Sh. Mukesh Bhatt & Others vs Central Registrar (Cooperative ...
2010 Latest Caselaw 3067 Del

 *           IN THE HIGH COURT OF DELHI AT NEW DELHI

 +                     W.P.(C) No.1963/2010


                                       Reserved on: 4th June, 2010
                                       Pronounced on: 2nd July, 2010

 SH. MUKESH BHATT & OTHERS                         ...... Petitioners

                            Through:   Mr. A. K. Singh, Advocate with
                                       Mr. Tauseef Akhtar, Advocate.

                            VERSUS

 CENTRAL REGISTRAR (COOPERATIVE SOCIETIES)
 & OTHERS                               ....Respondents

Through: Mr. A.S. Chandhiok, ASG with Mr. B.V. Niren, Advocate and Mr. Bhagat Singh, Advocate for respondent Nos.1, 6 and 8.

Ms. Monika Garg, Advocate for the respondent No.2.

Mr. Sunil Gupta, Senior Advocate with Mr. Tanmay Agarwal, Advocate and Mr. Gaurav Agarwal, Advocate for the respondent Nos. 3 to 5.

Dr. A.M. Singhvi, Senior Advocate with Mr. Ankur Mody, Advocate, Mr. Rook Ray, Advocate and Mr. Aneesh Pathak, Advocate for the respondent No.7.

Mr. Sidharth Singla, Advocate for the Intervener.

Mr. R.K. Kapoor, Advocate for the Intervener.

CORAM:

HON'BLE MR. JUSTICE SANJAY KISHAN KAUL HON'BLE MR. JUSTICE VALMIKI J.MEHTA

1. Whether the Reporters of local papers may be allowed to see the judgment?

2. To be referred to the Reporter or not?

3. Whether the judgment should be reported in the Digest?

 %                                     JUDGMENT

 VALMIKI J. MEHTA, J

1. The Cooperative Store Limited, commonly identified as Super

Bazar, (hereinafter referred to as the „cooperative society‟) was registered

under the Multi-Unit Cooperative Societies Act, 1942. The UOI (through

Ministry of Consumer Affairs) respondent No.8 in the present petition has a

72% holding in the cooperative society. On account of the cooperative society

running into huge losses running into hundreds of crores of rupees, the same

was ordered to be liquidated vide an order dated 5.7.02 passed by the Central

Registrar acting under the extant Multi-State Cooperative Societies Act, 2002

(hereinafter referred to as the „said Act‟). On a petition being filed before the

Supreme Court by the employees union, the Supreme Court passed various

orders for revival of the cooperative society, the principal object of revival

being to ensure that the workers do not lose their jobs.

2. The main petitions in the Supreme Court were S.L.P. (C) Nos.

8398-99/05. Various orders came to be passed from time to time by the

Supreme Court and a reference at this stage can be made to some of these

orders and the important observations therein. Vide order dated 28.2.06, the

Supreme Court noted that there was a need for professional management for

Super Bazar. Thereafter, on 5.5.06, the Supreme Court directed that a scheme

be framed by a committee so that bidders can make bids for taking over the

cooperative society. Guidelines were also laid down for evaluation of the bids.

The first important order thereafter is the order dated 26.7.06, wherein, the

Supreme Court noted that a solution will have to be found, considering that the

said Act was applicable, so that the bidders can bring in funds towards the

share capital and they should be given sufficient control of the management of

the society. It was further noted that such a bidder who is ultimately selected

to infuse funds should enjoy a legal status within the scheme of the Act. It was

noted that to achieve the aforesaid object, it may be necessary to amend the

Bye Laws or get issued appropriate directions by the Central Registrar

functioning under the Act.

3. The next important order thereafter is the order dated 12.12.06 in

which the Supreme Court noted that M/s Reliance Industries showed its

disinclination to be a part of the revival process of the cooperative society by

making of the bid inasmuch as under the said Act there was a restriction of a

maximum holding of 20% of the shares which would not give effective control

and management to the Reliance Industries. It was therefore submitted on

behalf of M/s. Reliance Industries that unless appropriate amendments were

made in the Act, Rules and the Bye Laws it would not be possible for Reliance

Industries to invest in the cooperative society. The Supreme Court directed the

counsel for the UOI to seek instructions whether the Act and the Rules can be

suitably amended to cover such exceptional situations.

