TaxTMI 
TaxTMI 
2018 (8) TMI 1032
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....ppellant Bank that appellant lent an amount of Rs. 40 Crores to respondent no. 2Petrofils Cooperative Ltd (hereinafter referred to as "Petrofils") by way of fixed deposits which carried interest @ 18% p. a between 23. 11. 1995 to 18. 02. 1996. That the deposits were for the period between 60 days and 90 days. It is the case on behalf of the appellant Bank that against the aforesaid finance deposit of Rs. 40 crores, by way of security, the Petrofils agreed to handover custody of 38, 04, 100 equity shares of respondent no. 1Gujarat Industries Power Company Limited. According to the appellant, the Petrofils handed over the custody of 5 share certificates which are in respect of 38, 04, 100 equity shares of respondent no. 1 company to one Jashlok Finance Services who as such was broker / agent of the Petrofils. According to the appellant, the said share certificates were handed over to the said Jashlok Finance Services vide letter dated 19. 12. 1995. According to the appellant, the Petrofils in the year 1997 agreed to create second charge on the fixed assets of Petrofils in favour of the Bank. According to the appellant, the appellant addressed a letter to Jashlok Finance Services to e....
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....l Public to not to deal with the shares held by Petrofils and if any body does so the company will be in no way be responsible for any loss or damage arising out of the refusal by the company to transfer the shares in question. A copy of the Notices dated 3rd May, 1999 published in the newspapers is enclosed herewith for your reference as Annexure B. (3). The then Chairman and Managing Director of Petrofils Shri J K Desai had written a letter (copy marked to you also) wherein it was specifically mentioned that no transfer / invocation of shares in question be contemplated without 15 days prior intimation to Petrofils and the same needs to be complied with by you before lodging these shares for transfer (copy enclosed as Annexure C). (4). You may be aware that Petrofils is now under liquidation and all the assets would vest with the Liquidator appointed for the purpose and all the claims would lie to the liquidator and the order of liquidation may operate as bar on various actions including the transfer of such shares which are pledged with you before liquidation. " 2. 4. That the respondent no. 1 company returned the original share transfer deeds, however it re....
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....ppellant. 4. 1. It is further submitted by Shri S. N. Soparkar, learned advocate for the appellant that as such the learned CLB ought to have appreciated that the ground on which the respondent no. 1 company refused to register the transfer of 38, 04, 100 shares in favour of the appellant were not tenable in law and were not sustainable. It is submitted that therefore, the learned CLB in exercise of powers under Section 111A of the Companies Act ought to have directed the respondent no. 1 to register the transfer of 38, 04, 100 shares which were held by the appellant by way of security, which were handed over to the appellant by the respondent no. 2Petrofils its agent / broker as a security while taking fixed deposit of Rs. 40 crores from the appellant. 4. 2. It is further submitted by Shri S. N. Soparkar, learned advocate for the appellant that the subject shares were delivered to the appellant Bank through broker M/s Jaslok Finance Services as and by way of security for the amount of deposit of Rs. 40 Crores made by the appellant in favour of the respondent no. 2Petrofils. It is submitted that there may be some dispute as to the exact date of handing over of the delivery bu....
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....with the directions under the Companies Act. It is submitted that proviso to Section 111A( 2) of the Act provides that a Company can refuse to register of shares by showing "sufficient cause". It is submitted that the phrase "sufficient cause" is to be tested in relation to the grounds and limitation as stipulated under Sec. 111A (3) of the Act. In support of his above submissions, learned counsel for the appellant has relied upon decision of the Hon'ble Supreme Court in the case of Amonia Supplies Corporation Private Limited vs. Modern Plastic Containers Private Limited reported in (1998) 7 SCC 105 (para 28 to 31). 4. 6. It is further submitted by Shri S. N. Soparkar, learned advocate for the appellant that Section 111A of the Act allows the shares or debentures of any company to be freely transferred. It is submitted that this provision contained in the law for the free transferability of shares is founded on the principle that the members of public must have the freedom to purchase and, every shareholder, the freedom to transfer. It is submitted that the principle of free transferability must be given a broad dimension in order to fulfill the object of the law. It is subm....
