SHAFIUR RAHMAN, J.--Leave to appeal was granted to Mr. Riasat Ali Gondal, Chief Manager, National Industrial Cooperative Finance Corporation Limited Gujranwala Zone, acting as an Administrator of the Pasban Cooperative Finance Corporation Limited, Islamabad (hereinafter referred to as the Corporation) under the impugned order of the Registrar Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory, Islamabad dated 24-12-1989 to examine whether under section 3-A of the Multi-Unit Co-operative Societies Act, 1942 Act VI of 1942 (hereinafter referred to as the Act), power was available to the Registrar, Co-operative Societies Islamabad/Deputy Commissioner, Islamabad Capital Territory for passing the impugned order or his jurisdiction stood excluded by section 4 of the Act.
2. Pasban Co-operative Finance Corporation Limited/respondent No.3 was initially registered on 7th of March, 1969 under the Cooperative Societies Act, 1925 as the Pasban Cooperative Bank Limited with the Registrar, Cooperative Societies, West Pakistan, Lahore. Its bye-laws restricted its territory of business to Rawalpindi Division and Islamabad. On 9-6-1970, its territory was extended to whole of West Pakistan. In the year 1976 it altered itself from a Bank to a Finance Corporation and restricted its territory to Rawalpindi Division and Islamabad. Near about 1983 by a change in the bye-laws, it extended its functioning territorially to the whole of Pakistan. Its registered office had always remained located in Islamabad. In the year 1989, it had 85 Branches throughout the Province of Punjab. We are told that its Head Office is at Lahore. Only one Branch of it, the Registered Office is located in Islamabad. The Deputy Commissioner Islamabad Capital Territory, who happens to be ex-officio Registrar, Cooperative Societies, proceeded on a number of complaints regarding the functioning of the Corporation, served show-cause notices on various dates and after considering the replies, though not personally hearing anyone on behalf of the respondent No3/Corporation which claimed a personal hearing, passed an order the operative part of which is as hereunder:-- "I, Imtiaz Inayat Elahi Registrar Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory Islamabad in exercise of the powers vested in me under Rule 48 of the Cooperative Societies Rules, 1927 and in vast public interest, supersede the Board of Directors of the Pasban Cooperative Finance Corporation Limited, 5-Kashmir Plaza, F-6, Blue Area, Islamabad with immediate effect for an initial period of one year and appoint Ch. Riasat Ali Gondal, (General Manager) National Industrial Cooperative Finance Corporation Limited, Gujranwala as an Administrator of the Pasban Cooperative Finance Corporation Limited, Islamabad to perform and exercise all powers and duties of the Board of Directors during this period. This order is to be published in the official Gazette."
3. The appointment of the Deputy Commissioner, Islamabad Capital Territory as Registrar Cooperative Societies had been notified by the Administrator, Islamabad Capital Territory on 30-5- 1983. As this notification is the subject-matter of a legal controversy, it is reproduced hereunder in extenso:-- "In exercise of the powers conferred upon him by the President in pursuance of Article 2 of Islamabad Capital Territory (Administration) Order, 1980 (P.O.No.18 of 1980), the Administrator, Islamabad Capital Territory is pleased to direct that the Deputy Commissioner, ICT shall exercise all or any of the powers of the Registrar, Cooperative Societies under "The Multi-Unit Cooperative Societies Act (VI of 1942)", within the territorial limits of Islamabad Capital Territory.
2. This Order shall come into force with immediate effect.- Prior to it, on 1-1-1981, the Administrator, Islamabad Capital Territory had issued another notification on the subject as hereunder:-- "In exercise of the powers conferred upon him by the President in pursuance of Article 2 of Islamabad Capital Territory (Administration) Order, 1980 (P.O.No.18 of 1980), the Administrator, Islamabad Capital Territory is pleased to order that Deputy Commissioner, Islamabad Capital Territory District shall exercise all powers of the Registrar, Cooperative Societies under the following laws:--
(1) The Cooperative Societies Act, 1925.
