P L D 1969 Dacca 105 (PLP)

M. R. KHAN, J.‑These two petitions under Article 98 of the Constitution involving some common questions of fact and law were heard together, and this judgment will dispose of both the Petitions. Of these petitions (hereinafter called writ petitions), the Petition No. 12 of 1967 which is the main petition was made by Mr. A. K. M. Fazlul Huq, and the Petition No. 10 of 1967 which supports the other petition in certain respects was filed by his son, Mr. Zeaul Huq. The East Pakistan Co‑operative Insurance Society Limited, the respondent No. 2 in Writ Petition No. 12 of 1967 (hereinafter called the Society) is a co‑operative society registered under the Bengal Co‑operative Societies Act, 1940 (hereinafter called the Act). Mr. P. A. Nazir, the respondent No. 1 is the Registrar of Co‑operative Societies and the Chairman of the Society. The respondents 3 to 19 in Writ Petition No. 12 of 1967 are the members of the Managing Committee of that Society. The case of the petitioner Mr. A. K. M. Fazlul Huq is that he was appointed General Manager of the Society on contract for a period of five years from 15‑1‑62 to 14‑1‑67 at an initial salary of Rs. 1,500 and entertainment allowance of Ra. 300 per month. In recognition of his meritorious service, the Managing Committee, by its resolution dated 29‑11‑65, re‑designated him as Managing Director. Moreover, his emoluments were increased from time to time. About six months before the expiry of his contract of service, i.e. on 22‑7‑66, the Working Committee of the Society, by its resolutions Nos. 2 and 3 of the said date, recom mended for raising his salary. house‑refit allowance and entertain ment allowance to Rs. 3,000, Rs. 800 and Rs. 1,200 per month, respectively, with retrospective effect from the 1st January 1966. Moreover, his contract of service which was due to expire on 14‑1‑67 was proposed to be renewed for a further period of five years with effect from 15‑1‑

67. At its meeting held on 25‑7‑66, the Managing Committee of the Society, which is also called the Board of Directors, under the chairmanship of the then Chair man Mr. M. Zaman approved the said resolutions Nos. 2 and 3 of the Working Committee. The said Chairman then executed a formal contract (Annex. 'C' to the petition) renewing the petitioner's term o f service on increased emoluments as aforesaid for another 5 years with effect from 15‑1‑

67. Sometime there after, the respondent No. 20, in his purported capacity as Secretary of the Society, addressed a letter to the Comptroller of Accounts of the Society on 31‑8‑66 on the authority of a letter of the Deputy Registrar of Co‑operative Societies, dated 30‑8‑66, requesting the Comptroller to stay implementation of the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 till the same received the approval of the Registrar of Co‑operative Societies under the proviso to rule 43 of the Co‑operative Societies Rules, 1942. At the instance of the Registrar of Co‑operative Societies, another letter to the same effect was addressed to the Secretary of the Society on 8‑9‑66 wherein it was stated that any expenditures incurred in pursuance of the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 before the Registrar's approval are unauthorised and illegal and is, therefore, refundable. The petitioner protested this action in his letter, dated 1‑10‑

66. On that date, the petitioner while travelling by car, met with an accident and sustained injuries and was hospitalised. In the petitioner's absence, the Managing Com mittee made a resolution on 31‑10‑66 seeking the Registrar's approval to the resolutions Nos. 2 and 3 of the Working Com mittee regarding increased emoluments of the petitioner and renewal of his contract of service for another five years. Besides, the Managing Committee resolved at the said meeting that pending the Registrar's approval, the petitioner's emoluments would be drawn at the old rates. By the same resolution of the Managing Committee, an enquiry was also proposed to be made as to the circumstances under which the said resolutions of the Working Committee were given effect to in violation of the Registrar's orders to the contrary, and the petitioner was asked to offer his comments thereon. In the meantime, the Fourth Annual General Meeting of the Society was held on 30‑11‑