Thereafter, various orders were passed and which considered the

bids which were submitted by the different bidders. Some bids were thereafter

withdrawn. The bid which was finally accepted was/is of M/s. Writers &

Publishers Ltd., respondent No.7 herein. This is noted by the Supreme Court in

its order dated 12.2.08.

4. In the next set of orders, the first important order is the order dated

7.5.08 in which the Supreme Court, inter alia, observed as under:

" One aspect needs to be clarified. Under the recommendations dated 3rd August, 2007 made by the Evaluation Committee, the successful bidder is required to get the by-laws of Super Bazar amended. That amendment can be made only by the Official Liquidator. However, it appears that as a result of the said amendment, the share capital of Super Bazar might have to be enhanced. Therefore, the highest bidder should undertake that in such eventuality, it will stand by the enhancement of the share capital and reconstitution of the new Boad of Super Bazar to be done in accordance with the provisions of Multi-State Cooperative Societies Act, 2002."

"At this stage, learned counsel appearing for NDMC submits that apart from vacant office premises, the remaining area is in occupation of Super Bazar under a lease. Learned counsel submits that the lease rent also needs to be revised if a private company is going to take over the business. We do not find merit in this contention for two reasons. Firstly, the lessor of the property is

UOI. As stated above, UOI has waived Rs.114 Crores liability. It is the case of the UOI that they want Super Bazar to be revived. Revival of the Super Bazar is the predominant object of this exercise. In the circumstance, we make it clear that in respect of the premises other than the vacant office premises, NDMC will not enforce the eviction notices/orders on the ground of rent being revised because they would be entitled to revision only in accordance with the lease and nothing beyond that. We also make it clear that this order is being passed under Article 142 of the Constitution in order to do complete justice between the parties and, particularly, keeping in mind the predominant object of this exercise, namely, revival of Super Bazar."

The aforesaid observations of the Supreme Court made two things

very clear. Firstly, the whole aim and object of the exercise was the revival of

the Super Bazaar, meaning thereby nothing should obstruct the revival of the

Super Bazar. The second aspect is that the orders were passed by the Supreme

Court under its plenary power under Article 142 of Constitution of India to do

complete justice keeping in mind the predominant object of revival of the

Super Bazaar.

The next order of the Supreme Court dated 26.2.09 notes that M/s

Writers & Publishers Ltd., respondent No.7 are the only bidders in the field

whose name has been recommended by the Evaluation Committee. The

Supreme Court, therefore pending the revival of the cooperative society,

directed the suspension of the winding up order dated 5.7.02 clarifying that on

coming into force of the revival scheme the same will substitute the order of

winding up.

5. The Union of India (UOI) vide its letter dated 9.7.09 appointed

Administrators of the cooperative society and which though is an appointment

in terms of Section 123 of the said Act. The action of the UOI was in

furtherance of the orders of the Supreme Court as referred to above. The

object of appointing the Administrators is to take over and discharge of all the

functions whatsoever of the cooperative society by the Administrator(s). The

term of these Administrators under Section 123 is originally for a period of six

months but the term can be extended for a further period of six more months.

The Act does not contemplate a term longer than a total period of one year for

the Administrators. The Supreme Court, therefore, stepped in and extended

the term of the Administrators in exercise of its powers under Article 142 of

Constitution of India from time to time, beyond the period of one year, and the

last order on this aspect extending the appointment of the Administrators is the

one dated 3.5.2010 and as per which order the term of the Administrators was

extended till 8.7.2010.

This order dated 3.5.2010 is also important for the reason that it

notes the stand of the UOI whereby the UOI states that it had the power to

permit the representatives of M/s. Writers & Publishers Ltd. to manage the

affairs of Super Bazar in public interest for implementation of the revival

scheme suggested by the Supreme Court. The Supreme Court, then, extended

the tenure of the Administrators exercising its powers under Article 142 of the

Constitution.

