REPORTABLE  

 IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

CIVIL APPEAL NO. 4329  OF 2011 (Arising out of Special Leave Petition (C) No. 9353 of 2011)

Allahabad High School Society, Allahabad & Anr.       .... Appellant(s)

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

     J U D G M E N T  

P. Sathasivam, J.

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

2) Leave granted.

3) This  appeal  is  directed against  the judgment  and final  

order dated 25.03.2011 passed by the Division Bench of the  

High Court of Judicature at Allahabad in Special Appeal No.  

281 of 2011 whereby the Division Bench confirmed the order  

dated 22.02.2011 passed by the learned Single Judge and the  

order  dated  24.07.2010  passed  by  the  Assistant  Registrar,  

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Firms,  Societies  &  Chits,  Allahabad,  who  cancelled  the  

proceedings related to amendments registered on 30.05.2007.

4) Brief facts:

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

referred to as “the Society”) was established in the year 1861  

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

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

According to the constitution of the Society, it was established  

and  registered  with  the  object  to  advance  the  cause  of  

Christian education in Allahabad, according to the teaching of  

the  Church  of  England  as  by  law  established,  especially  

amongst  the  children  of  the  European  and  Anglo-Indian  

population,  in  conformity  with,  and  agreeably  to,  the  

provisions of the Rules of the Allahabad High Schools Society,  

1952 (in short ‘the Rules’).  The memorandum of the Society  

contains various clauses which includes that the Society shall  

consist of the Bishop of Lucknow and of other Members not  

exceeding 23, three of whom shall be respectively the Senior  

Chaplain  for  the  time  being  of  the  Church  of  England  at  

Allahabad,  the  Commissioner  for  the  time  being  of  the  

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Allahabad Division and the Collector for the time being of the  

Allahabad District.  The affairs of the Society shall be managed  

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

the  Honorary  Secretary  and  the  Honorary  Treasurer  of  the  

Society, shall have the authority to execute all contracts and  

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

School shall be conducted by a Standing Committee of all the  

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

School shall be conducted by a Standing Committee of all the  

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

subject  to  the  inspection  of  the  Government  and  of  the  

Diocesan Council and make such returns as may be required  

by the Diocesan Council from time to time.

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

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

30.05.2007  and  the  above-said  information  was  also  

communicated to the Assistant Registrar, Firms, Societies &  

Chits, Allahabad.   Since several objections were raised about  

the amendments made on 28.05.2007, the Assistant Registrar,  

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who is the competent authority under the Act, after analyzing  

all  the  materials  with  reference  to  various  clauses  of  

memorandum,  had  concluded  that  the  amendments  were  

made  arbitrarily,  unlawfully  and  without  following  the  

democratic process, and in contravention of the provisions of  

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

24.07.2010,  cancelled  the  registration  of  the  proceedings  

related  to  amendments  registered  on  30.05.2007,  under  

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

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

Registrar issued direction to the Bishop, Diocese of Lucknow,  

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

the Governing Body under  the Rules,  to convene a General  

Body  Meeting,  after  informing  all  the  Members  about  the  

present  situation  and circumstances  and  reasons  regarding  

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

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

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

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

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

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

of  the  claim  with  reference  to  statutory  provisions  and  all  

other  relevant  materials,  vide  his  order  dated  22.02.2011,  

confirmed  the  order  passed  by  the  Assistant  Registrar  and  

dismissed the writ petition filed by the Society.

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

Society  filed  Special  Appeal  No.  281  of  2011  before  the  

Division Bench of the High Court assailing the correctness of  

the  judgment  and  order  dated  22.02.2011.   The  Division  

Bench, after considering the rival  claims and taking note of  

the basic and core objects of the Society to impart Christian  

education in Allahabad and neighbouring areas, by judgment  

and order dated 25.03.2011, confirmed the orders passed by  

the  learned  Single  Judge  and  the  Assistant  Registrar,  

consequently, dismissed the special appeal being devoid of any  

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

way of special leave.

