IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HONOURABLE MR. JUSTICE P.N.RAVINDRAN TUESDAY, THE 5TH JULY 2011 / 14TH ASHADHA 1933 WP(C).No. 11631 of 2011(D) ----------------------------------------- PETITIONER(S): ------------------------ THRISSUR DISTRICT CO-OPERATIVE BANK STAFF ASSOCIATION, REG. NO. 44/1986, TRICHUR, REPRESENTED BY THE SECRETARY SAJAN C. GEORGE. BY ADV. SRI.GEORGE POONTHOTTAM RESPONDENT(S): -------------------------- 1. THE REGISTRAR OF CO-OPERATIVE SOCIETIES, THIRUVANANTHAUPURAM. 2. THE JOINT REGISTRAR OF CO-OPERATIVE SOCIETIES (G), THRISSUR. 3. TRICHUR DISTRICT CO-OPERATIVE BANK LTD., HEAD OFFICE, TRICHUR, REPRESENTED BY THE GENERAL MANAGER. R1 & R2 BY GOVERNMENT PLEADER SRI. BASANT BALAJI R3 BY ADV. SRI. P.C. SASIDHARAN, SC THIS WRIT PETITION (CIVIL) HAVING BEEN FINALLY HEARD ON 08/06/2011, THE COURT ON 5/07/2011 DELIVERED THE FOLLOWING: Kss WPC.NO.11631/2011 D APPENDIX PETITIONER'S EXHIBITS: P1: COPY OF THE PROPOSED BYELAW AMENDMENT TO CLAUSE 39. P2: COPY OF THE REPRESENTATION DTD. 20/01/2011. P3: COPY OF THE REPRESENTATION DTD. 9/02/2011. RESPONDENT'S EXHIBITS: N I L /TRUE COPY/ P.S.TO JUDGE Kss P.N.RAVINDRAN, J. ----------------------------------------- W.P(C).No.11631 of 2011 ----------------------------------------- Dated this the 5th July, 2011 JUDGMENT The petitioner herein, a registered trade union representing majority of the workers of the third respondent bank has filed this writ petition for an order directing respondents 1 and 2 to take appropriate action on Ext.P3 representation after hearing the representatives of the petitioner, before a decision is taken to approve the amendment to the bye-laws of the third respondent bank. It is contended that if the proposed amendment is approved it will seriously prejudice the interests of the petitioner and the employees of the third respondent bank and therefore respondents 1 and 2, who are statutorily bound to protect the interests of the employees also, should take a decision in the matter of approving the amendment only after affording the petitioner an opportunity of being heard. 2. The petitioner had earlier filed W.P(C)No.31627 of 2010 in this Court along with one of its members challenging the circulars issued by the General Manager of the third respondent W.P(C) NO.11631/2011 -:2:- bank. The Board of Directors of the third respondent bank had on 5.8.2006 adopted a resolution whereby it authorised Branch Managers to sanction loans upto Rs.1 lakh. The Managing Committee also resolved to constitute a Loan Sanction Committee for every branch consisting of the Branch Manager and the Senior Accountant of the branch. Various other decisions were also taken in relation to the sanction and disbursement of loans. Pursuant thereto, the General Manager of the third respondent bank issued a circular dated 5.8.2006 incorporating the decision taken by the Board of Directors. Still later, the Board of Directors that met on 7.7.2010 resolved to authorise other employees of the bank also to sanction loans. Consequently the General Manager of the third respondent bank issued a circular dated 13.7.2010. Thereafter the General Manager of the third respondent had issued yet another circular dated 7.10.2010 laying down the guidelines for sanctioning and disbursing loans. 3. Aggrieved by the aforesaid resolutions/circulars the Secretary of the petitioner trade union submitted a representation dated 10.10.2010 to the Registrar of Co-operative Societies wherein it was contended that the decision taken by the Board of Directors to pass on the responsibility to employees under the W.P(C) NO.11631/2011 -:3:- guise of decentralisation of power is one intended to save the members of the Board of Directors from being held liable for the loss if any sustained by the bank as a result of the sanction and disbursement of loans. The petitioner trade union thereafter filed W.P(C)No.31627 of 2010 challenging the aforesaid circulars and praying for an order directing the Registrar of Co-operative Societies to consider the representation dated 10.10.2010, a copy of which was produced and marked as Ext.P5 in that writ petition. The said writ petition, which was filed on 14.10.2010, came up for admission before a learned single Judge of this Court on 15.10.2010. By judgment delivered on the same day, the learned single Judge held that if the petitioners are aggrieved by the resolutions, which are impugned in the writ petition, their remedy lies under section 69 of the Kerala Co-operative Societies Act and not under rule 176 of the Kerala Co-operative Societies Rules. In arriving at the said decision the learned single Judge held that the main issue involved relates to alteration of service conditions. It was thereafter that the instant writ petition was filed seeking the aforesaid reliefs. It is stated that though resolutions had been adopted by the Board of Directors of the third respondent bank and circulars had been issued constituting branchwise committees W.P(C) NO.11631/2011 -:4:- for