6. Pursuant to the various orders of the Supreme Court passed till

26.2.09, the Official Liquidator (respondent No.2 herein) sent a notice dated

26.5.2009 calling for a meeting of the Smaller Representative General Body

(SRGB) of the Cooperative Society. SRGB is a smaller body formed out of

the larger General Body of the cooperative society which consisted of

thousands of members. The role and duties of SRGB is provided for in the

Bye Laws of the cooperative society as also in the Rules passed by its board.

There are specific rules framed for the SRGB and which are known as the

"Subsidiary Rules for constituting a Smaller Representative General Body of

the Cooperative Store Limited New Delhi". A shareholder of the cooperative

society elected to the SRGB is called a „delegate‟. The delegate holds office

normally for a period of three years as per the SRGB rules.

7. After the Supreme Court passed its order dated 26.2.09 suspending

the winding up order and accepting the bid of M/s. Writers & Publishers Ltd.,

UOI issued its letter dated 23.4.09, and in which letter, UOI clarified to the

Official Liquidator that amendment to the Bye Laws for bringing in the highest

bidder M/s. Writers & Publishers Ltd. can only be made by the Official

Liquidator. Directions were therefore issued to the Official Liquidator under

Section 122 of the said Act to suitably amend the Bye Laws for enhancement

of the share capital and reconstitution of the new Board of Super Bazaar

keeping in mind the order of revival of the cooperative society passed by the

Supreme Court and also in accordance with the provisions of the said Act.

This letter of the UOI was issued to implement the orders passed by the

Supreme Court from time to time.

8. The Official Liquidator, however, instead of amending the Bye

Laws, himself sent a notice dated 26.5.2009 calling for a meeting of the SRGB

on 11.6.2009. The SRGB on 11.6.09 unanimously adopted the resolution for

amending the Bye Laws. These Bye Laws were then sent to the Central

Registrar under the said Act so that the amended Bye Laws are registered with

it. The Central Registrar, however, accepted some amendments and declined

some amendments. The Central Registrar also amended/reframed certain Bye

Laws on his own. This suo moto amendments to the Bye Laws by the Central

Registrar became the basic reason for the present litigation. The suo moto

amendments are to the Bye Laws numbered 6(ix), 8(e) (iv), 8(f) and 13(v) &

(vi). These bye-laws as approved by the SRGB and as amended and approved

by the Central Registrar read as under:-

Bye Law                    As by SRGB               As amended by the Central
                                                    Registrar (Amendments in
                                                    bold)





 6(ix)                       ......Notwithstanding               Notwithstanding       anything
                            anything contained in these     contained in these byelaws
                            byelaws      the    Associate   the Associate members will

members will have no right of have no right of vote at any vote at any General Body General Body Meeting and Meeting and will not be will not be eligible to be eligible to be elected on the elected on the Board.

                            Board.                          Further, they shall not
                                                            subscribe to the share
                                                            capital of the society.



8(e)(iv)                    Has subscribed the full value Has subscribed the full value
                            of twenty lakh shares.              of    Ten(10)      lakh
                                                                shares.

8(f)                        ......has subscribed the full Deleted.
                            value of 5000 shares.

                            However     the    existing
                            members shall be exempted Deleted.
                            to subscribe to additional
                            shares.

13(v)                       Class       or       classes/ Class       or       classes/
                            persons/association        of persons/association        of

persons-Twenty lakh shares. persons-Ten(10) lakh shares.

13(vi)                      Associate     Members-5000 Deleted.
                            shares

9. The present writ petition has been filed by the three petitioners who

claim to be members of the SRGB. The following reliefs have been prayed for

in the writ petition:

"a. Quashing the amendments/alteration/deletions/ modifications made by the respondent no.1 in the Bye-Laws no.6(ix), 8(e), 8(f)(iii) and its proviso, 13(a)(v), 13(a)(vi), 13(b) & 40 vide order dated 07/07/2009;

b. Directing the respondent No.1 to adopt & register only the amendments made by the SRGB in the Bye-Laws of Super Bazar in its meeting dated 11.06.2009;

c. Declare the appointment of the respondent no.3 to 5 vide order dated 09/07/2009 issued by the Respondent No.6, as illegal, unjustified & void ab-initio;

d. To cancel enrolment of all the new members enrolled by the respondent no.3 to 5;

e. To declare the decision taken by respondent 3 to 5 thereby calling upon about 45000 the old existing members/share holders to subscribe 45 new additional shares each as mentioned in the Public Notice dated 19/01/2010 as null and void;"

