vs. Sitanath: 49 IA 46: referred to in Arjan Singh Vs. Deputy Mal Jain: ILR 1982- 1 Del 11.

[184]  AIR 1974 SC 1084

[185]  See also: HEH The Nizams Pilgrimage Vs. Commr. of IT, AP:  AIR 2000 SC 1802;      Kishore JooVs. GumanBehariJooDeo: AIR 1978 All 1.   Shivramdas Vs. B V Nerukar: AIR 1937 Bom 374,      Rambabu Vs. Committee of Rameshwar: (1899) 1 Bom LR 667; NathiriMenon Vs. Gopalan Nair, AIR 1916 Mad 692. Bonnerji Vs. Sitanath: 49 IA 46: referred to in Arjan Singh Vs. Deputy Mal Jain: ILR 1982- 1 Del 11; Sk. Abdul Kayum Vs. MullaAlibhai : AIR 1963 SC 309.

[186]  Bonnerji Vs. Sitanath: 49 IA 46: referred to in Arjan Singh Vs. Deputy Mal Jain: ILR 1982- 1 Del 11.

[187]  BalramChunnilalVs. DurgalalShivnarain: AIR1968 MP 81.

[188]  Attorney General Vs. Exetor Mayor: (1822) 37 ER 918; Anyasayya Vs. Muthamma: AIR 1919 Mad 943; HariharabrahmanVs. Janakiramiah: AIR 1955 Andhra 18.

[189]  AIR 1967 SC 781

[190]  2010-11 SCC 374: AIR 2010 SCW 5742

[191] 2009-5 BCR 776

[192]  AIR 1940 Mad 902.

[193] (2011) 13 SCC 774

[194]  Madras Gymkhana Club Vs. KC Sukumar: 2010-1 CTC 199.

[195]  A. Venkatasubbiah Naidu Vs. S. Chellappan: 2000 (7) SCC 695: AIR 2000 SC 3032; Superintending Engineer Periyar Electricity Distribution Circle Erode Vs. Pavathal: 2002-2 CTC 544; 2002-1 Mad LJ 515. G. BalaSubrahmanyam Vs. Bar Council of AP: 2014 (2) ALD 101; 2014 (1) ALT 264; AP AryaVysyaMahasabha  Vs. MutyapuSudershan: 2015 (5) ALD 1: 2015 (6) ALT 227; UmeshShivappaAmbi Vs. AngadiShekaraBasappa: (1998) 4 SCC 529: AIR 1999 SC 1566; Avtar Singh Hit Vs. Delhi Sikh Gurdwara Management Committee (2006) 8 SCC 487; Harnek Singh Vs. Charanjit Singh: AIR  2006 SC 52; Supreme Court Bar Association Vs. B.D. Kaushik: (2011) 13 SCC 774; NP Ponnuswami Vs. Returning Officer1952 SCR 218 : AIR 1952 SC 64.

[196]  UjjalTalukdarVs. Netai Chand Koley: AIR 1969 Cal 224. RashmiBalaSaxena Vs. Jiwaji University Gwalior: AIR  1989 MP 181

[197]  Supreme Court Bar Association Vs. BD Kaushik: (2011) 13 SCC 774

[198]  G. BalaSubrahmanyam Vs. Bar Council of AP: 2014 (2) ALD 101; 2014 (1) ALT 264; AP AryaVysyaMahasabha  Vs. MutyapuSudershan: 2015 (5) ALD 1: 2015 (6) ALT 227.

[199]  AIR 1963 SC 1144.             

[200]  See also: Capt. DK Giri Vs. Secunderabad Club: AIR 2018 AP 48; M. Sekar Vs. The Tamil Nadu State Council of the CPI: 2015-7 MLJ 689.

[201]  Board of Control for Cricket Vs. Cricket Asson. of Bihar: AIR  2015 SC 3194; D. Dwarakanantha Reddy Vs. ChaitnyaBharathi Educational Society : AIR 2007 SC 1794

[202]  Committee of Management Vs. Commissioner, Kanpur Region: 2008 -1 AWC 695; 2008 -1 ADJ 706; 2008-70 All LR 368.

