- 1 - NC: 2025:KHC:16099 WP No. 9965 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 16TH DAY OF APRIL, 2025 BEFORE THE HON'BLE MR JUSTICE SURAJ GOVINDARAJ WRIT PETITION NO. 9965 OF 2025 (CS-RES) BETWEEN 1. BHOPALA K SON OF KRISHNAPPA AGED ABOUT 60 YEARS, 2. SOMANNA SON OF DYAVEGOWDA AGED ABOUT 52 YRS 3. MARUTHI C. G SON OF GANGAPPA AGED ABOUT 53 YRS 4. C. H SHANKAR SON OF LATE HUCHANNA AGED ABOUT 54 YRS 5. CHANDRASHEKAR K. B SON OF BORAIAH AGED ABOUT 55 YRS 6. BINDU WIFE OF CHANDRASHEKAR AGED ABOUT 53 YRS. NO.29/6, 5TH MAIN LAKSHMAN GARDEN BSK 3RD STAGE, BANGALORE -85 ALL ARE DIRECTORS OF THE AIR CRAFT EMPLOYEES HOUSE BUILDING CO-OPERATIVE SOCIETIES LTD. BENGALURU NO.15, 1ST CROSS, CKC GARDEN, KENGAL HANUMANTHAIAH ROAD R Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:16099 WP No. 9965 of 2025 DOUBLE ROAD BENGALURU -560027 ...PETITIONERS (BY SRI. D.R. RAVISHANKAR., SR. ADVOCATE FOR SRI. S. SARAVANA., ADVOCATE) AND 1. THE STATE OF KARNATAKA BY THE DEPT. OF CO-OPERATION, M.S.BUILDING, BANGALORE-560001. REP. BY ITS PRINCIPAL SECRETARY. 2. JOINT REGISTRAR OF CO-OPERATIVE SOCIETIES NO. 146, SAHAKARA SOUDHA, 8TH MAIN, MARGOSA ROAD, MALLESWARAM, BENGALURU-560003. 3. SRI. HAMEED ULLAH KHAN CO-OPERATIVE DEVELOPMENT OFFICER OFFICE OF ASSISTANT REGISTRAR CO-OPERATIVE SOCIETY 3RD ZONE BANGALORE DISTRICT AUTHORISED OFFICER BENGALURU-560001. 4. DAYANAND REDDY PRESIDENT THE AIR CRAFT EMPLOYEES HOUSE BUILDING CO-OPERATIVE SOCIETIES LTD. BENGALURU NO.15, 1ST CROSS, CKC GARDEN, KENGAL HANUMANTHAIAH ROAD, DOUBLE ROAD, BENGALURU -560027. 5. THE AIR CRAFT EMPLOYEES HOUSE BUILDING CO-OPERATIVE SOCIETIES LTD. REP BY ITS SECRETARY NO.15, 1ST CROSS, CKC GARDEN, KENGAL HANUMANTHAIAH ROAD, DOUBLE ROAD, BENGALURU-560027 REGISTERED UNDER CO-OPERATIVE SOCITIES ACT. …. RESPONDENTS - 3 - NC: 2025:KHC:16099 WP No. 9965 of 2025 (BY SRI. YOGESH D. NAIK., AGA FOR R1 TO R3) THIS WRIT PETITION IS FILED UNDER ARTICLES 226 & 227 OF THE CONSTITUTION OF INDIA PRAYING TO ISSUE A WRIT OF CERTIORARI QUASHING THE RESPONDENT NO.2 IN ISSUING ORDER DATED 26.03.2025 IN NO. JRB/CHUNAVANE/AVISHWASA NIRNAYA/204/2024-25 AS PER ANNEXURE-E, IS ILLEGAL AND ARBITRARY AND ETC. THIS WRIT PETITION COMING ON FOR ORDERS AND HAVING BEEN RESERVED FOR ORDERS ON 04.04.2025, THIS DAY, THE COURT PRONOUNCED THE FOLLOWING: CORAM: HON'BLE MR JUSTICE SURAJ GOVINDARAJ CAV ORDER 1. In view of the proposed order to be passed, notice to respondents No.3, 4 and 5 is dispensed with. 2. The Petitioners are before this Court seeking for the following reliefs. i. Issue a writ of certiorari quashing the R2 in issuing order dated 26.3.202 in No.JRB/Chunavane/Avishwasa Nirnaya/204/2024-25 as per Annexure-E, is illegal and arbitrary, ii. Issue any other incidental or consequential relief/s as deemed fit in the facts and circumstances of the case and in aid of the main relief sought for, in the interest of justice and equity. 3. 5th respondent is the Co-operative Society of which the Petitioners’ claim to be members as also the - 4 - NC: 2025:KHC:16099 WP No. 9965 of 2025 members of the Board of Management. The election to the Board of Management of the Society was conducted on 17-01-2021, which is to be in office for a period of five years until 16-01-2026. The 4th respondent was elected as the President, and the Petitioners were elected as the Board of Directors. 4. It is contended that the Board of Management comprises 13 Directors, out of which one director has expired, leaving a functional strength of 12 Directors, out of which 10 Directors, including the petitioners, had given a requisition for moving a No-Confidence motion to the Chief Executive Officer of the Society on 18-3-2025. However, on 24-3-2025, the petitioners, who were 7 in number, gave another letter to the Chief Executive Officer, withdrawing the letter submitted on 18-3-2025. 5. The CEO of the Society brought the same to the notice of the Joint Register of Co-operative Societies (hereinafter referred to as JRCS). The JRCS, taking note that there were thirteen elected directors of - 5 - NC: 2025:KHC:16099 WP No. 9965 of 2025 which one had died, 10 Directors had submitted no- confidence motion, out of ten directors who had submitted No-Confidence motion, six of them had withdrawn the motion, taking into account the remaining four directors will constitute one-third of the majority, directed holding of a Special Meeting by appointing 3rd Respondent - Co-operative Development Officer (hereinafter referred to as ‘CDO’). It is aggrieved by the same, the Petitioners are before this Court. 