10. The reliefs claimed have been formulated into four propositions

which have been argued by the counsel for the petitioners:

(i) The Central Registrar acting under the said Act cannot, on his own,

amend the Bye Laws, he could only refuse registration of the amendments

sought of certain Bye Laws and if he wanted an amendment in certain Bye

Laws, he could have only referred the matter back to the SRGB which was the

only body which could decide as to how the Bye Laws could be amended.

(ii) The appointment of the Administrators, respondent Nos.3 to 5

herein, is violative of the provisions of Sections 122 and 123 of the said Act

inasmuch as there are no directions of the Central Government which are

violated by the cooperative society/SRGB whereby the Administrators could

have been appointed.

(iii) Enrolment made of new members by the Administrators is illegal

because enrolment of members can only be done by the SRGB. The action of

the Administrators is said to be in violation of the decisions of the Supreme

Court reported as Joint Registrar of Cooperative Society Vs. T.A. Kuttapan

(2000) 6 SCC 127 and K Shantharaj Vs. ML Nagaraj AIR 1997 SC 2925.

(iv) The decision of the Administrators calling for existing members to

purchase 45 more shares of Rs.10 each, that is an additional infusing of an

amount of Rs.450/- per member, is illegal because the members are forced to

subscribe to an additional 45 shares and which would be applicable even to the

persons who had become members prior to this decision seeking fresh infusion

of Rs.450 from the existing members. It is contended that there cannot be

"retrospective" application of the amendment i.e. the amendment cannot apply

to the existing members and they cannot be forced to increase their share

capital from 5 shares of Rs.10/- each i.e. a share capital of more than Rs.50/-.

Of course, we may at this stage itself comment that we have failed

to understand what is the „retrospectivity‟ about seeking an additional minor

contribution of Rs 450/- from the existing members.

In sum and substance, the objection is that the existing members

should not be forced to contribute an additional amount of Rs.450/- per

member.

11. The counsel, appearing on behalf of the Administrators, respondent

Nos. 3 to 5 and also the successful bidders, M/s. Writers and Publishers Ltd.,

respondent No.7 have disputed the arguments and contentions as raised on

behalf of the petitioners. It has been contended that the Central Registrar

cannot be denuded of his power to suo moto amend the Bye Laws once they

are in accordance with the cooperative principles and in accordance with the

provisions of the said Act and the Rules made thereunder. It was contended

that the Central Registrar, in fact, has acted in furtherance of the orders of the

Supreme Court which were binding on him as the orders of the Supreme Court

were passed under Article 142 of the Constitution. It was also contended that

there is no grave prejudice caused to the petitioners because the suo moto

amendments which have been carried out are logical and are also in

furtherance of the existing Bye Laws of the cooperative society as also the

orders of the Supreme Court and the provisions of the said Act. It was further

argued that a dispute raised when an additional amount of just Rs.450/- is

asked from each member, the same is an issue of "much ado about nothing"

inasmuch as an amount of Rs.450/- as on today‟s date is such a miniscule

amount that any cavil should be rejected as one seeking to raise an

insignificant issue and it was urged that such arguments in fact shows the

malafides of the petitioners and that this Court ought not to interfere in

exercise of its jurisdiction under Article 226 of the Constitution of India.

Finally, it was argued that the appointment of the Administrators cannot be

challenged because the appointment of the Administrators is pursuant to the

wide powers existing under Section 123 and is not limited only to violation of

instructions issued under Section 122, and which is only one of the grounds for

appointment of Administrators. It is contended that in any case, once the

Supreme Court has passed orders specifically observing that the same have

been passed under Article 142, it is no longer open for the petitioners to claim

that the appointment of the Administrators is illegal inasmuch as the

appointment is in furtherance to the revival scheme of the cooperative society.

