Allahabad High School Society Allahabad Through Its Secretary C V Innes and Another Vs State of U P and Others - Citation 917745 - Court Judgment

Judgment:

1. The Allahabad High School Society, Allahabad through its Secretary C.V. Innes, has approached this Court, questioning the validity of the decision dated 24.07.2010 taken by Assistant Registrar, Firms, Societies and Chits, Allahabad Region, Allahabad, proceeding to annul the resolution dated 28.05.2007.

2. Brief background of the case, as is reflected from the record, is that there is a society registered under the Societies Registration Act, 1860, in the name and style of "Allahabad High School Society, Allahabad". The society in question was registered on 09.02.1988 with Registration No.1-12/1888 with Registrar of Joint Stock Companies. In the year 1952 certain amendments were affected. Thereafter, in the year 1975, Societies Registration Act, 1860 was amended qua its applicability to the State of U.P. by making provision for periodical renewal of registration certificate of the society. Such renewals were originally visualized for a period of two years, but in the year 1984 further amendment was made providing such renewal for a period of five years. Petitioners have claimed that an application was moved for renewal of registration of the society in question on 06.05.1977, but no orders were passed on the said renewal application. Thereafter, as on 24.05.1997 further application was filed, on the basis of which renewal of society was granted for the periods 1977-79, 1979-81, 1981-83, 1983-85, 1985-90, 1990-95, 1995-2000. On 17.08.2003 renewal had been accorded for a period of five years with effect from 10.10.2000.

3. The petitioners have come up with the case that on 09.11.2004 agenda notice was issued for convening annual general meeting on 27.11.2004, and in the said meeting, decision was taken to appoint two member sub-committee to consider the amendments to the bye-laws for streamlining the administration of the society. Petitioners have stated that on 10.09.2005 two member sub-committee submitted its report for consideration to the Chairman, and after considering such report, by agenda notice dated 08.11.2005 annual general meeting was convened for 28.11.2005. Petitioners have further stated that as per the aforesaid agenda notice, report of two member sub-committee was considered in the annual general meeting dated 28.11.2005, and the Governing Body constituted a six member Amendment Committee to finalise the amendments to the bye-laws. Petitioners have stated that the Amendment Committee conducted the proceedings between 26.12.2005 and 25.11.2006 and finally suggested amendments to the bye-laws. Thereafter, petitioners claim that agenda notice dated 16.11.2006 was sent and meeting was convened on 23.11.2006, and therein a resolution was passed for convening special meeting of the general body. In between on 09.05.2007, application was moved seeking further renewal, for the period of five years starting with effect from 10.10.2005 and said application for renewal remained pending. Such special meeting of the general body was convened for 28.05.2007 by agenda notice dated 09.05.2007 and said agenda notice was served upon the members either through peon or through post. Thereafter special meeting was convened on 28.05.2007, in which suggested amendments to the bye-laws were accepted. Petitioners have claimed that thereafter aforesaid amendments were given to the Assistant Registrar, Firms, Societies and Chits, Allahabad on 29.05.2007 and the said communication accompanied amendments to the bye-laws. Petitioners have stated that on 30.05.2007 an affidavit of the deponent was also filed before the Assistant Registrar, Firms, Societies and Chits. Petitioners have stated that amendment as intimated was duly made part of the file and the Assistant Registrar issued certified copy of the amended bye-laws on being asked for. Pending application for renewal dated 09.05.2007 was allowed on 29.09.2007.

4. Petitioners have stated that in September, 2009 one Morris E. Dan stood elected as Bishop of Lucknow Diocese and shortly after such election public statement was made by him that educational institution are part of Diocesan Education Board, and consequently property of church of North India. Petitioners have stated that on such claim being set up clarification notice was issued by him in local newspaper on 24.09.2009. Till the year 2009 no dispute, whatsoever, had been raised qua the amendments made, but thereafter complaints were made before the Assistant Registrar, Firms, Societies and Chits, complaining therein the way and manner in which amendments had been carried out. On the said complaint being made, the Assistant Registrar issued notices to the petitioners dated 01.10.2009, 21.10.2009, 30.11.2009, 16.12.2009, 02.02.2010, 11.02.2010 and 21.04.2010. Petitioners also submitted their reply to the said notices vide communication dated 31.10.2009, 21.12.2009, 02.06.2010, 08.06.2010 and 21.06.2010. Petitioners, it is reflected from record, approached this Court questioning the validity of notices dated 02.02.2010 and 11.02.2010 by preferring writ petition No.9598 of 2010, requesting therein that a writ of certiorari be issued for quashing of notices issued by the Assistant Registrar, and further a writ in the nature of prohibition be issued restraining the respondents not to initiate any proceedings in pursuance of the notices impugned. This Court considered arguments advanced on behalf of the petitioners at great length, and thereafter vide judgment dated 16.04.2010 proceeded to take a view that in view of Section 12 of the Act, the Assistant Registrar has got full authority to see regarding validity of amendments by further observing that if an authority has power to register a society on the basis of Rules and Regulations of the bye-laws, then in case some amendment is made in the bye-laws, the Assistant Registrar has full power to take into consideration the said fact. Against the said order dated 16.04.2010, Special Appeal No.615 of 2010 was preferred by the petitioners and various arguments had been advanced by the petitioners before Special Appeal Bench. The Special Appeal Bench called for original records and after hearing the counsel for the parties, proceeded to dismiss the Special Appeal vide judgment dated 20.05.2010. Aggrieved against the said judgment of appellate court, Special Leave Petition No.16919 of 2010 was preferred before Hon'ble Apex Court, which was taken by Apex Court on 15.06.2010, and on the said date, the Apex Court passed following order:

"Pursuant to the order passed by the Division Bench of the High Court under the heading ' Conclusion' we have been given to understand that Assistant Registrar under the Societies Registration Act, 1860 is seized of the matter. We have been informed that today arguments have been heard and matter is reserved for orders. In this view of the matter we are not inclined to interfere with the impugned order passed either by the learned Single Judge or by the Division Bench.

However, we only want to clarify that Assistant Registrar would pass the order on merits including the question of jurisdiction in accordance with law, without being influenced in any manner whatsoever by any of the observations either made by the learned Single Judge or by the Division Bench. If any adverse order is passed against the petitioner then they shall be at liberty to approach the proper forum on the question of jurisdiction in accordance with law. However, bot the parties shall be at liberty to address the Assistant Registrar further.

The special leave petition is disposed of accordingly."

5. After the aforesaid order had been passed by Apex Court, record in question reflects that representations were made from the side of the Bishop on 19.06.2010 and from the side of the petitioners on 21.06.2010. The Assistant Registrar, thereafter has proceeded to pass the order impugned, and therein resolution of amendment so passed has been annulled and further directives have been issued for convening meeting of general body to consider the amendments so moved. At this juncture, present writ petition has been filed.

6. Counter affidavit has been filed on of the Assistant Registrar, Firms, Societies and Chits as well as on behalf of the Bishop of Lucknow. Entire emphasis is that the amendments made are an outcome of fraud and manipulation by the Principal in order to perpetuate himself and he is not even primary member of the General Body of society. To the said counter affidavits, rejoinder affidavits have been filed, disputing the averments mentioned therein and reiterating the averments mentioned in writ petition.

7. Impleadment application has been filed by Lucknow Diocesan Trust Association, through S. P. Prakash describing himself as Bishop of Lucknow of Anglican Church of India, Pakistan, Burma and Ceylon as well as on behalf of Allahabad High School Society, through its Secretary, L.M. Khan. Not only this, Civil Misc. Writ Petition No.75505 of 2010, has also been filed by Lucknow Diocesan Trust Association, through S. P. Prakash, Bishop of Lucknow of Anglican Church of India, Pakistan, Burma and Ceylon, and the Chairman of Allahabad High School Society, Allahabad, requesting therein that Assistant Registrar, Firms, Societies and Chits, Allahabad should pass appropriate orders regarding registration of list of office bearers and members under Section 4 of the Societies Registration Act, 1860, pursuant to proceeding dated 04.10.2010, submitted before him on 19.10.2010.

8. After pleadings mentioned above have been exchanged, present writ petition has been taken up for final hearing and disposal with the consent of the parties. Original records summoned by this Court has also been produced by the Assistant Registrar as well as by the petitioners of first writ petition. Said records have also been examined by the respective parties, and thereafter arguments have been advanced.

9. Sri Ashok Khare, Senior Advocate, assisted by Sri Manish Goel, Advocate, has assailed the validity of the impugned order passed by the Assistant Registrar on the following ground:

(a) The Assistant Registrar, Firms, Societies and Chits has got no authority or jurisdiction to go into the question of validity of amendments in the bye-laws of the society, as has been done in the present case, as such this is case where Assistant Registrar lacked jurisdiction to decide the controversy, and there is no authority of review vested with the Assistant Registrar, in this background action taken is nothing but pure transgression and overstepping of jurisdiction.

(b) decision making process is faulty, as principles of natural justice has been violated with impunity, for the reasons that after the order had been passed by Apex Court, copy of written submissions along with judgment was not supplied, and same has been relied upon, and, thus the petitioners were prevented from representing their case effectively. Coupled with this history of society and documentary evidence in the shape of police report and other materials, inclusive of five affidavits, have been relied upon without confronting the petitioners with the same, consequently, resulting in prejudice to the petitioners.

(c) In the present case amendments in question have been legally carried out strictly in accordance with the Rules and Regulations of the society, and the findings, which have been recorded, are perverse;

(d) judgment rendered by this Court in the case of Shiksha Samiti Degree College, Garua Maksudpur and others vs. Registrar, Firms, Societies and Chits, U.P. Lucknow, AIR 1990 Alld. 110 is per incuriuam in view of the decision of the Managing Committee, Khalsa Middle School and another v. Mohinder Kaur (Smt.) and another 1994 SCC (L&S) 24.

(e) whether the document termed as 'Constitution' appended to Rules and Regulation of Allahabad High School Society is part of Memorandum of Association of Society and constitute objective of the society or it is merely a part of that is referred to as "Rules and Regulation of the Society" under Section 2 of the Societies Registration Act, 1860?

10. Countering the said submissions, Sri T. P. Singh, Senior Advocate, assisted by Sri Shailendra and Sri Prabhakar Awasthi, Advocates, on the other hand contended that, this is a glaring case of fraud and manipulation committed by the Principal of the institution, who has transposed himself as Secretary of the society, and in the present case principles of natural justice have not at all been breached, as the petitioners have failed to establish any prejudice, and in the written submissions so filed only legal arguments have been mentioned and no fresh evidence has been filed and the said legal arguments have already been effectively replied by the petitioner, as such complaint on the score that principle of natural justice has been violated cannot be accepted. Same is also fortified from the circumstances that virtually on all issues arguments had been advanced which was inclusive of filing of afidavits. It has been further contended that in the present case, Assistant Registrar, Firms, Societies and Chits has got full authority to judge any act where fraud and manipulation are writ apparent, as such this Court should refuse to interfere in the matter., as any interference at the behest of petitioner No.2, who is rank tress passer, will amount to subscribing and perpetuating illegality.

11. Dr. Y. K. Srivastava, Advocate, representing the State, has also advanced arguments on the same line that this is a glaring case of fraud and manipulation, there is no lack of jurisdiction and no prejudice has been established.

12. Sri S.C. Dwivedi, Advocate, who has moved impleadment application, has also supported the action taken by Assistant Registrar, Firms, Societies and Chits and further submits that Church of North India has no concern with the institution in question, and Managing Committee represented and accepted by Anglican Church of India, Pakistan, Burma and Ceylon be directed to be accepted by the Assistant Registrar.

