Allahabad High School Society & Anr vs State Of U.P. & Ors

(Arising out of Special Leave Petition (C) No. 9353 of 2011)

Allahabad High School Society,

Allahabad & Anr. .... Appellant(s)

Versus

State of U.P. & Ors. .... Respondent(s)

J U D G M E N T

P. Sathasivam, J.

1) I.A. No.4 - Application for impleadment is allowed.

2) Leave granted.

3) This appeal is directed against the judgment and final

order dated 25.03.2011 passed by the Division Bench of the

High Court of Judicature at Allahabad in Special Appeal No.

281 of 2011 whereby the Division Bench confirmed the order

dated 22.02.2011 passed by the learned Single Judge and the

order dated 24.07.2010 passed by the Assistant Registrar,

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Firms, Societies & Chits, Allahabad, who cancelled the

proceedings related to amendments registered on 30.05.2007.

4) Brief facts:

(a) The appellant-Allahabad High School Society (hereinafter

referred to as "the Society") was established in the year 1861

and was registered on 09.02.1888 under the U.P. Societies

Registration Act, 1860 (hereinafter referred to as "the Act").

According to the constitution of the Society, it was established

and registered with the object to advance the cause of

Christian education in Allahabad, according to the teaching of

the Church of England as by law established, especially

amongst the children of the European and Anglo-Indian

population, in conformity with, and agreeably to, the

provisions of the Rules of the Allahabad High Schools Society,

1952 (in short `the Rules'). The memorandum of the Society

contains various clauses which includes that the Society shall

consist of the Bishop of Lucknow and of other Members not

exceeding 23, three of whom shall be respectively the Senior

Chaplain for the time being of the Church of England at

Allahabad, the Commissioner for the time being of the

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Allahabad Division and the Collector for the time being of the

Allahabad District. The affairs of the Society shall be managed

by all the Members of the Society that the Bishop of Lucknow,

the Honorary Secretary and the Honorary Treasurer of the

Society, shall have the authority to execute all contracts and

deeds on behalf of the Society. The management of the Girls'

School shall be conducted by a Standing Committee of all the

lady Members of the Society and the management of the Boys'

School shall be conducted by a Standing Committee of all the

men who are Members of the Society. These Schools shall be

subject to the inspection of the Government and of the

Diocesan Council and make such returns as may be required

by the Diocesan Council from time to time.

(b) On 28.05.2007, Rules, Constitution and Bye-laws of the

Society, in question, were amended, which were registered on

30.05.2007 and the above-said information was also

communicated to the Assistant Registrar, Firms, Societies &

Chits, Allahabad. Since several objections were raised about

the amendments made on 28.05.2007, the Assistant Registrar,

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who is the competent authority under the Act, after analyzing

all the materials with reference to various clauses of

memorandum, had concluded that the amendments were

made arbitrarily, unlawfully and without following the

democratic process, and in contravention of the provisions of

the Act and the Rules and, therefore, by order dated

24.07.2010, cancelled the registration of the proceedings

related to amendments registered on 30.05.2007, under

Section 12D(b) of the Act, in pursuance of notice issued under

Section 12D(1) of the Act. In the same order, the Assistant

Registrar issued direction to the Bishop, Diocese of Lucknow,

who is an ex-officio member of the Society and Chairman of

the Governing Body under the Rules, to convene a General

Body Meeting, after informing all the Members about the

present situation and circumstances and reasons regarding

amendments to the Rules to comply with Rule 11 of the 1952

Rules and to form a Governing Body and present the same.

(c) The above order of the Assistant Registrar was challenged

by the appellant-Society before the learned Single Judge of the

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High Court of Allahabad in Civil Misc. Writ Petition No. 46551

of 2010. The learned Single Judge, after going into the merits

of the claim with reference to statutory provisions and all

other relevant materials, vide his order dated 22.02.2011,

confirmed the order passed by the Assistant Registrar and

dismissed the writ petition filed by the Society.

(d) Aggrieved by the order of the learned Single Judge, the

Society filed Special Appeal No. 281 of 2011 before the

Division Bench of the High Court assailing the correctness of

the judgment and order dated 22.02.2011. The Division

Bench, after considering the rival claims and taking note of

the basic and core objects of the Society to impart Christian

education in Allahabad and neighbouring areas, by judgment

and order dated 25.03.2011, confirmed the orders passed by

the learned Single Judge and the Assistant Registrar,

consequently, dismissed the special appeal being devoid of any

merits. The said order is under challenge in this appeal by

way of special leave.

