BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. versus MANGILAL & ORS.
[2015] 7 S.C.R. 689, Supreme Court of India, 2015
Outcome: Dismissed (Dismissed)
Segment: Ratio
[2015] 7 S.C.R. 689 
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 
A 
v. 
MANGILAL & ORS. 
(Civil Appeal No. 5704 of2015) 
JULY 24, 2015 
[T. S. THAKUR, R. K. AGRAWAL AND 
R. BANUMATHI, JJ.) 
B 
Madhya Pradesh Co-operative Societies Act, 1960: c 
s. 64 - Dispute arising out of contract of sale and 
purchase of immovable property- Between the co-operative 
society and a non-member -Whetheramenable to 
adjudication uls. 64 - Held: A dispute can be brought within 0 
purview of s.-64, if the twin requirements are satisfied viz. (i) 
the dispute relates to constitution, management, business, 
or liquidation of the society (ii) and the dispute is between 
the parties referred to in clauses (a) to (f) of s. 64(1) - In the 
present case, though the dispute touches business of the E 
appellant society, it does not satisfy other requirements to 
be brought within purview of s. 64. 
s. 64 (1) (c) - Expression 'business transaction' -
Meaning and scope of - Held: 
Any activity in order to 
F 
constitute business must be systematic and continuous - In 
order to treat a transaction as a 'business transaction', it must 
be business bilaterally i.e. it should be business from the 
standpoint of both the parties - A single transaction of 
immovable property by the seller; if he is not in the business G 
of selling property for profit, such transaction would fall outside 
the expression 'business transaction' -A single transaction, 
as in the present case, would not constitute business for
both 
the parties to the transaction. 
H 
689
690 
SUPREME COURT REPORTS 
[2015) 7 S.C.R. 
A 
Madhya Pradesh General Clauses Act, 1957 - s. 5 -
'Singular' to include 'Plural' and vice-versa - Held: This 
principle is applicable only when no contrary intention is 
depucible from the scheme or language used in the statute 
- In the present case, plural expression 'business 
B transactions' occurring ins. 64(1)(c) of Co-operative Societies 
Act, would not include singular; because the intent in that 
provision is to bring only such disputes under the purview of 
s. 64 which arise out of what is business for both sides and 
comprises of multiple transactions :.... Madhya Pradesh Co-
e operative Societies Act, 1960- s. 64(1 )(c) - General Clauses 
Act, 1897-s.13. 
D 
Words and Phrases - 'Business transaction' -
Meaning of. 
Dismissing the appeal, the Court. 
HELD: 1. For a dispute to be brought within the 
purview of Section 64 of Madhya Pradesh Co-operative 
E Societies Act, 1960, two essential requirements must be 
satisfied viz. (i) that the dispute must "touch the 
constitution, management or business of the society or 
must relate to the liquidation of the co-operative society"; 
and (ii) that the dispute must be between parties referred 
F to in clauses (a) to (f) of Section 64(1 ). It is only when the 
twin requirements are, in the facts and circumstances 
of a given case, satisfied that a dispute can be said to be 
amenable to adjudication under Section 64. Failure of 
any one of the two requirements would take the
dispute 
G beyond the said provision. [Para 3] [698-E-G] 
2. In the present case, the dispute raised by the 
appellant-society before the Deputy Registrar related to 
the alleged refusal of the respondent to complete the sale 
H transaction in terms of the agreement to sell executed 
'j
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 691 
v. MANG I LAL & ORS. 
between the respondents and/or their predecessors-in-
A 
I 
interest, on the one hand, and the appellant-society on 
the other. The nature of the dispute, therefore, did not 
obliviously touch the constitution and management of 
the society nor did the dispute have anything to do with 
the liquidation of the society. [Para 4] [698-H; 699-A-B] 
B 
3. Purchase of land for being used in the manner 
set out in the objects of the appellants-Society is one of 
the facets of the business that the society undertakes. 
Such purchase is directly linked to th~ object of C 
developing the acquired land for allotment of house sites 
to the members of the society. There is, therefore, a clear 
and discernible nexus between acquisition/purchase of 
land and the object of providing house sites to the 
members which under the circumstances happens to D 
be the main business of the society. It is not a case where 
the facts giving rise to the dispute are not relatable to 
the objects of the society or where the connect between 
the facts constituting the dispute and the objects of the 
society is remote or their interplay remarkably tenuous E 
or peripheral. The dispute arising out of the purchase of 
the land owned by the respondents was, in the instant 
case, a dispute touching the business of the appellant-
society. [Para 13] (704-E-G; 705-A] 
The Co-operative Central Bank Ltd. and Ors. vs. The 
Additional Industrial
Tribunal, Andhra Pradesh and Ors. 