13. In order to appreciate the respective arguments, relevant statutory provisions, which hold the field and have been relied upon by the parties concerned are being looked into. For ready reference the provisions of Sections 1, 2, 3, 3A, 3B, 4, 4A, 12, 12A, 12B, 12C, 12D, 13, 13A, 13B, 16, 19 of the Societies Registration Act, 1860 are being quoted below:

"1. Societies formed by memorandum of association and registration.-- Any seven or more persons associated for any literary, scientific, or charitable purpose, or for any such purpose as is described in section 20 of this Act, may, by subscribing their names to a memorandum of association, and filing the same with the Registrar of Joint- stock Companies, form themselves into a society under this Act.

2. Memorandum of Association.-- The memorandum of association shall contain the following things (that is to say)-

the name of the society;

the objects of the society;

The names, addresses, and occupations of the governors, council, directors, committee, or other governing body to whom, by the rules of the society, the management of its affairs is entrusted.

A copy of the rules and regulations of the society, certified to be a correct copy by not less than three of the members of the governing body, shall be filed with the memorandum of association.

3. Registration and fees.-- (1) Upon such memorandum and certified copy being filled along with particulars of the address of the society's office which shall be its registered address, by the Secretary of society on behalf of the persons subscribing to the memorandum, the Registrar shall certify under his hand that the Society is registered under this Act. There shall be paid to the Registrar for every such registration a fee of one hundred fifty rupees or such smaller fee as the State Government may notify in respect of any class of societies.

14. Provided that the Registrar may, in his discretion issue public notice or issue notice to such persons as he things fit inviting objections if any, against the proposed registration and consider all objections that may be received by him before registering the society.

(2) Notwithstanding anything in Sub-section (1), the Registrar shall refuse to register a society, if after giving in an opportunity of showing cause against such refusal, he is satisfied that

(a) the name of the society is identical with that of any other society previously registered under this Act;

(b) the name of the society sought to be registered uses any of the words, namely, 'Union', 'State', 'Land Mortgage', Land Development', Co-operative, Gandhi, 'Reserve Bank' or any words expressing or implying the sanction, approval or patronage or the Central or any State Government or any word which suggests or is calculated to suggest any connection with the local authority or any corporation or body constituted by or under any law for the time being in force, or is such, as is otherwise likely to deceive the public or the members of any other society previously registered under this Act.

(c) any one or more of the objects of the society sought to be registered is not an object mentioned in Sections 1 and 20, or

(d) its objects are contrary to any other law for the time being in force.

15. Provided that the State Government may in exceptional circumstances, for reasons to be recorded permit any society to use the word 'Union' or the word 'Gandhi' in its name, and thereupon, the use of that word in the name of the society shall not be a ground for refusal to register or to renew the certificate of registration of such society.

3-A Renewal of certificate of registration.- (1) Subject to the provisions of Sub-section (2), a certificate of registration issued under Section 3 shall remain in force for a period of five years from the date of issue.

16. Provided that a certificate issued before the commencement of the Societies Registration (Uttar Pradesh Amendment) Act, 1984 (hereinafter in this section referred to as the said Act), shall remain in force for a period of five years from the date of such commencement on payment of the difference of the fees specified under Sub-section (3) and the fees already paid.

(2) A society registered under Section 3, whether before or after the commencement of the said Act, shall on application made to the Registrar within one month of the expiration of the period referred to in Sub-section (1) and on payment of the fee specified in Sub-section (3), be entitled to have its certificate of registration renewed for five years at a time.

Provided that in the case of a society registered before the commencement of the said Act, the Registrar shall refuse to renew the certificate of registration if after giving it an opportunity of showing cause against such refusal he is satisfied that any of the ground mentioned in Sub-section (2) of Section 3 exist in respect thereof.

(3)There shall be paid to the Registrar with every application for renewal of the certificate of registration.

(a) a fee equal to the registration fee payable under Section 3 or rupees twenty five whichever is less if such application is filed within the period specified in Sub-section (2).

(b) an additional fee of five rupees, if such application is filed within one month of the date of expiration of the period specified in Sub-section (2); and

(c) an additional fee at the rate of two rupees per month or part thereof, if such application is filed beyond one month of the expiration of the period specified in Sub-section (2).

(4) Every application for renewal of the certificate shall be accompanied by a list of members of the managing body elected after the registration of the society or after renewal of certificate of registration and also the certificate sought to be renewed unless dispensed with by the Registrar on the ground of its loss or destruction or any other sufficient cause.

(5) A society which falls to get its certificate of registration renewed in accordance with this section within one year from the expiration of the period for which the certificate was operative shall become an unregistered society.

17. Provided that the Registrar may, for sufficient cause, allow an application for renewal more than one year after the expiration of the period for which the certificate was operative on payment of a fee of fifty rupees.

(6) Where a certificate of registration is renewed in accordance with Sub-section (2) or Sub-section (5) such renewal shall operate from the date of expiration of the period for which the certificate was operative.

3B. Reference to the State Government. If any question arises whether any society is entitled to get itself registered in accordance with Section 3 or to get its certificate of registration renewed in accordance with Section 3A, the matter shall be referred to the State Government, and the decision of the State Government thereon shall be final.

4. Annual List of managing body to filled:- (1) Once in every year on or before the fourteenth day succeeding the day on which, according to the rules of the society, the annual general meeting of the society is held, or; if the rules do not provide for an annual meeting, in the month of January, a list shall be filled with the Registrar, of the names, addresses and occupations of the Governor's council, directors, committee, or other governing body then entrusted with the management of the affairs of the society.

Provided that if the managing body is elected after the last submission of the list, the counter signatures of the old members, shall as far as possible, be obtained on the list. If the old office bearers do not countersign the list, the Registrar may, in his discretion, issue a public notice or notice to such persons as he thinks fit inviting objections within a specified period and shall decide all objections received within the said period.

(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 under Section 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 a correct copy and also a copy of the balance sheet for the preceding year of account.

4A. Charges etc., in rules to be intimated to Registrar.- A copy of every changes made in rules of the society and intimation of every change of address of the society, certified by not less than thee of the members of the governing body shall be sent to the Registrar within thirty days of the change.

12. Societies enabled to alter, extend, or abridge their purposes.-- Whenever it shall appear to the governing body of any society registered under this Act, which has been established for any particular purpose or purposes, that it is advisable to alter, extend, or abridge such purpose to or for other purposes within the meaning of this Act, or to amalgamate such society either wholly or partially with any other society, such governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special meeting for the consideration thereof according to the regulations of the society; but no such proposition shall be carried into effect unless such report shall have been delivered or sent by post to every member of the society ten days previous to the special meeting convened by the governing body for the consideration thereof, nor unless such proposition shall have been agreed to by the votes of three- fifths of the members delivered in person or by proxy, and confirmed by the votes of three- fifths of the members present at a second special meeting convened by the governing body at an interval of on month after the former meeting.

12A. Change of Name:- Any society registered under this Act may, with consent of not 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 at a general meeting convened for the purpose.

12B. Notice of change of name or objects:- (1) Notice in writing of every change of objects made under Section 12 or of name made under Section 12A signed by the secretary and any three other members of the society shall be sent to the Registrar.

(2) Where the Registrar is satisfied that the provisions 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 12C 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 it by its new name.

12-D Registrar's power to cancel registration in certain circumstances-(1) Notwithstanding anything contained in this Act, the Registrar may, by order in writing, cancel the registration of any society on any of the following grounds:

(a) that the registration of the society or of its name or change of name (is) contrary to the provisions of this Act or of any other law for the time being in force;

(b) that its activities or proposed activities have been or are or will be subversive of the objects of the society or opposed to public policy.

18. Provided that no order of cancellation of registration of any society shall be passed until the society has been given a reasonable opportunity of altering its name or object or of showing cause against the action proposed to be taken in regard to it.

(2) An appeal against an order made under sub-section (1) may be preferred to the Commissioner of the Division in whose jurisdiction the Headquarter of the Society lies, within one months from the date of communication of such order.

(3) The decision of the Commissioner under sub-section (2) shall be final and ahsll not be called in question in any court.)

13. Provision for dissolution of societies and adjustment of their affairs.-- Any number not less than three- fifths of the members of any society may determine that it shall be dissolved, and thereupon it shall be dissolved forthwith, or at the time then agreed upon, and all necessary steps shall be taken for the disposal and settlement of the property of the society, its claims and liabilities, according to the rules of the said society applicable thereto, if any, and, if not, then as the governing body shall find expedient, provided that in the event of any dispute arising among the said governing body or the members of the society, the adjustment of its affairs shall be referred to the principal Court of original civil jurisdiction of the district in which registered office of the society is situate; and the Court shall make such order in the manner as it shall deem requisite:

19. Assent required: Provided that no society shall be dissolved unless three- fifths of the members shall have expressed a wish for such dissolution by their votes delivered in person, or by proxy, at a general meeting convened for the purpose:

20. Government consent: Provided that whenever any Government is a member of, or a contributor to, or otherwise interested in any society registered under this Act, such society shall not be dissolved without the consent of the Government of the State registration.

13A Power of Registrar to apply for dissolution:- (1) Where in the opinion of Registrar, there are reasonable ground to believe in respect of a society registered under this Act that any of the grounds mentioned in Clauses (a) to (e) of sub-section (1) of Section 13B exists, he shall send to the society, a notice calling upon it to show cause within such time as may be specified in the notice why the society be not dissolved.

(2) If on or before the date specified in the notice or within such extended period as the Registrar may allow, the society fails to show any cause or if the cause shown is considered by the Registrar to be unsatisfactory, the Registrar may move the Court referred to in Section 13 for making an order for the dissolution of the society.

13B Dissolution by court:- (1) On the application of the Registrar under Section 13 A or under section 24 or on an application made by not less than one tenth of the members of a society registered under this Act, the Court referred to in Section 13 may make an order for the dissolution of the society on any of the following grounds, namely-

(a) that the society has contravened any provision of this Act or of any other law for the time being in force and it is just and equitable that the society should be dissolved;

(b) that the number of the members of the society is reduced below seven;

(d)that the society is unable to pay its debts or meet its liabilities, or

(e) that the registration of the society has been cancelled under Section 12 D on the ground that its activities or proposed activities have been or will be opposed to public policy.

(2) Without prejudice to the provisions of sub-section (1) or of Section 12 D, the Court may, on an application of the District Magistrate in this behalf, make an order for the dissolution of a society on the ground that the activities of the society constitute a public nuisance or are other wise opposed to public policy.

When an order for the dissolution of a society is made under sub-section (1) or sub-section (2), all necessary steps for the disposal and the settlement of the property of the society, its claims and liabilities and any other adjustment of its affairs shall take place in manner as the court may direct.

16. Governing body defined.-- The governing body of the society shall be the governors, council, directors, committee, trustees or other body to whom by the rules and regulations of the society the management of its affairs is entrusted.

19. Inspection of documents. -- Any person may inspect all documents filed with the Registrar under this Act on payment of such fee as the State Government may, by notification in the official gazette, fix; and any person may require a copy or extract of any document or any part of any document, to be certified by the Registrar, on payment of such fee as the State Government may, by notification in the official gazette, fix.

Certified copies.-and such certified copy shall be prima facie evidence of the matters there in contained in all legal proceedings whatever.

22. Power of Registrar to call for Information:-(1) The Registrar may, by written order, require any society to furnish in writing such information or document within such time, being ordinarily not less than two weeks from the date of receipt of the order by the society, as he may specify in the order in connection with the affairs of the society or any documents filed by the society under this Act.

