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Sunday, July 26, 2015

whether the respondent is guilty under Section 7 of the Essential Commodities Act, it is necessary to decide whether he can be said to be a dealer within the meaning of clause 3 of the Order. A dealer has been defined by clause 2(a) and that definition we have already noticed. The said definition shows that before a person can be said to be a dealer it must be shown that he carries on business of purchase or sale or storage for sale of any of the commodities specified in the Schedule, and that the sale must be in quantity of 100 mds. or more at any one time. It would be noticed that the requirement is not that the person should merely sell, purchase or store the foodgrains in question, but that he must be carrying on the business of such purchase, sale, or storage; and the concept of business in the context must necessarily postulate continuity of transactions. It is not a single, casual or solitary transaction of sale, purchase or storage that would make a person a dealer. It is only where it is shown that there is a sort of continuity of one or the other of the said transactions that the requirements as to business postulated by the definition would be satisfied. If this element of the definition is ignored, it would be rendering the use of the word “business” redundant and meaningless. It has been fairly conceded before us by Mr. Khanna that the requirement that the transaction must be of 100 mds. or more at any one time governs all classes of dealings with the commodities specified in the definition. Whether it is a purchase or sale or storage at any one time it must be of 100 mds. or more. In other words, there is no dispute before us that retail transactions of less than 100 mds. of the prescribed commodities are outside the purview of the definition of a dealer.” 20. Reference may also be made to the decision of this Court in Barendra Prasad Ray and Ors. vs. Income Tax Officer ‘A’ Ward, Foreign Section and Ors. (1981) 2 SCC 693 where this Court interpreted the word “business” and held that the same was an expression of wide import and means an activity carried on continuously and systematically by a person by the application of his labour or skill with a view to earning profit. In B.R. Enterprises etc. vs. State of U.P. and Ors. etc. (1999) 9 SCC 700 this Court held that business is a term wider than trade. It includes almost anything which is an occupation as distinguished from pleasure. The term must, however, be construed according to its context. To the same effect are the decisions of this Court in Mahesh Chandra vs. Regional Manager U.P. Financial Corporation and Ors. (1993) 2 SCC 279, and S. Mohan Lal vs. R. Kondiah (1979) 2 SCC 616. 21. Suffice it to say that while the expression “business” is of a very wide import and means any activity that is continuous and systematic, perceptions about what would constitute business may vary from public to private sector or from industrial financing to commercial banking sectors. What is certain is that any activity in order to constitute business must be systematic and continuous. A single transaction in the circumstances like the one in the case at hand would not constitute business for both the parties to the transaction. At any rate, the legislature having used the expression “business transactions” has left no manner of doubt that it is not just a solitary transaction between a society, on the one hand, and a third party, on the other, which would bring any dispute arising out of any such transaction within the purview of Section 64(1)(c). The dispute must be between parties who have had a series of transactions, each one constituting a business transaction in order that the provisions of Section 64 are attracted and a dispute arising out of any such transaction brought within its purview. 22. The argument that the plural used in the expression “business transactions” must include the singular in view of the provisions of Section 5(b) of the M.P. General Clauses Act has not impressed us. We say so because Section 5 of the M.P. General Clauses Act, 1957 like Section 13 of the Central General Clauses Act postulates singular to include the plural and vice-versa only if no different intention appears from the context. That intention, in the case at hand, appears to be evident not only from the scheme of the Act but also from the context in which the expression “business transactions” has been used. The purpose and the intent underlying the provision appears to be to bring only such disputes under the purview of Section 64 as are disputes arising out of what is business for both the sides and comprise multiple transactions. Decisions of this Court in Newspapers Ltd. vs. State Industrial Tribunal, U.P. and Ors. (AIR 1957 SC 532) and M/s. Dhandhania Kedia & Co. vs. The Commissioner of Income Tax (AIR 1959 SC 219) have settled the legal position and declared that the principle underlying Section 13 of the General Clauses Act regarding singular including the plural and vice versa does not have universal application and that the principle can apply only when no contrary intention is deducible from the scheme or the language used in the statute. 23. In the case at hand, that there was a single transaction whereunder the respondents-sellers had agreed to sell to the appellant-society a parcel of land to the society, for use by the society in terms of the objects for which it is established. It may, in that sense, be a transaction that touches the business of the appellant-society but it is common ground that the respondents were not in the business of selling land as a commercial or business activity for it is nobody’s case that the respondents were property dealers or had a land bank and were, as a systematic activity, selling land to make money. If the respondents were agriculturists who had agreed to sell agricultural land to the appellant- company, the transaction was, from their point of view, not a “business transaction”. For ought we know that transaction may have been prompted by family necessity, poverty or some such other compulsion. Such a transaction without any business element in the same could not constitute a “business transaction” leave alone “business transactions” within the meaning of Section 64(1)(c). 24. For the reasons stated above Question No.2 is to be answered in the negative. 25. In the result this appeal fails and is hereby dismissed, but in the circumstances leaving the parties to bear their own costs.