(1969) 2 SCC 43: 1970 (1) SCR 206 - distinguished. 
F 
Deccan ·Merchants Co-operative Bank Ltd. vs. Mis. 
G 
Dalichand Jugraj Jain and Ors. AIR 1969 SC. 
1320: 1969 SCR 887; O.N. Bhatnagar vs. Smt. Rukibai 
Narsindas & Ors. (1982) 2 SCC 244: 1982 (3) SCR 681 
- referred to. 
H
692 
SUPREME COURT REPORTS 
[2015] 7 S.C.R.. 
A 
4.1 Clause (c) of Section 64(1), postulates disputes 
between non-members to whom loans are granted by 
the society and the society or disputes between the 
society or a non-member with whom the society has or 
had "business transactions" or any person claiming 
B under such a society. "Business transaction Is a 
generic expression used in the sense that it is a 
transaction which a businessman, in a commercial 
business, would enter into." In order that a transaction 
may be treated as "business transaction", it must be a 
C transaction that answers the above description from the 
stand point of both the parties to the transaction. It cannot 
be a business transaction from the standpoint of one 
party to the transaction and something else from the 
0 other. It must be business bilaterally. So viewed a single 
transaction where an owner of immovable property 
agrees to sell his land to a society may or may not 
constitute a business transaction, depending upon 
whether the seller is in the business of selling property 
E for profit. If the seller is not in any such business, the 
transaction from his standpoint will not be a business 
transaction no matter, from the point of view of the 
society the transaction may be a business transaction. 
A transaction of sale of property would in such a case 
F fall outside the expression "business transaction". 
[Paras 15, 18and19] [705-H; 706-A; 707-B-G] 
G 
H 
Manipur Administration
vs. M. Nila Chandra Singh AIR 
1964 SC 1533 : 1964 SCR 57 4; Barendra Prasad Ray 
and Ors. vs. Income Tax Officer 'A' Ward, Foreign 
Section andOrs.(1981) 2 SCC 693; B.R. Enterprises 
etc. vs. State 
of U.P. and Ors. etc. (1999) 9 SCC 
700: 1999 (2) SCR 1111; Mahesh Chandra vs. 
Regional Manager U. P. Financial Corporation and Ors. 
(1993) 2 SCC 279: 1992 (1) SCR 616; S. Mohan Lal
BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 693 
v. MANGILAL & ORS. 
vs. R. Kondiah (1979) 2 SCC 616: 1979 (3) SCR 12 -
A 
relied on. 
Advanced Law Lexicon (3rd Edition, 2005) by P. 
Ramanatha Aiyar - referred to. 
4.2 While the expression "business" is of a very B 
wide import and means any activity that is continuous 
and systematic, perceptions about what would constitute 
business may vary from public to private sector or from 
industrial financing to commercial banking sectors. What c 
is certain is that any activity in order to constitute 
business must be systematic and continuous. A single 
transaction in the circumstances like the one in the 
present case would not constitute business for both the 
parties to the transaction. At any rate, the iegislature o 
having used the expression "business transactions" has 
left no manner of doubt that it is not just a solitary 
transaction between a society, on the one hand, and a 
third party, on the other, which would bring any dispute 
arising out of any such transaction within the purview E 
of Section 64(1)(c). The dispute must be between parties 
who have had a series of transactions, each one 
constituting a business transaction in order that the 
provisions of Section 64 are attracted and a dispute 
arising out of any such transaction brought within its F 
purview. [Para 21] [709-E-H; 710-A-B] 
4.3 It is not correct to say that the plural used in 
the expression "business transactions" must include the 
singular in view
of the provisions of Section 5(b) of the G 
M.P. General Clauses Act; 1957. Section 5 of the M.P. 
General Clauses Act, like Section 13 of the Central 
General Clauses Act postulates singular to include the 
plural and vice-versa only if no different· intention 
appears from the context. That intention, in the present H
694 
SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A case appears to be evident not only from the scheme of 
the Act but also from the context in which the expression 
"business transactions" has been used. The purpose 
and the intent underlying the provision appears to be to 
bring only such disputes under the purview of Section 
B 64 as are disputes arising out of what is business for 
both the sides and comprise multiple transactions. [Para 
22) [710-B-E] 
Newspapers Ltd. vs. State Industrial Tribunal, U.P and 
C 
Ors. AIR 1957 SC 532: 1957 SCR 754; Mis. 