(2) West Pakistan Cooperative Societies and Cooperative Banks Payment of Loans Ordinance, 1966.
(3) The Cooperative Societies and Cooperative Banks (Repayment of Loans) Order, 1972.
(4) The Cooperative Farming Act, 1976.
This Order shall come in force with immediate effect."
4. The Order of the Registrar, Cooperative Societies Islamabad dated 24-12-1989 and his jurisdiction to deal with the Corporation came up directly under examination in three Constitution Petitions filed by the various persons; one such Constitution Petition having been filed by the Corporation itself, another by one of its ex-employees and the third by three of its Directors. The High Court disposed of all the three Constitution Petitions by one consolidated judgment holding that there was much confusion both on the part of the Corporation and the statutory functionaries with regard to the jurisdiction exercisable in respect of the Corporation under the various laws governing the Cooperative Societies and held that the Registrar Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory had no jurisdiction under section 3-A of the Act to deal with the respondent/Corporation and to pass the impugned Order. That Order was declared to be without lawful authority and so was the appointment of the Registrar/ Deputy Commissioner after superseding it.
5. After leave to appeal had been granted in the case on the 19th of August, 1990, another order was passed by this Court on 22nd of August, 1990 by way of an interim measure appointing Mr. Zeenatullah Khan, Central Registrar of the Corporation to be its Administrator who was to discharge functions of Board of Directors, run the affairs of the Corporation and pass such orders as he may deem necessary during the pendency of matter in this Court. The Registrar, Cooperative Societies, Islamabad/Deputy Commissioner Islamabad Capital Territory (respondent No.1) before us was directed to be transposed as appellant which part of the order was complied with and Sheikh Maqbool Ahmad, Advocate, the learned counsel representing him on such transposition made a statement that he does not on behalf of the Registrar, Cooperative Societies/Deputy Commissioner, ICT contest the judgment of the High Court.
6. Mr. Karamat Nazir Bhandari, Advocate, the learned counsel for the original appellant did not dispute the fact of the registration of the Corporation as a Cooperative Bank on 7th of March, 1969 with the Registrar, Cooperative Societies, Lahore. His argument in support of the appeal was that with the registered office of the respondent No.3/Corporation being throughout located at Islamabad and after the Presidential Order No.1 of 1970 Province of West Pakistan (Dissolution)
Order, 1970 and Presidential Order No.12 of 1970 Islamabad Capital Territory (Administration) Order, 1970, the power for the purposes of exercising jurisdiction for registration under the Act must necessarily be deemed to have been transferred to the Deputy Commissioner, Islamabad Capital Territory. On that view of the matter, it is contended that section 3-A of the Act which was introduced by Central Ordinance No.V of 1979 in the Act was available to the Deputy Commissioner, Islamabad Capital Territory for proceeding against the Corporation. Additionally it has been contended that on facts, there were good grounds for proceeding against it for the accounts, the management and its organization had all become suspect and fraud and embezzlement were also alleged. In the alternative, the learned counsel for the appellant has contended that the respondent No.3/Corporation has itself been always dealing with the Registrar, Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory, seeking and availing of his jurisdiction and had been even defending it in one of the connected Writ Petitions of the ex- employees relating to the appointment of an Arbitrator. Such a conduct of the Respondent No.3/Corporation and its submission to the jurisdiction should have precluded it from challenging the jurisdiction of the Registrar, Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory; and in any case, in constitutional jurisdiction, the High Court should have denied the relief in view of the antecedent conduct of the respondents. The learned counsel has in this context relied on the decisions rendered by this Court in Nawab Khan and another v. Waris Iqbal and 5 others (PLD 1976 SC 394), and Majid Ali Naqvi v. Additional District Judge and Ex Officio Settlement and Rehabilitation Commissioner, Tharparkar and another (1970 SCMR 375).