6. The submission of Sri.D.R.Ravishankar, learned Senior counsel appearing for the Petitioner, is that 6.1. In terms of Section 29-H of the Karnataka Co- operative Societies Act, 1959 (hereinafter referred to as KCS Act), no motion of No- Confidence shall be moved unless there is a request from not less than one-third of the elected members. In the present case, there - 6 - NC: 2025:KHC:16099 WP No. 9965 of 2025 being 13 directors out of whom one (1) has expired, leaving 12 directors. 10 directors had submitted a notice for moving no-confidence on 18-03-2025, out of which 7 of them withdrew the said motion on 24-03-2025. That it was only 3 members who were remaining out of the original requisitionists. The said three members would not constitute one-third of the 12 members of the Board and in that background, he submits that the JRCS could not have directed the holding of the meeting. 6.2. By referring to Rule 14-AKK(1) of the Karnataka Co-operative Societies Rules, 1960, (KCS Rules), he submits that a written notice of no- confidence has to be signed by not less than one-third of elected members of the Board. Thus, what is required is one-third of the total elected members, in this case at least 5 out of 13. - 7 - NC: 2025:KHC:16099 WP No. 9965 of 2025 6.3. By referring to Rule 14-AKK(7) of KCS Rules, he submits that the quorum for such a meeting shall be a number next to 50% of the elected members and if the said quorum is not available, the meeting shall stand cancelled. 6.4. Thus, he submits that there is a distinction between Rule 14-AKK(1) and Rule 14-AKK(7) of the KCS Rules. Rule 14 AKK(1) of the KCS Rules requires at least one-third to have signed the requisition. Rule 14 AKK(7) of KCS Rules speaks of persons present at the meeting to form the quorum. 6.5. He also relies on Rule 14-AKK(11) of KCS Rules, which states that the motion is to be carried out with the support of not less than two-thirds of the elected members present at the meeting. Thus, again he submits that there is a distinction between Rule 14-AKK(1) and Rule 14-AKK(11), inasmuch as Rule 14-AKK(1) requires one-third to sign the requisition and - 8 - NC: 2025:KHC:16099 WP No. 9965 of 2025 Rule 14-AKK(11) requires two-thirds of the persons present in the meeting to vote on the motion for no confidence. 6.6. Thus, he submits that the requirement under Rule 14-AKK(7) and Rule 14-AKK(11) would depend on the number of directors present at the meeting, whereas the requisition for no confidence in terms of Section 29-H(1) and Rule 14-AKK(1) cannot be compromised inasmuch as there has to be one-third of the elected members of the Board who have to seek for such no confidence. 6.7. Respondent No.5 being a primary society in terms of Section 28A of the KCS Act, the minimum number of members of the board shall consist of not less than 13 in terms of subsection (2) of Section 28A and since respondent No.5 functions within a part of a taluk in terms of Section 28-A(2)(i)(a), the maximum number shall also be 13. He submits - 9 - NC: 2025:KHC:16099 WP No. 9965 of 2025 that for the purpose of calculation of the numbers in terms of Section 29-H(1) and Rule 14-AKK(1), it is the minimum number of directors of the board which are required to be taken into consideration. Even if one of the directors had expired, that expiry would not come in the way. The minimum number of directors of the primary society being 13, it is required that it is one-third of that minimum number who should sign a requisition Section 29-H(1) and Rule 14-AKK(1). Merely because one of the directors expired, the calculation is not required to be made in terms of the existing/surviving directors; therefore, the calculation of one-third of the directors has to be on the basis of thirteen elected directors, which will have to be rounded off to the next whole number five. 6.8. On that ground, he submits, firstly, that seven of the directors having withdrawn the - 10 - NC: 2025:KHC:16099 WP No. 9965 of 2025 requisition, only three directors who had remained, who had signed the requisition. Thus from and out of the original requistion only 3 remaining did not satisfy the requirement of 1/3rd of the members of the Board to be requisitionists. 6.9. Even if it were to to be contended that six of them had withdrawn and four had remained. These four directors could not be considered since they do not constitute one-third of 13 minimum number of directors of the primary society. 