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

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

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

senior counsel for the impleaded party.

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

authorities  under  the  Act  and  the  decision  of  the  learned  

Single Judge, the Division Bench and this Court after taking  

note  of  the  fact  that  the  Assistant  Registrar  had  issued  a  

direction to the Chairman of the Governing Body to convene a  

fresh General  Body Meeting after  notifying  all  the  Members  

about the present situation and circumstances and reasons as  

per the Rules and take a fresh decision regarding amendments  

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

all those factual details and earlier orders.

7) The points for consideration in this appeal are whether  

the  Assistant  Registrar  was  justified  in  cancelling  the  

amendments and permitting the Chairman, Governing Body,  

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

and whether the learned Single Judge and the Division Bench  

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of the High Court have committed any error in confirming the  

said order?

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

Society  issued certain show cause notices to the appellants  

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

9598  of  2010.   When  notices  dated  02.02.2010  and  

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

petition  praying  for  issuance  of  a  writ  in  the  nature  of  

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

that it would be appropriate to adjudicate the matter by the  

relevant authority on the basis of relevant records whether the  

amendments  made  in  the  bye-laws  by  the  appellants  were  

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

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

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

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

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

writ petition vide order dated 16.04.2010 as not maintainable  

and directed the Registrar to decide the dispute between the  

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parties after affording opportunity to the appellants as well as  

the respondents-objectors.

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

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

before the Division Bench which was dismissed on 20.05.2010  

observing  that  there  was  a  fraud,  manipulation  and  

documents have been forged.

10) The following discussion and conclusion of the Division  

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

Society are relevant:

“Mr. Cedric Valentine Innis, was born on 18.09.1948.  He is  a  CNI  CHRISTIAN  (Anglo-Indian).   He  was  appointed  as  Principal of the BHS on 12.01.1988 by the Chairman of the  Society/The Bishop of Lucknow, Diocese of Lucknow, C.N.I.  He took charge on 15.03.1988.  He was confirmed after one  year w.e.f.  15.03.1989.  At the time of his appointment as  Principal  the age of  superannuation of  Principal  BHS had  already been enhanced from 58 years to 60 years.  The age  of superannuation was enhanced on the recommendation of  Diocesan  Education  Board  which  had  resolved  on  10.01.1985 to fix the retirement age of the Principals of the  English  medium  Schools,  governed  by  the  Anglo-Indian  Education Code, of the Diocese of Lucknow to sixty years.  The proviso permitted yearly extensions up to a maximum of  five years.  The Society in the Governing Body meeting held  on  12.12.1985  accepted  and  adopted  the  Diocesan  Education Board Resolution dated 10.01.1985.

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The Predecessor of Mr. C.V. Innis, retired at the age of  60 years.  The age of superannuation of the teaching staff  was  enhanced  in  the  meeting  dated  23.11.2006  from  58  years to 62 years.  In the proceedings of the meeting dated  23.11.2006, it  had not been mentioned as to whether the  meeting  was  a  Governing  Body  Meeting  or  an  Annual  General Meeting.  There was no agenda for enhancing the  age  of  superannuation.   The  proceedings  of  the  meeting  dated 23.11.2006 filed as Annexure SRA-II at Page 70 is a  forged  document  as  it  mentions  enhancement  in  age  of  superannuation of management staff and non-teaching staff  whereas in the original proceedings of 23.11.2006 produced  by  the  counsel  for  the  appellant  only  the  age  of  superannuation of the teaching staff had been enhanced.  A  question  arises  that  what  was  the  need  for  forgery  for  enhancing the age of superannuation.  The answer appears  to  be  simple.   The  appellants  wanted  to  hide  under  the  carpet  that  Principal’s  age  of  superannuation  had already  been  enhanced  by  the  Society  on  12.12.1985  and  they  wanted to hide the control of Diocese of Lucknow.

