Common Judgment:

1. These Writ Petitions are disposed of by way of a common judgment, as the subject matter is the same. The petitioner in W.P(C) No.46208/2024 is respondent No.2 in W.P(C) No.24928/2025. Respondent No.3 in W.P(C) No.46208/2024 is petitioner No.1 in W.P(C) No.24928/2025.  Respondent No.5 in W.P(C) No.46208/2024 is petitioner No.2 in W.P(C) No.24928/2025. Respondent No.2 in W.P(C) No.46208/2024 is respondent No.1 in W.P(C) No.24928/2025.

2. In W.P(C) No.24928/2025, the petitioners seek the following reliefs:

                  “i.       Issue a writ of certiorari to call for the records leading up to Exhibit P14 and to quash the same;

                  ii.       Issue a writ declaring that the proceeding in its entirety is an abuse of the process of law and therefore vitiated;

                  iii.       Issue a writ declaring that the exercise of power by the 1st respondent in rescinding the resolution adopted to recall a co-opted member by the very same body is beyond the powers conferred on the 1st respondent under Rule 176 of the Kerala Co-operative Societies Rules and therefore Exhibit-P14 is bad in law;

                  iv. Dispense with filing of the English translation of vernacular documents; and

                  v. grant such other reliefs as this Court deems fit in the facts and circumstances of the case.”

3. In W.P(C) No.46208/2025, the petitioner seeks the following reliefs:

                  “i)  To declare that the appointment of the 5th respondent to the post of Professional Director is unjust, illegal and arbitrary.

                  ii) To declare that the petitioner is entitled to be restored to the post of Professional Director subject to the decision taken in Ext.P4.

                  iii) To issue a writ of mandamus directing the respondents to restore the petitioner to the post of Professional Director subject to the decision taken in Ext.P4.

                  iv) To issue a writ of mandamus directing the 2nd respondent to take a decision on Ext.P8, while considering Ext.P4, and to keep in abeyance all further actions pursuant to the order of appointment of the 5th respondent as Professional Director of the Indira Gandhi Co-operative Hospital, Thiruvangad.

                  v) To declare that the appointment of the 5th respondent as Professional Director shall be kept in abeyance till the 2nd respondent takes a decision on Exts.P4 and P8.

                  vi) To issue such other orders, directions or writs as may be prayed for and that this Hon’ble Court may deem fit under the facts and circumstances of the Case.

                  vii)      To dispense with filing of the translation of vernacular documents.”

4. W.P(C) No.24928/2025 is taken as the lead case.

5. Petitioner No.1 is a Hospital Society functioning at Thalassery in Kannur District. The election to the Board of Directors of the Society was held on 05.12.2021. After the election, the present managing committee assumed office.

6. The managing committee had co-opted respondent No.2 under Section 28(1G) of the Kerala Co-operative Societies Act, 1969 (hereinafter referred to as 'the Act') on 30.03.2022. The meeting of the Board of Directors convened on 10.10.2024 unanimously decided to withdraw respondent No.2 from the Board of Directors of the Society. On 29.11.2024, the managing committee decided to co-opt petitioner No.2. The Joint Registrar of Co-operative Societies (Respondent No.1) issued Exhibit P4 notice on 24.12.2024 to the committee, seeking an explanation regarding the removal of respondent No.2 from the Board of Directors of the society and the co-option of petitioner No.2. The managing committee issued Exhibit P5 reply to the said notice. The Joint Registrar, on 13.01.2025,  passed  Ext.P6  order  (order  No.2204/2024/VCG/K.dis) rescinding the decision of the Board of Directors dated 10.10.2024 invoking jurisdiction under Rule 176 of the Kerala Co-operative Societies Rules, 1969 (hereinafter referred to as 'the Rules').

7. The petitioners challenged Ext.P6 order before this Court by filing W.P(C) No.3504/2025. This Court, as per Ext.P7 judgment dated 30.01.2025, set aside Exhibit P6 order and directed the Joint Registrar to proceed further after providing a copy of the complaint submitted by respondent No.2 to the petitioners and arrive at a logical conclusion after hearing both sides. The Joint Registrar pursuant to the direction in Ext.P7 judgement, on 13.06.2025 passed Ext.P14 order rescinding the decision of the Board of Directors of the Society.