6.10. To test the above he submits that if one third of the existing directors were to be taken into consideration for the purpose of moving a motion for no confidence, if six directors have resigned out of 13, out of remaining 7 directors, 3 directors would constitute one-third to move such a motion which is not the intention of the legislature. Thus, he submits - 11 - NC: 2025:KHC:16099 WP No. 9965 of 2025 that it is the minimum no. of directors who are required to be taken into consideration for the purpose of calculation of the 1/3rd requirement under Section 29H(1) of KCS Act and under Rule 14AKK(1) of KCS Rules. 6.11. On the above grounds, he submits that the requisition for the meeting called for by the JRCS, vide order dated 26-3-2025 is required to be quashed. 7. Sri.Yogesh Naik, learned AGA would submits that it is only the actual number of directors holding office as on the date of requisition which is required to be considered and not the minimum directors. His further submission is that if the minimum directors under Section 29 (5) were to be considered, then in the event of some of the directors resigning a notice of no confidence can never be moved. - 12 - NC: 2025:KHC:16099 WP No. 9965 of 2025 8. Heard Sri.D.R.Ravishankar, learned Senior Counsel for the Petitioner and Sri.Yogesh D.Naik, learned AGA for the respondents and perused papers. 9. The points that would arise for determination are 1) Whether for the purpose of calculation of the one-third number of directors under Section 29-H(1) of KCS Act and Rule 14-AKK(1) of KCS Rules, it is the minimum number of directors prescribed under Section 28A(2)(i) which is required to be considered or is it a number of the directors actually holding the post of directors which is required to be considered? 2) Whether in the present case the requisitionist constitute one third of the total number of directors requiring the meeting for no confidence motion to be conducted? 3) What order? 10. I answer the above points as under:- 11. Answer to Point No.1: Whether for the purpose of calculation of the one-third number of directors under Section 29-H(1) of KCS Act and Rule 14-AKK(1) of KCS Rules, it is the minimum number of directors prescribed under Section 28A(2)(i) which is required to be considered or is it a number of the directors actually holding the post of directors which is required to be considered? - 13 - NC: 2025:KHC:16099 WP No. 9965 of 2025 11.1. The submission of Shri D.R.Ravishankar, learned Senior counsel appearing for the Petitioner is that for calculation of one-third number of directors under Section 29-H(1) of KCS Act and Rule 14AKK1 of the KCS Rules, it is the minimum number of directors as indicated in Section 28A(2)(i) of the KCS Act, which is required to be taken into consideration. 11.2. Section 28A2(i) of the KCS Act is reproduced hereunder for easy reference: 28A. Management of co-operative societies vest in the board (2) The *board* of a co-operative society shall consist of (not less than thirteen] but not exceeding the number of members specified below excluding [XXX] the Chief Executive, namely:— (i) in case of a primary society and a secondary society whose area of operation extends to,- (a) a part of taluk, thirteen members; (b) whole of taluk, fifteen members; (c) beyond a taluk but not beyond a district, seventeen members: Provided also that in case of Urban Cooperative Banks having area of operation not beyond a district the maximum number shall not exceed seventeen members. (d) beyond a district, nineteen members] - 14 - NC: 2025:KHC:16099 WP No. 9965 of 2025 11.3. Section 29H1 of the KCS Act is reproduced hereunder for easy reference: 29-H. Motion of no confidence against office bearer- (1) A motion of no confidence against an office bearer may be moved only after two years of his assumption of office. In case, the motion of no confidence is once defeated, a fresh motion shall not be introduced within one year thereafter. No motion of no confidence shall be moved unless there is a request from not less than one-third of the elected members of the board of a Co-operative Society concerned. 