sanctioning and disbursing loans, on protest lodged by the petitioner union the said practice was stopped and that thereafter loans were being sanctioned and disbursed through Branch Managers and higher officers. The writ petition proceeds to state that the third respondent has however proposed an amendment to the bye-laws to constitute a Loan Sanctioning Committee, that a general body meeting was convened for the said purpose on 22.1.2011, that upon coming to know of the said general body meeting the Secretary of the petitioner union submitted Ext.P2 representation dated 20.1.2011 to the Registrar of Co-operative Societies, that no action was taken on the said representation and that the General Body resolved to adopt the proposed amendment as a result of which bye-law 39 was amended empowering the Board of Directors to delegate the power to sanction and disburse loans to a Loan Sanctioning Committee, the constitution of which was also set out in the bye-laws. The writ petition proceeds to state that after the General Body resolved to amend the bye-laws the Secretary of the petitioner society submitted Ext.P3 representation dated 9.2.2011 before the Registrar of Co- operative Societies wherein the petitioners have prayed for rescinding the resolution adopted by the General Body. W.P(C) NO.11631/2011 -:5:- 4. I heard Sri.George Poonthottam, learned counsel appearing for the petitioner and Sri.Basant Balaji, learned Government Pleader appearing for respondents 1 and 2 and Sri.P.C.Sasidharan, learned standing counsel appearing for the third respondent. The learned counsel appearing for the petitioner contended that the amendment to bye-law 39 would seriously prejudice the rights of the employees and therefore the employees are entitled to be heard before the amendment to the bye-law is registered. Per contra, Sri.P.C.Sasidharan, learned standing counsel appearing for the third respondent submitted that the grievance put forward by the petitioner and the reliefs prayed for in the instant writ petition are almost identical to the reliefs sought in W.P(C)No.31627 of 2010 and that in view of the decision in the said writ petition the remedy of the petitioner lies under section 69 of the Kerala Co-operative Societies Act. 5. I have considered the submissions made at the Bar by the learned counsel on either side. I also called for and perused the judge's papers in W.P(C)No.31627 of 2010. It is evident from the pleadings and the materials on record in W.P(C)No.31627 of 2010 that even prior to the amendment of the bye-law, which is the subject matter of the instant writ petition, the Board of W.P(C) NO.11631/2011 -:6:- Directors of the third respondent society had resolved to delegate the power to sanction and disburse loans to Branch Managers and also constitute a committee for that purpose. The earliest of the decisions taken was on 5.8.2006. The petitioner union did not challenge it till the end of 2010 when they filed representations before the Board of Directors of the third respondent bank and thereafter before the Registrar of Co-operative Societies. One of the contentions raised in W.P(C)No.31627 of 2010 was that the resolutions adopted by the Board of Directors and the circulars issued by the General Manager in implementation of the resolutions offend the bye-laws and therefore, they are liable to be set aside. It was contended that such resolutions cannot be passed and circulars issued without amending the bye-laws. Yet another contention raised was that the impugned resolutions were adopted and circulars issued to enable the Board of Directors and senior officers to wash their hands off if the loans sanctioned and disbursed by the committee are not recovered. After elaborately considering the rival contentions, a learned single Judge of this Court held that the dispute raised relates to alteration of service conditions and therefore, the remedy lies under section 69 of the Kerala Co-operative Societies Act. That W.P(C) NO.11631/2011 -:7:- decision, to which the petitioner is a party, has become final. In such circumstances, especially having regard to the fact that the main contention raised in W.P(C)No.31627 of 2010 was that unless the bye-laws are amended the resolutions, based on which the circulars were issued, could not have been adopted, the petitioner cannot be heard to contend that before the amendment to the bye-laws approved by the General Body of the third respondent bank is registered, they should also be heard. The remedy of the petitioner, if it is aggrieved by the amendment to the bye-laws and it affects the service conditions of its members, is to institute appropriate proceedings under section 69 of the Kerala Co-operative Societies Act. I therefore, find no grounds to entertain the writ petition. The writ petition fails and is accordingly dismissed subject to the above observation. P.N.RAVINDRAN, Judge. ahg. P.N.RAVINDRAN, J. --------------------------- W.P(C).No.11631 of 2011 ---------------------------- JUDGMENT 5th July, 2011