AGM held late — are the office-bearers automatically disqualified? Bombay HC in Adhyatma Bandhu Gupta, decoded

Your accounts are not ready. The auditor has changed, and September is running out. One member has already said he will write to the Registrar if the annual general meeting slips.

The question every secretary in that position asks is simple: if the meeting is late, are we automatically out of office? The Bombay High Court dealt with exactly this in 2023, and its answer is more careful than most committees assume.

The case in brief

The petitioners were the Chairman and Secretary of Hatkesh Co-operative Housing Society Ltd. They challenged their disqualification before N. J. Jamadar, J., in the High Court of Judicature at Bombay (Writ Petition No. 7358 of 2014, reserved 9 March 2023, pronounced 5 June 2023).

The society had not held its AGM, for 2012-13, in time. The committee resolved on 10 August 2013 to postpone it and seek a 90-day extension, applying on 12 August 2013. By then the first proviso to section 75(1), which let the Registrar extend the date, had been deleted by Maharashtra Act XVI of 2013 (section 42), retrospectively from 14 February 2013 (section 1(2)).

A member complained on 12 October 2013. After a show-cause notice, the District Deputy Registrar disqualified the office-bearers on 31 January 2014, and the Divisional Joint Registrar dismissed their revision (No. 61 of 2014) on 9 July 2014. The AGM had in fact been held on 10 November 2013. Their reasons included delayed accounts, a change of auditors, the manager leaving, the accountant's illness, and legal uncertainty after the 97th Constitution Amendment and the 2013 Act.

The question: can disqualification under section 75(5) follow from the bare fact of default, without the Registrar considering and recording a finding on reasonable excuse?

What the court decided

Section 75(5) reaches an officer or a member of the committee who failed to comply without reasonable excuse. The court read section 75 as a whole, with sub-sections (1), (2), (2A), (3) and (4) connected and interlinked. It held:

> Default per se does not entail disqualification. Registrar is statutorily enjoined to arrive at a finding that there was no reasonable excuse.

The court did not hold this delay excusable. It held the Registrar had never asked the question. The District Deputy Registrar's order did not consider whether the excuse was reasonable, and the Divisional Joint Registrar did not address it either. The court called this non-consideration a jurisdictional error, and since the AGM was later held, the delay had to be weighed against the reasons given.

Both orders were quashed and the petition allowed, with no costs. Remand would be normal, but over nine years had passed. The court also said disqualification need not necessarily run for the full five years, and noted an opportunity of hearing at two stages.

Why it matters for your society

A missed AGM date is where the Registrar's inquiry begins, not where it ends. Before disqualifying anyone, the Registrar must weigh the reason offered and record a finding. Bye-law 94(b) says default attracts action under section 75(5), and that section carries the reasonable-excuse condition inside it.

So the reason you can prove becomes the centre of the case. A committee with no contemporaneous record of why the meeting slipped has little to place before the Registrar.

What your committee should do

1. 1Fix the date early. Bye-law 94(a) requires the AGM on or before 30 September, with no extension. The committee decides date, time, place and business (bye-law 98).
2. 2Issue notice properly: by the Secretary, or the Chairman if the Secretary fails (bye-law 98), with 14 clear days to members and intimation to the Federation and Registering Authority (bye-law 99).
3. 3Start the auditor and accounts work early. The AGM takes the annual report with accounts in form N under Rule 62(1), the Audit Report from the auditor appointed under section 75(2A), the Audit Rectification Report, and appoints an auditor from the panel (bye-law 95).
4. 4Plan for quorum: 2/3rd of members or 20, whichever is less (bye-law 100). An adjourned meeting under bye-law 101 transacts business whether or not there is quorum.
5. 5If delay is unavoidable, minute the actual reason when it arises, keep supporting papers, and put it before the Registrar in writing.
6. 6If a show-cause notice comes, reply on dated facts, ask for a hearing, and ask that the order record a finding on reasonable excuse. Finalise the draft minutes within 3 months of the meeting and circulate them to all members within 15 days of the committee meeting that finalised them (bye-law 108).

Limits of this ruling

The court did not decide whether these petitioners had a reasonable excuse. It did not finally rule on the bona fides of the extension application or the legal-uncertainty argument, saying only they could not be brushed aside completely. It left open whether only the Secretary, not the Chairman, must convene the AGM, the natural-justice challenge, and the plea that the petition had become infructuous.

The five-year maximum in section 75(5) is a ceiling, not a fixed term. The extension power in the first proviso to section 75(1) no longer exists, so there is nothing to apply for. The judgment refers to Dilip Bhagwantrao Ingole (2009 (2) Mh.LJ 471) and Gaurav K. Desai (Writ Petition No. 11699 of 2014); this article does not characterise how the court used them. The 2026 Rules, which allow video-conference participation under Rule 106C-13(3), do not change the AGM deadline or section 75(5).