                                             REPORTABLE
                        IN THE SUPREME COURT OF INDIA
                        CIVIL APPELLATE JURISDICTION
                        CIVIL APPEAL NO.5704 OF 2015
                  (Arising out of SLP (C) No.36497of 2012)


Bhanushali Housing Cooperative Society Ltd.  …Appellant

Vs.
Mangilal & Ors.                                   …Respondents




                               J U D G M E N T
T.S. THAKUR, J.
      Leave granted.
1.    The short question that arises for consideration in  this  appeal,  by
special leave, is whether a dispute arising out of a contract for  sale  and
purchase of immovable property owned by  the  respondents  was  amenable  to
adjudication under Section 64 of the M.P. Cooperative Societies  Act,  1960.
By his order dated 1st  March,  2004,  the  Deputy  Registrar,  Co-operative
Societies, Ujjain, before whom  the  proceedings  were  initiated,  answered
that question in the affirmative and decreed  specific  performance  of  the
contract entered into between the parties.  A first appeal preferred by  the
sellers (respondents-herein) before the Joint Registrar  Ujjain  failed  and
was dismissed by his order dated 7th August, 2009.  Aggrieved  by  the  said
two orders, the respondents preferred a second appeal before the M.P.  State
Co-operative Tribunal, Bhopal who allowed the same and set aside the  orders
passed by the Deputy Registrar  and  that  passed  by  the  Joint  Registrar
holding that the dispute raised by the purchaser-society could not  be  made
the subject matter of proceeding under Section 64 of  the  M.P.  Cooperative
Societies  Act,  1960.   The  purchaser-society  then  filed  writ  petition
No.15195 of 2011 which was heard and dismissed by a Division  Bench  of  the
High Court of Madhya Pradesh. The High Court concurred with the  view  taken
by the Tribunal that a dispute  arising  out  of  a  contract  of  sale  and
purchase of immovable property was beyond the purview of Section 64  of  the
Act.  The present appeal calls in the question the correctness of  the  said
judgments and orders.
2.    Section 64 of the M.P. Cooperative Societies Act, 1960, may,  at  this
stage, be extracted in extenso :
“64. Disputes: - (1) Notwithstanding anything contained  in  any  other  law
for the time  being  in  force,  [any  dispute  touching  the  constitution,
management or business, or the liquidation of a society  shall  be  referred
to the Registrar] by any of the  parties  to  the  dispute  if  the  parties
thereto are among the following:-

(a) a society, its committee,  any  past  committee,  any  past  or  present
officer, any past or present  agent,  any  past  or  present  servant  or  a
nominee, heirs or legal representatives of any deceased  agent  or  deceased
servant of the society, or the liquidator of the society;

(b) a member, past member or  a  person  claiming  through  a  member,  past
member or deceased member of a society or of a society which is a member  of
the society;

(c) a person other than a member of the society who has been granted a  loan
by the society or with whom the society has  or  had  business  transactions
and any person claiming through such a person.