(2)On receipt by the society of an order under Sub-section (1), it shall be the duty of the President, Secretary or any other person authorized in this behalf of furnish such information or document.

23. Audit:- (1) Without prejudice to the provisions of Sub-section (2) of Section 4 or of Section 22, where the Registrar is of opinion that it is necessary or expedient so to do, he may, by written order require any society to furnish its accounts or copy of the statement of receipts and expenditure for any particular year duly audited by the Chartered Accountant.

Provided that the Registrar may, at the request of society permit it to have such accounts and statement by any other person approved by him.

(2) If the society fails to furnish the documents referred to in Sub-section (1) within the period specified in the order or within such extended period as the Registrar may from time to time allow, the Registrar may cause the accounts of such society audited for the said year and may recover the cost of such audit from the society.

(3) It if society neglects or refuses to make its accounts or other documents available for audit under Sub-section (2)k or in the opinion of the Registrar, otherwise fails to provide requite facilities to have the audit made, with due expedition, the registrar may proceed to take action under Section 24.

24. Investigation of affairs of a society:- (1)Where an information received under Section 22 or otherwise, or in circumstances referred to in Sub-section (3) of Section 23, the Registrar is of opinion that there is apprehension that the affairs of a society registered under his Act are being so conducted as to defeat the objects of the society or that the society or its governing body or whatever name called, or any officer thereof in actual effective control of the society is guilty of mismanaging its affairs or of any breach of fiduciary or other like obligations, the Registrar may, either himself or by any person appointed by him in that behalf, inspect or investigate into the affairs of the society or inspect any institution managed by the society.

(2) It shall be the duty of every officer of the society when so required by the Registrar or other person appointed under Sub-section (1) to produce any books of account and other records of or relating to the society which are in his custody and to give him all assistance in connection with such inspection or investigation

(3) The Registrar or other person appointed under Sub-section (1) may call upon and examine on oath any officer, member or employee of the society in relation to the affairs of the society and it shall be the duty of every officer, member or employee, when call upon, to appear before him for such examination.

(3-A) The Registrar or other person appointed under sun-section (1) may, if in his opinion it is necessary for the purpose of inspection or investigation, seize any or all the records including accounts hooks of the society.

Provided that any person from whose custody such record are seized shall be entitled to make copies thereof or to take extracts there from in the presence of the person having the custody of such records."

(4) On the conclusion of the inspection or investigation, as the case may, the person, if any, appointed by the Registrar to inspect or investigate shall make a report to the Registrar on the result of his inspection or investigation. (5 The Registrar may after such inspection or investigation, give such directions to the society or to its governing body or any officer thereof as he may thinks fit for the Removal of any defects or irregularities with such time as may be specified and in the event of default in taking action according to such directions, the Registrar may proceed to take action under Section 12-D, as the case may be,

25. Disputes regarding election of office-bearers:- The prescribed authority may, on a reference made to it by the Registrar or by at least one fourth of the members of a society registered in Uttar Pradesh, hear and decide in a summary manner any doubt or dispute in respect of the election or continuance in office of an office bearer of such society, and may pass such orders in respect thereof as it deems fit.

21. Provided that the election of an office bearer shall be set aside where the prescribed authority is satisfied.

(a) that any corrupt practice has been committed by such office bearer; or

(b) that the nomination of any candidate has been improperly rejected; or

(c) that the result of the election in so far it concerns such office bearer has been materially affected by the improper acceptance of any nomination or by the improper reception, refusal or rejection of any vote or the reception of any vote which is void or by any non compliance with the provisions of any rules of the society.

22. Explanation I-A person shall be deemed to have committed a corrupt practice who, directly or indirectly, by himself or by any other person:

(i) induces, or attempts to induce, by fraud, intentional misrepresentation, coercion or threat or injury, any elector, to give or to refrain from giving a vote in favour of any candidate, or any person to stand or not to stand as, or to withdraw or not to withdraw from being a candidate the election.

(ii) With a view to inducing any elector to give or to refrain from giving a vote in favour of any candidate, or to inducing any person to stand or not to stand as, or to withdraw or not to withdraw from being, a candidate at the election, offers or gives any money, or valuable consideration, or any place or employment, or holds out any promise of individual advantage or profit to any person;

(iii) Abets (within the meaning of the Indian Penal Code) the doing of any of the Acts specified in Clauses (i) and (ii)

(iv) Induces or attempts to induce a candidate or elector to believe that he, or any person in who he is interested, will become or will be rendered an object of divine displeasure or spiritual censure;

(v) Canvases on grounds of caste, community, sect or religion;

(vi) Commits such other practice as the State Government may prescribe to be a corrupt practice.

Explanation II- A 'promise of individual advantage or profit to a ' person' includes a promise for the benefit of the person himself, or of any one in whom he is interested

Explanation III. The State Government may prescribe the procedure for hearing and decision of doubts or disputes in respect of such elections and make provision in respect of any other matter relating to such elections for which insufficient provision exists in this Act or in the rules of the society.

(2) Where by an order made under Sub-section (1), an election is set aside or an office-hearer is held no longer entitled to continue in office or where the Registrar is satisfied that any election of office bearer of a society has not been held within the time specified in the rules of that society, he may call a meeting of the general body of such society for electing such office bearer or office bearers, and such meeting shall be presided over and be conducted by the Registrar or by any officer authorized by him in this behalf, and the provisions in the rules of the society relating to meetings and elections shall apply to such meeting and election with necessary modifications.

(3) Where a meeting is called by the Registrar under Sub-section (2), no other meeting shall be called for the purpose of election by any other authority or by any person claiming to be an office bearer of the society.

Explanation:-For the purposes of this section, the expression prescribed authority means an office or Court authorized in this behalf by the State Government by notification published in the official Gazette"

23. A bare perusal of the provisions of the Societies Registration Act would go to show that any seven or more persons associated for any literary, scientific, or charitable purpose, or for any such purpose as is described in section 20 of this Act, may, by subscribing their names to a memorandum of association, and filing the same with the Registrar of Joint- stock Companies, form themselves into a society under this Act. Memorandum of association shall contain (i) the name of the society; (ii) the objects of the society; and (iii) the names, addresses, and occupations of the governors, council, directors, committee, or other governing body to whom, by the rules of the society, the management of its affairs is entrusted. Copy of the rules and regulations of the society, certified to be a correct copy by not less than three of the members of the governing body, shall be filed with the memorandum of association. Section 3 of the deals with Registration and fees. Upon such memorandum and certified copy being filled along with particulars of the address of the society's office, then Registrar has to certify under his hand that the Society is registered under this Act. Registrar has also been conferred with the authority to issue public notice for inviting objections against the proposed registration and consider all objections received by him before registering the society. Under Sub-section (2) of Section 3 the Registrar has been conferred with the authority to refuse registration of society, and the only obligation cast upon him is to give opportunity to show cause against such refusal, and the ground on which refusal can be passed has been vested in clauses (a) to (d) of sub-section (2) of Section 3 of the Act. Section 3-A deals with renewal of certificate of registration. Sub-section (1) of Section 3A of the Societies Registration prescribes period for which registration shall remain in force and that is period of five years from the date of issue. Sub-section (2) of Section 3A deals with entitlement of the society concerned to have its registration renewed for a period of five years at a time. Sub-section (3) of Section 3A deals with the formalities which are to be complied with when an application for renewal of registration is moved. Sub-Section 4 of Section 3 of the Act provides that further application for renewal of the certificate of registration shall be accompanied by list of members of the managing body elected after the registration of the society or after renewal of certificate of registration and also the certificate sought to be renewed unless dispensed with by the Registrar on the ground of its loss or destruction or any other sufficient cause. Sub-section (5) of Section 3A provides that if a society which falls to get its certificate of registration renewed in accordance with this section within one year from the expiration of the period for which the certificate was operative shall become an unregistered society. A proviso has been attached to the same providing that the Registrar may, for sufficient cause, allow an application for renewal more than one year after the expiration of the period for which the certificate was operative on payment of a fee of fifty rupees. Sub-section (6) of Section 3A provides that where a certificate of registration is renewed in accordance with Sub-section (2) or Sub-section (5) such renewal shall operate from the date of expiration of the period for which the certificate was operative. Section 3B provides forum to adjudicate where any question arises in reference as to whether any society is entitled to get itself registered in accordance with Section 3 or to get its certificate of registration renewed in accordance with Section 3A, the matter shall be referred to the State Government, and the decision of the State Government thereon shall be final. Section 4 of the Societies Registration Act provides and obligate for filing annual list of managing body to be filled once in every year on or before the fourteenth day succeeding the day on which, according to the rules of the society, the annual general meeting of the society is held, and if the rules do not provide for an annual meeting, in the month of January, a list is to be filled with the Registrar, giving therein the names, addresses and occupations of the incumbents entrusted with the management of the affairs of the society. A proviso has been added to the Section provided that if the managing body is elected after the last submission of the list, counter signatures of the old office bearers do not countersign the list, the Registrar may, in his discretion, issue a public notice or notice to such persons as he thinks fit inviting objections within a specified period and shall decide all objections received within the said period.

24. Sub-section (2) of Section 4 clearly provides that 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 under Section 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 a correct copy and also a copy of the balance sheet for the preceding year of account. Section 4A obligates that every changes made in rules of the society has to be informed within thirty days of the change. Section 12 of the Societies Registration Act deals with authority of the society enabling it to alter, extend, or abridge their purposes. Section 12A deals with the change of name and Section 12B deals with Notice of change of name or objects. Section 12 C deals with effect of change of name or objects and Section 12-D deals with the power of Registrar to cancel registration in certain circumstances. Section 13 deals with dissolution of societies and adjustment of their affairs. Section 13A of the Societies Registration Act deals with the power of Registrar to apply for dissolution. Section 13B deals with dissolution by court. Section 16 deals with governing body. Section 19 deals with inspection of documents. Section 22 deals with the power of Registrar to call for information; Section 23 deals with audit. Section 24 deals with investigation of affairs of a society and Section 25 deals with election dispute of office bearers.

25. In exercise of power conferred under sub-section (1) of Section 33 of the Societies Registration Act, as amended in its application to State of U.P., U.P. Societies Registration Rules, 1976 have been framed with following provisions, namely; Rule 3, 4, 5, 6, 7, 8, 10, 11, 12, 15, 16, 17, 18 and 19 for carrying out the purpose of the Act. Relevant Rules are being quoted below:

"4. Rules and Regulation. The rules and regulation of a society may provide for the following matters:-

(a) The conditions of eligibility for membership of the society.

(b) The conditions under which the membership of the society shall cease.

(d) The registration and expulsion from the membership of the society.

(e) If the society is a trust, the appointment and removal of trustees and their powers and duties.

(f) Provision for annual general meeting and other meetings of the society, their time and place.

(g) The manner in which advance notice of such meetings maybe given.

(h) The quorum necessary for the transaction of business at meetings of the society.

(i) The manner of making, altering and rescinding of rules and regulations.

(j) The investment of funds, keeping of accounts, preparation of balance sheet and for an annual or periodical audit thereof.

(k) The procedure for the dissolution of the society.

(l) Disposal of the property of the dissolved society.

(m) Manner of framing of bye-laws, if any, and matters to be provided therein.

(n) Such other matters as may be deemed expedient having regard to the nature and objects of the society.

5. Procedure of filing document. (1) Every document required to be filed under the provisions the Act or these Rules shall be sent or delivered to the Registrar personally or shall be sent to him by registered post.

(2) The documents referred to in sub-rule (1) shall be neatly typed, printed or cyclostyled on only one side of the paper, and every page thereof shall be initialed by one of the signatories.