From  the  aforesaid  discussion,  it  appears  that  the  meeting dated 23.11.2006 was illegal  being in violation of  Rule 11 and in such a meeting age of superannuation could  not be enhanced.  The enhancement made in the meeting  dated 23.11.2006 would not confer  any right  on Mr.  C.V.  Innis the Principal of BHS.  His age of superannuation was  60 years and there being no material on record about any  extension of service granted to him, it appears that he retired  from the post of Principal of BHS in September, 2008.”

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

2010,  the  Society  approached  this  Court  by  way  of  special  

leave petition and the same was dismissed vide order dated  

15.06.2010 with an observation that the Assistant Registrar is  

free  to  pass  an  order  on  merits  including  the  question  of  

jurisdiction in accordance with law.      

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

of the Assistant Registrar dated 24.07.2010 holding that all  

the proceedings were illegal/frivolous or not.   The Assistant  

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

Society had died prior to 1997 and there was manipulation in  

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

conclusion by the Assistant Registrar which reads as under:

“After going through the complaints pertaining to the  amendment made by the Bishop and other people, evidence  and  documents  presented  as  had  been  mentioned  above,  proceedings for brining fraudulent amendments are found to  be contrary to the registered bye laws as well as directions  given  by  the  Assistant  Registrar  to  comply  with  the  provisions of the Societies Registration Act, 1860.  In spite of  several opportunities, the applicant has failed to prove the  veracity and the genuineness of the proceedings.  It is also  obvious through the documents that neither list nor balance  sheet has been produced regularly every year under Section  4(1)  of the Act.   From the documents produced, it  is also  clear  that  after  complaints were made and information as  sought  regarding  renewal,  Shri  C.V.  Innes  has  sought  to  deposit the requisite fee under Section 3A(5) of the Act.

In  the  list  relating  to  managing  committee  as  submitted,15 lists have been submitted of members of the  managing committee from the year 1977-78 to year 1997-98;  in the said list 3 persons have been mentioned as occupying  the post of Secretary; the reasons for the same are not clear.  Along  with  the  documents  submitted,  an  affidavit  of  Shri  C.V. Innes has also been submitted in which it is stated that  all  persons who were officers and members  of  the society  prior to 1997 are dead.  In such a situation it is not clear  how the identity of the society continued to exist.  If all the  members were dead then it is not clear how new members  were elected and whether they were elected under rules or  not…..”  

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Apart from this, the Assistant Registrar has also specifically  

concluded that the amendments to the proceedings were made  

arbitrarily,  unlawfully  and  decisions  were  taken  without  

following the democratic process and in contravention of the  

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

factual  conclusion  based  on  appreciation  of  acceptable  

materials, the Assistant Registrar cancelled the registration of  

proceedings  related  to  the  amendments  registered  on  

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

13) The said order of the Assistant Registrar dated 24.07.2010  

was challenged in the writ petition which was dismissed by the  

learned Single Judge vide order dated 22.02.2011 pointing out  

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

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

quote  the  following  conclusion  of  the  learned  Single  Judge  

which reads as under:

“Most surprising feature in the present case is that Secretary  of  the  Society  is  no  one  else  than  the  Principal  of  the  institution himself.  He has been nominated as Secretary by  virtue  of  being  ex-officio  Member.   In  order  to  perpetuate  himself in the society and in the institution being fully aware  of  the  fact  that  he  was  going  to  attain  the  age  of  superannuation  and  his  Secretaryship  would  also  

