2004 (4) TMI 300 - HC - Companies Law

Summary

Issues Involved:
1. Implementation of the Order dated 3rd September 1986.
2. Transfer of membership in the Respondent No. 4 Society.
3. Limitation and maintainability of the application.
4. Compliance with the Maharashtra Co-operative Societies Act.
5. Authority and directions of the two experts.
6. Interim relief and injunction.

Issue-wise Detailed Analysis:

1. Implementation of the Order dated 3rd September 1986:
The applicants sought the court's direction to implement the order dated 3rd September 1986, which sanctioned a Scheme of Arrangement under section 391 of the Companies Act, 1956. This scheme involved the transfer of all assets, including ownership flats/buildings and other assets of the Kanjur Division, from Respondent No. 1 Company to the Applicant Company. The court noted that the scheme provided for the automatic transfer and vesting of the said property with effect from 1st January 1983.

2. Transfer of Membership in the Respondent No. 4 Society:
The applicants requested the transfer of membership in the Respondent No. 4 Society concerning Flat No. 9 and the basement. The Deputy Registrar of Co-operative Societies had allowed this transfer, but the decision was reversed by the Division Joint Registrar, citing the need for the parties to first approach two experts as per the court-sanctioned scheme. The court clarified that the property had already vested in the Applicant Company under the scheme, making the transfer of membership a necessary compliance.

3. Limitation and Maintainability of the Application:
The respondents argued that the application was barred by limitation, as it was filed 12 years after the order dated 3rd September 1986. The court held that the application was not barred by limitation, as the right to apply accrued only after the revisional authority's order dated 9th March 2001. The application was filed within three years of this date, making it timely under Article 137 of the Limitation Act.

4. Compliance with the Maharashtra Co-operative Societies Act:
The court emphasized that the reliefs granted would be subject to the Applicant Company's compliance with the provisions of the Maharashtra Co-operative Societies Act and the rules framed thereunder. The revisional authority had expressed doubts regarding the applicability of the Companies Act to the Co-operative Societies, which the court clarified.

5. Authority and Directions of the Two Experts:
The respondents contended that the directions of the two experts appointed by a Family Arrangement were binding and precluded the applicants from seeking the reliefs. The court rejected this argument, noting that the directions were issued before the scheme was sanctioned and were not the basis for the scheme. The court held that the scheme itself provided for the automatic transfer and vesting of the property, making the experts' directions irrelevant.

6. Interim Relief and Injunction:
The applicants sought interim relief to prevent the respondents from interfering with their use and occupation of the property. The court granted the application in terms of prayer clauses (a) and (b), subject to compliance with the Maharashtra Co-operative Societies Act. The interim arrangement was continued until 19th June 2004 to allow the respondents to appeal.

Conclusion:
The court allowed the application, directing the respondents to implement the order dated 3rd September 1986 and transfer the membership in the Respondent No. 4 Society to the Applicant Company. The reliefs were granted subject to compliance with the Maharashtra Co-operative Societies Act and the rules framed thereunder. The court also continued the interim arrangement to enable the respondents to appeal.