66. At that Annual General Meeting, the Society adopted a resolution stating that the petitioner's contract of service be not renewed after its expiry on 14‑1‑67 and the Managing Committee be empowered to take all necessary steps to stay the implementation of its earlier resolution, dated 25‑7‑66 by which the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 were approved. Without waiting for the petitioner's comments on the Managing Committee's resolution, dated 31‑10‑66, the respondent No. 20, in his letter dated 8‑12‑66, informed the petitioner that the Registrar was unable to accord his approval to the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 and commu nicated to him the Registrar's direction that any payments already made in pursuance of the said resolutions of the Working Committee should be refunded. Thereafter the Managing Committee, by its resolution dated 13‑12‑66, cancelled and superseded its earlier resolution of the 25th July 1966, approving the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 and decided not to renew the petitioner's contract of service after the expiry of the original contract on 14‑1‑1967. The petitioner alleges that the Registrar's refusal to accord approval to the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66 as approved by the Managing Committee on 25‑7‑66 and the Managing Committee's latest resolution, dated 13‑12‑66 cancelling and superseding its earlier resolution, dated 25‑7‑66 and its decision not to renew the petitioner's contract of service after the expiry of his original contract on 14‑1‑67 are illegal and without lawful author::, and that these illegal actions have threatened him with removal from the office of Managing Director. Moreover, the resolution of the Fourth Annual General Meeting concerning the petitioner is alleged to be void. It is further alleged by the petitioner that the respondent No. 20 who is the Secretary of the Head Office aspired to become the Deputy Managing Director of the Society and received the sympathy of the Registrar of Co‑operative Societies (respondent No. 1), but this was frustrated on account of the resistance offered by him. This caused the annoyance of the Registrar and the respondent No. 20 as the result of which the impugned actions were taken against the petitioner which are alleged by him to be mala fide. On these allegations in Writ Petition No. 12 of 1967, the following rule was issued on the respondents in terms of the prayer in that petition: ‑ "Let a Rule nisi issue calling upon the respondents to show cause why the purported "disapproval" by the respondent No. I of the resolutions of the Working Committee of the respondent No. 2 dated 22‑7‑1965, should not be declared to have been done without lawful authority, and also why impugn ed resolution dated 13‑12‑1966 passed by the respondents Nos. 1, 3 to 19 should not be declared to have been passed without lawful authority, or such other or further order or orders passed as to this Court may seem fit and proper." Mr. Zeaul Huq, the petitioner of Writ Petition No. 10 of 1967 as a shareholder of the Society, made that petition challenging the validity of the resolution adopted at the Fourth Annual General meeting of the Society held on 30‑11‑

66. The grounds of attack against the said resolution which are common in both the writ petitions will be stated hereinafter. On this Writ Petition No. 10 of 1967, a rule was issued on the respondents (they are same in both the petitions) to show cause why the resolution made at the said Annual General meeting (Appendix `D' to the petition) should not be declared to have been passed without lawful authority. An affidavit‑in‑opposition and a supplementary affidavit were filed in this case on behalf of the Society, the respondent No. 2 in Writ Petition No. 12 of 1967. In these affidavits, the various resolutions of different bodies and the correspondence referred to in Writ Petition No. 12 of 1967 are not denied. The appointment of Mr. Fazlul Huq, the petitioner of the said petition on contract as General Manager of the Society for a period of five years ending on 14‑1‑67 and the subsequent increase of his emoluments and re‑designation of his office as Managing Director are not also in dispute. But his petition under Article 98 of the Constitution is alleged to be non‑maintainable both on facts and in law. It is alleged that Mr. Fazlul Huq, contrived and procured the Working Committee's resolutions Nos. 2 and 3, dated 22‑7‑66, as regards increase of his emoluments and renewal of contract of service and secured the approval of those resolutions by the Managing Committee on 25‑7‑

66. Thereafter a purported contract was rushed through and the same was got executed on 27‑7‑66 by Mr. M. Zaman, the then Chairman of the Managing Committee, who had no authority to execute it. This contract was alleged to have been surreptitiously entered into without the knowledge of the Society or any of its officers. On the persistence of rumours that such a contract had been executed, the Society wrote a letter to Mr. Fazlul Huq enquiring about the same whereupon he forwarded the fresh contract to the Society on 29‑11‑66, and this wag the first occasion of the Society's knowledge of the existence thereof. As Mr. Zaman was under order of transfer, the petitioner hastily drew his salary on 27‑7‑66 at the enhanced rate for the back period from 1‑1‑1966, apprehending trouble with Mr. Zaman's