Dhandhania Kedia & Co. vs. The Commissioner of 
Income Tax AIR 1959 SC 219: 1959 Suppl. SCR 204 
-relied on. 
o 
4.4 In the present case, that there was a single 
transaction whereunder the respondents-sellers had 
agreed to sell to the appellant-society a parcel of land to 
the society, for use by the society in terms of the objects 
for which it is established. It may, in that sense, be a 
E transaction that touches the business of the appellant-
society but the respondents were not in the business of 
selling land as a commercial or business activity. If the 
respondents were agriculturists who had agreed to sell 
agricultural land to the appellant-company, the 
F transaction was, from their point of view, not a "business 
transaction". The transaction might have been prompted 
by family necessity, poverty or some such other 
compulsion. Such a transaction without any business 
element in tbe same, could not constitute a
"business 
G transaction" leave alone "business transactions" within 
the meaning of Section 64(1)(c). [Para 23] [710-G-H; 711-
B-C] 
Case Law Reference 
H 
1969 SCR 887 
referred to. 
Para 7
BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 695 
v. MANGILAL&ORS. 
1982 (3) SCR 681 
referred to. 
Para 9 
1970 (1) SCR 206 
distinguished. 
Para 11 
1964 SCR574 
relied on. 
Para 19 
(1981) 2 sec 693 
relied on. 
Para 20 
1999 (2) SCR 1111 
relied on. 
Para 20 
1992 (1) SCR 616 
relied on. 
Para 20 
1979 (3) SCR 12 
relied on. 
Para 20 
1957 SCR 754 
relied on. 
Para 22 
1959 Suppl. SCR 204 relied on. 
Para 22 
CIVILAPPELLATE JURISDICTION: Civil Appeal No. 
5704of2015 
From the Judgment and Order dated 22.03.2012 of the 
High Court of Madhya Pradesh, Principal Seat at Jabalpur in 
Writ Petition No. 15195 of 2011. 
Jayant Bhushan, Pragati Neekhra, Vivek Dalal for the 
Appellant. 
A 
B 
c 
D 
E 
M. K. Modi, A. Venayagam Balan,Akash Sharma, V.S. 
Lakshmi for the Respondents. 
The Judgment of the Court was delivered by 
T. S. THAKUR, J. 
Leave granted. 
1. The short question that arises for consideration in 
this appeal, by special leave, is whether a dispute arising out 
F 
of a contract for sale and purchase of immovable property 
owned by the respondents was amenable to adjudication under G 
Section 64 of the M.P. Cooperative Societies Act, 1960. By 
his order dated 1st March, 2004, the Deputy Registrar, Co-
operative Societies, Ulla in, before whom the proceedings were 
initiated, answered that question in the affirmative and decreed 
specific performance of the contract entered into between the H
696 
·~· 
~ 
f 
., ,,-
SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A parties. A first appeal preferred by the sellers (respondents-
herein) before the Joint Registrar Ujjain failed and was 
dismissed by his order dated 7t11 August, 2009. Aggrieved by 
the said two orders, the respondents preferred a second 
appeal before the M.P. State Co-operative Tribunal, Bhopal 
B who allowed the same and set aside the orders passed by the 
Deputy Registrar and that passed by the Joint Registrar holding 
that the dispute raised by the purchaser-society could not be 
made the subject matter of proceeding under Section 64 of 
the M.P. Cooperative Societies Act, 1960. The purchaser-
C society then filed writ petition No.15195 of 2011 which was 
heard and dismissed by a Division Bench of the High Court of 
Madhya Pradesh. The High Court concurred with the view taken 
by the Tribunal that a dispute arising out of a contract of sale 
D and purchase of immovable property was beyond the purview 
of Section 64 of the Act. The present appeal calls in the 
question the correctness of the said judgments and orders. 
E 
2. Section 64 of the M.P. Cooperative Societies Act, 
1960, may, at this stage, be extracted in extenso: 
"64. Disputes:~ (1) Notwithstanding anything contained 
in any other law for the time being in force, {any dispute 
touching the constitution, management or business, or 
the liquidation of a society shall be referred to the 
F 
Registrar] by any of the parties to the dispute if the
parlies thereto are among the following:-
( a) a society, its committee, any past committee, any 
past or present officer, any past or present agent, any 
G 
past or present servant or a nominee, heirs or legal 
representatives of any deceased agent or deceased 
servant of the society, or the liquidator of the society; 
(b) a member, past member or a person claiming 
H 
through a member, past member or deceased
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 697 
v. MANGILAL & ORS. [T. S. THAKUR, J.] 
member of a society or of a society which iB a 
A 
member of the society; 
(c) a person other than a member of the society who 
has been granted a loan by the society or with whom 
the society has or had business transactions and any 
B 
person claiming through such a person. 
(d) a surety of a member; past member of deceased 
member or a person other than a member who has 
been granted a loan by the society, whether such a 
c 
surety is or is not a member of the society. 