It is contended that anything and everything which was required to be done

was keeping in mind the predominant object of the revival of the cooperative

society is the sole test and guiding factor and the appointment of the

Administrators being in furtherance to the revival of the cooperative society,

no challenge can be laid to their appointment, especially because they are the

Administrators, who are the nominees of the successful bidder and as per the

orders of the Supreme Court it is the successful bidder who has to take charge,

control and be in effective management of the cooperative society.

12. Sh. A.S. Chandhiok, Learned ASG, appearing for the UOI, states

that the orders of the Supreme Court must be implemented. He also referred to

the fact that the Administrators were appointed pursuant to the letter dated

23.4.09 in furtherance to the orders of the Supreme Court and in terms of the

language of the order of the Supreme Court. So far as the issue of amendment

of the Bye Laws is concerned, it was contended that the suo moto amendment

of the Bye Laws was not correct and the Central Registrar ought not to have

amended certain Bye Laws on his own. It was also argued that the

amendments which were made by the SRGB were otherwise correct and that

they need not have been amended by the Central Registrar. It was finally

argued that the Official Liquidator continues to exercise the powers even after

the appointment of the Administrators.

13. The workers union have also been heard by us, though, we feel that

the workers union cannot have anything to say except that the revival scheme

must necessarily go through, because after all it is at the instance of the

workers that a revival scheme came in contemplation and operation with

respect to the cooperative society.

14. We are of the opinion that the writ petition must fail and none of

the reliefs as prayed for by the petitioners can be granted.

15. At the outset we must hold that we fail to understand as to how

three SRGB members can at all claim to represent the entire SRGB and only

the majority whereof could have disapproved the suo moto action of the

Central Registrar in amending the Bye Laws. The petitioners can at best seek

enforcement of their rights as SRGB members, however, they cannot extend

the scope of this writ petition as having been filed on behalf of the entire

SRGB.

Further, the most important, all pervading and all permeating fact is

that revival of the cooperative society has to be done and nothing should be

done which brings about obstructions in the revival of the cooperative society.

One aspect in the revival of the cooperative society is that the successful bidder

has to be in the management and control of the cooperative society and which is

the very basis of going ahead with the revival scheme as noted by the Supreme

Court in its orders dated 26.7.06 and 12.12.06. These orders specifically require

the successful bidder to be in sufficient control of the management of the

cooperative society and enjoy a legal status by duly amending the necessary

Bye Laws so that the objective of the successful bidder being in control and

management of the society is achieved. After all, why would a successful

bidder infuse huge funds of a few hundred crores unless the bidder has the

necessary control and management of the cooperative society. It may be noted

that the Supreme Court in its order dated 26.7.06 noted that it is for this very

reason that M/s. Reliance Industries had opted out of the process of revival of

the cooperative society. The Supreme Court, had, in fact, even contemplated

amending of the said Act and the Rules to deal with the exceptional situations

which were faced qua the cooperative society.

Further, we also feel that in terms of Section 123(3) of the said Act,

once Administrators take charge and control of the cooperative society, and

whose appointment has been approved by the Supreme Court in its different

orders by extending the term of the Administrators, except the Administrators

no one else can represent the interest of the cooperative society. It is necessary,

at this stage, to refer to the said Section 123(3) and which reads as under:

"123. Supersession of board of specified multi-State co- operative society.-

.....

(3) The administrator shall, subject to the control of the Central Government and to such instructions as it may from time to time give, have power to exercise all or any of the functions of the board or of any officer of the specified multi-state co- operative society and take all such actions as may be required in the interests of the society."

.....

The aforesaid provision makes it clear that the Administrators take

over not only the functions of the Board but also the functions of any of the

officer of the Multistate Cooperative Society i.e. including an SRGB member

and it is fully entitled to take all actions in the interest of the society. We may

also at this stage mention that the Administrators are functioning in order to

put the new Board in control of the cooperative society and which new Board

has to be of the successful bidder because the Supreme Court has made it more

than abundantly clear that the successful bidder will be in charge of the control

and management of the cooperative society. In fact, the Supreme Court in its

order dated 7.5.08, the relevant portion of which has been reproduced above,

specifically talks of the reconstitution of a new Board of Super Bazar.