departure. Thereafter it was discovered by the office of the Registrar of the Co‑operative Societies that the alleged fresh contract of service had been given effect to without having secured the Registrar's approval which was a condition precedent under the proviso to rule 43 of the Bengal Co‑operative Societies Rules, 1942. The Deputy Registrar of Co‑operative Societies in his letter dated 30‑8‑1966, drew the attention of the respond at No. 20, the Secretary of the Society to the Proviso to the said rule 43 which requires approval of the Registrar before implemen ting any decision of the Managing Committee involving financial implications of over Rs. 2,000, as in this case, and called upon the Society to stay the implementation of the decision of the Working Committee and the Managing Committee as regards emoluments of Mr. Fazlul Huq and the renewal of his contract. In the meantime, the Registrar, in pursuance of the resolution of the Managing Committee, dated 31‑10‑1966, was approached for according his approval to the resolutions Nos. 2 and 3 of the Working Committee concerning Mr. Fazlul Huq. The Fourth Annual General Meting of the Society which was long overdue was duly called by the respondent No. 20 who is the duly appoint ed Secretary of the Society. At the Annual General Meeting ‑held on 30‑11‑66, a decision was taken not to renew Mr. Fazlul Huq's contract of service after its expiry on 14‑1‑1967, and the Managing Committee was given authority to take steps to stay the implementation of the resolution of the Managing Committee extending the contract. Then on 5‑12‑1966, the Registrar informed the Society that he was unable to accord his approval to the resolution No. 2 of the Working Committee as regards enhanced emoluments of Mr. Fazlul Huq and disapproved the resolution No. 3 of the Working Committee proposing to renew his contract of service. This was communicated by the Secretary of the Society to Mr. Fazlul Huq by his letter, dated 8‑12‑1966. Thereafter the Managing Committee, at its meeting held on 13‑12‑1966, made a resolution cancelling its earlier resolution dated 25‑7‑66 by which the Working Committee's resolutions Nos. 2 and 3 had been approved. It is alleged in the affidavit‑in opposition that all these actions by the Registrar, the Managing Committee, the Society and the Secretary were duly taken. The Registrar of the Co‑operative Societies, who is the ‑respondent No. 1, in the Writ Petition No. 12 of 1967 filed a separate affidavit‑in‑opposition. Also the respondent No. 20 filed another affidavit‑in‑opposition. In their affidavits‑in‑opposi tion these respondents substantially adopted the stand taken on behalf of the Society itself. In particular, the respondent No. 20 claimed to be the duly appointed Secretary of the Society. In Writ Petition No. 10 of 1967, an affidavit‑in‑opposition was filed on behalf of the Society. The position taken up by the Society in this affidavit‑in‑opposition is that the petitioner of Writ Petition No. 10 of 1967 has no locus standi and cause of action and that his petition under Article 98 of the Constitution is equally non‑maintainable. The real grievance of the petitioner Mr. Fazlul Huq, as it has emerged from the averments in his Writ Petition and the argument advanced during the trial of that Petition is that a contract renewing his term of employment for another 5 years. From 15‑1‑1967 at enhanced emoluments which was lawfully concluded was subsequently annulled by an illegal resolution of the Managing Committee, dated 13‑12‑1966 and this has threatened him with removal from the office of the Managing Director of the Society. In order to substantiate this grievance, the following points were raised and canvassed by Mr. Kamal Hossain, the learned Advocate for the petitioner in Writ Petition No. 12 of 1967: ‑ (1) That the East Pakistan Co‑operative Societies Limited is not a Provincial Society or a Central Society, as defined in, rule 2 of the Bengal Co‑operative Societies Rules and as such the proviso to rule 43 which requires prior approval of the Registrar of the Co‑operative Societies in a case involving financial implications of over Rs. 2,000 in respect of a Provincial Society and Rs. 1,000 in respect of a Central Society is not applicable here with the result that the Registrar's approval to the Managing Committee's resolution, dated 25‑7‑1966 as regards Mr. Fazlul Huq's higher emoluments and renewal of contract of service, was not required. (2) That the proviso to rule 43 is only directory and non compliance therewith could not affect the validity of the decision of the Managing Committee approving renewal of the contract for another five years on enhanced emoluments. (3) That the proviso to rule 43 is ultra vires of the provision of section 23 of the Bengal Co‑operative Societies Act, 1940. (4) That the contract renewing the term of employment of Mr. Fazlul