(e) any other society or the liquidator of such a 
society; and 
(f) a creditor of a society. 
(2) For the purpose of sub-section ( 1), a dispute shall 
include-
(i) a claim by a society for any debt or demand due 
to it from a member; past member or the nominee, 
heir or legal representative of a deceased member; 
whether such debt or demand be admitted or not; 
(ii) a claim by a surety against the principal debtor 
where the society has recovered from the surety any 
amount in respect of any debt or demand due to it 
from the principal debtor as a result of the default of 
the principal debtor; whether such debt or demand 
be admitted or not; 
(iii) a claim by a society for any loss caused to it by a 
member; past member or deceased member; any 
officer, past officer or deceased officer; any agent, 
past agent or deceased agent, or any servant, past 
D 
E 
F 
G 
H
698 
SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A 
se1Vant or deceased se1Vant or its committee, past 
or present, whether such Joss be admitted or not; 
(iv) a question regarding rights, etc., including 
tenancy rights between a housing society and its 
B 
tenants or members; and 
c 
D 
(v) any dispute arising in connection with the election 
of any officer of the society or of composite society; 
Provided that the Registrar shall not entertain any 
dispute under this clause during the period 
commencing from the announcement of the election 
programmed till the declaration of the results. 
(3) If any question arising whether a dispute refeffed to 
the Registrar is a dispute, the decision thereon of the 
Registrar shall be final and shall not be called in 
question in any court." 
3. A careful reading of the above would show that for a 
E dispute to be brought within the purview of Section 64 two 
essential requirements must be satisfied viz. (ij that the dispute 
must "touch the constitution, management or business of the 
society or must relate to the liquidation of the co-operative 
society;" and (ii) that the dispute must be between parties 
F referred to in clauses 'a to f' of Section 64(1) (supra). It is only 
when the twin requirements are in the facts and circumstances 
of a given case satisfied that a dispute can be said to be 
amenable to adjudication under Section 64. Failure of any one 
of the two requirements would take the dispute beyond the 
G said provision.
4. In the case at hand the dispute raised by the 
appellant-society before the Deputy Registrar related to the 
alleged refusal of the respondent to complete the sale 
H transaction in terms of the agreement to sell executed between
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 699 
v. MANG I LAL & ORS. [T. S. THAKUR, J.] 
the respondents and/or their predecessors-in-interest, on the A 
. one hand, and the appellant-society on the other. The nature 
of the dispute, therefore, did not obliviously touch the 
constitution and management of the society nor did the dispute 
have anything to do with the liquidation of the society. Whether 
or not the dispute sought to be raised was a dispute "touching B 
the business of the society" is in that view one of the questions 
that needs to be examined. 
5. As regards the second requirement viz. that the 
dispute must be between the persons referred in clauses 'a'to C 
'f' of Section 64 of the Act, it is common ground that the 
respondents-sellers were not members of the society nor do 
they fall underanyoneoftheclauses 'a', 'b', 'd' or'f enumerated 
under Section 64 (1). This would mean thatthe respondents 
must answer the description of persons mentioned in clause D 
(c) to Section 64(1) of the Act. The Tribunal as also the High 
Court have taken the view that the respondents do not answer 
the description of parties falling under Section 64 (1 )(c). That 
is because the appellant-society had neither granted any loan 
to the respondents or any one of them nor did the respondents E 
have any "business transactions"with the society. The Tribunal 
and the High Court have interpreted the words "business 
transactions" to mean a series of transactions in connection 
with
the business of the society. The expression did not, F 
according to them, postulate a single contract for sale or 
purchase of the property between the society and a third party. 
6. Two distinct questions that need to be answered by 
this Court, therefore, are: 
(i) whether the dispute in the case at hand touches the 
business of the appellant-society? and 
(ii) whether the dispute sought to be raised arising as it is 
G 
out of the execution of a contract for sale of property by H
700 
... 
SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A 
the respondent in favour of the appellant-society 
constitutes "business transactions"within the meaning 
of Section 64 (1 )(c)? 
B 
Re: Question No.1: 
7. The expression "business of the society" has not 
been defined in the Act or elsewhere. The expression has fallen 
for interpretation of the courts in the country with commendable 
frequency. Pronouncements from different High Courts have 
c even led to a cleavage in judicial opinion as to the true meaning 
and scope of that expression appearing as it was in Section 
43(1) of the co-operative Societies Act, 1912 and later in 
analogous provisions made in different State enactments. One 
line of decision takes a liberal view of the expression 
o "business of the Society" while the other prefers a narrower 
interpretation. Both these were noticed by this Court in Deccan 
Merchants Co-operative Bank Ltd. vs. Mis. Dalichand 
Jugraj Jain and Ors. (AIR 1969 SC 1320). An elaborate 
discussion on the subject led this Court to declare that the 
E legislature had used the expression "business of the society'' 
in a narrower sense and approved the view taken by the High 
Courts of Madras, Bombay and Kerala in preferences to that 
taken by the High Courts of Madhya Pradesh and Nagpur. 
