Page No.# 1/19 GAHC010279682023 2026:GAU-AS:8747 THE GAUHATI HIGH COURT (HIGH COURT OF ASSAM, NAGALAND, MIZORAM AND ARUNACHAL PRADESH) Case No. : WP(C)/7240/2023 MEMBER NO. 638 SL NO. 539 NURUL ALAM LASKAR AND ANR S/O- JABID ALI, VILL- DHANEHARI PART III, P.S- SONAI, DIST- CACHAR, ASSAM 2: MEMBER NO-940 SL NO-859 PYARELAL CHOUHAN S/O- DADHIBAL CHOUHAN VILL- SILCHAR DIST- CACHAR ASSAM (BOTH THE ABOVE PERSONS HAVE COMMON CAUSE OF ACTION AND COMMON INTEREST VERSUS THE STATE OF ASSAM AND 5 ORS THE PRINCIPAL SECRETARY TO THE GOVERNMENT OF ASSAM, COOPERATION DEPARTMENT DISPUR, GUWAHATI-6 2:THE REGISTRAR OF CO-OPERATIVE SOCIETIES ASSAM KHANAPARA GUWAHATI-781022 3:THE ZONAL JOINT REGISTRAR OF COOPERATIVE SOCIETIES SILCHAR ZONE SILCHAR Page No.# 2/19 ASSAM 4:THE ASSISTANT REGISTRAR OF COOPERATIVE SOCIETIES CACHAR SILCHAR 5:THE SONABARIGHAT COOPERATIVE SOCIETY LIMITED SONABARIGHAT DIST- CACHAR ASSAM (REP. BY THE OFFICER ON MANAGEMENT SR. INSPECTOR/ AUDITOR OF COOPERATIVE SOCIETIES O/O THE ASSTT REGISTRAR OF COOPERATIVE SOCIETIES SILCHAR CACHAR ASSAM) 6:THE SECRETARY SONABARIGHAT COOPERATIVE SOCIETIES LTD SILCHAR DIST-CACHAR ASSAM 7:AHMED HUSSAIN BARBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 8:HALIM UDDIN LASKAR C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 9:ABDUL HUSSAIN C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 10:ROBIAL RAHMAN C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. Page No.# 3/19 11:AJIJUR RAHMAN BARBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 12:ALTAF HUSSAIN BAREBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 13:IDAR ALI C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 14:NAZRUL ISLAM LASKAR C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 15:SAMS UDDIN AHMED C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 16:ABDUL MASSABIR LASKAR C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 17:NAR ISLAM BARBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 18:RASIB UDDIN BARBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. Page No.# 4/19 19:DIPU DAS C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 20:RATNA DHAR C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM. 21:PAHIMA BEGUM BARBHUIYA C/O OFFICE OF THE SONABARIGHAT C.S. LTD. P.S. SILCHAR DIST.- CACHAR ASSAM BEFORE HONOURABLE MR. JUSTICE DEVASHIS BARUAH For the Petitioner(s) : Mr. B. Sinha, Advocate For the Respondent(s) : Mr. G. Bordoloi, SC, Cooperation Mr. M. J. Quadir, Advocate Date on which judgment is reserved : NA Date of pronouncement of judgment : 17.06.2026 Whether the pronouncement is of the Operative part of the judgment? : Yes Whether the full judgment has been Pronounced? : NA Page No.# 5/19 JUDGMENT AND ORDER (ORAL) Heard Mr. B. Sinha, the learned counsel appearing on behalf of the Petitioner. Mr. G. Bordoloi, the learned counsel appears on behalf of the Cooperation Department and Mr. M. J. Quadir, the learned counsel appears on behalf of the Private Respondents. 2. The instant writ petition has been filed challenging the order dated 03.10.2023 passed by the Assistant Registrar of Cooperative Societies, Cachar, Silchar who is the Respondent No.4 in the present proceedings. BRIEF FACTS OF THE CASE 3. The Petitioners herein are shareholders of a Cooperative Society in the name and style of Sonabarighat GPSS Ltd. (hereinafter referred to as ‘the Cooperative Society’) There was a requirement of holding the AGM/election of the said Cooperative Society on or before 30.09.2023. 4. The Board of Directors in the meeting held on 20.08.2023 resolved amongst others that the AGM/election would be held on 24.09.2023 at Brojahari Musafir High School and the Secretary of the said Cooperative Society was directed to do the needful as per the rules. In pursuance thereto, notices were issued for holding the AGM as well as the elections therein. The Respondent No.4 had also issued an order on 08.09.2023 fixing Page No.# 6/19 the date of nomination including venue fixed by the Society. The date of nomination was fixed on 14.09.2023 and the date of election was on 24.09.2023. 