Therefore, once the Administrators are in charge, at least as of today, then as

on today, except the Administrators no one else can represent the cooperative

society. There is no locus standi for the petitioners to claim to substitute the

Administrators who have been appointed for the cooperative society. In fact,

we are of the opinion that the Official Liquidator is bound to act as per the

directions of the Administrators because as held by the Supreme Court in its

orders, time and again, the revival of the Super Bazaar is the prime, utmost

important and main consideration and in which scheme of revival, it is the

successful bidder who takes charge of the control and management of the

cooperative society. The order of the Supreme Court extending the

appointments (and thereby making such appointments) of the Administrators is

much subsequent to the order requiring the amendments to be made by the

Official Liquidator and thus the later order will undoubtedly prevail giving

primacy to the Administrators‟ acts.

16. On the aspect that the Central Registrar having no power to suo

moto amend the Bye Laws, ordinarily we would have examined this aspect as

to whether the Central Registrar ought to amend the Bye Laws himself on the

basis of the cooperative principles or that he ought to refer back the same to

the cooperative society so that the same can be approved by the designated

body in the cooperative society, however, in the facts of the present case, we

feel that unless it is shown that the amendments in any manner violate the

predominant object, being the revival of the cooperative society, we do not feel

that in the facts of the present case, which are governed by the repeated orders

of the Supreme Court passed under Article 142 of the Constitution, we need to

go into the issue with regard to the suo moto amendment of the Bye Laws by

the Central Registrar because it has not been pointed out to us as to how the

amendments done by the Central Registrar are in any manner violative of the

scheme of revival of the cooperative society in accordance with the directions

of the Supreme Court. In our opinion, the Central Registrar was also bound by

the orders of the Supreme Court and the amendments which have been carried

out to the Bye Laws are not in any manner violative of the scheme of revival

of the cooperative society and keeping in mind the fact that the infusion of

funds is required to revive the cooperative society.

Even when we examine the amendments made by the Central

Registrar we find nothing wrong with the same. So far as Bye Law 6(ix) is

concerned, what has been added by the Central Registrar to the said Bye Law is

that the Associate Member will not subscribe to the share capital of the Society.

This aspect is in fact the requirement of Section 26 of the said Act and thus no

fault can be found with the same. In Bye Law 8(e)(iv) and 13 (v) all that has

been done by the Central Registrar is that it has amended the requirement of the

subscription of class of the persons from 20 lakh shares to 10 lakh shares.

Obviously, this amendment neither prejudices the petitioner and nor is violative

of the orders passed by the Supreme Court. In fact, the amendment is in

furtherance of the orders passed by the Supreme Court whereby the

management and control has to be given to the investor who infuses the funds.

So far as amendment to Bye Laws 8(f) and 13(vi) as regards the Associate

Member issue, the same as already stated above is in accordance with Section

26 of the said Act. The last amendment pertains to the deletion of the

requirement of the existing member being exempted from subscribing to

additional forty five shares of Rs 10/- each.

The aforesaid shows that the amendments are either innocuous

amendments or amendment in terms of the Act or amendment necessitated by

the orders of the Supreme Court. On merits also, therefore, no fault can be

found with the suo moto amendment made by the Central Registrar. In the facts

of the present case asking every existing member to contribute Rs.450/- each

can not by any stretch of imagination be said to be violative of the scheme of

revival of the cooperative society. If any such member does not want to

continue as a member he need not contribute Rs.450/-, however, no member can

claim that he will not pay this insignificant amount and challenge the

amendment to the Bye Laws which require payment of this amount from the

existing members.

17. The challenge laid to the enrolling of new members also must fail

because the successful bidder is entitled to enrol members who will infuse

funds for revival and regeneration of the society. How the petitioners are

adversely affected or prejudiced we fail to understand, moreso because

petitioners are three in number out of the thousands of members of the

cooperative society.