[203]  In MriganMaity Vs. DaridraBandhabBhandar, 2011-4 Cal LT 226, it is observed that though only a few members of the society  have shown any interest in matters pertaining to the society for 36 years or so, it might  still not be presumed that the society was defunct that would warrant dissolution under the So. Rgn. Act.

[204]  Assam, Orissa, Punjab, Haryana, Delhi, Andhra Pradesh, Himachal Pradesh, Uttar Pradesh, Gujarat, Nagaland, Pondicherry, etc. Maharashtra Amendment to Societies Registration Act, 1860 (Sub Sec. 5 of Sec.  3A) lays down that a society which fails to get its certificate of registration renewed in accordance with this section with one year from the expiration of the period for which the certificate was operative shall become an unregistered society.

[205]  Karnataka, MP, Rajasthan, West Bengal, Travancore-Cochin, etc.

[206]  AIR 2007 SC 1337. Board of Control for Cricket in India Vs. Netaji Cricket Club [(2005) 4 SCC 741: AIR 2005 SC 592] referred to in this decision.

[207]  AIR 1991 SC 413

[208]  2009-3-RCR(CIVIL) 133

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Read in this cluster (Click on the topic):

Civil Suits: Procedure & Principles

• Relevant provisions of Kerala Land Reforms Act (on Purchase Certificate,  Plantation-Exemption & Ceiling Area) in a Nutshell
• Kerala Land Reforms Act – Provisions on Plantation-Tenancy and Land-Tenancy
• Civil Rights and Jurisdiction of Civil Courts
• Production of Documents in Court: Order 11, Rule 14 CPC is not independent from Rule 12
• Best Evidence Rule in Indian Law
• Pleadings Should be Specific; Why?
• Order II, Rule 2 CPC – Not to Vex Defendants Twice for the Same Cause of Action
• Modes of Proof of Documents
• EFFECT OF MARKING DOCUMENTS WITHOUT OBJECTION
• PRODUCTION, ADMISSIBILITY & PROOF OF DOCUMENTS
• Does Alternate Remedy Bar Civil Suits and Writ Petitions?
• Void, Voidable, Ab Initio Void, Order Without Jurisdiction and Sham Transactions
• Res Judicata and Constructive Res Judicata
• When ‘Possession Follows Title’; When ‘Title Follows Possession’?
• Adverse Possession: Burden to Plead Sabotaged in Nazir Mohamed v. J. Kamala
• Can Courts Award Interest on Equitable Grounds?
• Notary Attested Power-of-Attorney is Sufficient for Registration of a Deed
• Sec. 91 CPC and Suits Against Wrongful Acts
• The Law and Principles of Mandatory Injunction
• Declaration and Injunction
• Natural Justice – Not an Unruly Horse, Cannot be Placed in a Straight-Jacket & Not a Judicial Cure-all.
• Unstamped & Unregistered Documents and Collateral Purpose
• Interrogatories: When Court Allows, When Rejects?
• Can a Party to Suit Examine Opposite Party, as of Right?
• Is Permission of Court Mandatory when a Power of Attorney Holder Files Suit
• Adverse Possession: An Evolving Concept

Evidence Act

• EFFECT OF MARKING DOCUMENTS WITHOUT OBJECTION
• Sec. 65B Evidence Act Simplified
• Oral Evidence on Contents of Document, Irrelevant
• ‘STATEMENTS’ alone can be proved by ‘CERTIFICATE’ under Sec. 65B Evidence Act.
• OBJECTIONS TO ADMISSIBILITY & PROOF OF DOCUMENTS
• Sections 65A & 65B, Evidence Act and Arjun Panditrao: in Nutshell
• Sec. 65B, Evidence Act: Arjun Paditrao Criticised.
• Expert Evidence and Appreciation of Evidence
• How to Contradict a Witness under Sec. 145, Evidence Act
• Rules on Burden of proof and Adverse Inference
• Presumptions on Documents and Truth of its Contents
• Best Evidence Rule in Indian Law
• Sec. 65B,  Evidence Act: Certificate for Computer Output
• Notary-Attested Documents: Presumption, Rebuttable
• Significance of Scientific Evidence in Judicial Process
• Certificate is Required Only for ‘Computer Output’; Not for ‘Electronic Records’: Arjun Panditrao Explored.
• Presumptions on Registered Documents & Collateral Purpose
• Substantive Documents, and Documents used for Refreshing Memory and Contradicting Witnesses
• Polygraphy, Narco Analysis and Brain Mapping Tests in Criminal Investigation