While saying so, this Court enumerated five kinds of disputes 
F mentioned in Section 91 (1) of the Maharashtra Co-operative 
Societies Act and observed: 
"The question arises whether the dispute
touching the 
assets of a society would be a dispute touching the 
G 
business of a society. This would depend on the nature 
of the society and the rules and bve-laws governing it. 
Ordinarily, if a society owns buildings and lets out parts 
of buildings which it does not require for its own purpose 
it cannot be said that letting out of those parts is a part 
H 
of the business of the society. But it may be that it is the
BHANUSHALI HOUSING.COOPERATIVE SOCIETY LTD. 701 
v. MANGILAL & ORS. [T. S. THAKUR, J.] 
business of a society to construct and buy houses and 
let them out to its members. In that case letting out 
property may be part of its business .. In this case, the 
society is a co-operative bank and ordinarily a co-
operative bank cannot be said to be engaged in 
business when it lets out properties owned by it. 
Therefore, it seems to us that the present dispute 
between a tenant and a member of the bank in a 
building, which has subsequently been acquired by the 
bank cannot be said to be a dispute touching the 
business of the bank, and the appeal should fail on this 
short ground. 
xxx 
xxx 
xxx 
While we agree that the nature of business which a 
society does can be ascertained from the objects of 
the society, ft is difficult to subscribe to the proposition 
that whatever the society does or is necessarily required 
to do for the purpose of carrying out its objects can be 
said to be part of its business. We, however, agree that 
the word 'touching' is very wide and would include any 
matter which relates to or concerns the business of a 
society, but we are doubtful whether the word 'affects' 
should also be used in defining the scope of the word 
'touching'. " 
8. Dealing in particular with the question whether a 
dispute touching the assets of the society would be a dispute 
touching the business of the society, this Court observed: 
"18.xxxxx 
xxxxx 
xxxxx 
......
Ordinarily, if a society owns bw1dings an"a lets out 
parts of buildings which it does not require for its own 
purpose it cannot be said that letting out of those parts 
is a part of the business of the society. But it may be 
A 
B 
c 
D 
E 
F 
G 
H
702 
SUPREME COURT REPORTS 
(2015) 7 S.C.R. 
A 
that it is the business of a society to construct and buy 
houses and let them out to its members. In that case 
letting out property may be part of its business .... " 
9. The question was once again considered by this 
B Court in O.N. Bhatnagar vs. Smt. Rukibai Narsindas & Ors. 
(1982) 2 SCC 244 where this Court referred to the decision in 
Deccan Merchant's case (supra) and observed: 
"Thus, the Court adopted the narrower meaning given 
c 
to the word "business" as expressed by the Madras, 
Bombay and Kera/a High Courts in preference to the 
wide meaning given by the Madhya Pradesh and 
Nagpur High Courts. According to the view taken in 
Deccan Merchants Cooperative Bank case the word 
o 
"business" in the context means "any trading or 
commercial or other similar business JJCtivity of the 
Society". It was held that the word "business" in Section 
91 (1) of the Act has been used in a narrower sense and 
that it means the actual trading, commercial or other 
E 
similar business activity of the Society which the Society 
is authorised to enter into under the Act and the Rules 
and its bye-laws." 
10. On the facts of the case before it, this Court in 
F Bhatnagar's case (supra) held that the act of initiating 
proceedings for removing an act of trespass by a stranger 
from a flat allotted to one of its members could not but be a 
part of its business. This Court held that it was as much the 
concern of the society formed with
the object of providing 
G residential accommodation to its members, which was 
normally its business, as it was of the members to ensure that 
the flats are in occupation of its members in accordance with 
the bye laws framed by it, rather than the occupation of a person 
who had no subsisting reason to be in such occupation. The 
H decision in Deccan Merchant's case (supra) was on facts
BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 703 
v. MANGILAL& ORS. [T. S. THAKUR, J.] 
held to be distinguishable and resort to proceedings under A 
Section 64 of the Act, held legally permissible. 