8. I have heard Sri.George Poonthottam, the learned Senior Counsel appearing for the petitioners, Sri.Kaleeswaram Raj, the learned counsel appearing for respondent No.2 and Smt.C.S.Sheeja, the learned Senior Government Pleader appearing for respondent No.1.

9. Sri.George Poonthottam, the learned Senior Counsel appearing for the petitioners, submitted that the continuation of a co-opted member is only at the pleasure of the managing committee. The learned Senior Counsel relied on Om Narain Agarwal v. Nagar Palika, Shahjahanpur [(1993) 2 SCC 242] in support of his contention. The learned Senior Counsel further submitted that the managing committee has every right to evaluate the performance of a co-opted member and, thereafter, pass a resolution to terminate such membership, if warranted. The learned Senior Counsel also submitted that the committee, after evaluating the performance of respondent No. 2, came to the conclusion that he was not fit to continue as a member and that his continuation was in no way beneficial to the management. The learned Senior Counsel submitted that petitioner No.2 was thereafter co-opted taking into account his expertise and specialisation in the health sector, which is highly beneficial to the functioning of the society.  The learned Senior Counsel further argued that the remedy available to the affected persons, in the event of a decision to rescind a resolution passed by the society, is to challenge the same under Section 69 of the Act. The learned Senior Counsel submitted that such a challenge to the decision does not fall within the purview of Rule 176 of the Rules.

10. Sri.Kaleeswaram Raj, the learned counsel appearing for respondent No.2, submitted that the petitioners' challenge to Exhibit P14, the order of the Joint Registrar, will not stand without challenging Ext.P11, report of the Assistant Registrar (General), Thalassery, which formed the foundation of the decision of the Joint Registrar. The learned counsel submitted that the decision of the managing committee to remove respondent No.2 is arbitrary and in violation of the principles of natural justice. The learned counsel has taken me to Ext.P2, the decision of the managing committee dated 10.10.2024, to contend that no reasons were cited in the resolution to remove respondent No.2 from the managing committee. The learned  counsel  further  submitted  that  Ext.P3 order, whereby petitioner No.2 was co-opted, also does not contain any sufficient reason.

11. The learned counsel relying on Rule 176 of the Rules submitted that, the power of the Joint Registrar while exercising Rule 176 of the Rules is very wide. The learned counsel submitted that the agenda finalised in the meeting convened on 10.10.2024, in which the resolution to remove respondent No.2 was taken, did not include the subject as part of the agenda. The learned counsel submitted that no notice of hearing was given to respondent No.2. It is vehemently contended that the decision of the committee is perverse and arbitrary. The learned counsel, in the additional written notes, also argued that the removal could only be effected by invoking Rule 43-A of the Rules. The learned counsel relied on Bhavnagar University v. Palitana Sugar Mill (P) Ltd., [(2003) 2 SCC  111], Sumitha Mathew v. Kanjirappally Co-operative Agricultural and Rural Development Bank Ltd. (2022 KHC 781), State of U.P. v. Sudhir Kumar Singh [(2021) 19 SCC 706], Dharampal Satyapal Ltd. v. CCE [(2015) 8 SCC 519], Edukanti Kistamma v. S. Venkatareddy [(2010) 1 SCC 756], Pavithran v. State of Kerala [2009 SCC OnLine Ker 6492], Badrinath v. Govt. of T. N., [(2000) 8 SCC 395], State of Haryana v. Raghubir Dayal, [(1995) 1 SCC 133] and Raj Soni v. Air Officer Incharge Admn. [(1990) 3 SCC 261] in support of his contentions.