Huq at enhanced emoluments having been executed: by Mr. M. Zaman, the then Chairman of the Society should be presumed to have been duly approved by the Registrar inasmuch as Mr. Zaman was also the Registrar at the relevant time, and this sufficiently satisfied the requirement of the proviso to rule 43. (5) That the resolution of the Fourth Annual General, Meeting, dated 20-11‑1966 concerning the service of Mr. Fazlul: Huq was void for the reasons that the notice of that meeting was not duly given by any authorised person; that the agenda: of that meeting did not include the matter of Mr. Fazlul Huq ; that the question of renewing Mr. Fazlul Haq's contract of service was the exclusive concern of the Managing Committee; but the Annual General Meeting was not competent to deal with it ; that the poll taken at that meeting was not in accord ance with the rule 24 for and Bye‑law 24 of the Society; that the matter relating to the service of Mr. Fazlul Haq, in view of section 21 of the Act and Bye‑law 19, could net have been discussed and decided upon at the Annual General Meeting and that the adverse observations made in the resolution of the Annual General Meeting about Mr. Fazlul Huq's absence from duty on account of old age and failing health and his inability to shoulder the onerous duties of the Chief Executive of the Society are violative of the principles of natural justice. (6) That the Managing Committee's resolution, dated, 13‑12‑1966 cancelling its earlier resolution, dated 25‑7-1966 regarding renewal of Mr. Fazlul Huq's contract of service for another five years at enhanced emoluments is void inasmuch as in making that resolution the Managing Committee did not: exercise its individual judgment, but merely carried out the: decision of the Annual General Meeting which was itself void,. (7) That the resolution made at the Annual General Meeting on 30‑11‑66 and the Managing Committee's resolution on 13‑12‑66 cancelling its earlier resolution and the Registrar's refusal to accord approval under the proviso to rule 43 are all mala fide. Mr. Hamidul Huq Chodhury, the learned Advocate for the Society submitted that all these points raised in support of the Rule in Writ Petition No. 12 of 1967 are wholly untenable and that the Society is a Provincial Society as defined in rule 2 and has been treated as such to the knowledge of the petitioner Mr. Fazlul Huq and as such the Registrar's prior approval as required by the proviso to rule 43 was a condition precedent to the renewal of Mr. Fazlul Huq's contract of service at enhanced emoluments. Mr. Choudhury further submitted that the Managing Committee's very resolution, dated 25‑7‑1966 approving the Working Committee's resolutions Nos. 2 and 3 regarding renewal of contract at enhanced emoluments was invalid inasmuch as the minimum seven days' notice for the meeting of the Managing Committee, as required by rule 38 and Bye‑law 31 (2), was not given. Moreover, no agenda concerning the matter of Mr. Fazlul Huq was before the Managing Committee's meeting held on 25‑7‑1966. In fact, a supplementary affidavit to the above effect was filed in this case on behalf of the Society. In this case, the maintainability of both the Writ Petitions under Article 98 of the Constitution was seriously challenged. The question of maintainability of the Writ Petitions, therefore, called for consideration before we are called upon to examine and discuss the other points raised by either side. With regard to the maintainability of Writ Petition No. 12 of 1967, it is necessary to see if any rights of Mr. Fazlul Huq have been affected by the impugned action of the Registrar or by the impugned resolution of the Managing Committee, dated 13‑12‑1966 by which its earlier resolution, dated 25‑7‑1966 was cancelled and what is the nature of such rights. Admittedly, Mr. Fazlul Huq entered into the service of the Society as General Manager on the basis of a contract for a period of five years ending on 14‑1‑1967. During the currency of that contact, Mr. Fazlul Huq was designated as Managing Director and his emoluments were increased from time to time, but his other terms and conditions of service remained the same. As the said contract expired on 14‑1‑1966, Mr. Fazlul Huq has no more rights thereunder. He, however, relies on a fresh contract said to have been made pursuant to Bye‑law 33 (1) of the Society. Bye‑law 33 (1) which empowers the Managing Committee of the Society to appoint a Managing Director and a General Manager runs thus "33. (1) The Managing Committee may appoint a Managing Director and/or a General Manager for a specified period of time with powers to extend it on such terms and conditions as may be agreed upon between the Managing Committee, Managing Director and/or the General Manager. He shall not be removed within the contracted period except with the concurrence of the Registrar of Co‑operative Societies, East Pakistan." This power of the Managing Committee to appoint a Managing Director for a `Provincial Society' or a `General Society' as defined in rule 2 of the Co‑operative Societies Rules, should be read subject to the proviso to rule 43 of the said Rules, if the making of such appointment involves financial implications exceeding the limits prescribed in that proviso. The relevant part of rule 43 with its proviso runs thus: ‑ "