(d) a surety of a member, past member of deceased member or a  person  other
than a member who has been granted a loan by the  society,  whether  such  a
surety is or is not a member of the society.

(e) any other society or the liquidator of such a society; and

(f) a creditor of a society.

(2) For the purpose of sub-section (1), a dispute shall include –

(i) a claim by a society for any debt or demand due to  it  from  a  member,
past member or the nominee, heir  or  legal  representative  of  a  deceased
member, whether such debt or demand be admitted or not;

(ii) a claim by a surety against the principal debtor where the society  has
recovered from the surety any amount in respect of any debt  or  demand  due
to it from the principal debtor as a result of the default of the  principal
debtor, whether such debt or demand be admitted or not;

(iii) a claim by a society for any loss caused  to  it  by  a  member,  past
member or deceased member, any officer, past officer  or  deceased  officer,
any agent, past agent or deceased agent, or any  servant,  past  servant  or
deceased servant or its committee, past or present,  whether  such  loss  be
admitted or not;

(iv) a question regarding rights, etc., including tenancy rights  between  a
housing society and its tenants or members; and

(v) any dispute arising in connection with the election of  any  officer  of
the society or of composite society;

Provided that the Registrar shall  not  entertain  any  dispute  under  this
clause during the period commencing from the announcement  of  the  election
programmed till the declaration of the results.

(3) If any question arising whether a dispute referred to the  Registrar  is
a dispute, the decision thereon of the Registrar shall be  final  and  shall
not be called in question in any court.”

3.    A careful reading of the above would show that for  a  dispute  to  be
brought within the purview of Section 64 two essential requirements must  be
satisfied  viz.  (i)  that  the  dispute  must  “touch   the   constitution,
management or business of the society or must relate to the  liquidation  of
the co-operative society;”  and  (ii)  that  the  dispute  must  be  between
parties referred to in clauses ‘a to f’ of Section  64(1)  (supra).   It  is
only when the twin requirements are in the  facts  and  circumstances  of  a
given case  satisfied  that  a  dispute  can  be  said  to  be  amenable  to
adjudication under Section 64. Failure of any one of  the  two  requirements
would take the dispute beyond the said provision.
4.    In the case at  hand  the  dispute  raised  by  the  appellant-society
before  the  Deputy  Registrar  related  to  the  alleged  refusal  of   the
respondent to complete the sale transaction in terms  of  the  agreement  to
sell  executed  between  the  respondents  and/or   their   predecessors-in-
interest, on the one hand, and  the  appellant-society  on  the  other.  The
nature  of  the  dispute,  therefore,  did   not   obliviously   touch   the
constitution and  management  of  the  society  nor  did  the  dispute  have
anything to do with the liquidation of the  society.   Whether  or  not  the
dispute sought to be raised was a dispute  “touching  the  business  of  the
society” is in that view one of the questions that needs to be examined.
5.    As regards the second  requirement  viz.  that  the  dispute  must  be
between the persons referred in clauses ‘a’ to ‘f’  of  Section  64  of  the
Act, it is common ground that the respondents-sellers were  not  members  of
the society nor do they fall under anyone of the clauses ‘a’,  ‘b’,  ’d’  or
‘f’ enumerated under Section 64 (1).  This would mean that  the  respondents
must answer the description of persons mentioned in clause  (c)  to  Section
64(1) of the Act.  The Tribunal as also the High Court have taken  the  view
that the respondents do not  answer   the  description  of  parties  falling
under Section 64 (1)(c). That is because the appellant-society  had  neither
granted  any loan  to  the  respondents or  any one of  them  nor  did   the
respondents   have  any  “business  transactions”  with  the  society.   The
Tribunal  and  the  High  Court  have  interpreted   the   words   “business
transactions” to mean a  series  of  transactions  in  connection  with  the
business of the  society.   The  expression  did  not,  according  to  them,
postulate a single contract for sale or purchase  of  the  property  between
the society and a third party.
6.    Two distinct questions  that  need  to  be  answered  by  this  Court,
therefore, are:
whether the dispute in  the  case  at  hand  touches  the  business  of  the
appellant-society? and
whether the dispute sought to  be  raised  arising  as  it  is  out  of  the
execution of a contract for sale of property by the respondent in favour  of
the  appellant-society  constitutes  “business  transactions”   within   the
meaning of              Section 64 (1)(c)?