18. The reliance placed by the counsel for the petitioners upon the

cases of T.A. Kuttapan (supra) and K. Shantharaj (supra) is also

misconceived because these judgments will apply in normal working of the

society and not when the administrators are acting in pursuance to the

directions issued under Art. 142. No doubt, it has been held in these cited

judgments, that the Administrators on their own cannot enrol members and

which can only be done by the designated body of the cooperative society,

however, the facts of the present case are different because the enrolment of

members is not only in furtherance to the revival scheme ordered under Art.

142, but also that, infusion of funds is necessary for revival and revitalization

of the cooperative society. At the cost of repetition, it may only be stated that

the new bidder is to be in control and management of the cooperative society

and minority members, especially the petitioners who are just three in number

cannot stultify and have an obstructionist attitude with respect to the revival

scheme.

19. We do not propose to burden this judgment by referring to various

sections of the Act as also the internal rules of the cooperative society which

were referred to by the counsel for the petitioners, including, inter alia, the

provisions of Sections 11, 122 and 123 of the Act and also Bye Laws 21 and

24 of Rule 41 of the SRGB Rules inasmuch as all these provisions talk of

normal aspects of an SRGB member when a cooperative society is not under

liquidation and especially when a revival scheme pursuant to the orders of the

Supreme Court which have been passed under Art. 142. These provisions in

the facts of the present case have to be read in consonance with the orders of

the Supreme Court as specifically passed, time and again, referring to Article

142 of the Constitution of India and which orders will therefore prevail over

anything else.

20. We also accept almost verbatim the arguments on behalf of

respondent no. 7- the successful bidder and the Administrators/respondents 3

to 5 that the appointment of the Administrators cannot be challenged because

the appointment of the Administrators is pursuant to the wide powers existing

under Section 123 and exercise of which power is not limited only to violation

of instructions issued under Section 122- which is only one of the grounds for

appointment of Administrators. The contention raised on behalf of the

petitioners is baseless that the Administrators can only be appointed in one

eventuality of the cooperative society violating the directions issued by the

Central Government under Section 122 because there are various other

ingredients of Section 123, including that of public interest which is implicit in

the requirement of Section 123 of "stalemate in the Constitution or the

functions of the board". In any case, once the Supreme Court has passed

orders specifically observing that the same have been passed under Article

142, it is no longer open for the petitioners to claim that the appointment of the

Administrators is illegal inasmuch as the appointment is in furtherance to the

revival scheme of the cooperative society. The very fact that the

Administrators appointment has been thereafter extended for various terms by

the Supreme Court specifically exercising its powers by referring to Article

142 makes it more than clear that the appointment of the Administrators has

the stamp of approval of the Supreme Court. Anything and everything which

has been done was keeping in mind the predominant object of the revival of

the cooperative society - the sole test and guiding factor, and, the appointment

of the Administrators being in furtherance to the revival of the cooperative

society, no challenge can be laid to their appointment. Also, the

Administrators are the nominees of the successful bidder, and as per the order

of the Supreme Court it is the successful bidder who has to take charge,

control and be in effective management of the cooperative society

21. We therefore feel that the present petition is a sheer abuse of

process of law by three obstructionist, obscurantist and busybody members

who were nowhere in the picture till the revival scheme was approved by the

Supreme Court and a bidder did actually come in and who has infused

presently about Rs.35 crores in the cooperative society. If we allow the reliefs

as prayed for in the present petition, the entire revival scheme will be put in

jeopardy and which scheme has been framed with two basic objectives of the

workers not losing employment and the successful bidder getting the necessary

control and management of the cooperative society. Minority members, being

three in number- the petitioners, cannot, be allowed to hijack and defeat the

entire process of revival of the cooperative society and also the repeated orders

of the Supreme Court.

22. The writ petition is therefore dismissed with costs which are

quantified at Rs.60,000/-, Rs.20,000/- each payable to respondent Nos.1, 6

&8; respondent Nos.3 to 5 and respondent No.7. Costs shall be payable within

a period of two weeks from today.

VALMIKI J. MEHTA, J.

SANJAY KISHAN KAUL, J.

JULY 02 , 2010 Ne