12. Smt. C.S.Sheeja, the learned Senior Government Pleader, submitted that the Act and the Rules together constitute a complete self-contained code. The learned Senior Government Pleader submitted that the only manner in which a member of the managing committee, whether co-opted or elected, could be removed is by invoking Rule 43-A of the Rules. The learned Senior Government Pleader submitted that the ‘pleasure doctrine’ highlighted by the learned Senior Counsel is not applicable to the Kerala Co-operative Societies Act and Rules. The learned Senior Government Pleader submitted that the Registrar has wide power under Rule 176 of the Rules to rescind a decision of the managing committee of the society.  The learned Senior Government Pleader submitted that a decision of the committee made without an agenda is in violation of the principles of natural justice.

13. The fundamental question is the legality of the resolution of the managing committee to remove a co-opted member of the managing committee. As per Section 28 of the Act, the general body of a society shall constitute a committee, for a period of five years, in accordance with the bye-laws and entrust the management of the affairs of the society to such committee.  As per Section 28(1G) of the Act, notwithstanding anything contained in the bye-laws of a society, the committee in office shall co-opt two persons or representatives having specialized knowledge in certain specified subjects.

14. Section 28(1G) of the Act reads thus:

                  “28. Appointment of committee.-(1) The general body of a society shall constitute a committee, for a period five years, in accordance with the bye-laws and entrust the management of the affairs of the society to such committee;

                  xxx     xxx     xxx xxx         xxx     xxx

                  (1G) Notwithstanding anything contained in the bye-laws of a society, the Committee in office shall co-opt two persons or representatives who are/were in paid service of a Commercial Bank, Kerala State Co-operative Bank, an Urban Co-operative Bank, Kerala State Agriculture and Rural Development Bank, a Primary Co-operative Agricultural and Rural Development Bank, erstwhile District Co-operative Banks or a Service Co-operative Bank in the Managerial Cadre or Specialization in C- operation/Co-operative Management, Management, Agriculture, Economics, Commerce, Public Finance, Law, Rural Development and Information Technology as members of the Committee of such society.

                  Provided that the number of such co-opted members shall not exceed two in addition to maximum limit specified in sub-section (1A):

                  Provided further that such co-opted members shall not have the right to vote in any election of the co- operative society in their capacity as such member and is not eligible to be elected as office bearers of the board;

                  Provided also that such co-opted members of a co- operative society shall also be members of the board and such members shall be excluded for the purpose of counting the total number of directors specified in subsection (1A):

                  Provided also that if the Committee does not co-opt the persons as specified within a period of six months from the date on which the Committee is constituted, the Government or the Registrar, as the case may be, with due notice as may be prescribed shall make such nominations as specified in the sub-section.”

15. The procedure for removing the President, the Vice  President, the Treasurer or any other officer of the committee from its office is provided in Rule 43-A of the Rules by way of a no- confidence motion.        Rule 43-A of the Rules reads thus:

                  “43-A. Removal of President, Vice-President etc. by no- confidence motion.-A committee shall remove the President or the Vice-President or the Treasurer or any other officer of the committee from his office by a no- confidence  motion  in  the  following  manner,  namely:-

                  (i)       A notice of intention to move a no-confidence motion signed by such number of members as shall constitute not less than one third of the total strength of the committee, together with a copy of the motion which is proposed to be moved shall be delivered to the Registrar, in person, by any two members signing the notice.

                  (ii)      Any officer duly authorised by the Registrar concerned in this behalf, shall arrange for the consideration of the motion in a meeting of the committee to be held at the office of the society on a date appointed by him, which shall not be later than thirty days from the date on which the copy of the motion referred to in clause (i) was delivered to the Registrar. The said officer shall give to the members, not less than fifteen clear days of notice of such meeting and of the time appointed therefore.

                  (iii)     The officer authorised under clause (ii) shall preside over  the  meeting  convened  under  this  rule.

                  (iv)     A meeting convened for the purpose of considering a motion under this rule shall not for any reason, be adjourned.

                  (v)      No meeting under this rule shall be held, if at the time appointed under the foregoing provisions or, within half an hour from such time, such number of members as shall constitute one half of the total strength of the committee are not present.