6. Registers to be maintained by the Registrar.- The Registrar shall maintain the following registers, namely:

(a) The Register of Societies in Form-I.

(b) The Register of Renewals in Form-II.

(d) Receipt Book in form-IV.

(e) The Register of Inspections in Form V.

(f) The Register of Copies issued in Form VI.

(g) The Register of Verification of Deposits in Form VII.

(h) Any other Register which the Registrar considers proper or which the State Government so directs.

7. Application for registration.- (1) Every application for registration of a society shall be immediately registered in the register referred to in sub-rule 6 (a).

(2) When the society has been duly registered under the provisions of the Act, , Certificate of Registration shall be issued in Form VIII and necessary entries shall be made in the said register.

8. Application for renewal.- (1) Every application for renewal of a Certificate of Registration received under Section 3-A, shall be immediately entered in the register referred to in rule 6 (b).

(2) If the application is in order, a certificate of renewal shall be issued in From IX and every such renewal shall be recorded in the registers referred to in clauses (a) and (b) of rule 6.

10. Application for inspection.- (1) Every application under Section 19 for inspection of any document shall be entered in the register referred to in rule 6 (e).

(2) The application shall be accompanied with a fee of rupees fifty payable in respect of each society for each day of inspection or part thereof.

11. Application for certified copy.- (1) Every application under Section 19 for certified copy or extract of a document or part thereof shall be entered in the register referred to in rule 6 (f).

(2) The application must clearly specify the document or documents of which the copy of extract is required.

(3) Application for copy of a certificate referred to in sub-rule (2) of rule 7 or sub-rule (2) of rule 8- Rupees fifty.

Application for copy of extract of any other document or part thereof Rupees ten for every one hundred words or part thereof.

(4) A self addressed postal envelope, bearing requite postage, should invariably accompany, if the copy or extract is desired by registered post.

(5) If the Registrar finds that the fee paid by the applicant is inadequate, the Registrar shall inform the applicant to make the deficiency good within a time to be specified. The registered envelope referred to above shall be used for the purpose.

(6) The applicant shall make the deficiency in the amount of fee good within the time specified by the Registrar. He shall also supply a fresh envelope as required by sub-rule (4).

(7) Where the applicant fails to make the deficiency good within he time specified by the Registrar, the application shall be rejected.

12. Change of name of society.-(1) Where any society registered under the Act has changed its objects under Section 12 or its name under Section 12A, it shall send the notice of such change under Section 12-B (1) to the Registrar within thirty days from the date of the resolution.

(2) A copy of the resolution changing the object or name of the society shall invariably be accompanied with the said notice, together with a copy of the minutes of such meeting.

(3) Where the Registrar is satisfied that the provisions of the Act or these rules regarding change in the object or name of the society have been complied with, he shall make the necessary entries in the register referred to in rule 6 (a).

(4) Where any change in the name of a society has been registered in accordance with sub-rule (3),a fresh Certificate of Registration shall be issued in Form X.

(5) Before issuing the fresh Certificate referred to in sub-rule (4), the Registrar shall send for the original Certificate of Registration and cancel the same.

15. Return of defective documents.- Application and documents which are defective or which are not in accordance with the provisions of the Act or these rules, shall be returned to the sender for rectification.

16. Fee not to be returned.- The documents of fee paid to the Registrar under the provisions of the Act or these rules shall be be refundable.

Provided that where any application for registration of a society has been returned for rectification under rule 15 and the same is received back after proper rectification, payment of fresh registration fee shall not be necessary.

17. Procedure regarding documents.- The documents received from a society under the provisions of this Act or these Rules, shall be filed along with original papers, if any, of that society and necessary entries shall be made in the register in Form-1.

18. Retention of record.- The following registers, documents and papers shall be retained permanently:

(a) The registered referred to clauses (a), (b), and (g) of rule 6;

(b) All the registered documents of the societies;

(d) All papers concerned with cancellation of register and dissolution of a society.

(e) References to the Government of Uttar Pradesh;

(f) All Government Orders; and

(g) Any other registers, documents and paper which in the opinion of the Registrar should be retained permanently

19. Weeding of record. The registers, documents and papers (other than those specified in rule 18), shall be weeded out after due consultation with the Inspector of Government Offices, Uttar Pradesh."

On the parameters of the provisions quoted above, the respective arguments advanced on behalf of the parties are being adverted to.

26. Authority of Assistant Registrar to go into the question of validity of amendment, under the provisions of Societies Registration Act, 1860, and the Rules framed thereunder is the core issue being addressed first.. Accepted position in the present case is that the petitioners themselves had applied for registration of the bye-laws of the society concerned on 29.05.2007. On 29.05.2007, concerned clerk was asked to examine. On 30.05.2007 report has been supplied, giving reference of documents and mention has been made that there is no change in governing body, proceedings for amendment are there, amended rules and other documents are as per rules, registration can be done. Assistant Registrar, on said recommendation, has made endorsement, 'accepted as proposed'. Thereafter, got it registered and also got certified copy of the same on the next date. Subsequent to the same new Bishop took over charge then claim was made that proceedings were manipulated by the outgoing Bishop in active collusion of the Principal of the Institution to perpetuate themselves. The provisions which have already been quoted above would go to show that in terms of Section 4A every change in Rule has to be intimated to the Registrar. Section 12 of the Societies Registration Act would be attracted when concerned society proceeds to alter, extend or abridge their purposes. The object of the society in question was to provide christian education and opportunities of teaching, witness and worship according to faith, doctrine and practices of the Church of India, Pakistan, Burma and Ceylon. In the event of changing objects of the society, special meeting has to be convened. Section 12A of the Act deals with change of name and Section 12B deals with notice of change of name or objects. Section 12C deals with effect of change of name or objects and Section 12D deals with Registrar's power to cancel registration in certain circumstances by a written order after providing opportunity if he is satisfied that the registration of Society or its name or change of name is contrary to the provisions of Societies Registration Act, 1860 or any other law for the time being force; activities or proposed activities are subversive of the object of the society or the registration or the renewal of the Society had been obtained by misrepresentation or fraud. Section 22 gives authority to Registrar to call for information, under Section 23 Registrar has authority to get the accounts of any society audited, Section 24 given power to the Registrar to investigate the affairs of the society and under sub-Section (5) thereof, Registrar has been vested with the authority to give suitable directions for the removal of defects, irregularities within the time frame provided for, and in the event of default to take further follow-up action under Section 12D or Section 13B, as the case may be.

27. Section 4A, already noted and quoted above, lays down that every change made in the rules of the Society has to be intimated by the Governing Body to the Assistant Registrar within 30 days of the change. Therefore, the petitioners were under a legal duty to send the amendment to the Assistant Registrar. It will be seen that Section 12A provides for the change in the name of the registered society. Section 12B provides for change in the name of objects. Section 12B (2) clarifies that the change in the name shall take effect from the date of such registration. Section 12C further clarifies that any proceedings already initiated shall be continued under the new name.

28. The amendment in the registered bye-laws of the society except for the change in the name do not require any registration by the Registrar. Section 4A (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. Amendment 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 takes effect on passing of the resolution qua the amendments carried out in the rules of the society.

29. Rule 5 of the U.P. Societies Registration Rules, 1976 provides for the procedure of filing of the documents. Rule 12, in reference to society where object has been changed under Section 12 or name under Section 12A, the said change is required to be sent under Section 12B (1) and after receiving the same, Registrar has to satisfy himself that change of name or object has been carried out as per the Act and Rules, then necessary entry has to be made in the register maintained under Rule 6 (a) The amendments made in bye-laws of the society are not required to be registered by the Registrar except for in the case of there being change of name. 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. However, in the present case, even though registration was not required, but request had been made by the petitioners for registration and same had been registered also by the Assistant Registrar on 30.05.2007. The further issue is that if any person connected with the affairs of the society disputes the resolution passed can such a situation be addressed by the Assistant Registrar after making the said resolution as part of record.

30. Division Bench of this Court in the case of Maha Narain Pandey vs. Registrar, Chit Funds, Firms and Societies, AIR 1984 Alld. 583, has taken the view that when dispute is raised in regard to amendment, the Registrar is duty bound to decide the same, and said action cannot be questioned on the ground of lack of jurisdiction. Paragraph 9 of the said judgment being extracted below:

"9. In view of S. 3 of the Registration of Societies Act the memorandum of association and rules are required to be filed with the Registrar at the time of registration of society. Under S. 4A changes made in the rules of the society are required to be intimated to the Registrar within thirty days of the change. Where a dispute was raised with regard to the amendment in the Samiti Patra and Niyamawali, the Registrar had to decide whether such change or amendment had in fact taken place. This jurisdiction could, therefore, be exercised by the Registrar under S. 3 read with S. 4A of the Act. Section 3A deals with renewal of registration. This matter also is required to be dealt with by the Registrar himself. Therefore, the finding recorded by the Registrar on point No. 3 cannot be challenged on the ground of lack of jurisdiction. The order of the Registrar so far as it relates to this point cannot therefore, be quashed, but it will have to be quashed so far as it relates to matter covered by point Nos. 1, 2 and 4. The view taken by us is in accord with view expressed in Vijay Narain Singh vs. Registrar, Firms, Societies and Chit Registration, U.P. Lucknow (1981 UPLBEC 308)."

31. Another Division Bench in Shiksha Samiti Degree College Garua Maksudpur and others vs. Registrar, Firms, Societies and Chits, U.P. Lucknow AIR 1990 Allahabad 110 in paragraph 5 has held as follows :-

"...If an amendment or amendments are made in the Bye-laws, they have to be incorporated in the Register under Section 4A of the Act. The Registrar at that time is entitled not only to find as to whether the meeting which made the amendment had taken place or not, but also to consider and apply his mind to the controversy if it arises before him whether the amendment is contrary to the provisions of the Act and the Rules. It has further to be seen that the amendment is not such which destroys the very purpose of the society for which it was incorporated. Furthermore, the Registrar under Section 12D of the Act could cancel the registration of any society in the circumstances enumerated in sub-section (1) of the said section. These circumstances have been mentioned in clauses (a) to (c) of sub-section (1) of Section 12-D. This power could be exercised also in respect of the amendment, which has been procured and got incorporated if a case falls under clauses (a) to (c). In the instant cases the Registrar found that the amendment was illegal and the same ran contrary to clause (b) of sub-section (1) of Section 12-D. In our opinion the Registrar had the power to do so and it is not correct that only an application under Section 12-D is made, the Registrar should simply find out the fact of passing the resolution by the Committee of Management and nothing more or nothing less if power is curtailed to the extent indicated by the counsel for the petitioner, the object of making amendment be bye-passed."

32. View to the similar effect that been reiterated in the case of Sri Sanatan Dharm Sabha vs. Registrar, Firms, Societies and Chits, AIR 1989 Alld, while considering the second argument. Paragraphs 13 and 14 of the said judgment is being extracted below:

"13. However, the second question which arises in the present case and which has been raised on behalf of the respondent is that the aforesaid resolution dated 21st April, 1985, was not passed at all and the said meeting was not validly called and further even if it is held it was called and the meeting was held the resolution amending the bye-law was only passed after the meeting was adjourned and thus there is no question of amendment of the bye-law in fact and on this ground the election held by the petitioner on 23rd August, 1987, on the basis of the said amendment in the bye-law could not be said to be valid.