11. Reference may also be made to the decision of 
this Court in The Co-operative Central Bank Ltd. and Ors. 
vs. The Additional Industrial Tribunal, Andhra Pradesh B 
and Ors. (1969) 2 SCC 43, wherein the question was whether 
the expression business of the society appearing in Section 
61 of the Andhra Pradesh Co-operative Societies Act, 1964 
covered a dispute in respect of alteration of the conditions of 
service of an employee of the society. The tribunal and the C 
High Court had in that case taken the view that such a dispute 
fell outside the purview of Section 61 of the Act. Affirming that 
view this Court observed: 
"In that case [Deccan Merchants case], this Court had 
o 
to interpret section 91 of the Maharashtra Co-operative 
Societies Act, 1960. [Maharashtra Act 32of1961], the 
dispute related to alteration of a number of conditions 
of service of the workmen which relief could only be 
granted by an Industrial Tribunal dealing with an 
E 
industrial dispute. 
xxx 
xxx 
xxx 
..... Since the word "business" is equated with the actual 
trading or commercial or other similar business activitv 
F 
of the societv. and since it has been held that it would 
be difficult to subscribe to the proposition that whatever 
the societv does or is necessarily required to do for the
purpose of carrying out its objects, such as laying down 
the conditions of service of its employees, can be said 
G 
to be a part of its business, it would appear that a dispute 
relating to conditions of Service of the workmen 
employed by the society cannot be held to be a dispute 
touching the business of the society." 
(emphasis supplied) 
H
704 
SUPREM~,COURT REPORTS 
[2015] 7 S.C.R. 
A 
12. In the case at hand the objects of the appellant-
society as set out in the Articles of Association are as under: 
"Objecg~e of this society would be to make arrangement 
for the construction of building, to purchase, sale, take 
B 
on rent or rent out, prepare land for construction of 
building and to make arrangement related to social, 
educational and entertainment to its members and it 
would tJe complete right to this society to carry out such 
work which will be necessary and proper in its opinion. 
C 
These rights shall mean and include to purchase land, 
take Jarid on lease, sale, exchange, mortgage, let out 
on lease, sub-lease, to give resignation, or to accept 
resigncition and to do all other relative work and to sell 
the building on instalment on proper and necessary 
D 
restrictions, to give loan or guarantee of loan for 
facilitating construction of building, to make repairing, 
and will include other rights to carry out work related to 
t " 
I. 
E 
13. Purchase of land for bein_g used in the manner set 
out in the objects extracted above is, therefore, one of the facets 
of the business that the society undertakes. Such purchase is 
directly linked to the object of developing the acquired land for 
allotment of house sites to the members of the society. There 
F is, therefore, a clear and discernible nexus between 
acquisition/purchase of land and the object of providing house 
sites to the members which
under the circumstances happens 
to be the main business of the society. It is not a case where 
the facts gi1ting rise to the dispute are not relatable to the objects 
G of the society or where the connect between the facts 
constituting the dispute and the objects of the society is remote 
or their interplay remarkably tenuous or peripheral, as was the 
position in Co-operative Central Bank Ltd. 's case (supra) 
H involving alteration of the conditions of service of the employees 
of the soCiety. We have in that view no hesitation in holding
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 705 
v. MANGILAL & ORS. [T. S. THAKUR, J.] 
that the dispute arising out of the purchase of the land owned A 
by the respondents was, in the instant case, a dispute touching 
the business of the appellant-society. Question No.1 is 
answered accordingly. 
Re: Question No.2: 
\r 
14. The second essential requirement for a dispute to 
B 
fall within the purview of Section 64 is that the PSl!iies to the 
dispute must be those enumerated in sub-clauses 'a to funder 
Section 64 of the Act. Clause (a) of Section 64(1) envisages c 
disputes between a society, its committee, any past committee, 
any past or present officer, any past or present agent, any past 
or present servant or a nominee, heirs or legal representatives 
of any deceased agent or deceased servant of the society, or 
the liquidator of the society. This clause has obviously no o 
application to the facts of the present case. That is true even 
about clause 'b'whereunder the dispute between a member, 
past member or a person claiming through a member, past 
member or deceased member of a society or of a society 
which is a member of the society is brought within the purview E 
of Section 64. We shall presently deal with clause 'c'to Section 
64 (1) upon which counsel for the appellant-society placed 
reliance but before we may do so we may deal with the 
application of clauses (d), (e) and (f). Clause (d) of Section 
64 (1) envisages disputes involving a surety of a member,
past F 
member of the society, member or a person other than a 
member who was appointed by the society; whether or not 
such a society is a member of the society. So also clauses (e) 
and (f) do not have any application to the case a't'hand as the 
same deal with disputes between any other society, the G 
liquidator of such a society or creditor of a societyr: 
15. That leaves us with clause (c) of Section 64 (1), 
which postulates disputes between non-membjt1r;_s to whom 
loans are granted by the society and the society or disputes H
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SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A between the society or a non-member with whom the society 
has or had "business transactions" or any person claiming 
under such a society. 