                  (vi) As soon as the meeting convened has commenced, the officer presiding at the meeting shall read to it the motion for the consideration of which it has been convened and declare the motion to be open for debate.

                  (vii)    No debate of any motion under this rule shall be adjourned.

                  (viii)    The officer presiding over the meeting shall neither speak on the merits of the motion nor be entitled to vote thereon but shall regulate the proceedings of the meeting.

                  (ix) A copy of the minutes of the meeting showing the result of the voting, together with a copy of the motion shall, on termination of the meeting, be forwarded to the Registrar forthwith  by  the  presiding  officer  of  the  meeting.

                  (x)      If the motion is carried with the support of the majority of the members of the committee and if the President or the Vice-President or the Treasurer or any Officer of the committee, as the case may be, does not resign his office within two days after passing of the motion he shall cease to hold the office of the committee of the society forthwith.

                  (xi)     If no meeting could be held for want of quorum as required under clause (v), or if the motion is not carried by such a majority as required under clause (x), no notice of any subsequent motion expressing want of confidence on the same President, Vice-President, the Treasurer or any officer of the committee, shall be allowed within a period of six months from the date of the meeting.

                  (xii)    No notice of motion under this rule shall be allowed within six months from the date of assumption of office by the President or the Vice-President or the Treasurer or any officer of the committee.”

16. The learned Senior Counsel for the petitioners heavily relied on Om Narain Agarwal (supra) to contend that the pleasure doctrine is applicable for the removal of a member co-opted under Section 28(1G) of the Act. In Om Narain Agarwal, the Supreme Court was considering the scope of Section 9 of the United Provinces Municipalities Act, 1916, which provided for the nomination of a member of the Municipal Board by the Government in the State of Uttar Pradesh. In the United Provinces Municipalities Act, Section 9, originally, dealt with the normal composition of the board. An amendment was incorporated as the ‘fourth proviso’ to Section 9 by Ordinance 2 of 1990 promulgated on February 15, 1990. As per the amended proviso, a member nominated under Section 9, whether before or after February 15, 1990 shall hold office during the pleasure of the State Government, but not beyond the term of the board. Interpreting the scope of the fourth proviso to Section 9 of the United Provinces Municipalities Act, the Apex Court held that in respect of a nominated member, power of curtailment of term is with the Government and such a member can hold office only during the pleasure of the Government.

17. The ‘pleasure doctrine’ is not applicable to the present facts, as the Kerala Co-operative Societies Act or Rules do not provide such a course. Moreover, by way of SRO 1185/2003, Rule 43-A was incorporated providing a specific provision for removal of  a member of the committee by way of a no-confidence motion. The ratio in Om Narain Agarwal is clearly distinguishable on facts.

18. The learned counsel appearing for respondent No.2 relying on Rule 43-A, submitted that when a statutory authority is required to do a thing in a particular manner, it is to be done in that way. The learned Senior Government Pleader also highlighted the mandate to be followed under Rule 43-A of the Rules.

19. The learned counsel appearing for respondent No.2, relying on Bhavnagar University v. Palitana Sugar Mill (P) Ltd., [(2003) 2 SCC 111], Raj Soni v. Air Officer Incharge Admn., [(1990) 3 SCC 261] and State of Haryana v. Raghubir Dayal [(1995) 1 SCC 133], submitted that when a statutory authority is required to do a thing in a particular manner, the same must be done in that manner or not at all. The State and other authorities while acting under a particular statute are only creatures of such statute and they must act within the four corners thereof, the learned counsel added.

20. Rule 43-A of the Rules prescribes, the only manner in which a member of the committee of a society may be removed. The petitioner-society should not have removed respondent No.2 from the committee without adhering to the mandatory procedures.

21. Yet another aspect highlighted by the learned counsel for respondent No.2 is that the decision to remove respondent No.2 from office was taken behind his back. It is submitted that the subject 'removal of respondent No.2 from his office' was not an agenda in the proposed meeting. The learned counsel relied on Exhibit R2(d) notice (Ext.P6 in W.P(C) No.46208/2024) of the managing committee. In the meeting held on 10.10.2024, 'removal of respondent No.2' was not in the agenda.