5. It may not be out of place to mention that the total shareholders of the Cooperative Society were 3065 members, and therefore, there was a requirement in terms with Section 34 of the Assam Cooperative Societies Act, 2007, (for short, ‘the Act of 2007’) that there should be at least 10% of the shareholders present to constitute the quorum. However, on the date and time so fixed for holding the AGM/election only 123 shareholders were present, and as such, on account of inadequate quorum in terms with Sub-section (1) of Section 34 of the Act of 2007 the AGM/elections could be held. 6. Section 34(2) of the Act of 2007 stipulates that the adjourned meeting cannot be held prior to 7 days in as much as the language so employed in Section 34(2) of the Act of 2007 is that the meeting shall be adjourned ordinarily to the same day in the next week at the same time and place. Additionally, the discretion which is otherwise available to the Chairman of the meeting was only to the extend the said period of 7 days to a period not exceeding 15 days. Under such circumstances, the AGM/ election could not have been held on or before 30.09.2023. Page No.# 7/19 7. It is under such circumstances, the Respondent No.4 passed the impugned order dated 03.10.2023, the dissolution of the Board on account of not holding the AGM/election within 30.09.2023 was confirmed and further directed appointment of a One Man Committee in terms with Section 41(6) of the Act of 2007. 8. The Petitioners, in that respect, is not aggrieved. The grievance of the Petitioners is that the Respondent No.4 could not have observed in the impugned order that the Board of Directors cannot be termed disqualified in as much as it is the case of the Petitioners that the Board of Directors having failed to hold the AGM/Election, they were disqualified by operation of law in terms with Section 40(4)(a) of the Act of 2007. SUBMISSIONS MADE ON BEHALF OF THE PARTIES 9. Mr. B. Sinha, the learned counsel appearing on behalf of the Petitioners submitted that as the AGM/election could not be held on or before 30.09.2023, by virtue of Section 40(4)(a) of the Act of 2007, the Directors of the existing Board disqualified to participate for a period of five years and this statutory injunction incorporated in Section 40 of the Act of 2007 was totally disregarded by the Respondent No.4 in passing the impugned order. Page No.# 8/19 10. Per contra, Mr. M. J. Quadir, the learned counsel who appears on behalf of the Private Respondents submitted that it is not a case wherein Section 40(4)(a) of the Act of 2007 would be applicable. The learned counsel submitted that the dissolution of the Board was on account of not holding the meeting in terms with Section 39 of the Act of 2007. However, as arrangements were made to hold the AGM/election by the Board of Directors on the basis of the resolution adopted on 20.08.2023; directions were issued to the Secretary of the Cooperative Society to take effective steps and steps were taken for holding the AGM/election on 24.09.2023, but could not be completed on account of lack of quorum. The learned counsel submitted that it would not be a case wherein the Private Respondents who were the Directors of the Board would be disqualified. The learned counsel appearing on behalf of the Private Respondents further submitted that Clause (c) of Section 40(4) was inserted by the amendment made to the Act of 2007 w.e.f. 28.05.2019, and therefore, Legislature had carefully taken into consideration that wherein arrangements were made for holding the elections, the Directors of the Board cannot be disqualified. In that regard, the learned counsel submitted that the issue involved in the instant proceedings is also covered by the judgment of the learned Coordinate Bench of this Court in the case of Uttar Bajani Page No.# 9/19 Akhanda Bahumukhi Samabai Samity Limited vs. State of Assam and Four Others, reported in 2020 GAU-AS..7393 and specifically referred to paragraph No.13 of the said judgment. 11. Mr. G. Bordoloi, learned counsel appearing on behalf of the Cooperation Department supporting the order dated 03.10.2023 submitted that the Petitioners ought to have resorted to the alternative and efficacious remedy available by preferring an Appeal before the Registrar, Cooperative Societies. The learned Standing Counsel further submitted that on merits that the impugned order dated 03.10.2023 cannot be said to be contrary to the provisions of the Act of 2007 in as much as arrangements were made for the purpose of holding the AGM/elections, and therefore, the Private Respondents herein who were the Board of Directors, should not be held to be disqualified. The learned counsel further submitted that Section 40(4)(a) of the Act of 2007 would apply in circumstances where AGM is not conducted or wrongly conducted, but in the instant case, steps for holding the AGM/election were taken, but on account of lack of quorum, the said AGM could not be proceeded with. ANALYSIS AND DETERMINATION 12. The materials on record reveal that there was an attempt made for holding the AGM/election on 24.09.2023. This aspect is apparent from a perusal of the resolution adopted by the Board Page No.