Re: Question No.1:
7.    The expression “business of the society” has not been defined  in  the
Act or elsewhere. The  expression  has  fallen  for  interpretation  of  the
courts in  the  country  with  commendable  frequency.  Pronouncements  from
different High Courts have even led to a cleavage in judicial opinion as  to
the true meaning and scope  of  that  expression  appearing  as  it  was  in
Section  43(1)  of  the  co-operative  Societies  Act,  1912  and  later  in
analogous provisions  made  in  different  State  enactments.  One  line  of
decision takes a liberal view of the expression “business  of  the  Society”
while the other prefers a narrower interpretation. Both these  were  noticed
by this Court in Deccan Merchants Co-operative Bank Ltd. vs. M/s.  Dalichand
Jugraj Jain and Ors. (AIR 1969 SC 1320).  An  elaborate  discussion  on  the
subject led this  Court  to  declare  that  the  legislature  had  used  the
expression “business of the society” in a narrower sense  and  approved  the
view taken by the High Courts of Madras, Bombay and  Kerala  in  preferences
to that taken by the High Courts of Madhya Pradesh and Nagpur. While  saying
so, this Court enumerated five kinds of disputes  mentioned  in  Section  91
(1) of the Maharashtra Co-operative Societies Act and observed:
“The question arises whether the dispute touching the assets  of  a  society
would be a dispute touching the business of a society. This would depend  on
the nature  of  the  society  and  the  rules  and  bye-laws  governing  it.
Ordinarily, if a society owns buildings and  lets  out  parts  of  buildings
which it does not require for  its  own  purpose  it  cannot  be  said  that
letting out of those parts is a part of the business of the society. But  it
may be that it is the business of a society to construct and buy houses  and
let them out to its members. In that case letting out property may  be  part
of its business. In this case,  the  society  is  a  co-operative  bank  and
ordinarily a co-operative bank cannot be said  to  be  engaged  in  business
when it lets out properties owned by it. Therefore, it seems to us that  the
present dispute between a tenant and  a member of the bank  in  a  building,
which has subsequently been acquired by the bank cannot  be  said  to  be  a
dispute touching the business of the bank, and the  appeal  should  fail  on
this short ground.
xxx                    xxx                   xxx
While we agree that the nature of business  which  a  society  does  can  be
ascertained from the objects of the society, it is  difficult  to  subscribe
to the  proposition  that  whatever  the  society  does  or  is  necessarily
required to do for the purpose of carrying out its objects can  be  said  to
be part of its business. We, however, agree  that  the  word  ‘touching’  is
very wide and would include any matter which  relates  to  or  concerns  the
business of a society, but  we  are  doubtful  whether  the  word  ‘affects’
should also be used in defining the scope of the word ‘touching’. ”



8.    Dealing in particular with the question  whether  a  dispute  touching
the assets of the society would be a dispute touching the  business  of  the
society, this Court observed:

“18 .xxxxx             xxxxx                 xxxxx

…... Ordinarily,  if  a  society  owns  buildings  and  lets  out  parts  of
buildings which it does not require for its own purpose it  cannot  be  said
that letting out of those parts is a part of the business  of  the  society.
But it may be that it is the business of a  society  to  construct  and  buy
houses and let them out to its members. In that case  letting  out  property
may be part of its business....”