7. Mr. Habibullah, Senior Advocate, the learned counsel appearing for the respondents challenged the jurisdiction of the Registrar, Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory on more than one grounds. On merits it is contended that the determining fact for jurisdiction is the place of registration of a Multi-Unit Society. Admittedly, it was Lahore in the Province of the Punjab, since before the establishment of the Federal Capital Territory. Its principal place of business was also in the Province of Punjab as at the time when the impugned action was taken against it, 85 of its Branches were located in the Province of Punjab and only one in the Federal Capital Territory. On that view of the matter, it was only the Registrar, Cooperative Societies, Punjab, who could take action in terms of section 4 of the Act if no Central Registrar of Cooperative Societies had been appointed and where a Central Registrar had been appointed, as was in this case since 1983, it was he, who was competent to exercise jurisdiction in the matter.
8. The authority of the Deputy Commissioner, Islamabad Capital Territory, acting as Ex Officio Registrar, Cooperative Societies, Islamabad under the Act has been challenged on the ground that the Administrator who so authorised him had not himself been authorised by the Federal Government to so appoint him. The Authority conferred on the Administrator was that of the Provincial Government in respect of the Federal Capital Territory of Islamabad in view of notification dated 31st of December, 1980 (PLD 1981 Central Statutes 233). The power under section 4 of the Act rested with the Central Government and there is no indication at all that the Central Government had made the Deputy Commissioner, Islamabad Capital Territory, Ex Officio Central Registrar of Cooperative Societies. Besides, the terms in which the notification dated 30th May, 1983 has issued is not in terms of section 4 of the Act. The power and the authority mentioned therein is that of Central Registrar and not of a Registrar.
9. The learned counsel have also reiterated the submissions made in the Constitution Petition that the whole action taken was mala fide because the first Show-Cause Notice issued on 4-10-1989 while all the supporting documents on which the Show-Cause Notice was supposed to be based were received subsequent to that date.
10. The law applicable to the case on merits lies in a narrow campus. It is admitted that the respondent No.3/Corporation was a Multi-Unit Corporation or Society. The Act was specially enacted to cover such Societies/Corporations. After the Federal Capital of Islamabad was established as a separate Federal Territory under the administrative control of the Federal Government, section 3--A was introduced in the Act. The law governing such Societies for the purposes of the present appeal is confined to sections 2, 3, 3-A and 4 of the Act. These sections are reproduced in extenso hereunder:-- "2. Cooperative Societies to which this Act applies registered before commencement of this Act: --(1) A cooperative society to which this Act applies which has been registered in any Province under the law relating to cooperative societies in force in that Province shall be deemed in any other Province to which its objects extend to be duly registered in that other Province under the law there in force relating to Cooperative Societies, but shall, save as provided in subsections (2) and (3), be subject for all the purposes of registration, control and dissolution to the law relating to Co- operative Societies in force for the time being in the Province in which it is actually registered.
(2) Where any such Co-operative Society has established before the commencement of this Act or establishes after the commencement of this Act a branch or place of business in a Province other than that in which it is actually registered it shall within six months from the commencement of this Act or the date of establishment of the branch or place of business, as the case may be, furnish to the Registrar of Cooperative Societies of the Province in which such branch or place of business is situated a copy of its registered bye-laws and shall at any time it is required to do so by the said Registrar submit any returns and supply any information which the said Registrar might require to be submitted or supplied to him by a cooperative society actually registered in that Province.
(3) The Registrar of the Cooperative Societies of the Province in which a branch or place of business such as is referred to in subsection (2) is situated may exercise in respect of that branch or place of business any powers of audit and of inspection which he might exercise in respect of a co-operative society actually registered in the Province.