# 10/19 of Directors on 20.08.2023 whereby the date as well as the venue for holding the elections were fixed. The Resolution of the Board of Directors of the Cooperative Society dated 20.08.2023 thereupon was forwarded to the Respondent No.4 and this very aspect would be apparent from the order of the Respondent No.4 dated 08.09.2023 whereby the Assistant Returning Officers were duly appointed and the AGM as well as the election were duly notified including the date of submission of the nomination. 13. The records further reveal that on the appointed date and time, the AGM was organized. However, on the said date, the AGM could not be proceeded with on account of the lack of quorum as required in terms with Section 34(1) of the Act of 2007. 14. It is also pertinent at this stage to take note of that in terms with Section 34(2) of the Act of 2007, the AGM/election organized on 24.09.2023 could not have been deferred to a date within 30.09.2023 in as much as it is the mandate of Section 34(2) of the Act of 2007 that the meeting would stand adjourned to the next week at the same venue and same time. 15. The question arises as to whether it can be said that it amounts to not conducting the meeting or wrongly conducting the meeting which is the requirement of Section 40(4)(a) of the Page No.# 11/19 Act of 2007. 16. It is the case of the Respondents that the dissolution in the present case was neither on account of not conducting or wrongly conducting the Annual General Meeting. In the instant case, though steps were taken for holding the AGM/Election, it could not be held due to lack of quorum. The learned counsel for the Respondents submitted that the amendment made to Section 40(4) of the Act of 2007 by the Assam Cooperative Societies (Amendment) Act, 2019 has to be taken note of. 17. It would be relevant to reproduce Section 40(4) of the Act of 2007. Sub-section (4) of Section 40 is reproduced herein under:- “40 (4) the period of [five] years has elapsed from the date such member ceased to be a Director for the following reasons:- (a) not conducting or wrongly conducting the Annual General Meeting under Section 39 or Special General Meeting under sub- section (3) of Section 33 and Board meetings under sub-section (3) of Section 43; (b) non submission of annual report of activities, annual financial statement of accounts to the general body under sub-section (4) of Section 30; (c) not conducting the meetings of the Board under sub-section (3) of Section 43 of delegates or representative under sub-section (4) of Page No.# 12/19 Section 41; (d) absence from Board meetings under sub-section (7) of Section 43; (e) automatic dissolution under sub-section (4) of Section 41; (f) for failure to take follow up action on audit report as specified in Section 85.” 18. From a perusal of the above quoted Section, it would show that to be eligible for being chosen as a Director of the Cooperative Society, there is requirement of a cooling period of five years when a person ceases to be a Director for the reasons mentioned in Clauses (a) to (f) of Section 40(4) of the Act of 2007. In other words, if a Director of a Cooperative Society ceases to be a Director for any of the reasons mentioned in Clauses (a) to (f) of Section 40(4) of the Act of 2007, he/she would not be eligible to contest for a period of five years from the date of cessation of the Directorship. In the backdrop of the above, let this Court analyze Clauses (a) to (f) of Section 40(4) of the Act of 2007 which have been quoted hereinabove. 19. Clause (a) of Section 40(4) of the Act of 2007 envisages a situation where no AGM was conducted or if the AGM was conducted but wrongly conducted. The said Clause specifically refers to Section 39, Section 33(3) and Section 43(3) of the Act of 2007. It is relevant for the purpose of the instant case to take Page No.