- 1 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 29TH DAY OF JANUARY, 2025 PRESENT THE HON'BLE MR N. V. ANJARIA, CHIEF JUSTICE AND THE HON'BLE MR JUSTICE M.I.ARUN WRIT APPEAL NO. 1044 OF 2024 (CS-EL/M) BETWEEN: 1. S GOLAHALLI MILK PRODUCERS CO OPERATIVE SOCIETY CHIKKANAHALLI POST TAVAREKERE HOBLI BANGALORE - 562 130. BY ITS CHIEF EXECUTIVE OFFICER G S DEVARAJU. …APPELLANT (BY SRI. VINOD KUMAR M., ADVOCATE) AND: 1. THE STATE OF KARNATAKA REP. BY ITS PRINCIPAL SECRETARY DEPARTMENT OF COOPERATION, VIDHANA SOUDHA BANGALORE - 560 001. 2. ASSISTANT REGISTRAR OF CO OPERATIVE SOCIETIES NORTH DIVISION, BANGALORE DISTRICT NO.146, 8TH CROSS, MARGOSA ROAD MALLESHWARAM, BANGALORE - 560 003. Digitally signed by H K HEMA Location: High Court of Karnataka - 2 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 3. KARNATAKA CO OPERATIVE ELECTION AUTHORITY 2ND FLOOR, SHANTINAGAR BUS STOP BANGALORE - 560 027. BY ITS COMMISSIONER. 4. RETURNING OFFICER S GOLAHALLI MILK PRODUCERS CO OPERATIVE SOCIETY CHIKKANAHALLI POST THAVAREKERE HOBLI BANGALORE - 562 130. 5. SRI. MUTHURAJAIAH G.V. S/O LATE VEERAPPA AGED ABOUT 52 YEARS SHARE HOLDER NO.29 MEMBER OF GOLAHALLI MILK PRODUCERS CO OPERATIVE SOCIETY CHIKKANAHALLI POST TAVAREKERE HOBLI BANGALORE SOUTH-562 130. …RESPONDENTS (BY SRI. K.S. HARISH, G.A. FOR R1, R2 & R4; RESPONDENT NOs.3 & 5 ARE SERVED & UNREPREENTED) THIS WRIT APPEAL FILED U/S 4 OF THE KARNATAKA HIGH COURT ACT, 1961 PRAYING TO ALLOW THE WRIT APPEAL AND SET ASIDE THE JUDGEMENT DATED 18/06/2024 PASSED BY THE LEARNED SINGLE JUDGE IN WP NO.22799/2023. THIS APPEAL, COMING ON FOR PRELIMINARY HEARING, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: - 3 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 CORAM: HON'BLE THE CHIEF JUSTICE MR. JUSTICE N. V. ANJARIA and HON'BLE MR JUSTICE M.I.ARUN ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE M.I.ARUN) Aggrieved by the order passed in Writ Petition No.22799 of 2023 the present writ appeal is filed by respondent No.2 therein. 2. The appellant is a Milk Producers Co-Operative Society. There are 13 director’s posts on the board of the appellant’s Society. Elections were conducted to the board in the months of January, 2022 and has only eight members submitted their nominations. Hence, all the eight were elected as directors as against thirteen director’s posts. Thereafter, two of the directors resigned. Consequently, respondent No.3 herein published a calendar of events to conduct elections for the said two posts which fell vacant on the resignation of two of the directors. Aggrieved by the same, respondent No.5 herein preferred Writ Petition No.22799 of 2023 wherein, he prayed for setting aside the abovementioned calendar of events and also for writ of mandamus for appointment - 4 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 of a Special Officer for the appellant’s Society to conduct fresh elections to the entire board of management. 3. Learned Single Judge has allowed the writ petition and passed the following order, "(i) The writ petition is allowed. (ii) The impugned election notice dated 05.10.2023 at Annexure-F issued by the 5th respondent - Returning Officer of S.Gollahalli Milk Producers Co-operative Society is hereby quashed and set aside. (iii) The Registrar of Co-operative Societies is hereby directed to formally pass an order appointing a Special Officer to the 2nd respondent – S.Gollahalli Milk Producers Co-Operative Society in terms of sub-section (1) of Section 31 of the Karnataka Co- operative Societies Act, 1959 for conducting the elections to the Board of the 2nd respondent society, within the stipulated time. (iv) Needless to observe that in view of the impugned election notice being set aside by this Court, election any held during the interregnum is declared as void and shall become inoperable. Ordered accordingly." 4. Aggrieved by the aforementioned order, the Society has filed this writ appeal on the ground that only two directors of the Society had resigned and elections were required to be conducted only for the said two posts and there is no requirement for appointment of Special Officer and elections need not be conducted to the entire - 5 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 board of appellant’s Society. It is further contended that a director once elected has a right to remain in office for a period of five years and those directors who had not resigned were not heard in the writ petition before passing the impugned order. For the said reasons, it is prayed that the order passed in Writ Petition No.22799 of 2023 be set aside and the writ petition be dismissed. 