16. It was argued on behalf of the appellant-society that 
B the dispute between society, on the one hand, and the 
respondent, on the other, arising out of the contract for sale 
and purchase of immovable property fell under this clause 
inasmuch as the society was a party to the dispute arising out 
of a transaction that constitutes a business transaction between 
C the society and the respondent non-members. The fact that 
the dispute related to a single transaction did not, according 
to the learned counsel for the appellant, make any material 
difference having· regard to the provisions of Section 5 of the 
M.P. General ClausesAct, 1957. That provision, it was argued, 
D made it clear that words in singular shall include the plural, 
and vice-a-versa. This implied that a single business 
transaction could also bring the dispute arising out of any such 
transaction within the purview of Section 64. 
E 
17. On behalf of the respondents, it was contended that 
Section 64(1)(c) had no application to the case at hand not 
only because a single transaction did not constitute business 
but also because the legislature had deliberately used the 
expression "business transactions" to make it clear that it is 
F only a series of transactions that would bring the dispute arising 
out of such
transactions within the purview of Section 64. The 
scheme underlying Chapter VII of the Act that provides for 
settlement of disputes clearly suggests that it is only when there 
are multiple transactions which can be described as "business 
G transactions" that any dispute arising out of such transactions 
would come within the purview of Section 64. In the light of 
such legislative intent, the provisions of General Clauses Act, 
could not be called in aid by the appellant-society. 
H 
18. What is the true scope and meaning of the
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 707 
v. MANG I LAL & ORS. [T. S. THAKUR, J.] 
expression "business transactions" appearing in clause (c) of A 
Section 64(1) of the Act is whatfalls for our consideration. That 
expression has not been defined in the Act or elsewhere. 
Advanced Law Lexicon (3rdEdition, 2005) by P. Ramanatha 
Aiyardescribes the expression "Business transaction" as 
under: 
B 
"Business transaction is a generic expression used in 
the sense that it is a transaction which a businessman, 
in a commercial business, would enter into." 
19. The above meaning ascribed to the expression is 
fairly accurate hence acceptable. All that may be added is that 
c 
in order that a transaction may be treated as "business 
transaction", it must be a transaction that answers the above 
description from the stand poi.nt of both the parties to the D 
transaction. It cannot be a business transaction from the 
standpoint of one party to the transaction and something else 
from the other. It must be business bilaterally. So viewed a 
single transaction where an owner of immovable property 
agrees to sell his land to a society may or may not constitute a E 
business transaction, depending upon whether the seller is in 
the business of selling property for profit. If the seller is not in 
any such business, the transaction from his stand point will not 
be a business transaction no matter, from the point of view of 
the society the transaction may be a business transaction F
because the society is in the business of buying land and 
developing it for the benefit of its members. A transaction of 
sale of property would in such a case fall outside the 
expression "business transaction". Asomewhat·similar view 
was taken by this Court in Manipur A~ministration vs. M. G 
Nila Chandra Singh (AIR 1964SC1533). This Court was in 
that case dealing with the provisions of Manipur Foodgrains 
Dealers Licensing Orders 1958. The question was whether a 
single transaction of sale, purchase or storage of food grains H 
was enough to make the person concerned a dealer and
708 
SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A whether any such act would constitute business. Repelling the 
contention that a single transaction would also constitute 
"business", this Court observed: 
B 
c 
D 
E 
F 
G 
H 
"In dealing with the question as to whether the 
respondent is guilty under Section 7 of the Essential 
Commodities Act, it is necessary to decide whether he 
can be said to be a dealer within the meaning of clause 
3 of the--Order. A dealer has been defined by clause 
2(a) and that definition we have already noticed. The 
said definition shows that before a person can be said 
to be a dealer it must be shown that he carries on 
business of purchase or sale or storage for sale of any 
of the commodities specified in the Schedule, and that 
the sale must be in quantity of 100 mds. or more at any 
one time. It would be noticed that the requirement is not 
that the person should merely sell, purchase or store 
the foodgrains in question, but that he must be carrying 
on the business of such purchase, sale, or storage; and 
the concept of business in the context must necessarily 
postulate continuity of transactions. It is not a single, 
casual or solitary transaction of sale, purchase or 
storage that would make a person a dealer. It is only 
where it is shown that there is a sort of continuity of one 
or the other of the said transactions that the 
requirements as to business postulated by the definition 
would be satisfied. If this element of the
definition is 
ignored, it would be rendering the use of the word 
"business" redundant and meaningless. It has been 
,~ 
fairly conceded before us by Mr. Khanna that the 
requirement that the transaction must be of 100 mds. 
or more' at any one time governs all classes of dealings 
with the commodities specified in the definition. Whether 
it is a purchase or sale or storage at any one time it 
must be bf 100 mds. or more. In other words, there is no
BHANUSHALI HOUSING COOPERATIVE1SOCIETY LTD. 709 
v. MANGILAL & ORS. [T. S. THAKUR, J.] 
dispute before us that retail transactions of less than 
A 
100 mds. of the prescribed commodities are outside 
the purview of the definition of a dealer." 