14.It is significant in the impugned order the case of the respondent No. 4 has been recited by the authority by saying that an objection has been raised by Sri Madan Lal and others that no resolution for amending the bye-law was ever proposed nor it was passed, but no adjudication was made by the authorities. It was strongly contended by the learned counsel for the respondent No. 4 that since no such resolution was passed, nor it was proposed, therefore, there was no amendment of the bye-law. After careful consideration we are of opinion that this question requires consideration by the authority concerned. Since this was a question specifically raised even before the authority by the respondent No. 4 and if a conclusion is drawn on the basis of record there was no such resolution passed, or there was no such meeting held or if held it was illegal then there would be no question of any amendment of the bye-law. Since this raises pure question of fact it would not be right for this Court exercising its extra-ordinary jurisdiction under Article 226 of the Constitution to adjudicate on the same. We, therefore, direct the respondents to decide afresh the latter question after giving opportunity to the parties on the basis of relevant records of the case. In case the authority comes to the conclusion that such a resolution was passed by the said general body on 21st April, 1985, then such an amendment is liable to be treated to be valid and in case it is held otherwise there will be no amendment of the bye-law and thereafter in either case after coming to the conclusion it may then pass a consequential order either to treat the existing petitioner-committee to be validly elected or hold fresh elections in accordance with law treating the bye-law to be unamended if such a finding is recorded."

33. The decision of the Apex Court in Managing Committee, Khalsa Middle School and another v. Mohinder Kaur (Smt.) and another 1994 SCC (L&S) 24 has been considering the provisions of the Act applicable in State of Delhi, wherein except for Section 12A which requires registration, there is no requirement in the Societies Registration Act which requires registration of any amendment in the Memorandum of Association, or the Rules and Regulations of the Society. In Uttar Pradesh section 4-A of the Act applies whereas there is no similar or corresponding provision in the State of Delhi. The decision of the Apex Court would not be applicable to the facts of the present case, for the reason that authority of Registrar to go into the question of validity of amendment was not at all the issue involved, and the issue in hand was the respective effective date qua applicability of the amendments.

34. The power to make enquiry and investigation under Section 24 and to issue necessary directions clearly takes within its fold, authority of Registrar/ Assistant Registrar to annul resolution when Registrar/Assistant Registrar finds that proceeding undertaken is an outcome of fraud and manipulation and subversive to the objects of the Society. Proceedings under Sections 12D and 13B of the Societies Registration Act are ultimate action which are to be taken against the society and prior to taking of such action, the actions which are short of the same can also be undertaken, wherein only that part of the action, which is illegal, qua the same action can be taken and such offending action can be separated and annulled. To say that the Assistant Registrar has no authority to go into the question of validity of amendments cannot be accepted, for the simple reason that once papers are to be statutorily transmitted to the Assistant Registrar in terms of Section 4A for his information and the same has to be taken on record, as per Rules 5 and 17 of the Rules, then the Assistant Registrar is not mere post office and specially when certified copy of the same in terms of Section 19 is prima facie evidence of the matter contained therein in all legal proceedings, and qua the same if complaints are made that the meeting was an outcome of fraud and manipulation and total illegal resolution subversive to the objects of society has been passed, then requisite exercise can be undertaken to see and ensure that records are set straight. Assistant Registrar had full authority to decide the matter, as are incidental or conclusive to attainment of the object i.e. to ensure that object is not defeated and the affairs are not being mismanaged, by incumbents in the control of the affair of the Society. Here, in the present case Assistant Registrar did not lack jurisdiction to go into the question of validity of the amendments, once it has been brought to his knowledge and notice that entire things have been manipulated, as such this is a case where there is no lack of jurisdiction. The Judgment in the case of Shiksha Samiti Degree College, Garua Maksudpur and others vs. Registrar, Firms, Societies and Chits, U.P. Lucknow, AIR 1990 Alld. 110, is not at per incurium, and has rightly reposited the authority in the Registrar/Assistant Registrar to remedy the situation as per scheme of things provided for under Societies Registration Act, 1860 and Rules framed thereunder.

35. Judgment in the case of Prabha Shankar Mishra vs. State of U.P., 2009 (77) A.L.R. 713, proceeds to take view that before proceeding to register consequential changes, the authority is required to give its subjective satisfaction, and in the course of the same, could consider the objections raised by any other member, and thereafter Registrar has no authority to deal with validity of said amendment. The said judgment has not at all taken note of the situation, as has been taken note of by three Division Benches of this Court, consecutively, wherein amendment proceedings are an outcome of manipulation and manoeuvrings, as such said judgment will not come to the rescue of petitioner.

36. As already noted above, the amendments in the bye-laws of the Society except for change in name, do not require registration, but all changes made in the Rules are mandatorily required to be intimated to the Registrar, who has to maintain record, and on certified copy being asked for, has to supply certified copy, which is prima facie evidence of the matter therein. Here, in the present case name of the Society has not been changed, object of the Society as mentioned in the memorandum of association as well as the constitution has been kept intact, but radical changes have been made and qua the same complaint is there, that same are outcome of manipulation and manoeuvrings and subversive to the affairs of the society, backbone and the source of achieving objects have been obliterated in well calculated manner for personal gains. Once petitioners themselves have prayed for registration, registration, in fact, has been accorded, and thereafter complaint of manipulation/ manoeuvrings has been made against them for mismanaging the affairs of the society, then Assistant Registrar has full authority to go into the validity of amendments, registered by him on the earlier occasion.

37. Petitioners have also tried to contend before this Court that the Assistant Registrar in pith and substance, in the present case, has reviewed his earlier decision of registering the bye-laws of the society, whereas under the provisions of Societies Registration Act, there is no provision of review and in the absence of power of review, such exercise could not have been undertaken. Reliance in this regard has been placed on the judgment of Apex Court in the case of Dr. Smt. Kuntesh Gupta vs. Management of Hindu Kanya Mahavidyalaya Sitapur and others, AIR 1987 SC 2186 and Gaya Dutt Misra vs. District Inspector of Schools and others, 1995 (2) AWC 1118. The judgments which have been relied upon by the petitioners will not at all to their rescue, as in both the cases, issue of order being obtained by fraud or misrepresentation was not at all involved. Law is well settled that authority of review can be exercised when (I) authority of review conferred by statute; and (ii) every authority has got inherent authority to review its order, where order in question has been obtained by practicing fraud or misrepresentation or by sheer manipulation or is without jurisdiction. Once authority of review is provided for under the statute , then power of review is to be exercised within the parameters of review provided for in the statute, but once power of review has not been provided for, then inherently, said authority has got the authority to review its order once authority concerned is satisfied that there has been fraud or misrepresentation, or the order passed is without jurisdiction, in violation of principles of natural justice, and on such facts being brought to the notice and knowledge of the authority that on earlier occasion such an order could not have been passed, the authority can review its earlier order. Apex Court in the case of D.G. Rao vs. State of Jharkhand, AIR 2005 SC 4321, has taken the view that there is no legal bar or prohibition in administrative authority /body in seeking to review its earlier decision provided opportunity is provided to the incumbent in whose favour order had been passed on earlier occasion. Here, the Assistant Registrar has exercised administrative authority to make enquiry and thereafter taken remedial measure and once he was satisfied that large scale manipulations and manoeuvrings had been done by the petitioners, then he has annulled the resolution, then in this background to say that the Assistant Registrar could not have reviewed its earlier decision, cannot be subscribed, and specially when opportunity of hearing has been provided to the petitioners and the claim of the petitioners has been found to be an outcome of manipulation and manoeuvrings. The law is also well settled that if an authority has got the authority to do or perform any act, then equally the said authority has also authority to undo the same under Section 21 of the U.P. General Clauses Act, and specially, in the circumstances when precise contention is that manipulations and manoeuvrings have been done. In such a situation and in this background, the argument advanced on this score also has no substance.

38. The bye-laws of the Society amended and unamended, both are also being looked into to understand the original Rules, Constitution and Bye-Laws of 1952 in juxtaposition with the amendments made in the Rules, Constitution and Bye-Laws on 28.5.2007, the following comparative chart containing details of Original Rules 1952 and Alterations and Amendments made in it on 28.5.2007 is being extracted below:

Rule No.

Original Rules of 1952

Altered Rules by amendment made on 28.5.2007

Remarks 1.

In rules 3, 7, and 18, the expression "the bishop of Lucknow" shall mean the Bishop of Lucknow and in his absence the Bishop's Commissary

Deleted 3.

"(i) Ex-Officio Members : The following shall be Ex-officio members, namely,

(a) The Bishop of Lucknow

(b) The Commissioner of Allahabad-Jhansi Division.

(d) The Priest in charge of All Saints' Cathedral, Allahabad.

(e) The Secretary of the Education Board of the Lucknow Diocesan Council

(f) The Headmaster of the Boys' High School, Allahabad

(g) The Headmistress of the Girls' High School, Allahabad

(ii) Life Members :

A person who has subscribed a sum of not less than one thousand rupees to the Society shall, subject to the approval of the Governing Body, be a life membership

(iii) Ordinary Members :

Any person who agrees to pay the prescribed monthly subscription shall be eligible for election as an ordinary member.

(iv) Honorary Members :

Any person not already a member of the Society who is elected an officer of the Society or a member of the Governing Body shall be an honorary member."

All deleted 4.

Termination of Membership:

(e) on his absence from India for six consecutive months;

(f) if any honorary member, on his ceasing to be a member of the Governing Body.

Deleted

Deleted 7.

Chairman : The Bishop of Lucknow, unless he be unwilling to act shall be the Chairman of the Society.

Deleted 9.

Duties of Secretary:

(c) appoint and dismiss such clerks and servants as he shall consider necessary and upon such terms as he shall deem fit;

Deleted 11.

39. Governing Body Constitution:

The management of the affairs of the Society shall be vested in the Governing Body which shall consist of the officers of the Society and not less than twelve, not more than nineteen, other persons, and shall include not less than three ex-officio members. The members of the Governing Body shall be elected by the Society at its Annual General Meeting and shall hold office until the conclusion of the next Annual General Meeting.

40. Governing Body Constitution:

The Management of the affairs of the society shall be vested in the Governing Body which shall consist of officers of society and not less than 7 other members. The members of the Governing Body shall be elected by the Society at its Annual General Meeting and shall hold office for a term of five consecutive years and may or may not be re-elected.

Altered 13.

41. Termination of Membership of the Governing Body : If any member of Governing Body shall become insolvent or of unsound mind or cease to reside in the Diocese of Lucknow for a period of more than six consecutive months or shall signify to the Chairman his desire to retire, he shall, from the date of the happening of any such event, cease to be a member of Governing Body.

42. Termination of Membership of the Governing Body:

If any member of Governing Body shall become insolvent or of unsound mind or cease to reside in India for a period of more than a year or shall signify to the Chairman his desire to retire, he shall, from the date of the happening of any such event, cease to be a member of Governing Body.

Altered 17.

43. General Powers :

(c) to promote and contribute to any enterprise which shall have for its object the making or doing of any work or thing conducive directly or indirectly to the attainment of the objects of the Society;

(g) to appoint upon such terms as it deem fit the Principal and assistant teachers of the schools or colleges conducted by the Society; such persons being, if possible, communicant members of the Church of India, Pakistan, Burma and Ceylon, or of a Church in communion with it, and to suspend or discharge any principal and teacher.

(i) to appoint a Priest of the Church of India, Pakistan, Burma and Ceylon or of church in communion with it, and duly licensed by the Bishop of Lucknow, as School Chaplain; and to suspend and discharge him, To appoint and dismiss upon such terms as it deems fit the Managers, Directors, Bursars, Principal, Head Master, Head Mistresses of the Schools or Colleges through the Officers of the Society in writing in the name of the Chairman, such appointments shall then be confirmed by the House.

Deleted

Altered

Deleted 18.