5. It is seen that learned Single Judge has relied upon the provisions of Section 31 of the Karnataka Co-Operative Societies Act, 1959 (for short ‘the Act’) and the decisions of this Court while passing the impugned order. 6. Section 31 of the Act reads as under, "31. Appointment of Special Officer [by the Registrar].-(1) Where the Registrar is of the opinion that a co-operative society is not functioning in accordance with the provisions of the Act, rules or bye- laws on account of the number members of the Board falling short of the required number to form a quorum due to disqualification, resignation or death or removal of a member, the Registrar may, notwithstanding anything contained in this Act, rules or bye-laws, by order appoint a Special Officer for such co-operative society, for such period not exceeding six months. The Registrar may, for the reasons to be recorded in writing extend the period of such appointment for a further period of six months at a time, and in any case such extension shall not exceed one year in the aggregate: - 6 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 Provided that the Special Officer so appointed shall not continue for a period beyond three months in respect of a society in co-operative credit structure. (2) Before making an order under sub-section (1), it shall not be necessary for the Registrar to give any co- operative society or person likely to be affected by such order, an opportunity to state its or his objections, if any. (3) On the issue of the order under sub-section (1),- (a)the members of the board of the co-operative society, if any, shall vacate and shall be deemed to have vacated their offices; and (b)the Special Officer shall be deemed to have assumed charge of the affairs of the co- operative society. (4) The Special Officer shall, subject to the control of the Registrar, exercise and perform all the powers and functions of the board of the co-operative society or any office bearer of the co-operative society and take all such actions as may be required in the interest of the co-operative society. (5) The Special Officer shall, before the expiry of his term, arrange for constitution of a new board for the co- operative society in accordance with the Act, rules and its bye-laws." 7. Rule 14-AK(4) of the Karnataka Co-operative Societies Rules, 1960 reads as under, "14-AK. Board meetings.-(1) xxx (2) xxx (3) xxx - 7 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 (4) The number next to fifty per cent of the strength of the board as specified in the bye-laws shall form the quorum for a meeting of the board the members who are all attending the meeting shall sign in the book kept for the purpose before commencement of the board meeting. If there is no quorum at the time of transacting any business in any meeting of the board, no such business shall be transacted." 8. Thus, when the number of members of the board fall short of the required member for constituting a quoram due to disqualification, resignation or death or removal of the member, the Registrar may, notwithstanding anything contained in the Act, rules or bye-laws appoint a Special Officer for the Society for constitution of a new board. Further, while acting under sub-section (1) of Section 31 of the Act, the Registrar is not required to give a new person an opportunity of being heard. 9. Thus, in the instant case, to constitute a valid quoram, the Society is required to have at least seven directors. With the resignation of two of the directors, number of directors have been reduced to six and they do not constitute a quoram and the board cannot act. Under the said circumstances, the Registrar is required to appoint a special officer for conduct of the elections as ordered by learned Single Judge in the impugned order. - 8 - NC: 2025:KHC:4165-DB WA No. 1044 of 2024 10. For the aforementioned reasons, we do not see any merit in the instant writ appeal and hence, the same is hereby dismissed. In view of dismissal of the appeal, any interlocutory application that may be pending, would not survive and stands accordingly disposed of. Sd/- (N. V. ANJARIA) CHIEF JUSTICE Sd/- (M.I.ARUN) JUDGE PGG List No.: 1 Sl No.: 22