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....19) . 4. Dove Investments Private Limited vs. Gujarat Industrial Inv. Corporation Limited reported in (2006) 2 SCC 619 (para 12) 5. ClaudeLila Parulekar Vs. Sakal Paper Private Limited reported in (2005) 11 SCC 73. 6. Western Maharashtra Development Corporation Limited Vs. Bajaj Auto Limited reported in (2010) 154 CC 593 (Para 51 to 63). 7. Mafatlal Industries Limited. Vs. Gujarat Gas Co. Ltd. & Ors reported in 1998 (1) GLH 567 (para 40 to 45). 8. Garware Marine Industries Limited reported in (2015) 192 Company Cases 204 (para 9). 9. Bajaj Auto Limited Vs. N. K. Firodia & Another reported in 1970 2 SCC 550 (Para 13, 14, 27 TO 30). 4. 8. It is further submitted by Shri S. N. Soparkar, learned advocate for the appellant that even the ground on which the learned CLB has rejected the appeal preferred by the appellant and has refused to direct the respondent no. 1 company to register the transfer in favour of appellant are not germane and not sustainable. 4. 9. It is further submitted by Shri S. N. Soparkar, learned advocate for the appellant that pendency of the Civil Suit which was filed by the appellant against the responden....
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....t of the respondent no. 1 company even to retain the original share certificates which were presented by the appellant is not sustainable at all and same is absolutely arbitrary. It is submitted that assuming without admitting and without prejudice to the aforesaid contention, even if it is found that the company is justified for valid reasons in rejecting the transfer the shares in that case also, company has to return the original shares certificate which were presented for transfer to a person who presented it along with transfer forms for transfer of shares. It is submitted that in the present case such an act of the respondent no. 1 company is absolutely mala fide and in connivance with the respondent no. 2 Petrofils and only with a view to favour respondent no. 2 being subsidiary of respondent no. 1 company. Making above submissions and relying upon the above decisions, it is requested to quash and set aside the impugned order passed by the CLB and to direct the respondent no. 1 to effect the transfer of shares and rectify the register of shares in exercise of powers under Section 111 A of the Act, as prayed for. 5. 0. Present appeal is vehemently opposed by Shri Mihir ....
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....f of the respondent no. 2Petrofils that the appellant's claim of pledge is untenable is concerned, it is submitted that by letter dated 25th July 2005, the Appellant sought to transfer 38, 04, 100 shares of GIPCL held by Petrofils. This transfer was on the basis of an alleged pledge. Therefore, the issue of the Appellant's entitlement as a pledgee and the manner in which it sought to exercise those rights of transfer squarely fall for consideration. Considering the aforesaid dispute about the title of the shares in question and the Appellant's entitlement to transfer the shares, the Company had 'sufficient cause' to reject the transfer. It is submitted that it has consistently been the Liquidator's case that there existed no pledge between the parties as alleged by the Appellant. 5. 2. Now, so far as submission on behalf of the respondent no. 2Petrofils that there was no delivery of shares to the Appellant in order to constitute a valid pledge is concerned, it is submitted that in November 19951996, Petrofils had accepted monies from the Appellant in the form of Fixed Deposit Receipts and not loans, which the Appellant could not grant. It is submitted that on 19th December 1....
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.... pledge. 5. 2. 7. It is submitted that admittedly in the present case the shares in question were given to Jaslok Finance. It is undisputed that Jaslok Finance was holding shares for and on behalf of Petrofils. It is submitted that this is demonstrated by the letter dated 16th November 1996 wherein Jaslok Finance states that the shares of GIPCL are in its possession "on behalf" of Petrofils. It is submitted that furthermore, Jaslok Finance too understood that it could not transfer or give the blank share forms to the Appellant without Petrofils' consent. It is submitted that this is demonstrated by the letter dated 7th August 1999 where Jaslok Finance writes to Petrofils to provide it with a Board Resolution for giving shares as security and duly executed new transfer deeds. It is submitted that Jaslok Finance also believed that the pledge did not exist, and hence sought such additional documents. 5. 3. Now, so far as the submission on behalf of the respondent no. 2Petrofils that the alleged delivery of shares to the Appellant was done surreptitiously and unauthorisedly and therefore, it would not constitute valid delivery for the purpose of creating a pledge. It is submitted....