42. The Managing Committee of a Co‑operative Society shall exercise any of the following powers as may be provided in the bye‑laws. (a). . . . . . . . . . . (b). . . . . . . . . . . (c). . . . . . . . . . . (d) to appoint salaried or non‑slaried officers for conduct of the business of the Society and to define their duties. (e) . . . . . . . . . . . (f) . . . . . . . . . . . (g) . . . . . . . . . . . (h) . . . . . . . . . . . Provided that :‑ The decision of the Managing Committee having financial implications of over Rs. 2,000 in respect of Provincial Bank and Provincial Societies and Rs. 1,000 in respect of Central Bank and Central Societies, shall be subject to the approval of the Registrar and no such decision shall be implemented before it is approved by him." In this case, there is a controversy between the parties as to the applicability of the proviso to rule

43. It is submitted on behalf of the petitioner Mr. Fazlul Huq that the renewal of his contract of service at enhanced salary of Rs. 3,000 per month does not require the approval of the Registrar inasmuch as the Society is neither a Provincial Society nor a Central Society. On the other hand, it is contended on behalf of the Society that it is a Provincial Society and has been treated as such and, for that reason, the Registrar's approval is a condition precedent to the renewal of Mr. Fazlul Huq's contract of service at a salary of Rs. 3,000 per month as claimed by him. Even if the contention of the petitioner with regard to the applicability of the proviso to rule 43 be accepted as correct, the utmost that was done in this case is that the Managing Committee, the appointing authority approved the renewal of Mr. Fazlul Huq's contract of service for five years from 15‑1‑1967 at enhanced salary of Rs. 3,000 per month, besides other enhanced emoluments and that a contract in, writing to the above effect wag executed on behalf of the Society by Mr. M. Zaman, the then Chairman. This contract in writing is Annex. 'C' to the Writ Petition No. 12 of 1967 and shall hereinafter be called the disputed contract. Obviously, the rights accrued to Mr. Fazlul Huq under this contract, if any, are merely contractual rights as opposed to statutory rights. The bye‑laws of the Society appended to the affidavit‑in‑opposition were, no doubt, registered under the provisions of the Act. But these gyre no more than the rules laid down for the guidance .of the Society itself ‑and have no statutory force. In the case of Fayez Ahmed v. Registrar, Co‑operative Societies (P L D 1962 S C 315) their Lordships of the Supreme Court observed that the bye‑laws of a Co‑operative Bank were no more than the rules laid down for the guidance of the Bank itself. This was rearmed by their Lordships of the Supreme Court in the case of Joynal Abedin v. Multan Co‑operative Bank Ltd. (P L D 1966 S C 445). It, therefore, follows that the disputed contract renewing the service of Mr. Fazlul Huq at enhanced emoluments, though made in pursuance of the power of the Managing Committee under Bye‑law 33 (1), did not create any rights in favour of Mr. Fazlul Huq other than contractual rights, even if that contract is assumed to have been duly made and executed on behalf of the Society. The Act and the Rules made thereunder do not provide for appointment of a Managing Director or a General Manager. 'It is Bye‑law 33(1) alone that expressly empowers the Managing Committee of the Society to make such appointments on such terms and conditions as may be agreed upon between the Managing Committee and the appointee. Thus the office of Managing Director is not a statutory or public office, i.e. an office, which is by law prescribed in regard to its existence, its ‑tenure or duties. As regards `public office', their Lordships of the Supreme Court, in the case of Lahore Central Co‑operative Bank v. Saifullah (P L D 1959 S C 210) quoted with approval the following passage from page 166 of Ferris' "Extraordinary Legal Remedies": ‑ "A public office is the right, authority and duty created and conferred by law, by which an individual is vested with some portion of the sovereign functions of the Government to be exercised by him for the benefit of the public, for the term and by the tenure prescribed by law. 1t implies a delegation of a portion of the sovereign power. It is a trust conferred by public authority for a public purpose, embracing the ideas of tenure, duration, emolument