5 5) Heard Mr. C.S. Vaidyanathan, learned senior counsel for

the appellant-Society, Mr. R. Venkataramani, learned senior

counsel for respondent No.3 and Mr. T.P. Singh, learned

senior counsel for the impleaded party.

6) In view of the various proceedings, orders by the

authorities under the Act and the decision of the learned

Single Judge, the Division Bench and this Court after taking

note of the fact that the Assistant Registrar had issued a

direction to the Chairman of the Governing Body to convene a

fresh General Body Meeting after notifying all the Members

about the present situation and circumstances and reasons as

per the Rules and take a fresh decision regarding amendments

to the Rules, we are of the view that it is not necessary to refer

all those factual details and earlier orders.

7) The points for consideration in this appeal are whether

the Assistant Registrar was justified in cancelling the

amendments and permitting the Chairman, Governing Body,

to convene fresh meeting and take a decision as per the Rules

and whether the learned Single Judge and the Division Bench

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of the High Court have committed any error in confirming the

said order?

8) It is not in dispute that the Assistant Registrar of the

Society issued certain show cause notices to the appellants

which were challenged by filing Civil Misc. Writ Petition No.

9598 of 2010. When notices dated 02.02.2010 and

11.02.2010 were issued to the Society, they filed the said writ

petition praying for issuance of a writ in the nature of

certiorari for quashing the same. The High Court, after finding

that it would be appropriate to adjudicate the matter by the

relevant authority on the basis of relevant records whether the

amendments made in the bye-laws by the appellants were

valid or not and whether the object of the Society meaning in

the initial bye-laws has been changed or not or whether it is

against public policy, all these have to be adjudicated on the

basis of the show cause notices and it will be inappropriate to

go into the correctness of the same at this stage, dismissed the

writ petition vide order dated 16.04.2010 as not maintainable

and directed the Registrar to decide the dispute between the

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parties after affording opportunity to the appellants as well as

the respondents-objectors.

9) The appellants, not satisfied with the above order of the

learned Single Judge, filed Special Appeal No. 615 of 2010

before the Division Bench which was dismissed on 20.05.2010

observing that there was a fraud, manipulation and

documents have been forged.

10) The following discussion and conclusion of the Division

Bench about Mr. C.V. Innis, functioning as Secretary of the

Society are relevant:

"Mr. Cedric Valentine Innis, was born on 18.09.1948. He is

a CNI CHRISTIAN (Anglo-Indian). He was appointed as

Principal of the BHS on 12.01.1988 by the Chairman of the

Society/The Bishop of Lucknow, Diocese of Lucknow, C.N.I.

He took charge on 15.03.1988. He was confirmed after one

year w.e.f. 15.03.1989. At the time of his appointment as

Principal the age of superannuation of Principal BHS had

already been enhanced from 58 years to 60 years. The age

of superannuation was enhanced on the recommendation of

Diocesan Education Board which had resolved on

10.01.1985 to fix the retirement age of the Principals of the

English medium Schools, governed by the Anglo-Indian

Education Code, of the Diocese of Lucknow to sixty years.

The proviso permitted yearly extensions up to a maximum of

five years. The Society in the Governing Body meeting held

on 12.12.1985 accepted and adopted the Diocesan

Education Board Resolution dated 10.01.1985.

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The Predecessor of Mr. C.V. Innis, retired at the age of

60 years. The age of superannuation of the teaching staff

was enhanced in the meeting dated 23.11.2006 from 58

years to 62 years. In the proceedings of the meeting dated

23.11.2006, it had not been mentioned as to whether the

meeting was a Governing Body Meeting or an Annual

General Meeting. There was no agenda for enhancing the

age of superannuation. The proceedings of the meeting

dated 23.11.2006 filed as Annexure SRA-II at Page 70 is a

forged document as it mentions enhancement in age of

superannuation of management staff and non-teaching staff

whereas in the original proceedings of 23.11.2006 produced

by the counsel for the appellant only the age of

superannuation of the teaching staff had been enhanced. A

question arises that what was the need for forgery for

enhancing the age of superannuation. The answer appears

to be simple. The appellants wanted to hide under the

carpet that Principal's age of superannuation had already

been enhanced by the Society on 12.12.1985 and they

wanted to hide the control of Diocese of Lucknow.