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....Bench of the Bombay High Court in the case of Official Assignee, Bombay v. Madholal Sindhu, 1946 ILR Bom 1. It is submitted that in the aforesaid decision, it is held that Section 176 of the Indian Contract Act, 1872 is a mandatory provision and not subject to a contract to the contrary. It is further observed and held in the said decision that any term in a contract giving an unqualified power of sale to a pledgee would be inconsistent with the provisions of section 176. It is further observed and held that even though a pledgor fails to redeem, the pledgee cannot sell the goods without notice to the pledgor. A sale without notice is not a mere irregularity but is void. It is held that the notice contemplated under Section 176 was not a mere technicality. It is submitted and it is further held that the Pledgee must exercise his right of sale in a lawful manner, if there was no notice prior to the case it would not constitute a lawful sale and would be void. In support of his above submission, he has relied upon the decision of the Delhi High Court in the case of GTL Ltd. v. IFCI Ltd. reported in 2011 (126) DRJ 394. 5. 4. 1. It is further submitted by Shri Joshi, learned counsel....
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....2. It is submitted that between 1999 to 2005 the Appellant does nothing with regards to the alleged pledge of shares. It is submitted taht on 14th October 1999 the Appellant filed Special Civil Suit No. 768 of 1999 seeking the recovery of monies due along with an injunction restraining Petrofils from creating any third charge. It is submitted that there is no mention of any alleged pledge. It is submitted that on 14th October 1999, the Appellant also files an Application in the Suit seeking an injunction from selling, alienating or creating any further charge on their immovable property till the disposal of the Suit. 5. 6. 3. It is submitted that subsequently, only in July 2005 the Appellant filed an application seeking a direction to have the shares transferred in favour of the Appellant. This is the first time that the pledge is mentioned in the said proceedings. It is submitted that furthermore, it must be noted that it is the Appellant that brings the pledge within the scope of the Civil Suit and seeks it enforcement. 5. 6. 4. It is submitted that this stage too the Liquidator seriously contested the application. It is submitted that on 3rd August 2005, the Liquidator sub....
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.... of the Company. 5. 8. 2. It is submitted that on 31st August 2005, Company forwarded the said letter stating that the shares could be transferred because of a pending litigation between the parties being Special Civil Suit No. 758 of 1999. 5. 9. It is further submitted by Shri Joshi, learned counsel for the respondent no. 2 that the disputes pertaining to title are sufficient cause for rejecting transfer of shares. It is submitted that Section 111A of the Companies Act, 1956 provides that a Company may not refuse the transfer of shares without sufficient cause. It is the Liquidator's case that there existed sufficient cause for the company to refuse the present transfer of shares. It is submitted that as demonstrated the Respondent disputes the existence of any alleged pledge. There has been no delivery of the shares to the Bank. In the absence of this essential ingredient no pledge can be said to exist. It is submitted that Section 172 of the Indian Contract Act, 1872. The shares were merely delivered to Jaslok Finance as comfort and not to the Bank. The Bank has already made a claim as an unsecured creditor. It has in no way stated to have any form of security in its claim....
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....se parties have disputed the factum of pledge for the past six years. It is submitted that the company was made aware of this. It is submitted that the Appellant had even filed legal proceedings before the invocation of the pledge wherein the factum of pledge was denied and was in dispute. It is submitted that in addition to the above the Company was also aware of the bar under Section 117 since Petrofils was already under liquidation. 5. 10. It is further submitted by Shri Joshi, learned counsel for the respondent no. 2 that as Petrofils respondent no. 2 gone into liquidation the determination of pledge and the priority of contributions is to be determined by the Liquidator and not by the CLB or Company Court. It is submitted that therefore, the present transfer would therefore circumvent the provisions of Section 117 of the MSCS Act, 2002. 5. 10. 1. It is submitted that under Section 117(1)(b) of the MSCS Act, 2002 no Court shall have jurisdiction in respect of any matter concerning the winding up and the dissolution of a multistate cooperative society. It is submitted that Section 90 powers of the liquidator. It is submitted that Section 90(1) states that the whole of the ....