1r -'? 
20. Reference may also be made to the.decision of 
this Court in Barendra Prasad Ray and Ors. Vs. Income B 
Tax Officer 'A' Ward, Foreign Section and Ors. (1981) 2 
SCC 693 where this Court interpreted the word "business" 
and held that the same was an ex;;ression of wide<import and 
means an activity carried on continuously and systematically 
by a person by the application of his labour or skillwith a view C 
to earning profit. In B.R. Enterprises etc. vs. State of U.P. 
-and Ors. etc. (1999) 9 SCC 700this Court held tbat business 
is a term wider than trade. It includes almost anything which is 
an occupation as distinguished from pleasure. The term must, 
however, be construed according to its context. To the same D 
effect are the decisions of this Court in Mahesh Chandra vs. 
Regional Manager U.P. Financial Corporation and Ors. 
(1993) 2 SCC 279, and S. Mohan La/vs. R. Kondiah (1979) 
2SCC 616. 
E 
21. Suffice it to say that while the expression "business" 
is of a very wide import and means any activity that is 
continuous and systematic, perceptions about what would 
constitute business may vary from public to private sector or 
from industrial financing to commercial banking sectors. What F 
is certain is that any
activity in order to constitute business 
must be systematic and continuous. A single transaction in the 
circumstances like the one in the case at hand would not 
constitute business for both the parties to the transaction. At 
any rate, the legislature having used the expression "business G 
-I. 
transactions" has left no manner of doubt that it i§ not just a 
solitary transaction between a society, on the one hand, and a 
third party, on the other, which would bring any dispute arising 
out of any such transaction within the purview ~of Section H
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SUPREME COURT REPORTS 
[2015] 7 S.C.R. 
A 64(1)(c). The dispute must be between parties who have had 
a series of transactions, each one constituting a business 
transaction in order that the provisions of Section 64 are 
attracted and a dispute arising out of any such transaction 
B 
brought within its purview. 
22. The argument that the plural used in the expression 
"business transactions" must include the singular in view of 
the provisions of Section 5(b) of the M.P. General Clauses Act 
has not impressed us. We say so because Section 5 of the 
C M.P. General Clauses Act, 1957 like Section 13 of the Central 
General Clauses Act postulates singular to include the plural 
and vice-versa only if no different intention appears from the 
context. That intention, in the case at hand, appears to be 
evident not only from the scheme of the Act but also from the 
D context in which the expression "business transactions" has 
been used. The purpose and the intent underlying the provision 
appears to be to bring only such disputes under the purview of 
Section 64 as are disputes arising out of what is business for 
both the sides and comprise multiple transactions. Decisions 
E of this Court in Newspapers Ltd. vs. State Industrial 
Tribunal, U.P. and Ors. (AIR 1957 SC 532) and Mis. 
Dhandhania Kedia & Co. vs. The Commissioner of 
Income Tax (AIR 1959 SC 219) have settled the legal position 
F and declared that the principle underlying Section 13 of the 
General Clauses Act
regarding singular including the plural 
and vice versa does not have universal application and that 
the principle can apply only when no contrary intention is 
deducible from the scheme or the language used in the statute. 
G 
23. In the case at hand, that there was a single 
transaction whereunder the respondents-sellers had agreed 
to sell to the appellant-society a parcel of land to the society, 
for use by the society in terms of the objects for which it is 
H established. It may, in that sense, be a transaction that touches 
the business of the appellant-society but it is common ground
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 711 
v. MANGILAL & ORS. ff. S. THAKUR, J.] 
that the respondents were not in the business of selling land A 
as a commercial or business activity for it is nobody's case 
that the respondents were property dealers or had a land bank 
and were, as a systematic activity, selling land to make money. 
If the respondents were agriculturists who had agreed to sell 
agricultural land to the appellant-company, the transaction was, 
B 
from their point of view, not a "business transaction". For ought 
we know that transaction may have been prompted by family 
necessity, poverty or some such other compulsion. Such a 
transaction without any business element in the same could 
not constitute a "business transaction" leave. alone "business C 
transactions" within the meaning of Section 64( 1 )( c). 
24. For the reasons stated above Question No.2 is to 
be answered in the negative. 
. 25. In the result this appeal fails and is hereby · 
dismissed, but in the circumstances leaving the parties to bear 
their own costs. 
D 
Kalpana K. Tripathy 
Appeal dismissed. 
E