44. Overriding Power of the Bishop of Lucknow:-

The Bishop of Lucknow shall have an overriding power to declare invalid any resolution of the Governing Body which in his opinion, contravenes the Constitution, Canons or Rules of the Church of India, Pakistan, Burma and Ceylon but such power must be exercised within 14 days of the said resolution being brought to his knowledge

Deleted 38.

Amendment to the Rules

45. These rules may be altered, amended or revised only at a meeting of the Society specially called for the purpose and then only if approved by at least three quarters of the members of the Society present at such a meeting.

Amendment to the Rules

46. These rules may be altered, amended or revised only at a meeting of the Society specially called for the purpose and then only if approved by at least three-fourth of all the members of the Society.

47. Explained and altered.

The Constitution of the Society which laid down the objects of the Society in detail was amended and Bishop of Lucknow Diocese and the Church of North India (in brief the C.N.I.) appears to have been omitted from the Constitution. The relevant part of the Constitution and the amendments made therein are as follows:-

Relevant part of Original Constitution of 1952

Relevant part of Amended Constitution on 28.5.2007

CONSTITUTION

48. The object of this Society is to advance the cause of Christian education in Allahabad according to the teaching of the Church of England as by law established, due provision being afforded by means of a conscience clause for the children of these parents who from any reason prefer that their children be not instructed in the distinctive doctrines of the Church of England), especially amongst the children of the European and Anglo-Indian population, in conformity with and agreeably to the provisions of the Rules of the said Society hereto annexed.

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 Allahabad Division, and the Collector for the time being of the Allahabad District, provided they do not decline the office, and the remainder such persons of their sex as may be elected by the existing Members of the Society provided that there shall always be in the Society a majority of persons who are Members of the Church of England and residents of Allahabad. The Society shall have power to fill up vacancies as may from time to time occur by election and should any Member other than the four ex-officio Members be absent from the meeting of the Committee for a whole year or tender his resignation, and in the case of the ex-officio Members should any of them respectively cease to hold the office of Bishop, Senior Chaplain of the Church of England, Commissioner of the Allahabad Division or Collector of Allahabad District, then in such case the seat of the Member so absent or vacating office shall become vacant.

49. The school shall be conducted in accordance with the principles of the Church of England, but shall be so regulated as to be available for children of all denominations, instruction in the distinctive doctrines of the Church of England not being compulsory on any child whose parents object thereto.

50. The schools shall be subject to the inspection of Government and of the Diocesan Council. There shall be daily prayers and regular scriptural instruction, which all the scholars shall attend. The Masters and Mistresses shall, if possible, be Members of the English Church. The Senior Chaplain of the Station shall be ex-officio a Member of the Society.

CONSTITUTION

(Amended in the year Lord two thousand and seven)

THE ALLAHABAD HIGH SCHOOL SOCIETY

(To be read in conjunction with Rules of The High School Society)

51. The object of this Society is to advance the cause of Christian education in Allahabad according to the teachings of the Church of India, Pakistan, Burma and Ceylon as by law established (due provision being afforded by means of conscience clause for the children of those parents who for any reason prefer that their children be not instructed in the distinctive doctrines of the Church of India, Pakistan, Burma and Ceylon, especially amongst the children of the European and Anglo-Indian population, in conformity with and agreeably to the provisions of the Rules of the said Society hereto annexed.

52. The affairs of the Society shall be managed by all members of the Society through a Governing Body duly elected every five years, from amongst them. In conformity with the stated Rules of the Society, the Honorary Secretary and the Honorary Treasurer shall have authority to execute all contracts and deeds on behalf of the Society.

The Bye-law no.7 was also deleted by amendment which is as below :-

Bye Laws of Society 24.11.1953

Amended Bye Laws of Society on 28.5.2007

BYE LAWS, AS PASED IN THE MINUTES OF THE GOVERNING BODY DATED NOV. 24, 1953

Bye Laws, In terms of Art. No.17 (j) the following Bye Laws were considered and passed.

7. That the Headmaster and Headmistress of the Schools shall be the Honorary Secretary of the Managing Committee in each case.

DELETED

53. The word 'Constitution' of the Society had been mentioned in section 2. Memorandum of Association has to contain objects of Society. In the present case the founders of the society mentioned the objects in the Memorandum of Association and consciously in addition to the same, also documented Constitution containing objects and the constitution of society. The Constitution which lays down the objects of the Society cannot be said or treated to be part of the Rules nor the Constitution can be treated to be part of the Regulations. The Constitution can only be treated as part of the Memorandum of Association. The Constitution lays down the objects of the Society to advance the cause of Christian education, according to the teaching of the Church of England as by law established. It also provided that the Society shall consist of Bishop of Lucknow and other members not exceeding 23. Three of the members shall be Senior Chaplain for the time being of the Church of England at Allahabad. Commissioner and Collector of Allahabad shall be the members. The school shall be conducted in accordance with the principles of Church of England and shall be regulated in accordance with the doctrine of Church of England. The Constitution further mentioned that the school shall be subject to inspection of the Government and of the Diocesan Council. Therefore, the inevitable conclusion is that the Constitution is the part of Memorandum of Association, as it not only provides object, but also the mode of achieving and fulfilling the said object. In the case of Rai Ram Charan Agrawal vs. Shridhar Mishra, 1962 A.L.J.148, view to the similar effect has been expressed.

54. The Court may now consider the question whether the activities of Society became subversive of the objects of the Society as has been found by Assistant Registrar. The word 'subversive'. According to Black's Law Dictionary, Ninth Edition the expression 'subversion' means the process of overthrowing, destroying or corrupting. The expression 'subversive activity' means a pattern of acts designed to overthrow a Government by force or other illegal means. According to Webster's Third New International Dictionary the expression 'subversive' means a person engaged in subversive activities or planning or attempting to subvert, overturn, overthrow, ruin utterly, raze, legally constituted authority specially by the employment of unconstitutional means. The comparative perusal of the amended Rules, Bye-laws and the Constitution demonstrates that wherever C.N.I. or Diocese of Lucknow or Bishop of Lucknow were mentioned either in the Rules or the Constitution, same has been deliberately deleted with a purpose to take away the institutions beyond the control and supervision of the C.N.I., Diocese of Lucknow and Bishop of Lucknow. The basic structure of the Society had been changed and the basic object for which the Society had been founded in the year 1861 and 1952 had been razed to ground by wiping out under the garb of amendment, the very source from where directives qua Christian teaching was to be received. All the opportunity of Christian teaching and practices of Church of India, Pakistan, Burma and Ceylon had been destroyed completely by overturning the table on the Diocese of Lucknow and C.N.I. Church of North India, as per the petitioners, is the successor of Church of India, Pakistan, Burma and Ceylon. Churches of North India has been constituted on 29.11.1970. Thereafter, society has been registered in the name of Diocesan Education Board, and the object of the said society as is reflected from Annexure R.A.-I is to serve the church and the country through sound education based on christian principle. Diocesan Eduction Board in association with Diocesan Council Diocesan of Lucknow of CNI was to control and manage 50 education institutions named in the appendix to the said bye-laws. Petitioner No. 2 has accepted the authority of Diocesan Eduction Board, and by virtue of being Principal of Boys High School, has even appended his signature in the capacity of member, as per page 63 of the paper book of the counter affidavit. Diocesan Eduction Board is not a new organization, rather same is the legal successor of former Education Boards and Committees of uniting churches. By making amendment petitioner has tried to snap the entire ties vis-a-vis society responsible for christian education in North India, and making the entire affair to be purely private affair. The amendments made are speaking for themselves, and the said amendments clearly seek to abrogate the core value of spreading christian education, by delinking the same from the body responsible for christian education, led by the Bishop. The amendments clearly violate the basic structure of the Society. Petitioner has tried to contend before this Court that subsequently registered society cannot claim control over the institution which are running for more than 100 years, and for this purpose has placed reliance on the judgment of this Court in the case of Committee of Management vs. State of U.P., 2006(4) ADJ 467. Petitioner No.2 has been appointed as Head Master of the Institution, by the appointment letter issued by the Bishop of Lucknow, on the letter head of Dioces of Lucknow, Church of North India, on 12.,01.1988 and prior to it Society with the name of Diocesan Eduction Board was already there, registered on 24.01.1975, and its authority and jurisdiction, extended to establish, administer, control and supervision of institution situated in the Dioces of Lucknow, under the authority of Lucknow Dioces Council of the Church of North India. Dioces Educational Institutions are of two kinds; (I) those in the cases of which ownership and control is legally vested in the Dioces of Lucknow and which are under the control of Lucknow Diocesan Council; and (ii) those over which Lucknow Diocesan Council have been asked to administer through any Board, Society or Committee. Here the records reflect that petitioners institution also became member of the Society, as in the Appendix concerned name of petitioners institution is there, and affairs of the institution was being managed under the supervision of the Diocesan Eduction Board and Petitioner No.2 had also been participating, and it is only when he visualised that his term as Principal is coming to an end, he entered in unholy alliance with outgoing Bishop, then large scale amendments have been sought to be incorporated which will keep him away from Dioces Education Board.

55. 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 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.

56. Coupled with this, in the present, the proceedings on its face value are outcome of manipulation, inasmuch as, accepting the version of the petitioner that there were fourteen members, in well calculated manner only nine members were given notice through peon and rest of them were sought to be served through U.P.C., whereas in the minutes of the meeting, it has been recorded in front of their names, "apologies received". No reasonable explanation has been furnished as to why such distinction had been drawn to sent notice to a group persons by peon and to rest by U.P.C., which was inclusive of the notice to the District Magistrate and the Commissioner also. Manipulations have been dealt with in extenso by the Assistant Registrar, Firms, Societies and Chits. Manipulations did not rest here, the Principal of the institution submitted papers under Section 4A of the Act on 29.05.2007, and the most surprising feature is that in the said papers so submitted and which form part of record, affidavit dated 30.05.2007 was appended, which form part of the original record at running page 277. On the original application mention of affidavit is there at item No.7 and on 29.05.2007 itself, Assistant Registrar has asked one Gautam to examine and submit comments. Statement of fact that affidavit was filed next day thereafter cannot be accepted. Not only this, resolution dated 30.11.2007, which forms part of original record at running page 265, duly certified was also appended and therein most surprisingly minutes of meeting dated 23.11.2006 have been confirmed. The Assistant Registrar, Firms, Societies and Chits has noted all these factual aspect of the matter and found that this was a glaring case of manipulations, and in this background, has proceeded to annul such resolution and has given directives for convening meeting of general body for the said purpose.

57. Minutes of various meetings have been appended before this Court, and are there with the original records, produced by both the sides, i.e., by Assistant Registrar and by the petitioners,and after going through the same, the factual situation as is emerging is that since 1988 Mr. C.V. Innis was working as Principal of BHS. The Bishop of Lucknow Diocese, C.N.I. was the Chairman, members and ex-officio members constituted the Governing Body of the Society. The Annual General Meeting of the Society was held on 28.2.2003. Rt. Rev. A.R. Stephen was elected as Chairman, Dr. S.D. Chand, Secretary Diocesan Education Board was elected as Vice-Chairman, Mr. C.V. Innis as Secretary and Mrs. P. David as Treasurer. The term of the officers and Governing Body elected on 28.2.2003 was till the next Annual General Meeting of the Society. The next Annual General Meetings of the Society or the elections/nominations of officers were not held till 28.5.2007. The proceedings of the meetings held on 27.11.2004, 28.11.2005 and 23.11.2006 disclose that these meetings were not Annual General Meetings. There was no Agenda for holding the elections/nominations of officers of the Society nor any agenda was there for filling casual vacancy of members. After 28.2.2003 no election of the officers or governing body of the Society was held till 28.5.2007.