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.... 12. 2. It is submitted that the express provision makes it clear that no suit or legal proceedings may be proceeded with in any court except by the leave of the Central Registrar. It is not in dispute that the Hon'ble CLB would be a Court and proceedings under Section 111A would constitute "other legal proceedings". The CLB has been held to be a Court by the Hon'ble Supreme Court in a catena of judgments and most recently in E. Bapanaiah v. K. S. Raju, reported in (2015) 1 SCC 451. 5. 12. 3. It is further submitted that furthermore, it is submitted that the recovery of monies and the exercise of a pledge pertaining to an investment of Petrofils would be included within the phrase "relating to the business of such a society". It is submitted that any commercial activity, including but not limited to borrowing, providing of any alleged security and the enforcement of such security would relate to the business of the society. Hence it is submitted that the present proceedings before the CLB were without jurisdiction. The learned CLB rightly held that since no permission was obtained in accordance with Section 117, the present proceedings were without jurisdiction. 5. 13. Now, s....
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.... such rights are created. It is submitted that in fact as per the liquidator that no blank transfer forms were even handed over to the Appellant. So far as submission on behalf of the appellant that the transfer of shares to its name was not an invocation of the pledge but merely perfecting title is contrary to law is concerned, the same is contrary to law. It is submitted that even the contention on behalf of the appellant that the transfer does not amount to conversion since the Appellant was not going to credit the proceeds of the shares to the name of Petrofils, needs to be rejected at the very outset. It is submitted that the argument that the transfer deeds were filed and the transfer was sought was to perfect the security is not the case that is pleaded. In any case as demonstrated above a transfer to oneself by a pledgee would amount to conversion and forfeiture and is impermissible. Various judgments Neikram Dobay v. Bank of Bengal, 1891 LR 60, Official Assignee, Bombay v. Madholal Sindhu, 1946 ILR Bom 1, GTL Ltd. v. IFCI Ltd. , 2011 (126) DRJ 394, Balakrishna Gupta v. Swadeshi Ploytex, (1985) 2 SCC 167, and Lallan Prasad v. Rahmat Ali, AIR 1967 SC 1322 have all held that ....
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.... the learned CLB. To avoid repetition, he has adopted the submission made by Shri Joshi, learned counsel for the respondent no. 2 Petrofils. 6. 1. It is submitted that in the present case reasons given by the respondent no. 1 company vide letters dated 12. 08. 2005 and 31. 08. 2005 refusing to register the subject shares in favour of the appellant, constitutes sufficient cause under Section 111A(2) and therefore, the same does not warrant interference of this Court. 6. 2. It is submitted that the words "sufficient cause" are wide enough to confer enough discretion upon the respondent no. 1 to refuse transfer of the subject shares for any good cause. It is submitted that the cause does not have to be a substantial or real cause. It is submitted that in the present case, respondent no. 1 decision to refuse transfer is objectively based on good cause because the decision is taken in consonance with Article 5(c) of the Articles of Association of respondent no. 1 and further the aforesaid AOA is not under challenge by the appellant. Further, it is pertinent to point out that the respondent No. 1's decision was also affirmed by CLB in the appeal preferred by the appellants. In ....
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....can refuse registration and transfer of shares if the AOA reserves that power and that such decision would qualify as a prudent commercial decision not warranting interference by the Court. Therefore, the respondent No. 1 decision refusing registration of transfer of subject shares in favour of the appellant is in consonance with the AOA as well as, as per the aforesaid case laws pertaining to the subject matter. Making above submissions and relying upon the above decisions, it is requested to dismiss the present Appeal. 7. 0. Heard the learned counsels for the respective parties at length. At the outset, it is required to be noted that what is challenged in the present appeal is the impugned order passed by the learned Company Law Board in the application / appeal submitted by the appellant herein submitted under Section 111 A of the Companies Act, by which, the learned Company Law Board refused to direct the respondent no. 1 company to register the transfer of 38, 04, 100 shares in favour of the appellant original applicant Mehsana District Central Cooperative Bank Limited, which shares, according to the appellant were put as a pledge / security by the respondent no. 2 comp....
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....be noted that by the said communication dated 12. 08. 2005, the respondent no. 1 company not only refused to register the transfer of the share in favour of the appellant original applicant to even kept custody of the original share certificate lodged with it and returned only the original transfer deed along with xerox of share certificate lodged. 7. 3. That thereafter, when the appellant herein original applicant approached the learned Company Law Board under Section 111A of the Companies Act, the learned Company Law Board by impugned order has rejected the said application / appeal under Section 111 A of the Companies Act and has refused to direct the respondent no. 1 company to register the share in question in favour of the appellant herein original applicant on the ground inter alia, that (1) that the appellant Bank has failed to prove that the impugned shares were pledged with them; (2) that the petitioner Bank had already filed suit against the company (Petrofils) and the said suit is pending; (3) that the issue regarding as to whether the impugned shares are pledged with the petitioner bank can be decided in the said suit. The relevant discussion in the order passed by ....
