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Judgment
Arun Tandon, J.—Heard Sri R.K. Jain, learned Senior Advocate assisted by Sri Rahul Jain, learned Counsel for the Petitioners, Sri K.S. Shukla, learned Counsel for Respondent No. 2 and learned Standing Counsel for the State-Respondent.
Petitioners before this Court claim to be the office bearers of the society duly registered under the Societies Registration Act, 1860 in the name and style of "Sri Vimal Nath Digambar Jain, Teerth Kshetra Committee, Kampil, U.P. District Farrukhabad". Petitioners seek quashing of the order of the Deputy Registrar, Firms, Societies and Chits, Kanpur Division, Kanpur dated 29th June, 2010 wherein the objections raised qua registration of the amended bye-laws of the society submitted before the Deputy Registrar u/s 4-A of the Societies Registration Act have been rejected.
It is not necessary for this Court to enter into the details leading to this writ petition in detail. Suffice is to record that the matter had travelled upto this Court earlier in Civil Misc. Writ Petition No. 69091 of 2009. The order earlier passed by the Deputy Registrar, Firms, Societies and Chits accepting the amended bye-laws dated 7th December, 2009 was set aside by this Court on a petition earlier filed by the present Petitioners on the ground that the order has been passed in violation of principles of natural justice. Accordingly, the Deputy Registrar, Firms, Societies and Chits was directed to take a fresh decision after affording opportunity of hearing to the parties concerned.
The facts in short noticed in the impugned order are as follows:
The dispute with regard to the office of the President of the society culminating in an order dated 11th December, 2008 wherein the list submitted by Sri Sattish Chandra Jain as Secretary was approved. Sri Dev Rishi Jain, Petitioner No. 2 before this Court filed writ petition No. 25912 of 2009. The writ petition was allowed by this Court vide order dated 21st may, 2009 and the matter was referred to the Prescribed Authority u/s 25(1) of the Societies Registration Act. The Prescribed Authority vide order dated 11th November, 2009 held that decision to remove the President from the office and the subsequent elections held thereafter were illegal, this decision was in favour of the Petitioner No. 2. Against the said order, Sant Kumar Jain and Satish Chandra Jain filed Writ Petition No. 63730 of 2009 before this Court wherein an interim stay order has been granted on 24th November, 2009. As a consequence thereto the earlier office bearers of the society continue in office.
The bye-laws of the society were amended under resolution dated 27th October, 2007 and the amendments were communicated vide letter dated 29th November, 2007. The Deputy Registrar passed an order disapproving the amendments made in the registered bye-laws of the society vide order dated 7th December, 2009. This order was challenged before this Court by means of Civil Misc. Writ Petition No. 69091 of 2009 by Sant Kumar Jain and Satish Chandra Jain. The writ petition was allowed vide order dated 23rd December, 2009 and the Deputy Registrar was directed to pass a fresh order in accordance with law, after affording opportunity of hearing to the parties concerned.
In pursuance to the directions issued by this Court, the Deputy Registrar has passed the order impugned. Me has held that the amendments made in the registered bye-laws of the society are not required to be registered under the Societies Registration Act, in view of the judgment of the High Court in Writ Petition No. 15933 of 2009 (Sugar Technologist Association of India, Kanpur v. State of U.P. and Ors.), decided on 7th April, 2009, wherein after noticing the requirement of Section 12A of the Societies Registration Act, it has been held that only information of the amendments is required to be sent under the Societies Registration Act and no registration of the amendments in the rules and regulations of a society is required. Even otherwise, the Deputy Registrar has recorded that the amendments have been approved by the general body and in support thereof, affidavits of 27 members of the general body have been brought on record. Hence this writ petition.
Findings recorded by the Deputy Registrar are being challenged on the ground that information of the amended bye-laws u/s 12-A of the Societies Registration Act is not an empty formality and it is the duty of the Deputy Registrar to register the bye-laws after receiving the information, unless the registration is done, the bye-laws remain a paper transaction.
On merits it is contended on behalf of the Petitioner that voluminous evidence was brought on record by the Petitioner for disputing the correctness of the resolution wherein bye-laws of the society are stated to have been amended, reference has been made to Annexure-28-A to the present writ petition. It is, therefore, submitted that for non-consideration of the case pleaded by the Petitioner, the impugned order passed by the Deputy Registrar cannot be legally sustained.
1 have considered the submissions made by the learned Counsel for the parties and have examined the records of the present writ petition as well as Sections 4(2), 12-A, 12-13 and 12-C of the Societies Registration Act as applicable in the State of Uttar Pradesh.