58. In the meeting which took place on 27.11.2004 at the Bishop House, three officers, one ex-officio member and six ordinary members of the Society were present. One ex-officio member and four ordinary members were absent. In the meeting Col. John Taylor (Retd.) was nominated as recording secretary of the meeting. Under ''Any Other Business', Mr. C.V. Innis highlighted the need for amendment of the Memorandum of Association and Articles of Association. A decision was taken appointing Mr. C.V. Innis and Col. John Taylor (Retd.) a two member sub-committee to consider necessary changes/amendments in the Constitution of the Society. The Governing Body consisted of only 10 ordinary members which was less than minimum 12 members fixed by Rule 11. Only three officers of the Society were present which was short by one officer and only one ex-officio member was present which was short by two. Rule 19 provides for holding of the Annual General Meeting of the Society once in every year and the officers and governing body were to be elected in the Annual General Meeting as per Rule 20. In the meeting held on 27.11.2004 no election of officers of the Society as laid down by Rule 8 took place nor the casual vacancies of members as provided by Rule 14 were ever filled.

59. Another meeting of the Society took place at the Bishop House on 28.11.2005. In the meeting three office bearers, two ex-officio members and eight ordinary members were present. Two ordinary members were absent. The two member sub-committee on 10.9.2005 submitted a report to the Chairman. The report was accepted and six members amendment committee was constituted, namely, Mr. C.V. Innis, Col. John Taylor (Retd.), Rev. G. Daud, Mrs. D. Innis, Mrs. P. David, Ms. P. Singh and Dr. L. Anthony. It was to submit its report and draft of the amended Constitution and Rules in the next meeting. In this meeting also no election of officers of the Society took place nor the casual vacancies of members were filled. It is relevant to point out over here that in the meeting on 28.11.2005 under ''Any Other Business', Mary Lucas School was adopted by the Society which had been minuted in the Diocesan Education Boards minutes of 1989, page 71 of writ petition.

60. The amendment committee meeting was held on 25.9.2006 and recommendation for amending Rules/Constitution/Bye-laws was made. The next meeting of the Society was held on 23.11.2006. A resolution was passed for calling a Special General Meeting for amending Rules/Constitution/Bye-laws. In this meeting also there was no agenda for holding the election of officers or the Governing Body of the Society. No casual vacancies were filled. In this meeting the draft amendments were directed to be prepared. Special General Meeting held on 28.5.2007 for considering the amendments.

61. On 09.05.2007 the Secretary issued notice fixing 28.5.2007 for holding the Special General Meeting of the Society. The meeting took place on 28.5.2007. Service of the notice for this meeting is concerned it is alleged that those members who were in the group of Mr.C.V. Innis were served by peon as mentioned in the peon book. The notices to the ex-officio members and ordinary members who were not in good books of Mr. C.V. Innis was sent under postal certificate, as they would have stalled the move so undertaken. Such members were the Commissioner of Allahabad, District Magistrate Allahabad, Dr.S.D. Chand, Dr.L.R. Anthony, Dr. P. Singh and V. Esubius though all these members were at Allahabad, and there Allahabad address has also been mentioned. They have clearly stated that they had not received any notice of the Special General Meeting scheduled to be held on 28.5.2007. In the Special General Meeting held on 28.5.2007, four officers of the Society were shown to be present. Col. John Taylor (Retd.) was nominated as recording secretary of the meeting held on 27.11.2004. In the meeting held on 28.11.2005 he was shown as an ordinary member. In the Special General Meeting of the Society which took place on 28.5.2007 he was shown as Vice-Chairman of the Society. When he was elected/nominated as Vice-Chairman is not on record. The proceedings and minutes of the meetings dated 27.11.2004, 28.11.2005 and 23.11.2006 make it clear that no elections of officers of the Society took place as there was no agenda. Col. John Taylor (Retd.) who was shown as Vice-Chairman of the Society in the meeting of 28.5.2007 was never elected prior to the amendments on 28.5.2007 but he was illegally shown as Vice-Chairman of the Society. In the Special General Meeting dated 28.5.2007 four officers of the Society as alleged by the appellant were present. Five ordinary members were present. Total nine members of the Society were present and one ex-officio member and four ordinary members were shown to be absent. All these documents clearly show and demonstrate that in a well calculated manner proceedings were sought to be manipulated and deliberately and willfully proceedings have been stage managed, so that the proceedings can be manipulated to the advantage of the petitioners and total relationship with Dioces Education Board is snapped.

62. In the present case after the said amendments dated 28.05.2007 had been made, copy of the same were sent for registration before the Assistant Registrar, Firms, Societies and Chits, Allahpur, Allahabad on 29.05.2007 and on presentation of the aforesaid papers, the Assistant Registrar made an endorsement directing the official concerned to examine the amendments and submit the same along with his comments. On 30.05.2007 certified copy was asked and certified copy of the amended bye-laws was supplied to the petitioners. In the year 2009 when new Bishop took over charge, then complaint was made that all these amendments were outcome of fraud and manipulations. Taking cognizance of the said complaint notices had been issued to the petitioners to show cause on the said score. On the notice being issued, petitioners submitted reply justifying the validity of the amendments so carried out, by contending that the amendments were lawful amendments and had been carried out by specially convened meeting as per bye-laws of the society. The authority of the Assistant Registrar of initiating proceeding had been subject matter of challenge, and writ petition filed against the same was dismissed; special appeal filed has also been dismissed and Apex Court too refused to interfere with the order in Special Leave Petition filed before it. However, liberty was given to address the Assistant Registrar further. On 17.06.2010, order passed by Hon'ble Apex Court was produced before the Assistant Registrar, Firms, Societies and Chits, for filing additional written submission, in respect of jurisdiction and other matters. In this regard time was accorded till 21.06.2010 with the consent of the parties. Pursuant thereto both the parties i.e. the petitioners as well as the complainants gave their written arguments within the time agreed upon. Both the written arguments form part of the impugned order. Written arguments filed on behalf of the petitioners are clearly reflective of the fact that legal arguments had been advanced to show and demonstrate the manner in which amendments had been carried out are legal and there is no infirmity in the same. Written arguments filed from the side of the complainant has been perused and compared with the earlier submission available on record, therein nothing new has been mentioned except for the legal submissions, which had been mentioned on earlier occasion and which had been adequately met by the petitioners. The petitioners have not been able to show and demonstrate as to what new facts have been mentioned in the representation dated 19.06.2010, inasmuch as, record in question contains earlier arguments/written submissions on the said score, which are more or less repetition of earlier averments mentioned except for this there is no change in the stand, which has been taken from the very beginning from the side of respondents. Once this is the factual scenario that nothing new has been added in the representation dated 19.06.2010 except for reiterating the same legal arguments, then to say that on account of non-supply of the said representation, petitioners have been prevented from putting forth their case, cannot be accepted, as each and every legal argument has been adequately put forth by the petitioners. No fresh evidence has been brought on record, and only fact which has been brought on record, are legal arguments, which had already been made in the past and some judgments in support of the same and petitioner in his representation dated 21.06.2010 has explicitly tried to meet out said arguments, running from page 263 to 267 of the paper book. Petitioners fully knew well the issues raised against them, and have consciously addressed, each issue. Before the Assistant Registrar, Firms, Societies and Chits, there is no provision of providing oral hearing and the matter has to be decided on the basis of records available on the basis of respective claim claim set up by the parties concerned. In the present case too matter has been decided on the basis of records available and on the own papers of the petitioners, after noticing the issues raised by the petitioner, as such in the facts of the case, it cannot be said that the principles of natural justice have been flouted, inasmuch as, the petitioners have contested the case up to Apex Court, and they were well aware of the issue that had to be addressed by them before the Assistant Registrar and in this regard have raised the issue of jurisdiction and tried their level best to justify the validity of the amendments so undertaken. Petitioners have not stated what further could have been stated by them. In such a situation and in this background, complaint made on this score that principles of natural justice have not been complied with by supplying copy of written submission dated 19.06.2010 and copy of judgment cannot be accepted, and petitioners have miserably failed to substantiate any prejudice on the said score.

63. Petitioner has tried to contend that history of the society has been noted along with other material without providing opportunity of hearing . In the entire body of writ petition, petitioner has not given any statement of fact, as to in what way and manner history of the society is wrongly recorded, and the documents referred to were not in the knowledge of the petitioner, as the said documents are part of the correspondence and nothing beyond it. Moreover, the letter dated 19.11.1995 of I.G. (Police), referred as confidential letter has not been relied upon to return finding against the petitioner and same has been merely referred to show the background of the society. Petitioner, in the present case has failed to show and demonstrate prejudice, on account of said facts being taken into consideration, specially when entire focus was qua the alleged amendments. Hon'ble Apex Court, in the case of Union of India vs. Alok Kumar, 2010 (5) SCC 349, has taken the view that some element of prejudice has to be established before action taken is held to be bad and further in on admitted or undisputable facts only one conclusion was possible, then in such a case, principles of natural justice in itself prejudice would not apply. Principle of natural justice have been evolved to uphold rule of law and to assist the individual to vindicate his just rights. The elaborate discussion made in the earlier part of the judgment clearly substantiate the way and manner in which manipulation has been sought to be made by the petitioner and de-facto prejudice is not at all there, as such in the facts of the case, it cannot be said that principles of natural justice has been violated.

64. Petitioners have stated that five affidavits have been taken on record without providing any opportunity to cross examine them or to permit verification of the signatures made by them, and as such serious prejudice has been caused to them. The incumbents, who have given affidavits are the said persons, who had vital interest in the affairs of the society and institution and entitled to participate in the meeting and qua who it has been alleged that notices had been sent by U. P.C. along with notices sent to the Commissioner and the District Magistrate concerned. Said incumbents on 20.02.2010 have given affidavit before the Assistant Registrar, Firms, Societies and Chits and therein meeting dated 28.05.2007 has been disowned and it has been reiterated that the proceedings have been manipulated. As far as contents of the affidavits are concerned, it cannot be said by the petitioners that they were unaware of the contents of the affidavits filed by these five incumbents, inasmuch as, even before this Court in Special Appeal filed by the petitioners themselves, factum of affidavit filed by Dr. L. Anthony, Vineeta Esuvias, S.D. Chand, Secretary, Diocesan Education Board, R. G. Gaur, treasurer, Diocesan Lucknow and P.S. Singh, Secretary was clearly mentioned. The petitioners had been contending that their signatures be verified and right to cross examination ought to have been afforded. The Assistant Registrar, Firms, Societies and Chits while exercising administrative authority does not act as a court, wherein opportunity of cross examination is to be provided for. Here, in the present case, these five incumbents have been disputing that no such meeting had taken place and this is not at all case of the petitioners that these five persons ever participated in the meeting. Service of notice on these five incumbents has already been found manipulated exercise. Most surprising feature of the proceedings maintained by the petitioners is that same are maintained on loose sheets. In reference to board meeting, a loose sheet contains attendance and the other corresponding loose sheet shows resolution passed and signed by four members. Once this is the factual scenario then proceedings can be manipulated at any point of time and this has been the precise case of the persons swearing affidavits that the minutes of the meeting has been manipulated,then in such circumstances as asserted by the petitioner No.2 that he had not been given right to cross examine and hand writing expert's report has been called for, will in no way assist the petitioners, specially in view of the backdrop of the case noted in detail in the earlier part of this judgment showing the way and manner in which proceedings have been manipulated.