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automatically come to an end, an attempt was made by him  to get his age extended and on the strength of the same to  continue as Secretary of the society.  After attaining the age  of superannuation, Principal of the institution is not at all  entitled to continue as Secretary.  Specific mention has been  made that petitioner No. 2 was Secretary by virtue of being  Principal, who happens to be ex-officio member, and once he  attained  the  age  of  superannuation  as  Principal,  then  he  could  be  elected  as  Secretary  only  when  he  was  valid  member of the society, but at no point of time he had ever  been enrolled as valid member of  the general  body of  the  society.   This  specific  statement  of  fact  has  not  been  disputed in the rejoinder affidavit.  Once this is the factual  situational  in  respect  of  status  of  petitioner  No.  2  as  Principal of the institution has already attained the age of  superannuation  and  this  fact  has  not  been  substantiated  before this Court as to in what way and manner he had been  enrolled as member of the general body of the society, then  legitimately petitioner No. 2 has no grievance.  The Bishop  who had accepted the request to act as Chairman along with  petitioner No. 2 has already washed his sin, by resigning and  submitting  letter  on  29.07.2010,  regretting  therein  his  deeds. These averments have been mentioned in paragraph  4(d) of the counter affidavit and said specific averments have  not at all been replied.”    

14)  It was also highlighted and demonstrated that there was  

no  quorum  in  the  meeting  held  on  28.05.2007  in  which  

amendments  had  been  carried  out.   It  is  seen  that  four  

Officers and five members of the Society were present in the  

meeting.   One  ex-officio  member  and  four  members  were  

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

In the Special General Meeting held on 28.05.2007 only nine  

members were present.  Three quarter member of 14 members  

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

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

the  Special  General  Meeting  held  on  28.05.2007.   In  the  

absence  of  quorum  laid  down  by  Rule  38,  neither  the  

amendments could be passed in the Special General Meeting  

of the Society nor could the amendments made be registered  

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

order of the learned Single Judge clearly show that there was  

no quorum in the meeting held on 28.05.2007 in which the  

amendments had been carried out.   

15)  It  was  also  demonstrated  that  

manipulations/manoeuvrings  is  writ  large  that  Principal  in  

connivance with the outgoing Bishop, in order to perpetuate  

themselves  in  the  Society  have  made amendments  for  their  

benefit  and  to  the  disadvantage  of  the  Society  and  therein  

Dioces Education Board and the Bishop have been deliberately  

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

correctly  concluded  that  in  such  a  situation  and  in  this  

background, any interference with the order of the Assistant  

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Registrar  would  amount  to  perpetuating  the  illegality  and  

subscribing to apparent illegality committed.   

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

challenged before the Division Bench by way of Special Appeal  

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

The Bench has also arrived at  a  conclusion that  there was  

interpolation and forgery in the records.  The basic feature of  

the Society along with its primary object had been altered by  

way of  amendments to  the  Rules.   The  Division Bench has  

accepted that the Assistant Registrar had the jurisdiction not  

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

but also to examine the import of the resolution regarding the  

amendments of the Rules.  The Division Bench has also agreed  

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

member  of  the  Society  but  was  holding  the  office  of  the  

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

School, Allahabad.

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

which the amendments were carried out had not been validly  

convened.   The  Division  Bench  has  pointed  out  that  the  

minutes of these three meetings have also been registered on  

30.05.2007 by the Assistant Registrar and by the impugned  

order  dated  24.07.2010,  he  cancelled  the  registration.  

Ultimately, the Division Bench has rightly concluded that all  

other proceedings had been illegal and the meetings were in  

violation of the statutory provisions.  The Division Bench, in  

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

validly convened as per the Rules of the Society and concluded  

that  the  orders  passed  by  the  Assistant  Registrar  and  the  

learned Single Judge do not warrant any interference.   

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

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

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

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

already been filed on 11.07.2010 and the court has also taken  

cognizance of the same.

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

concerned-the  Assistant  Registrar,  affirming  the  same  by  

learned Single Judge and Division Bench, it is impermissible  

for this Court to exercise jurisdiction under Article 136 of the  

Constitution.   It  is  relevant  to  point  out  that  the  Assistant  

Registrar, in his order dated 24.07.2010 itself permitted the  

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

the Society and Chairman of the Governing Body under the  

Rules, to convene a general body meeting after informing all  

the members about the present situation and circumstances  

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

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

....…………………………………J.                   (P. SATHASIVAM)                                    

...…………………………………J.           (DR. B.S. CHAUHAN)  

NEW DELHI; MAY 12, 2011.  

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