22. The learned Senior Counsel submitted that Agenda No.6, namely ‘any other matter permitted by the President’, enabled the President to bring up any items for discussion.

23. The learned counsel for respondent No.2 and the learned Senior Government Pleader submitted that removal of a member of a committee cannot be treated as an item, which could be taken without an agenda and that only very urgent matters requiring emergent consideration could be taken up under the head 'any other matter'. The learned counsel for respondent No.2 further submitted that the committee had not even cited the very reason for the removal of respondent No.2 in the resolution.

24. I find force in the argument raised by the learned counsel for respondent No.2 and the learned Senior Government Pleader.

25. The learned counsel for respondent No.2 further submitted that Ext.P11 report of the Assistant Registrar (General), Thalassery, based on which Ext.P14 order of the Registrar rescinding the decision of the Committee was issued, has not been challenged, and therefore the petitioners' challenge on Exhibit P14 will not stand. The learned counsel relied on Edukanti Kistamma (supra) to support his contention. In Edukanti Kistamma, the Apex Court held that a challenge to consequential order, without challenging the basic order/statutory provision on the basis of which the order has been passed, cannot be entertained.

26. I am not in agreement with the submission of the learned counsel for respondent No.2, as Exhibit P11 is only a report, and the statutory authority (respondent No.1) considered Exhibit P11 along with other materials and passed Exhibit P14 order. I am of the view that even without specifically challenging Exhibit P11, the challenge  to Exhibit P14 order will stand, as Exhibit P11 is not an ‘order’, but merely a report of a lower authority for arriving at conclusions in Exhibit P14.

27. The learned Senior Counsel, relying on Aji v. State of Kerala (1995 KHC 59), submitted that the power of the Registrar to supervise the working of the society under Section 66(1)(a) of the Act cannot be exercised in an arbitrary and capricious manner. The learned Senior Counsel submitted that the general body of the society has its own autonomy and supreme power. The Senior Counsel relied on paragraph 20 of the judgment of this Court in Aji v. State of Kerala (FB), which reads thus:

                  “20. We make it clear that though S.66(1)(a) gives the power enabling the Registrar to supervise the working of the  society he cannot act in an arbitrary and capricious manner. He should not forget the importance of the fact that the society has its own autonomy and the supreme power is vested with the General Body. In other words, on flimsy reasons or on extraneous considerations the Registrar should not misuse the powers under S.66(1)(a). That power should be exercised with due caution and circumspection and only in cases where it is really called for.”

28. The statutory provision considered by the Full Bench is the power of the Registrar to supervise the working of the society. The Full Bench took note of the principle that the autonomy and supreme power is vested with the general body.

29. The facts under consideration in the present case are different. In the present case, the Registrar was acting under Rule 176 of the Rules and exercising the power to rescind the resolution of a society.

