1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY NAGPUR BENCH AT NAGPUR CIVIL APPLICATION NO. 811/2009 IN WRIT PETITION NO. 449/2009 Babasaheb Sonbaji Wasade vs. State of Mah. and 3 others - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- Office Notes, Office Memoranda of Coram, Court's or Judge's orders appearances, Court's orders of directions and Registrar's orders - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- CORAM : S.R.DONGAONKAR, J. DATE : 4 th APRIL, 2009 Heard Shri Parsodkar, Advocate, for the petitioners/applicants and Shri Sonare, A.G.P. for Respondent Nos. 1 & 2 and Shri Madkholkar, Advocate, for respondent no.3 & respondent No.4 . 2/- This is an application by the petitioners requesting the Court to stay the cooption of any director in the Chandrapur District Central Cooperative Bank Limited, Respondent no.3. 3/- According to the petitioners, as per the order of this Court dated 25th February, 2009, the petitioners were allowed to participate in the proceedings for the Bank Respondent No.3 with a direction not to vote therein. According to the petitioners, further, the Respondent no.3 Bank is 2 proceeding to appoint, rather elect, professional directors. The same nomination is proposed to be under Section 73(g)(iii) of the Act. Petitioners further submitted that the respondent no.3 is moving for such appointment by circulation meeting and as the petitioners are not able to vote in such meetings, the action of the respondent no.2 is prejudicial to the interest of the petitioners. Further according to the learned counsel for the petitioners there are already some directors in the managing committee of respondent no.3 who are sufficiently qualified. Petitioner no.1 is stated to be advocate practicing for 10 years, whereas one Subhash Raghtate is stated to have financial expertise with M.Com degree and one Wasudeo Khedkar is stated to be the practicing advocate, practicing for about 20 years. Therefore, according to the petitioners, the respondent no.2 should not have proceeded to nominate such professional directors by circulation meeting in view of the order of this Court that petitioners shall not allowed to vote in the meeting. It is the submission of the learned counsel for the petitioners that this move has been taken by respondent no.3 to create majority in the managing committee. 3 4/- As against this, learned A.G.P. for respondent nos. 1 & 2 has nothing special to say. 5/- Learned counsel for respondent no.3, however, has submitted that the procedure of circulation meeting is well accepted procedure for holding the meetings and in such cases, such meeting for nomination of the professional direction would not be hit only because it is called by circulation. According to him, it is one of the well recognized procedures of holding meeting. He has also submitted that one R.S.Jaiswal, Chartered Accountant having professional experience of 5 years has been already appointed on 31.3.2007. It is also his submission that there are 27 elected members in the managing committee of respondent no.3. Only petitioners i.e. two in numbers, are not entitled to vote in the same meeting. By circulation meeting, 20 directors have voted in favour of this cooption of Shri R.S.Jaiswal, Chartered Account. 6/- Learned counsel for the petitioner while raising the aforesaid contention has relied on the observations of this Court (in Civil Writ Petition No. 1964/2009), wherein it has been observed thus- “4. The matter to be listed for hearing and final disposal on 12th February, 2009, at 4 3.00 p.m. In the meanwhile, respondent no.1 is directed not to proceed with any subject so also co-option under Section 73G(iv)(a) of the Maharashtra Cooperative Societies Act, 1060. We furthr direct that the respondent No. 2, 3 and 4 shall not proceed to exercise the powers under section 73G(iv)(b) of the said Act till further orders from this Court. 5. This interim order is passed in view of the statement made by the Managing Director of the respondent No.1 – Society in the meeting dated 28th November, 2008, when the subject was discussed with the permission of the Chair as subject No.18” 7/- As regards contention of the learned counsel for the applicants/petitioners that sufficiently qualified members are available on the board of directors, suffice it to say that respondent no.3 bank is seeking to nominate Chartered Accountant on the Board of Directors for the obvious reasons. The qualifications of the directors which are pressed into service to oppose such appointment by the petitioners is law graduation and commerce graduation. Considering the object of the appointment of professional director, particularly a Chartered Accountant on the Board of Directors, in the present case, the nomination of the proposed director who is Chartered Account, can not be invalidated 5 under the law. Needless to say, Charted Accountant's advice in the meetings of board of directors would be valuable. 8/- As it is apparent that 20 directors have approved the appointment of Shri R.S.Jaiswal, C.A., even if it is assumed for a moment that all votes for opposing his appointment are counted, their numbers would be only 7. 9/- In the circumstances, the contention that the nomination of Shri R.S.Jaiswal, C.A., on the ground that the petitioners are not entitled to vote and therefore, their opponents may create the majority of other directors against them by such appointment, can not be accepted. 10/- In my opinion, the nomination of Shri R.S.Jaiswal, which is pointed out in reply to C.A., having 5 years experience, to the Board of Directors to the majority of 20 directors, can not be found fault with. However, this appointment shall be subject to the final orders in this petition. 11/- Hereinafter, it is expected that the respondent No.3 Bank shall not go ahead with the nomination of any other professional director, except with the prior leave from this Court. 6 12/- With these observations and directions, the application is disposed of. JUDGE Rvjalit