and duties." In the present case, the office of Managing Director is not an office created by law ; this office and its tenure and duties are all founded purely on a contract made pursuant to Bye‑law 33(1) which is no more than a rule laid down for the guidance of the', Society. Thus, the Office of Managing Director to which Mr. Fazlul Huq lays a claim on the basis of the disputed contract is not a public office and the duties of that office are not of public nature. The Managing Committee, whether rightly or wrongly, cancelled the disputed contract long before Mr. Fazlul Huq's original contract of service was due to expire on 14‑1‑1967. Thus, he has been out of office since 14‑1‑1967. The real purpose of the reliefs claimed by him in his Writ Petition is to get the disputed contract declared valid and subsisting and thereby to secure his restoration to office, although no such relief has. been expressly sought for in that petition. This, in effect, means the securing of an order in the nature of a mandamus. In this connection, it may be pointed out that in the case of Lahore Central Co‑operative Bank v. Saifullah cited earlier, one of the orders asked for, viz., that the order removing the petitioner from service should be treated by the Bank as illegal and invalid, was held by the Supreme Court to be an order in the nature of a mandamus. With regard to mandamus, the, following passage occurring at page 229 of Ferris' "Extraordinary Legal Remedies" seems appropriate: ‑ "Contract Right‑‑The duties enforceable by mandamus, although not necessary public duties, are those imposed by law. Mandamus will not lie, therefore, to enforce a right founded purely on private contract, however clear the right may be." On the same subject, the principle as laid down in Halsbury's Laws of England, Third Edition, Vol. XI (Simond's Edition), at page 105, is as follows: ‑ "Duties must be public. The "order is only granted to compel the performance of duties of a public nature. It will not, accordingly, issue for a private purpose that is to say; for the enforcement of a merely private right. The Court will not, therefore, interfere in cases of dispute between, members of private Corporations, even though carrying on business under a royal Charter." In the case of Pakistan v. Merajuddin (P L D 1958 S C 147) their Lordships of the Supreme Court observed: "in the absence of proof that any statutory duty was involv ed or that any legal right was being enforced or that perfor mance of a public duty was being claimed, it is clear that a.. mandamus or an order in the nature of mandamus could not have issued consistently with the relevant practice and: precedent." This view was re‑affirmed by their Lordships in the case of Lahore Central Co‑operative Bank v. Saifullah, cited earlier and also in a later case, namely, Joynal Abedin v. Multan Co‑operative Bank. As pointed out by the Supreme Court in case of Pakistan v. Naseem Ahmad (P L D 1961 S C 445) and Faiz Ahmed v. Registrar of Co‑operative Societies (P L D 1962 S C 315) a mandamus does not lie for the restoration of any and every kind of office, but only for offices which are either corporate or elective offices or municipal positions. The office of Managing Director in this case which has the disputed contract alone as its basis, is not an office of any of these kinds. It is true that the above cited cases decided by the Supreme Court were all instituted when High Prerogative Writs were there under the provisions of the 1956 Constitution of Pakistan or the Laws (Continuance in Force) Order, 1958. But the principle underlying the grant of a mandamus does not appear to have undergone any change because of the enactment of Article 98 o the present Constitution; rather this Article has made it mot clear that a person cannot invoke it in his aid unless his legal right has been affected or denied by any thing done or proceeding taken not permitted by law. This legal right is created by or under law, but does not include a contractual right which is created by the mutual consent of the contracting parties. In the case of a contract of personal service, as in this case, the general law of master and servant applies, subject to the terms and conditions embodied therein. In the case of the Chairman, E. P. I. D. C. v. Rustom Ali (P L D 1966 S C 848) which was one under Article 98 of the present Constitution, their Lordships of the Supreme Court held that a writ of mandamus was not a proper remedy inasmuch as the office held by the petitioner in that case, was not an office .of a public nature and that the general law of master and servant would govern that case. A contract of personal service, in view of clauses (a) and (b) of section 21 of the Specific Relief Act cannot be specifically enforced. An action for damages is the remedy for the breach of such contract. The view taken by their Lordships