3. Cooperative Societies to which this Act applies registered after commencement of this Act.-
(1) A society which might, if its objects were confined to one Province, be registered as a co- operative society in any Province under the law relating to co-operative societies in force in that Province, shall, notwithstanding that its objects are not confined to the Province in which its principal place of business is to be situated, be deemed for the purposes of registration as a cooperative society to be situated wholly in that Province, and may be registered by the Registrar of Cooperative Societies of that Province in accordance with the law relating to cooperative societies for the time being in force in that Province, and if so registered shall be deemed in any other Province to which its objects extend to be duly registered in that other Province under the law there in force relating to cooperative societies but shall, save as provided in subsections (2) and (3), be subject for all the purposes of registration, control and dissolution to the law relating to cooperative societies in force for the time being in the Province in which it is actually registered.
(2) Where any such cooperative society establishes a branch or place of business in a Province other than that in which it is actually registered, it shall, within six months from the date of establishment of the branch or place of business furnish to the Registrar of Cooperative Societies of the Province in which such branch or place of business is situated a copy of its registered bye- laws, and shall at any time it is required to do so by the said Registrar submit any returns and supply any information which the said Registrar might require to be submitted or supplied to him by a cooperative society actually registered in that Province.
(3) The Registrar of Cooperative Societies of the Province in which a branch or place of business such as is referred to in subsection (2) is situated may exercise in respect of that branch or place of business any powers of audit and of inspection which he might exercise in respect of a co- operative society actually registered in that Province.
3-A. Co-operative Societies to which this Act applies registered in the Federal Capital.---(1) A Society which might, if its objects were confined to the Federal Capital, be registered as a Cooperative Society in the Federal Capital under the law relating to Cooperative Society in force therein, shall, notwithstanding that its objects are not confined to the Federal Capital, be deemed for the purpose of registration as a Cooperative Society to be situated wholly in the Federal Capital, and may be registered, in accordance with the law relating to Cooperative Societies for the time being in force in the Federal Capital by the Registrar of Cooperative Societies of the Federal Capital appointed by the Federal Government, and if so registered shall be deemed in any Province to which its objects extend to be duly registered in that Province under the law there in force relating to Cooperative Societies but shall, save as provided in subsections (2) and (3) be subject for all the purposes of registration, control and dissolution to the law relating to Cooperative Societies in force for the time being in the Federal Capital, reference in that law to "Registrar" being construed as a reference to the said Registrar of Cooperative Societies appointed by the Federal Government.
(2) Where any such Cooperative Society establishes a branch or place of business in any Province, it shall within six months from the date of establishment of the branch or place of business furnish to the Registrar of Cooperative Societies of the Province in which such branch or place of business is situated a copy of its registered bye-laws, and shall at any time it is required to do so by the said Registrar submit any returns and supply any information which the said Registrar might require to be submitted or supplied to him by a Co-operative Society actually registered in that Province.
(3) The Registrar of Cooperative Societies of the Province in which a branch or place of business such as is referred to in subsection (2) is situated may exercise in respect of that branch or place of business any powers of audit and of inspection which he might exercise in respect of a Cooperative Society registered in that Province. .
4. Appointment and powers of Central Registrar of Co-operative Societies.--(1) The Central Government may, if it thinks fit, appoint a Central Registrar of Cooperative Societies.
(2) The Central Registrar of Cooperative Societies, if appointed, shall exercise in respect of any cooperative society to which this Act applies, to the exclusion of Provincial Registrar, the powers and functions exercisable by the Registrar of Cooperative Societies of the Province in which such society is actually registered.".
11. Another law which must be taken note of is the "Cooperative Societies Act, 1925" (hereinafter referred to as the Societies Act) which was applicable when the Corporation was registered in 1969.
Sections 10 and 20 of the Societies Act provide as hereunder:-- "10. Registration-If the Registrar is satisfied that a society has complied with the provisions of this Act and the rules and that its proposed bye-laws are not contrary to this Act or to the rules, he may register the society and its by-laws.
20.Address of societies----Every society shall have an address registered in accordance with the rules, to which all notices and communications may be sent, and shall send notice in writing to the Registrar of any change in the said address within 30 days of such change.