11.4. Section 28A of the KCS Act relates to management of co-operative societies in terms whereof, the said management vests with the Board. In terms of subsection (2) of Section 28A, the maximum and minimum number of directors have been fixed. The minimum number of directors is stated to be not less than 13. The maximum number of directors is as per Clause 1, 2 and 3 thereof. Clause 1 deals with primary society and a secondary society. In the present matter, we are concerned with Respondent No.5, which is a primary society, which operates within the - 15 - NC: 2025:KHC:16099 WP No. 9965 of 2025 Taluka. Thus, in terms of Section 28A2(1)(a) of the KCS Act, which operates only in part of the Taluka, the maximum number of members of the Board is fixed at 13. In the present case, the minimum number of directors is 13 so also is the maximum number of directors 13. It is on that basis that Shri D. R. Ravishankar, learned Senior Counsel would submit that this number of minimum directors of 13 is required to be taken into consideration for Section 29H(1). 11.5. A perusal of the above provision would indicate that a motion of no confidence against an office bearer may be moved only after two years of his assumption of office. In case, the motion of no confidence is once defeated, no fresh motion shall be introduced within one year thereafter. More importantly in so far as the present matter is concerned, a motion of no confidence - 16 - NC: 2025:KHC:16099 WP No. 9965 of 2025 shall not be moved, unless there is a request from not less than one-third of the elected members of the board of a co-operative society concerned. It is this reference to one-third of the elected members of the board of a co- operative society which is required to be interpreted, in the present matter. 11.6. Rule 14-AKK(1) is reproduced hereunder for easy reference: 14.AKK. No Confidence Motion-(1) A Written notice hereinafter called a no-confidence notice, with intention to take up or move no-confidence motion, signed by not less than one-third of elected members of the board along with the copy of the proposed motion shall be delivered in person to the Chief Executive of the Society. A copy of the said notice shall be sent to the jurisdictional Registrar. 11.7. A perusal of Rule 14-AKK(1) of the KCS Rules would indicate that a written notice with an intention to take-up or move a no-confidence motion signed by not less than one-third of elected members of the Board along with a - 17 - NC: 2025:KHC:16099 WP No. 9965 of 2025 copy of the proposed motion shall be delivered in person to the Chief Executive of the Society. It is, again, this phrase “signed by not less than one-third of elected members of the Board”, which is required to be interpreted in the present matter. The submission of Shri D. R. Ravishankar, learned Senior counsel by referring to sub-rule (11) of Rule 14AKK is that there difference in the usage of the words. 11.8. Rule 14-AKK(11) of KCS Rules is reproduced hereunder for easy reference: 14.AKK. No Confidence Motion-(11) If the motion is carried with the support of not less than 2/3rd of the elected members present in the meeting the authorised officer shall declare the result and draw up the proceedings accordingly and sign and handover a copy of the proceedings to the Chief Executive of the Society and a copy to be displayed on the notice board of the society and communicate the same to the jurisdicational Registrar. 11.9. A perusal of sub-rule (11) of Rule 14 AKK of the KCS Rules, indicates that the motion is carried, with the support of not less than two-third of the elected members, present in the meeting. - 18 - NC: 2025:KHC:16099 WP No. 9965 of 2025 It is this distinction of being present in the meeting vis-a-vis signed by not less than one- third which is sought to be made use of by Sri.D.R.Ravishankar, learned Senior counsel for contending, that when the motion is required to be moved, it is to be so moved by one-third of the elected directors, that is all the elected directors, and where it refers to present and voting, it could refer to the directors who are present in the meeting and voting which would not refer to the total number of elected directors. 11.10. To support his argument, he contends that if 6 of the directors out of 13 were to resign, though 7 directors would constitute the quorum. One-third, if taken into consideration of the remaining 7 directors, then 3 directors could move a motion of no confidence, which he submits, is not the intention of the legislature. - 19 - NC: 2025:KHC:16099 WP No. 9965 of 2025 11.11. This contention of Sri D. R. Ravishankar, learned counsel for the Petitioner, could be tested in another way. In the very same example, if 6 directors out of 13 were to resign, and there were only 7 directors remaining who constituted a quorum, then to move a no- confidence motion, if one-third of 13 were to be taken into consideration, then it would require 5 directors to submit a no-confidence motion. That is, 5 directors out of 7 continuing directors. 