of the Supreme Court in this regard in the case of Malik and another v. Muhammad Shamsul Islam (P L D 1961 S C 531) is as follows: ‑ "This appeal should succeed for the simple reason that in the absence of any statutory provision protecting the servant it is not possible in law to grant to him a decree against an unwilling master that he is still his servant. A servant cannot be forced upon his master. The master is always entitled to say that he is prepared to pay damages for breach of contract of service but will not accept the services of the servant. A contract for personal service as will appear from section 21(b) of the Specific Relief Act cannot be specifically enforced. But it is not even necessary to invoke section 21 (b) for such a contract is unenforceable on account of section 21 (a) wherein it is provided that a contract for the non‑performance of which compensation in money is adequate relief cannot be specifically enforced. In a case where there is a contract between a master and a servant the master agreeing to pay the salary and the servant agreeing to render personal service it is obvious that money compensation is full relief, for all that the servant was entitled to under the contract was his salary. A breach of contract can give rise to only two reliefs; damages or specific performance. If specific performance be barred the only relief available is damages. When a master, in breach of his contract. refused to employ the servant the only right that survives to the servant is the right to damages and a decree for damages is the only decree that can be granted to him." The very disputed contract whereunder the petitioner Mr. Fazlul Huq claims rights of personal service on certain terms and conditions provides for termination of the contract by either side and further provides the following remedy in case of termin ation of the contract by the Society "In the event of termination by the Society of this agreement before the expiry of the term or the renewed term the said Mr. A. K. M. Fazlul Huq shall be paid, by way of compen sation, an amount which shall be equivalent to the total amount he would have drawn as salary for the unexpired period of the term or renewed term of service." In this regard, their Lordships of the Supreme Court made the following observations in the case of Karnafully Paper Mills Ltd. v. Workers' Union (P L D 1961 S C 329). "But in the case of private employment, the ordinary rule: of master and servant must be sustained, namely, that without cause assigned the master may dispense with the services of the servant with notice or on payment of salary in lieu of notice. The servant may equally exercise the power of relinquishing his appointment on similar terms. These are mutual and reciprocal promises and there is no principle available in the relevant law which could operate to minimise the effect of the counterpart promises." In the case of Momin Motor Co. v. R. T. A., Dacca (P L D 1962 S C 108) the Writ jurisdiction was sought to be invoked in relation to contractual rights. Their Lordships of the Supreme Court rejected it saying: ‑ "The short answer to this contention is that contractual rights, if any, are not enforceable by recourse to Writ jurisdic tion." For these reasons, we are of the view that the Writ Petition No. 12 of 1967 is not maintainable. Mr. Hamidul Huq Choudhury next submitted that Bengal Co‑operative Societies Act itself having provided an adequate alternative remedy, the Writ Petition No. 12 of the 1967 is not maintainable on that ground as well. In this connection our attention was drawn to sections 86 and 87 and the definition of "dispute" in section 2 (j) of the Act. The term "dispute", as defined in section 2(j), means any matter capable of being the subject of civil litigation, and includes a claim in respect of any sum payable to or by a Co‑operative Society, whether such claim be admitted or not. Section 86 provides that a dispute between a Co‑operative Society and its present or past officer, agent or, servant or its member which touches the business or affairs of' the Society shall be referred to the Registrar. Section 87 then provides: ‑ "87. (1) On receipt of a reference under section 86 the: Registrar, shall, subject to the rules :‑ (a) decide the dispute himself ; or (b) transfer it for disposal to any person authorised by the Provincial Government to exercise the powers of the Registrar in this behalf ; or (c) refer it for disposal to one or more arbitrators to be appointed by the Registrar. (2) Subject to the rules, the Registrar may withdraw any reference transferred or referred under subsection (1) and may deal with it himself in the manner provided in such rules." The dispute between Mr. Fazlul Huq and the Society being a dispute of a civil nature, the alternative remedy provided inter sections 86 and 87 is available to him. Mr. Kamal Hossain, the