12. Schedule ---A to the Co-operative Societies Rules, 1927 required among others, the following particulars:- ---From of application for registration of a society.--
(1) Name of proposed Society.
(2) Address to be registered.
(3) Is liability limited or unlimited.
(4) Area of operations.
(5) Objects of the Society.
(6)--- --- --- --- --- --- (7)--- --- --- --- --- --- (8)--- --- --- --- --- --- (9)--- --- --- --- --- --- (1)3 The specific portions of the law quoted above which deserve particular attention are the words ---actually registered--- used in subsections (1) ,(2) and (3) of sections 2 and 3 and the same expression used in subsections (2) of sections 3-A and of section 4 of the Act.The law applicable and the jurisdiction exercisable has been indicated in all these provisions by reference to the place of actual registration. Additionally, the expression actually registered has been used to distinguish a situation where the registeration is deemed to exist else where for specified purposes. In this context the reservation made that the Corporation or society, as the case may be, is subject for all the purpose of registration, control or dissolution, to the law relating to Corporation/Society in force for the time being in the Province in which it is actually registered, makes the jurisdiction beyond any doubt.The exclusions enjoyed from this general proposition on the strength of the deeming part of the registration, are the powers of audit and inspection and the supply of the copies of the bye-laws, returns and information which may be asked for.As both the situations i.e., deeming of the registration as well as the actual registration having been specifically and separately provided for in the law, there is left no scope on any principle of interpretation to either enlarge the category or to limit or restrict it beyond the point envisaged by the law.In the circumstances, by merely having its registeres office at Islamabad the place of its actual registration will not shift nor can be deemed to shift to that territory.The actual place of registration, in this case, will remain in Lahore and the law applicable for the purposes of registration, control and dissolution will be the same that applies in that Province.On that view of the matter, the Registrar, Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory, Islamabad could not exercise jurisdiction except for the limited purpose of audit., inspection and /or calling for the information and returns.
14. In this case, there is no question of submitting to the jurisdiction of one not possessed of it because under the law itself, the Registrar, Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory, had the jurisdiction to deal with the Co-operation for certain purposes, namely, of inspection, audit, calling for returns and information etc. Therefore, the mere submission of the respondent No.3/Corporation to his jurisdiction would not either amount to estopped or approbate and reprobate and reprobate or blowing hot and cold inthe same breath.The point is beyond dispute that the Registrar Cooperative Societies/Deputy Commissioner, Islamabad Capital Territory, could deal with the Corporation and the Corporation could also approach the Registrar, Cooperative Societies Islamabad for certain purposes.However, for the purposes of dissolution, control and registration, the jurisdiction was conferred on the Registrar Cooperative Societies having territorial jurisdiction where the Corporation/Society was actually registered.There was an exception to it made in section of the Act when a Central Registrar had been appointed was appointed under sectionof the Act in1983.The Central Registrar excluded the jurisdiction of the Provincial Registrars who otherwise could have jurisdiction going by the place of actual registration.The Act after introduction of section 3---Ain 1979 visualises two Registrars whose appointment is traceable to the Federal Government.There is a Registrar of the Cooperative Societies of the Federal Capital appointed by the Federal Government under section A of the Act and there is a Central Registrar appointed by the Central Government, under section of the Act.The appointment of the Deputy Commissioner, Islamabad Capital Territory under this Act as Registrar, Cooperative Societies was not as Central Registrar of Cooperative Societies but as the Registrar Cooperative Societies for the Federal Capital of Islamabad.Hence, he could not exercise jurisdiction over the Societies actually registered outside the Islamabad territory, not could he be taken to be a Central Registrar under sectionof the Act.It follows, therefore, that neither under the Societies Act nor under the Act the Deputy Commissioner Islamabad Capital Territory could exercise jurisdiction over the respondent No.3/Corporation.It is only the Central Registrar appointed under section 4 who could oust the jurisdiction of the Provincial Registrar of the place where the Society/Corporation was actually registered.
15. We find no merit in this appeal which is dismissed with costs.