# 13/19 note of Section 39 of the Act of 2007 which stipulates that it is the mandate of law that the AGM of the registered Cooperative Society shall be held at least once in every cooperative year within a period of six months of the close of the financial year to transact the business as provided in the Act of 2007. It is also mandated that the Board would be automatically dissolved for not holding the AGM within six months from the expiry of every financial year. Therefore, it is clear that the AGM is required to be held at least once in every cooperative year. The term "cooperative year" had been defined in Section 2(h) of the Act of 2007. In other words, there is a requirement of holding AGM of a Cooperative Society in every cooperative year. It is also relevant to take note of Section 30 of the Act of 2007 which stipulates about the matters to be dealt with in the AGM. Amongst many, Clause (a) of Section 30 of the Act of 2007 clearly stipulates that the election of the delegates and representatives, if fallen due is one of the matters to be dealt in the AGM. The phrase "if fallen due" is of relevance in as much as Section 31 of the Act of 2007 specifically mentions that the term of the Board shall be five cooperative years from the date of election of the Directors. In other words, elections are to be held in AGM whereas in all AGM’s, election may not be a matter to be dealt with. This aspect is of importance to understand the scope Page No.# 14/19 and ambit of Clause (a) of Section 40(4) of the Act of 2007 in as much as the said Clause only refers to not conducting the AGM or wrongly conducting the AGM. In the opinion of this Court, one could have arrived at a conclusion that the Private Respondents would have suffered disqualification if only Clause (a) of Section 40(4) of the Act of 2007 was there as there was no AGM conducted. However, the insertion of Clause (e) to Section 40(4) of the Act of 2007 changes the entire scenario in as much as Clause (e) of Section 40(4) of the Act of 2007 specifically deals with a situation where there is automatic dissolution under Section 41(4) of the Act of 2007. 20. Section 41 of the Act of 2007 specifically deals with Elections. Section 41(4) of the Act of 2007 being relevant is reproduced herein under:- “41(4) Where a Board fails to arrange for holding election of the Directors or delegates, as the case may be, before the expiry of the term of their office in accordance with the Act and bye-laws, all Directors shall cease to be Directors on the expiry of the period as specified in Section 42(1).” 21. The above quoted provision stipulates the circumstances when all the Directors shall cease to be Directors on the expiry of the period as specified in Section 42(1) of the Act of 2007 which is five years from the date of election. The circumstance when such Directors cease to be Directors is when the Board fails to Page No.# 15/19 arrange for holding election of the Directors or delegates before the expiry of the period mentioned in Section 42(1) of the Act of 2007. 22. Clauses (b), (c), (d) and (f) of the Section 40(4) of the Act of 2007 is not relevant for the purpose of the present dispute and as such this Court is not dealing with the same. 23. This Court finds it pertinent to take note of the legal maxim "Generalia Specialibus Non Derogant” which means that General provision cannot override special provision. In the context of the instant case as Section 40(4)(e) of the Act of 2007 specifically deals with dissolution under Section 41(4) of the Act of 2007, therefore when a circumstance arises that the elections could not be held which led to the cessation of Directorship then the disqualification as mentioned in Section 40(4)(e) of the Act of 2007 would be applicable else and not the general provisions, i.e. Section 40(4)(a) of the Act of 2007. 24. It is of importance to note that Section 41(4) of the Act of 2007 would come into play when the Board fails to arrange for holding the elections. However, if arrangement were made, Section 41(4) of the Act of 2007 would not apply. The cessation of the Directorship would then automatically happen by efflux of time as mandated in Section 42(1) of the Act of 2007. Page No.