learned Advocate for the petitioner submitted that Mr. Fazlul~ Huq having a grievance against Mr. P. A. Nazir, the Registrar the remedy provided in the said sections is not an "adequate remedy" within the meaning of Article 98 of the Constitution.1 It is true that Mr. Fazlul Huq has, in his writ petition, accused Mr. P. A. Nazir of mala fide act and conduct, but this was denied, by Mr. P. A. Nazir in the affidavit‑in‑opposition sworn by him. However, it appears from the affidavit‑in‑opposition sworn on' 3‑4‑67 by Mr. A. F. M. Yahya, C. S. P. that he has since been holding the charge of the office of the Registrar. Apart from this, the dispute between the parties can be transferred, under' clause (b) of section 87 (1) for its disposal by some person other than the Registrar. Moreover, the decision made on a dispute is liable to revision by the Provincial Government under section 135 (I) of the Act. A similar objection against alternative remedy was raised in the case of Lahore Central CA‑operative Bank v. Saifullah (P L D 1959 S C 210), but their Lordships of the Supreme Court rejected that objection as unsustainable. The relevant portion of the cited decision runs thus: ‑ "A further ground advanced against the issue of a Writ was that by agreement between the parties any dispute between them relating to the conditions of the employment was to be referred to arbitration under Rule 18 of certain Rules notified in June 1917. By expression, this term was to apply even if Pir Saif Ullah Shah were not holding his office in the Bank when the dispute should arise. The High Court overruled this objection on the ground that the Registrar having already been prejudiced by the report of the Assistant Registrar referred to above, 'it would be inequitable to refer the dispute to him, in the face of certain knowledge that he is satisfied in his mind as to the guilt of the petitioner'. But under Rule 18, the Registrar is empowered to refer the dispute to arbitration by some other person, and the objection is therefore, unsustain able." Thus, the availability of an adequate alternative remedy under the Act is yet another ground for which the writ petition of Mr. Fazlul Huq is not maintainable. In this connection, we would like to observe that the Registrar of Co‑operative Societies being invested with power to exercise control over the Soceity and to adjudicate disputes between the Soceity and others, it does not seem desirable that, the Registrar should function also as Chairman of the Society. The holding of both the offices of Registrar and Chairman of the Society by the same person may give rise to an embarrassing situation. As regards the maintainability of Mr. Zeaul Huq's Writ Petition No. 10 of 1967, her. Hamidul Huq Choudhury submitted that this petitioner has no locus standi to maintain a petition under Article 98 of the Constitution inasmuch as the petition does not disclose the injury, if any, suffered by him. In his Writ petition, Mr. Zeaul Huq has called in question the legality of the Fourth Annual General Meeting of the Society held on 30‑11‑66 and that of the resolution adopted at that meeting. Admittedly, Mr. Zeaul Huq as a share‑holder of tire Society, attended the said Annual General Meeting. If there was any irregularity in convening that meeting or if the adoption of a resolution at that meeting concerning Mr. Fazlul Huq was unauthorised as alleged by him in his Writ Petition, he was in a position to raise these points in course of the proceeding of that meeting. Mr. Zeaul Huq's cause of. action for invoking the Writ jurisdiction of this Court, as stated in paragraph 20 of his Writ Petition, is as follows :‑ "

20. That your petitioner is a member and share‑holder of the Society and as such is entitled in law to restrain the respondent No. 1 from acting illegally and in disregard of its constitution, as otherwise he as a share‑holder will suffer loss and injury. The alleged right of Mr. Zeaul Huq as a share‑holder to restrain the Society from acting contrary to law appears to be a theoretical one, but the impugned resolution of the Fourth Annual General Meeting which does not concern him at all, cannot be said to have caused any injury to him personally. Even otherwise, Mr. Zeaul Huq as a member of the Society appears to have an alternative remedy provided in sections 86 and 87 of the Act. Hence, his Writ Petition as well is equally non‑maintainable. As both the Writ Petitions have been found to be non‑main tainable, we feel that we should not express any opinion on the other points raised in this case by either side, because any expression of opinion by us on those points may, in the event of the petitioner's seeking an alternative remedy, prejudice one party or the other. In the result, we discharge both the Rules, but leave the parties to bear their own costs. MAKSUM‑UL‑HAKIM, J.‑I agree. Rules discharged.