From the aforesaid discussion, it appears that the

meeting dated 23.11.2006 was illegal being in violation of

Rule 11 and in such a meeting age of superannuation could

not be enhanced. The enhancement made in the meeting

dated 23.11.2006 would not confer any right on Mr. C.V.

Innis the Principal of BHS. His age of superannuation was

60 years and there being no material on record about any

extension of service granted to him, it appears that he retired

from the post of Principal of BHS in September, 2008."

11) Against the dismissal of the Special Appeal No. 615 of

2010, the Society approached this Court by way of special

leave petition and the same was dismissed vide order dated

15.06.2010 with an observation that the Assistant Registrar is

free to pass an order on merits including the question of

jurisdiction in accordance with law.

9 12) With this background, we have to verify whether the order

of the Assistant Registrar dated 24.07.2010 holding that all

the proceedings were illegal/frivolous or not. The Assistant

Registrar, in his order, has also held that the Members of the

Society had died prior to 1997 and there was manipulation in

the record. It is pertinent to refer the discussion and ultimate

conclusion by the Assistant Registrar which reads as under:

"After going through the complaints pertaining to the

amendment made by the Bishop and other people, evidence

and documents presented as had been mentioned above,

proceedings for brining fraudulent amendments are found to

be contrary to the registered bye laws as well as directions

given by the Assistant Registrar to comply with the

provisions of the Societies Registration Act, 1860. In spite of

several opportunities, the applicant has failed to prove the

veracity and the genuineness of the proceedings. It is also

obvious through the documents that neither list nor balance

sheet has been produced regularly every year under Section

4(1) of the Act. From the documents produced, it is also

clear that after complaints were made and information as

sought regarding renewal, Shri C.V. Innes has sought to

deposit the requisite fee under Section 3A(5) of the Act.

In the list relating to managing committee as

submitted,15 lists have been submitted of members of the

managing committee from the year 1977-78 to year 1997-98;

in the said list 3 persons have been mentioned as occupying

the post of Secretary; the reasons for the same are not clear.

Along with the documents submitted, an affidavit of Shri

C.V. Innes has also been submitted in which it is stated that

all persons who were officers and members of the society

prior to 1997 are dead. In such a situation it is not clear

how the identity of the society continued to exist. If all the

members were dead then it is not clear how new members

were elected and whether they were elected under rules or

not....."

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Apart from this, the Assistant Registrar has also specifically

concluded that the amendments to the proceedings were made

arbitrarily, unlawfully and decisions were taken without

following the democratic process and in contravention of the

provisions of the Act and the Rules. After arriving at such

factual conclusion based on appreciation of acceptable

materials, the Assistant Registrar cancelled the registration of

proceedings related to the amendments registered on

30.05.2007 under Section 12D(b) of the Act.

13) The said order of the Assistant Registrar dated 24.07.2010

was challenged in the writ petition which was dismissed by the

learned Single Judge vide order dated 22.02.2011 pointing out

that the alleged Secretary of the appellants Mr. Innis has no

business to continue in the said post. It is apt and relevant to

quote the following conclusion of the learned Single Judge

which reads as under:

"Most surprising feature in the present case is that Secretary

of the Society is no one else than the Principal of the

institution himself. He has been nominated as Secretary by

virtue of being ex-officio Member. In order to perpetuate

himself in the society and in the institution being fully aware

of the fact that he was going to attain the age of

superannuation and his Secretaryship would also

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automatically come to an end, an attempt was made by him

to get his age extended and on the strength of the same to

continue as Secretary of the society. After attaining the age

of superannuation, Principal of the institution is not at all

entitled to continue as Secretary. Specific mention has been

made that petitioner No. 2 was Secretary by virtue of being

Principal, who happens to be ex-officio member, and once he

attained the age of superannuation as Principal, then he

could be elected as Secretary only when he was valid

member of the society, but at no point of time he had ever

been enrolled as valid member of the general body of the

society. This specific statement of fact has not been

disputed in the rejoinder affidavit. Once this is the factual

situational in respect of status of petitioner No. 2 as

Principal of the institution has already attained the age of

superannuation and this fact has not been substantiated

before this Court as to in what way and manner he had been

enrolled as member of the general body of the society, then

legitimately petitioner No. 2 has no grievance. The Bishop

who had accepted the request to act as Chairman along with

petitioner No. 2 has already washed his sin, by resigning and

submitting letter on 29.07.2010, regretting therein his

deeds. These averments have been mentioned in paragraph

4(d) of the counter affidavit and said specific averments have

not at all been replied."