# 16/19 25. In the present facts, it cannot be said that the Board did not arrange for holding the elections. There was a resolution adopted on 20.08.2023 to hold the AGM/elections on 24.09.2023. The Respondent No.4 was duly informed. Steps were taken for organizing the AGM/Election and it was on account of the quorum being not there, the AGM/Elections could not be conducted. Under such circumstances, it is the opinion of this Court that the Private Respondents who were the Directors could not have been disqualified vide Section 40(4)(e) of the Act of 2007. 26. The said opinion of this Court is further supported by the judgment of the learned Coordinate Bench of this Court in the case of Uttar Bajani Akhanda Bahumukhi Samabai Samity Limited (supra), and more particularly, to the observations made at paragraph No.13 of the said judgment which is reproduced herein under:- “13. Apparently, the provisions of Section 41(4) and 41(6) are applicable when a Board of Directors had failed to arrange for holding of election before expiry of the term of their office in accordance with the Act and the bye-laws. The condition precedent to invoke the powers under Sections 41(4) and 41(6) would be that the existing Board of Directors must have failed to arrange the holding of the election before expiry of the term. As we have already taken note of that the Board of Management of the existing Board of Directors in their meeting dated Page No.# 17/19 16.05.2020 had taken the resolution that the AGM to elect the new Board of Directors would be held on 25.06.2020. Therefore, it cannot be said that the existing Board of Directors had failed to arrange for holding of the election of the Board of Directors. It is another reason that the election that had not taken place as because the District Administration had not given the permission. The act of the District Administration in not giving the permission cannot be construed that the Board of Directors had failed to hold the meeting, in as much as all the endeavour that are required to be made under the Act and bye-laws to hold the meeting had been performed by them in taking the resolution dated 16.05.2020 to hold the AGM on 25.06.2020.” 27. In that view of the matter, this Court does not find any infirmity in the order dated 03.10.2023 which has been impugned in the instant proceedings. 28. It however surprises this Court to take note of that in terms with Section 41(6) of the Act of 2007, the permissible period for the Executive Officer to conduct the affairs of the Cooperative Society is limited to 90 days. This period of 90 days, the legislature had provided to the Executive Officer to take appropriate steps for holding the AGM/elections. It shocks and surprises this Court that even after a passage of more than two and a half years, no steps in that regard have been taken by the Cooperation Department in as much as it has been informed to this Court during the course of the hearing that the Executive Officer appointed by the order dated 03.10.2023 is still Page No.# 18/19 controlling the affairs of the Cooperative Society. It is in the opinion of this Court that the said aspect is in negation of the democratic principles behind the running of the Cooperative Society. 29. Accordingly, the instant writ petition stands disposed of with the following observations and directions:- (i) This Court for the reasons aforesaid is not inclined to interfere with the order dated 03.10.2023. (ii) The Board of Directors of the Cooperative Society who were there in the management prior to the dissolution vide the impugned order dated 03.10.2023 shall not be subject to disqualification in terms with Section 40(4) of the Act of 2007. However, they may be subject to any other disqualifications under the Act of 2007, which would be taken into consideration by the Returning Officer so appointed. (iii) The Registrar, Cooperative Societies is directed to instruct the Executive Officer to take effective steps for holding the AGM/election of the Cooperative Society and the same should not be later than 90 days from the date of the present judgment. (iv) Mr. G. Bordoloi, the learned counsel who appears on Page No.# 19/19 behalf of the Cooperation Department shall duly intimate the Registrar, Cooperative Societies, Government of Assam to do the needful as per the directions given herein above. (v) No costs. JUDGE Comparing Assistant Pradip Kumar Kalita Digitally signed by Pradip Kumar Kalita Date: 2026.06.26 13:38:39 +05'30'