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....urt found that the Directors gave reasons which were legitimate, the Court would not overrule that decision merely on the round that the Court would not have come to the same conclusion. Reference may be made to the decision in Balwant Transport Co. Ltd. Amraoti v. Y. H. Deshpande(3) which is a Bench decision of the Nagpur High Court. Sapate was a shareholder in the company and owned 31 shares. One of his shares was sold by public auction and was purchased by Deshpande. Deshpande applied for registration. The Article in the Nagpur case conferred absolute and uncontrolled discretion on the Directors to refuse to register transfer where in the opinion of the Directors it was not in the interest of the company to admit the proposed transferee to membership. The evidence in that case was that Deshpande was the lawyer of Sapate. Sapate was quarrelling with the company. Sapate also joined a rival concern. The Directors decision in those surrounding circumstances was found to be a legitimate exercise of the power of the Directors in the interest of the company, 22. The decision in Re. Smith & Fawcett Ltd. (1) indicates the extent to which the court upholds the exercise of absolut....
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....onary power of the Directors when they wanted to safeguard the. Directors personal interest against McRobert. 8. 2. In the case of Ammonia Supplies Corporation (P) Ltd (supra) in para 28 to 31, the Hon'ble Supreme Court has observed and held as under: "28. Question for scrutiny before us is the peripheral field within which court could exercise its jurisdiction for rectification. As aforesaid the very word "rectification" connotes something what ought to have been done but by error not done and what ought not to have been done was done requiring correction. Rectification in other words, is the failure on the part of the company to comply with the directions under the Act. To show this error the burden is on the applicant, and to this extent any matter or dispute between persons raised in such Court it may generally decide any matter which is necessary or expedient to decide in connection with the rectification. 29. Both under the 1913 Act and 1960 Act a procedure is prescribed for admitting a person as member by purchase or transfer of shares of that company. With reference to 1913 Act under Section 29, a certificate of shares or stock shall be prima facie ....
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....of the register. 31. Subsection (1) (a) of Section 155 refers to a case where the name of any person without sufficient cause entered or omitted in the register of members of a company. The work 'sufficient cause' is to be tested in relation to the Act and the Rules. Without sufficient cause entered or omitted to be entered means done or omitted to do in contradiction of the Act and the Rules or what ought to have been done under the Act and the Rules but not done. Reading of this subclause spells out the limitation under which the court has to exercise its jurisdiction. It cannot be doubted in spite of exclusiveness to decide all matter pertaining to the rectification it has to act within the said four corners and adjudication of such matter cannot be doubted to be summary in nature. So, whenever a question is raised court has to adjudicate on the facts and circumstance of each case. If it truly is rectification all matter raised in that connection should be decided by the court under Sec. 155 and if it finds adjudication of any matter not falling under it, it may direct a party to get his right adjudicated by civil court. Unless jurisdiction is expressly or impli....
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....spondent totally denies any share having been purchased by the appellantcompany or any amount paid to it. No transfer of any such share was ever approved by the Board of Director. It is urged the money even if advanced to Sri V. K. Bhargava by the appellantcompany if at all was a private transaction between the two to which respondentcompany has no concern. So we find there is total denial by the respondent. We have gone through the judgment of the High Court. It has rightly held the law pertaining to the jurisdiction of 'court' under Sec. 155 and even referred to some of the documents of the appellant but concluded since they are disputed and said to be forged hence directed for seeding leave if advised for suit. We feel it would have been appropriate if the court would have seen for itself whether these documents are disputed and any document is alleged to be forged whether it said to be so jurisdiction of the civil court. So we conclude the principle of law as decided by the High Court that jurisdiction of Court under Section 155 is summary in nature cannot be faulted. reverting to the second limb of submission by learned counsel for the appellant that court should not h....