14) It was also highlighted and demonstrated that there was

no quorum in the meeting held on 28.05.2007 in which

amendments had been carried out. It is seen that four

Officers and five members of the Society were present in the

meeting. One ex-officio member and four members were

absent. There were total 14 (fourteen) members of the Society.

In the Special General Meeting held on 28.05.2007 only nine

members were present. Three quarter member of 14 members

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would be 10.5 members. Therefore, according to Rule 38 of

the Rules, at least 10 members were required to be present at

the Special General Meeting held on 28.05.2007. In the

absence of quorum laid down by Rule 38, neither the

amendments could be passed in the Special General Meeting

of the Society nor could the amendments made be registered

by the Assistant Registrar. The above details, as noted in the

order of the learned Single Judge clearly show that there was

no quorum in the meeting held on 28.05.2007 in which the

amendments had been carried out.

15) It was also demonstrated that

manipulations/manoeuvrings is writ large that Principal in

connivance with the outgoing Bishop, in order to perpetuate

themselves in the Society have made amendments for their

benefit and to the disadvantage of the Society and therein

Dioces Education Board and the Bishop have been deliberately

kept at bay. After saying so, the learned Single Judge

correctly concluded that in such a situation and in this

background, any interference with the order of the Assistant

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Registrar would amount to perpetuating the illegality and

subscribing to apparent illegality committed.

16) The above-said order of the learned Single Judge was

challenged before the Division Bench by way of Special Appeal

No. 281 of 2011 which was also dismissed on 25.03.2011.

The Bench has also arrived at a conclusion that there was

interpolation and forgery in the records. The basic feature of

the Society along with its primary object had been altered by

way of amendments to the Rules. The Division Bench has

accepted that the Assistant Registrar had the jurisdiction not

only to deal with the validity of the convening of the meeting

but also to examine the import of the resolution regarding the

amendments of the Rules. The Division Bench has also agreed

with the conclusion that the appellant No. 2 was not a

member of the Society but was holding the office of the

Secretary by virtue of being the Principal of the Boys' High

School, Allahabad.

1 17) The Division Bench has also accepted that the meetings in

which the amendments were carried out had not been validly

convened. The Division Bench has pointed out that the

minutes of these three meetings have also been registered on

30.05.2007 by the Assistant Registrar and by the impugned

order dated 24.07.2010, he cancelled the registration.

Ultimately, the Division Bench has rightly concluded that all

other proceedings had been illegal and the meetings were in

violation of the statutory provisions. The Division Bench, in

view of its findings held that the meetings itself had not been

validly convened as per the Rules of the Society and concluded

that the orders passed by the Assistant Registrar and the

learned Single Judge do not warrant any interference.

18) It is also brought to our notice that a criminal prosecution

has also been lodged against the appellant No. 2 by filing an

FIR dated 09.03.2010 in Crime No. 54 of 2010 under Sections

467, 468, 471, 420 and 409 IPC in which chargesheet has

already been filed on 11.07.2010 and the court has also taken

cognizance of the same.

1 19) In the light of the factual findings by the authority

concerned-the Assistant Registrar, affirming the same by

learned Single Judge and Division Bench, it is impermissible

for this Court to exercise jurisdiction under Article 136 of the

Constitution. It is relevant to point out that the Assistant

Registrar, in his order dated 24.07.2010 itself permitted the

Bishop, Diocese of Lucknow, who is an ex-officio member of

the Society and Chairman of the Governing Body under the

Rules, to convene a general body meeting after informing all

the members about the present situation and circumstances

and reasons, there is no valid ground for interference by this

Court. Consequently, appeal fails and the same is dismissed.

...........................................J.

(P. SATHASIVAM)

..........................................J.

(DR. B.S. CHAUHAN)

NEW DELHI;

MAY 12, 2011.

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