For ready reference, Sections 4(2), 12-A, 12-B and 12-C of the Societies Registration Act are being quoted herein below:
Annual List of managing body to be filled.:
(2) Together with list mentioned in Sub-section (1) there shall be sent to the Registrar a copy of the memorandum of association including any alteration, extension or abridgement of purposes made u/s 12, and of the rules of the society corrected up to date and certified by not less than three of the members of the said governing body to be correct copy and also a copy of the balance-sheet for the proceeding year of account.
12-A. Change of name.: Any society registered under this Act may, with the consent of less than two-thirds of the total number of its members, and with the previous approval of the Registrar in writing change its name by resolution passed as a general meeting convened for the purpose .
12-B. Notice of change of name or objects.: (1) Notice in writing of every change of objects made u/s 12 of name made u/s 12-A signed by the secretary and any three members of the society shall be sent to the Registrar.
(2) Where the Registrar is satisfied that the previsions of this Act in respect of objects or name of society and in respect of change of objects or of name, as the case may be, have been complied with, he may subject to the provisions of Section 12-C register the change of name which shall have effect from the date of such registration.
12-C. Effect of change of name or objects.: The change in the objects or name of a society shall not affect any rights or obligations of the society, nor render defective any legal proceedings by or against the society, and any legal proceeding which might have been continued or commenced by or against it by its former name may be continued or commenced by or against by its new name.
It will be seen that Section 12-A provides for the change in the name of the registered society. Section 12B provides for the change in the name or objects. Section 12-B (2) clarifies that the change in the name shall take affect from the date of such registration. Section 12-C further clarifies that any proceedings already initiated shall be continued under the new name.
The amendments in the registered bye-laws of the society except for the change in the name do not require any registration by the Registrar.
Section 4(2) only requires intimation of the amendments in the bye-laws of the society as corrected up to date and certified by not less than three of the members of the said governing body to the Registrar. Amendments in the bye-laws of the society do not require any registration. It is, therefore, apparently clear from the reading of the aforesaid provisions, so far as the amendments in the registered bye-laws of the society are concerned, the same take effect on the intimation of the amendments carried out in the rules of the society.
Rule-5 of the Uttar Pradesh Societies Registration Rules, 1976 provides for the procedure of filing of the documents. Rule-17 provides that documents received from a society under the provisions of the Act or these Rules, shall be tiled along with original papers, if any, of that society and necessary entries shall be made in the register in Form-1. Rules also do not contemplate any registration of the amended bye-laws.
Therefore, if the procedure for submission of the documents as required under Rule 5 has been followed in respect of amendments made in the bye-laws, the same takes effect immediately.
This Court, therefore, holds that the Deputy Registrar is legally justified in recording a finding that the amendments made in the bye-laws of the society are not required to be registered by the Deputy Registrar. Only information in respect of such amendments is to be forwarded in the manner prescribed, if such formality has been completed, no further action is necessary. If any person disputes the resolution passed for the said purpose, he has the remedy to file a civil suit.
I am also of the considered opinion that in the facts of the present case there were 27 affidavits of members of the general body, wherein it was categorically stated that the amendments in the registered bye-laws of the society have been made.
Although there is some substance in contention of the Petitioner that in the impugned order the Deputy Registrar has held that present Petitioner had not lead any evidence for disputing the correctness of the averments, which is false, inasmuch as a reply containing as many as 54 pages was submitted supported by material evidence to establish that no such resolution for amendments in the bye-laws of the society was passed, which aspect of the mater has not been considered by the Deputy Registrar.
Yet I am of the considered opinion that the pure issues of facts are involved in respect of amendments of bye-laws of a private society, which would regulate the mode and manner of conduct of its business. Such private disputes can be more appropriately examined in civil suit to be filed for the purpose, wherein evidence can be led, and it can be demonstrated as to whether any such resolution had been passed by the competent body or not.
It may be recorded that the office bearers, who had effected the amendments are in effective control, under an interim order of this Court, and therefore, are the lawful office bearers of the society as on date.
At this stage, Sri R.K. Jain, learned Senior Advocate on behalf of the Petitioner has informed the Court that Petitioner has already filed a suit being Original Suit No. 405 of 2009 challenging the amendments, which were made in the bye-laws and the said suit has been dismissed by the trial Court on 14th October, 2009 for want of jurisdiction.
I am of the considered opinion that whatever may be the reasons for dismissing the suit, the same is not under challenge before this Court. The proceedings before the Deputy Registrar are summary in nature, and are always subject to the orders to be passed in a civil suit brought before the Competent Court of Law. This issue is left at this stage with liberty to the Petitioner to seek his remedy against the order dismissing his suit as not maintainable, or to file a fresh suit before the Competent Court as may be permissible under law.
The present writ petition is dismissed subject to the observations made above.