65. Much emphasis has been laid by the petitioners that in the present case quorum in question was complete and totally wrong opinion has been formed . In order to consider this contention of the petitioners, relevant Rules of the Society is being looked into, and for ready reference such Rules are being reproduced below:

"2. Classes of members: - There shall be four classes of members, namely

(I) Ex-officio members,

(ii) Life members,

(iii) Ordinary members

(i) Ex-Officio Members : The following shall be Ex-officio members, namely,

(a) The Bishop of Lucknow

(b) The Commissioner of Allahabad-Jhansi Division.

(d) The Priest in charge of All Saints' Cathedral, Allahabad.

(e) The Secretary of the Education Board of the Lucknow Diocesan Council

(f) The Headmaster of the Boys' High School, Allahabad

(g) The Headmistress of the Girls' High School, Allahabad

(ii) Life Members : A person who has subscribed a sum of not less than one thousand rupees to the Society shall, subject to the approval of the Governing Body, be a life member

(iii) Ordinary Members : Any person who agrees to pay the prescribed monthly subscription shall be eligible for election as an ordinary member

(iv) Honorary Members : Any person not already a member of the Society who is elected an officer of the Society or a member of the Governing Body shall be an honorary member."

4. Termination of Membership:- A member shall cease to be a member of the Society:-

(a) on his resignation, to be signified in writing;

(b) on his death;

(c) on the passing of a resolution by not less than three fourth of the members present at a general meeting specially convened for the purpose that he should cease to be a member;

(d) on his absence from India for six consecutive months;

(e) on his subscription being in arrears for a period of more than six months;

(f) if an honorary member, on his ceasing to be a member of the Governing Body.

11. Constitution :- The management of the affairs of the Society shall be vested in the Governing Body which shall consist of the officers of the Society and not less than twelve, not more than nineteen, other persons, and shall include not less than three- ex-officio members. The members of the Governing Body shall be elected by the Society at its Annual General Meeting and shall hold office until the conclusion of the next Annual General Meeting.

24. Quorum:- The quorum shall consist of one-third of the members of the Society. If at a General Meeting there is no quorum present the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same time and place on the following day, and if at such adjourned meeting a quorum of members shall not be present the members present shall form a quorum.

27. Minutes:- Minutes of all general meetings of the society or meetings of the Governing Body and of any committee of the Governing Body shall be recorded in books kept for that purpose and shall be signed by the Chairman of the next succeeding meeting, and every minute purporting to be so signed shall be prima facie evidence of the facts stated therein.

"38. These Rules may be altered, amended or revised only at a meeting of the Society specially called for the purpose and then only if approved by at least three quarters of the members of the Society present at such a meeting."

66. In accordance with Rule 11 the Governing Body of the Society should consist of at least nineteen members, namely, four officers of the Society, minimum twelve members and three ex-officio members. Rule 19 provides for Annual General Meeting. Rule 21 provides for extraordinary general meetings and Rule 24 provides the quorum at the general meetings. If an Annual General Meeting or extraordinary general meeting is held then Rule 24 will come into play and one third of the members of the Society may constitute the quorum. But Rule 24 which provides quorum for the aforesaid meetings would not be applicable to the Special General Meeting which is required to be held under Rule 38. The reason appears to be that Rule 38 provides for amendments, alterations and revision of the Rules, only at a meeting of the Society specially called for the purpose and the amendments have to be approved by at least three quarters of the members of the Society present at such a meeting. It is also relevant to mention over here that for other meetings quorum of one third members of the Society had been provided whereas for Special General Meeting Rule 38 provides that three quarters members of the Society have to be present at the meeting. Rule 4 (c) further clarifies the situation, wherein also in general meeting specially convened, the key words are on the passing of resolution by not less than three fourth of the members present at such general meeting. Consciously such departure has been made in the Rules. Therefore, the argument of learned counsel for the appellants that quorum provided by Rule 24 would be applicable is devoid of any merits. The quorum of the Special General Meeting is provided itself by Rule 38. Rule 38 being a special provision, the general provision of quorum provided by Rule 24 would not be applicable to Special General Meeting under Rule 38.

67. In the Special General Meeting of the Society for amending the Rules, Constitution, and Bye-laws as per Rule 38, three quarters of members of the Society were required to be present at the meeting for amending or altering the Rules, Bye-laws and Constitution of the Society.

68. 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 on 28.5.2007 only 9 (nine) members were present. Three quarter member of 14 members would be 10.5 (ten and a half) members. Therefore, according to Rule 38 at least 10 members were required to be present at the Special General Meeting held on 28.5.2007. In absence of quorum laid down by Rule 38, neither the amendments could be passed in the Special General Meeting of the Society on 28.5.2007 nor the amendments made on 28.5.2007 could be registered by the Assistant Registrar.

69. Two judgments relied on by the petitioners in the case of Knowless vs. Zoological Society of London, 1959 (2) All. E.R.595 and Abbat vs. Treasury Solicitor and others, 1969 (3) All. E.R. 1175, will not at all come to rescue of the petitioners, in view of the specific language used in the bye-laws of the society of the present case. In the said case, as construction of provision in question was going to lead to absurdity on account of the fact that when meeting in question was to be held as to how many valid members were there could not have ascertained; in such circumstances such a view had been taken therein. Second case is more on estoppel/acquiescence by conduct, whereas in the present case language is very clear and precise distinction is also reflected from the fact that under rule 4(c) which deals with termination of membership, it has been clearly provided that on passing of resolution by by not less than three fourth of the members present at a general meeting specially convened for the purpose, whereas language under rule 38 is couched in a different form by providing that the Rules may be altered, amended or revised only at a meeting of the Society specially called for the purpose and then only if approved by at least three quarters of the members of the Society present at such a meeting. Once Rules are clear and categorical, then no different meaning can be given to it, as has already been discussed in preceding paragraphs of this judgment. Distinction is apparent from comparative assessment of rule 4(c) and rule 38. Coupled with this, the petitioners have have also reframed rule 38 in the same manner that these Rules may be altered, amended or revised only at a meeting of the Society specially called for the purpose and then only if approved by at least three fourth of all the members of the Society. Thus the meeting has rightly been held to be illegal in the absence of quorum, apart from the fact that it was an act of manipulation.

70. In the present case, Assistant Registrar, Firms, Societies and Chits while passing order has mentioned that at the point of time when amendments in question had taken place, society in question was unregistered, and as such such an exercise could not have been undertaken. Under the Societies Registration Act, 1860, when a society becomes unregistered is a concept not unknown, and remedial provision is fully reflected from the provisions as contained under Section 3A (6), which clearly provides that where a certificate of registration is renewed in accordance with sub-section (2) or sub-section (5) such renewal shall operate from the date of expiration of the period for which the certificate was operative. Renewal is accorded to the society for a period of five years and on expiration of five years' period, society in question becomes unregistered and net effect of the same is that whatever benefit society is entitled to get as registered society, same gets denuded and obliterated, and the moment it is renewed, then it relates back to the date when renewal had lapsed. Hon'ble Apex Court in the case of I. Nelson and others vs. Kallyan Paslorale and others, 2007 (1) A.W.C. 162 has taken the view that, where elections had been set aside on the premises, that the society has become defunct once, by holding that a society need not necessarily be held to have become defunct only because certain statutory provisions have not been complied with. This Court also holds the same view, for the simple reason that step for renewal of registration of society, after expiry of the period for which it was registered/renewed, in all eventuality has to be undertaken by the office bearers of unregistered society, and once renewal is accorded, same would relate back to the date when renewal had lapsed, meaning thereby that by operation of legal fiction, society would be deemed to have been registered, at all point of time. Once society in question had become unregistered society, on the papers being submitted by the petitioners, for registration of amendments then at the said point of time, the Assistant Registrar ought to have made enquiries as to whether registration was subsisting or not, and enquiry ought to have been made, then insistence ought to have been made to get renewal proceedings done first before taking documents on record. But here in the present case registration of amendments has been done, documents had been taken on record and thereafter society in question had been got renewed. The fact that renewal relates back to the date when registration of society had lapsed, cannot be ignored as such. On the date when Assistant Registrar was proceeding to examine the matter as to whether amendment has been validly taken or not, then in case by that time renewal proceedings had been undertaken, then at the point of time when amendment proceedings had been undertaken society was unregistered was of no relevance and the Assistant Registrar was to confine himself only in reference to the validity of the proceedings as to whether the same was outcome of manipulation and manoeuvrings as has been alleged. The fact that on renewal being accorded same relates back to the date when society became unregistered, and same in no manner affects the action taken during this interregnum period, in such a situation and in this background, the observations made by the Assistant Registrar that the society on the date when it passed resolution for seeking amendments was unregistered society during that period and could not have been undertaken such exercise is not being approved of, but as here over all examination has been done by the Assistant Registrar, and amendments have been over all found to be sheer act of manipulation, as so no interference is called for.

71. Manipulation/manoeuvrings vis-a-vis equitable justice under Article 226 of the Constitution cannot dwell together. In the present case, this is writ apparent 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 dis-advantage of the society, and therein Dioces Education Board and the Bishop who were the pivot of christian education have been deliberately kept at bay. In such a situation and in this background, any interference with the impugned order would amount to perpetuating the illegality and subscribing to apparent illegality committed. Once opportunity has been provided, there is material in support of the opinion formed, then there is no occasion/scope to interfere with the opinion formed, in the background of the case noted above, in exercise of authority of judicial review vested under Article 226 of the Constitution.

72. Civil Misc. Writ Petition No.75501 of 2010 has been filed asking the Assistant Registrar , Firms Societies and Chits to pass appropriate order regarding registration of list of office bearers of Allahabad High School Society under Section 4 of Societies Registration Act, 1860, in pursuance of the proceeding dated 4.10.2010.

73. Petitioners of Civil Misc Writ Petition No. 46551 as well as Respondents have opposed the prayer made, by contending that petitioners have no concern either with the Society or with the institution.

74. Petitioners have stated that Anglican Church of India is the successor of Church of India, Pakistan, Burma and Ceylon, and alone has the right to manage the institutions and Church of North India has no authority or jurisdiction to run and manager the Churches, as well as the properties of church of India, Pakistan, Burma and Ceylon.

75. Record in question reflects, that Church of North India in association with Diocese Council of Diocese of Lucknow of Church of North India was to manage and control the institution shown in the list and since then said position has been continuing, under the supervision of Diocese Eduction Board, with the local management. Petitioner in the facts of case, is trying to make his way, looking into the dispute created by Principal against Diocese Education Board. Petitioners have miserably failed to to demonstrate before this Court that at any point of time they had ever run or managed the affairs of the institution. In the absence of there being prima facie, the remedy of petitioner lies in filing suit for declaration of their rights, if any.

76. Both the writ petitions are accordingly, dismissed. Interim order is vacated.

77. No order as to costs.

Subject	Constitution
Court	Allahabad High Court
Decided On	Feb-22-2011
Case Number	Writ Petition No.46551 of 2010; Writ Petition No.75505 of 2010
Judge	V.K. Shukla, J.
Acts	Constitution of India - Article 226; Societies Registration Act, 1860 - Section 2, 3, 3A, 3B, 4, 4A, 12, 12A, 12B, 12C, 12D, 13, 13A, 13B, 16, 19 ; U.P. Societies Registration Rules, 1976 - Rule 3, 4, 5, 6, 7, 8, 10, 11, 12, 15, 16, 17, 18 and 19
Appellant	Allahabad High School Society, Allahabad Through Its Secretary C.V. Innes and Another
Respondent	State of U.P. and Others
Cases Referred	and Abbat vs. Treasury Solicitor and

Allahabad High School Society, Allahabad Through Its Secretary C.V. Innes and Another Vs. State of U.P. and Others - Court Judgment