30. A Division Bench of this Court in Sumitha Mathew (supra) after referring to Aji v. State of Kerala held thus:

                  “12. The Full Bench of this Court in the decision in Aji v. State of Kerala, 1995 (1) KLT 363 has held, in paragraph no.6 thereof, that the State Government has no power under any of the provisions of the KCS Act or the KCS Rules to interfere with the selection process of a Co - operative Society, as there is no provision in those Rules which directly authorizes the Government to interfere with the selection process of the Society. However, the Full Bench has held, in paragraph no.11 thereof, that it is not possible to hold that the Registrar's power is limited to supervision of financial dealings of a Society. Further that, R.176 clothes the Registrar with the power to rescind any resolution of any meeting or any Society or of the Committee of any Society, if it appears to him that such a resolution is ultra vires of the objects of the Society, or is against the provisions of the Act, Rules, Bye - laws or of any direction or instructions issued by the Department, or calculated to disturb the peaceful and orderly working of the society or is contrary to the better interest of the Society. Thus, the position is abundantly clear that the Registrar is not a mere passive spectator against an erring society and he is vested with adequate power to rescind resolutions whenever situations demand and the contention, that the Registrar's power is limited only to supervise the financial dealings of the society, is not tenable. It may be pertinent to refer to paragraphs 6 & 11 of the abovesaid decision of the Full Bench of this Court in Aji's case supra, which read as follows: “6. At the outset, it has to be stated that the Government has no power under any provisions of the Act or rules to interfere with the selection process of a cooperative society. As there is no provision under the Act or Rules which authorises the Government to interfere with the selection process of the society, Ext. P - 5 order cannot be sustained. In Trivandrum District Co - operative Bank Ltd. v. State of Kerala, 1992 (1) KLT 381 a Division Bench of this Court held that Government has no such power. In Kottayam Co - operative Bank Ltd. v. State of Kerala, 1988 (1) KLT 827 it was held that there cannot be an assumption that the Government has got the powers to intervene in the day - to - day administration of the co - operative society. In the said decision it was made clear that Government cannot restrain bank from conducting interview for appointment of clerks. With regard to the power of the Court in Government in issuing Ext. P - 5 order, counsel on both sides conceded  the  position  that  it  cannot  do  it.  11. It is not possible to hold that Registrar's power is limited to the supervision of the financial dealings of the society. R.176 clothes the Registrar with the power to rescind any resolution of any meeting of any society or of the committee of any society, if it appears to him that such resolution is ultra - vires of the objects of the society, or is against the provisions of the Act, Rules, Bye - laws or of any direction or instructions issued by the Department, or calculated to disturb the peaceful and orderly working of the society or is contrary to the better interest of the society. Thus the position is abundantly clear that the Registrar is not a mere passive spectator against an erring society. Registrar is vested with adequate power to rescind resolutions whenever situations demand. Contention that Registrar's power is limited only to supervise the financial dealings of the society is not tenable with adequate power to rescind resolutions whenever situations demand. Contention that Registrar's power is limited only to supervise the financial dealings of the society is not tenable.”

31. As per Rule 176 of the Rules, the Registrar is competent to rescind any resolution of any meeting of any society or the committee, if it appears to him that such resolution is ultra vires of the objects of the society, or is against the provisions of the Act, Rules, Bye-laws or any direction or instructions issued by the Department, or calculated to disturb the peaceful and orderly working of the society or is contrary to the better interest of the society.

32. The petitioner, the Managing Committee of the Society, was acting against the Act and Rules while passing the resolution to remove respondent No.2 without resorting to Rule 43-A of the Rules. The act of the Registrar while passing Exhibit P14 resolution was within the limits of his statutory power.

33. The learned Senior Counsel further relied on Joseph Mathew v. State of Kerala (2025 KHC 53). In Joseph Mathew, this Court was considering a service-related matter. This Court held that any power bestowed upon the Registrar under Rule 176 of the Rules does not extend to employment-related disputes once they fall within the statutory framework of Section 69 of the Act. In Joseph Mathew, this Court held that the Registrar, under Rule 176 of the Rules, is not deciding a lis and can only see from the face of the record whether there is any statutory violation and nothing beyond that. The Court held that if any decision affecting the rights of the parties on a service dispute occurs, the Registrar has to keep his hands off.  The facts considered in Joseph Mathew are different from the subject matter under consideration.

34. In view of the provision for no-confidence motion under Rule 43-A being the only mode by which a member could be removed from the managing committee, Exhibit P14 decision rescinding the resolution of the petitioner-committee to remove respondent No.2 from the managing committee, is within the powers of the Registrar. The Registrar, being satisfied that there were statutory and procedural violations, exercised his jurisdiction under Rule 176 of the Rules, which requires no interference.

35. The resultant conclusion is that the co-option of petitioner No.2 in W.P(C) No.24928/2025 (respondent No.5 in W.P(C) No.46208/2024) as per Exhibit P3 resolution will not survive. Respondent No.2 in W.P(C) No.24928/2025 (petitioner in W.P(C) No.46208/2024) will continue to be a member of the managing committee consequent to the decision in Ext.P14.

                  The Writ Petitions stand disposed of as above.