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....t mean that if there is a good reason then the Board has no power to refuse to register the transfer of shares. This Court while examining the action of the Board of Directors is not expected to exercise original appellate jurisdiction and sit in appeal on question of fact. The judicial review while hearing in appeal from the decision of the Company Law Board would be limited to see whether there was a bona fide exercise of power by the Board of Directors while refusing to register the transfer of shares". 8. 4. In the case of Luxmi Tea Company Limited (supra), in para 5 to 7 and 15, the Hon'ble Supreme Court has observed and held as under: 5. Having heard learned counsel for the parties we are of the opinion that unless there is any impediment in the transfer of a share of a public limited company, such as the appellant, a shareholder has the right to transfer his share. Correspondingly, in the absence of any impediment in this behalf the transferee of a share, in order to enable him to exercise the rights of a shares holder as against the Company and third parties, which is not possible until the transfer is registered in the company's register, is entitled to....
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....nfer any right but only casts a duty to give notice of refusal to register the transfer of a share and provides for punishment in case of default in doing so. Giving of notice is necessary, inter alia, to facilitate the exercise of the right of appeal conferred by subsection (3) and (4) of Section 111. To introduce a concept of either conferment or recognition of a right to refuse registration of the transfer of a share in subsection (2) militates against and runs counter to the very texture and purpose of this subsection. Such an interpretation would have the effect of imputing to the legislature an intention of making an effort to fix a square peg in a round hole, when the purpose, if it was to confer or recognize any inherent power to refuse registration of the transfer of a share, could plainly be achieved by inserting the words "or otherwise" after the words "under its articles" and before the words "to refuse to register" in subsection (1) of Section 111 which is the subsection relevant for such purpose. 7. The words "or otherwise" take colour from the context in which they are used. In our opinion, the words "under its articles" in subsection (2) of Section 111 of t....
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....upra), the Hon'ble Supreme Court has while not accepting the submission, and the view of the Company Law Board that refusal to register the transfer of shares can be permitted only if the transfer is otherwise illegal or impermissible under any law and has further observed and held that refusal can be on the ground of violation of law or any other sufficient cause. It is further observed that conflict of interest in a given situation can also be a cause. It is further submitted that whether the same is sufficient in the facts and circumstances of a given case for refusal of registration, is for the Company Law Board to decide right to appeal. 8. 6. On considering the aforesaid decision of the Hon'ble Supreme Court, principle of law which is imparting is that there is no absolute right in favour of Directors of the Company not to register the transfer of shares; that the Director must act bonafidely and in the interest of company; the Director can refuse the register of transfer of shares if for the valid reasons, the Board of Directors are of the opinion that such transfer shall not be in the company interest; that the proceedings before the CLB are summary in nature; th....
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.... in the aforesaid decisions the shares of company are fully transferable, until and unless company is able to demonstrate sufficient cause to refuse such a transfer. Sufficient cause is not defined and therefore, has to be read in light of the decision of the Hon'ble Supreme Court referred to herein above. As observed herein above, on the basis of objection raised by the transferor, the same can be said to be "sufficient cause" not to transfer such freely transfer shares. 9. 4. In the present case, it is required to be noted that initially when the company refused to transfer the share in the name of appellant transferee in fact no objection at all were there by the respondent Petrofils. The respondent Petrofils lodged the objection only after the decision of the company not to transfer the shares in favour of the appellant transferee. It is also required to be noted that even thereafter also the respondent no. 1 did not refuse to register / transfer of share in the name of appellant on the ground that there are serious dispute with respect to title / pledge. The CLB in the impugned order rejected the appeal / application submitted by the appellant under Section 111A( 2) of ....
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....deeds were given to Jashlok Finance who acted as a broker. It is not in dispute that the transfer deeds / forms are in fact signed by the Petrofils. 10. 2. Even it is not the case on behalf of the respondent no. 2Petrofils that the transfers which were not duly acknowledged and / or signed by them. It also emerges that Jashlok Finance who were in custody of the shares certificate along with transfer deed acknowledge and signed were in possession of the Jashlok Finance from the date on which the fixed deposits were taken by the respondentPetrofils. It is also emerges and come on record that Jashlok Finance handed over the shares certificate along with duly acknowledged the transfer deeds to the appellant. Considering the aforesaid transfer and the impugned decision of the CLB rejecting the application submitted by the appellant, cannot be said to be "sufficient ground" not to transfer freely transferable share in favour of appellant. 11. Now, so far as submission that respondent no. 2Petrofils has gone into liquidation and therefore, in view of the bar under Section 117 of the Multi State Cooperative Societies Act is concerned, at the outset, it is required to be noted that in....