11.12. Though at first blush, the submission of Sri D. R. Ravishankar, learned Senior counsel for the Petitioner appears to be attractive, the same is not practical. In the sense that in a democratic system, it is required that the person wanting to exercise their right to seek/move a no- confidence motion, cannot be curtailed on the basis of tyranny of numbers. - 20 - NC: 2025:KHC:16099 WP No. 9965 of 2025 11.13. What would have to be considered is that the directors who have resigned, who have expired or the like, no longer are directors of the society. Thus, there is no reason for them to have confidence or no confidence in the President or Vice President of the Society. Only the persons who are functioning as directors could have a reason to have confidence or no confidence in the President or Vice President. Thus, on this ground also, the contention of Shri D. R. Ravishankar, learned senior counsel cannot be accepted. 11.14. Hence, I answer point No.1 by holding that for the purpose of calculation of one-third number of directors under section 29H(1) of the KCS Act as also under Rule 14AKK1 of the KCS Rules, it is the number of directors presently occupying the post of director which is required to be considered and not the minimum number - 21 - NC: 2025:KHC:16099 WP No. 9965 of 2025 of directors or the maximum number of directors of the society. 12. Answer to Point No.2: Whether in the present case the requisitionist constitute one third of the total number of directors requiring the meeting for no confidence motion to be conducted? 12.1. In the present case, admittedly the management committee comprised of 13 directors. Out of the said 13 directors, 10 directors had moved the no-confidence motion on 18-3-2023. The submission of D.R. Ravishankar, learned senior counsel is that on 24-3-2025, 7 of those directors had withdrawn the no-confidence motion. Thus, the contention was that there were only 3 directors who had moved the no-confidence motion. The submission of Sri Yogesh Naik, learned A.G.A is that out of 13 directors, 1 director has expired, hence, the calculation would have to be made with reference to 12 directors. - 22 - NC: 2025:KHC:16099 WP No. 9965 of 2025 12.2. A perusal of the requisition for no confidence dated 18-3-2025 and the withdrawal dated 24- 3-2025 would indicate that from and out of the requisitionist numbering 10, though it is stated that 7 have withdrawn on 24-3-2025, in actuality, it is only 6 of them who have withdrawn it, since the 7th person named therein, Bindu G, who is petitioner No.6 herein, was not a signatory to the no confidence motion submitted on 18-3-2025. Thus, she could not have withdrawn what she had not submitted and as such, she cannot be taken into consideration in respect of the withdrawal of the no-confidence motion submitted on 24- 3-2025. Out of the persons who had submitted the requisition, numbering 10, 6 have withdrawn, 4 are remaining who have exercised their right to move a confidence motion. There having been 13 elected directors, 1 of them having expired, the remaining directors being - 23 - NC: 2025:KHC:16099 WP No. 9965 of 2025 12, the 4 directors who are remaining who have excised the right to seek for no confidence constitute one-third of the 12 directors. Therefore, I am of the considered opinion that in the present matter, the required number of directors under Section 29-H(1) of the KCS Act and Rule 14-AKK(1) of the KCS Rules are satisfied and as such, the direction of Respondent No.2 vide order dated 26-3-2025 to hold a meeting to consider the no-confidence motion is proper and valid. 12.3. I answer Point No.2 by holding that in the present case the requisitionists constitute one- third of the total number of directors who could be considered in terms of Section 29-H1 of the KCS Act and Rule 14-AKK-1 of the KCS Rules for holding a meeting to consider the no- confidence motion. 13. Answer to Point No.3: What order? - 24 - NC: 2025:KHC:16099 WP No. 9965 of 2025 13.1. In view of my answers to Points No.1 and 2, the meeting having been validly called, all the requirements of law having been complied, no grounds have been made out to interfere with the same, the petition stands dismissed. SD/- (SURAJ GOVINDARAJ) JUDGE PRS List No.: 2 Sl No.: 4