Constitution

• Mullaperiyar Dam: Disputes and Adjudication of Legal Issues
• Why No Reservation to Muslim and Christian SCs/STs (Dalits)? What are the Counter Arguments?
• Sabarimala Review Petitions & Reference to 9-Judge Bench
• Secularism and Art. 25 & 26 of the Indian Constitution
• Judicial & Legislative Activism in India: Principles and Instances
• Maratha Backward Community Reservation Case: Supreme Court Fixed Upper Limit at 50%.
• Separation Of Powers: Who Wins the Race – Legislature, Executive or Judiciary ?
• ‘Is Ban on Muslim Women to Enter Mosques, Unconstitutional’ Stands Tagged-on with Sabarimala Revision-Reference Matter
• Is Excommunication of Parsi Women for Marrying Outside, Unconstitutional
• Article 370: Is There Little Chance for Supreme Court Interference
• M. Siddiq Vs. Mahant Suresh Das –Pragmatic Verdict on Ayodhya Disputes
• Kesavananda Bharati Case: Effect and Outcome – Never Ending Controversy
• CAA Challenge: Divergent Views
• Secularism & Freedom of Religion in Indian Panorama
• Can Legislature Overpower Court Decisions by an Enactment?

Contract Act

• ‘Sound-mind’ and ‘Unsound-Mind’ in Indian Contract Act and other Civil Laws
• Forfeiture of Earnest Money and Reasonable Compensation
• Who has to fix Damages in Tort and Contract?

Easement

• What is Easement? Does Right of Easement Allow to ‘Enjoy’ After Making a Construction?
• What is “period ending within two years next before the institution of the suit” in Easement by Prescription?
• Is the Basis of Every Easement, Theoretically, a Grant
• Extent of Easement (Width of Way) in Easement of Necessity, Quasi Easement and Implied Grant
• Village Pathways and Right to Bury are not Easements.
• Custom & Customary Easements in Indian Law
• ‘Additional Burden Loses Lateral Support’ – Incorrect Proposition

Club/Society

• State-Interference in Affairs of Societies & Clubs
• Election & Challenge in Societies and Clubs
• Rights & Liabilities of Members of Clubs and Societies
• Suits By or Against Societies, Clubs and Companies
• How to Sue Societies, Clubs and Companies
• Court’s Jurisdiction to Interfere in the Internal Affairs of a Club or Society
• Vesting of Property in Societies and Clubs
• Legal Personality of Trustees and Office Bearers of Societies
• Incidents of Trust in Clubs and Societies.
• Management of Societies and Clubs, And Powers of General Body and Governing Body
• Court Interference in Election Process
• Clubs and Societies, Bye Laws Fundamental
• Juristic Personality of Societies and Clubs
• Societies and Branches
• Effect of Registration of Societies and Incorporation of Clubs
• Clubs and Societies: General Features

Trusts/Religion

• Philosophy of Idol Worship
• Vesting of Property in Public Trusts
• Dedication of Property in Public Trusts
• Is an Idol a Perpetual Minor?
• Legal Personality of Temples, Gurudwaras, Churches and Mosques
• Public & Private Trusts in India.
• What is Trust in Indian Law?
• Incidents of Trust in Clubs and Societies
• Vesting of Property in Trusts
• Indian Law of Trusts Does Not Accept Salmond, as to Dual Ownership
• M. Siddiq Vs. Mahant Suresh Das –Pragmatic Verdict on Ayodhya Disputes
• Sabarimala Review Petitions & Reference to 9-Judge Bench
• Secularism and Art. 25 & 26 of the Indian Constitution
• Secularism & Freedom of Religion in Indian Panorama
• ‘Is Ban on Muslim Women to Enter Mosques, Unconstitutional’ Stands Tagged-on with Sabarimala Revision-Reference Matter
• Is Excommunication of Parsi Women for Marrying Outside, Unconstitutional.