9.    The  question  was  once  again  considered  by  this  Court  in  O.N.
Bhatnagar vs. Smt. Rukibai Narsindas & Ors. (1982)  2  SCC  244  where  this
Court referred to  the  decision  in  Deccan  Merchant’s  case  (supra)  and
observed:
“Thus, the Court adopted the narrower meaning given to the  word  “business”
as expressed by the Madras, Bombay and Kerala High Courts in  preference  to
the wide meaning given  by  the  Madhya  Pradesh  and  Nagpur  High  Courts.
According to the view taken in Deccan Merchants Cooperative  Bank  case  the
word “business” in the context means “any trading  or  commercial  or  other
similar business activity of  the  Society”.  It  was  held  that  the  word
“business” in Section 91(1) of the Act has been used  in  a  narrower  sense
and that it means the actual trading, commercial or other  similar  business
activity of the Society which the Society is authorised to enter into  under
the Act and the Rules and its bye-laws.”


10.   On the facts of the case before it, this  Court  in  Bhatnagar’s  case
(supra) held that the act of initiating proceedings for removing an  act  of
trespass by a stranger from a flat allotted to one of its members could  not
but be a part of its business.  This Court held that  it  was  as  much  the
concern of the society formed  with  the  object  of  providing  residential
accommodation to its members, which was normally its business, as it was  of
the members to ensure that the flats are in occupation  of  its  members  in
accordance with the bye laws framed by it, rather than the occupation  of  a
person who had no subsisting reason to be in such occupation.  The  decision
in Deccan Merchant’s case (supra) was on facts held  to  be  distinguishable
and resort to  proceedings  under  Section  64  of  the  Act,  held  legally
permissible.
11.   Reference may also be made to the decision of this Court  in  The  Co-
operative  Central  Bank  Ltd.  and  Ors.  vs.  The  Additional   Industrial
Tribunal, Andhra Pradesh and Ors. (1969) 2 SCC 43, wherein the question  was
whether the expression business of the society appearing in  Section  61  of
the Andhra Pradesh Co-operative Societies Act, 1964  covered  a  dispute  in
respect of alteration of the conditions of service of  an  employee  of  the
society. The tribunal and the High Court had in that  case  taken  the  view
that such a dispute fell outside the purview  of  Section  61  of  the  Act.
Affirming that view this Court observed:
“In that case [Deccan Merchants case], this Court had to  interpret  section
91 of the Maharashtra Co-operative Societies Act, 1960. [Maharashtra Act  32
of 1961], the dispute related to alteration of a  number  of  conditions  of
service of the workmen which relief could only be granted by  an  Industrial
Tribunal dealing with an industrial dispute.
xxx              xxx                   xxx
….. Since the  word  “business”  is  equated  with  the  actual  trading  or
commercial or other similar business activity of the society, and  since  it
has been held that it would be difficult to  subscribe  to  the  proposition
that whatever the society does or is necessarily  required  to  do  for  the
purpose of carrying out its objects, such as laying down the  conditions  of
service of its employees, can be said to be  a  part  of  its  business,  it
would appear that a  dispute  relating  to  conditions  of  Service  of  the
workmen employed by the society cannot be held to be a dispute touching  the
business of the society.”
                              (emphasis supplied)

12.   In the case at hand the objects of the appellant-society as set out
in the Articles of Association are as under:
“Objective  of  this  society  would  be  to  make   arrangement   for   the
construction of building, to purchase, sale,  take  on  rent  or  rent  out,
prepare land for construction of building and to  make  arrangement  related
to social, educational and entertainment to its  members  and  it  would  be
complete right to this  society  to  carry  out  such  work  which  will  be
necessary and proper in its opinion. These rights shall mean and include  to
purchase land, take land on lease, sale,  exchange,  mortgage,  let  out  on
lease, sub-lease, to give resignation, or to accept resignation  and  to  do
all other relative work and to sell the building  on  instalment  on  proper
and  necessary  restrictions,  to  give  loan  or  guarantee  of  loan   for
facilitating construction of building, to make repairing, and  will  include
other rights to carry out work related to it.”


13.   Purchase of land for being used in the manner set out in  the  objects
extracted above is, therefore, one of the facets of the  business  that  the
society undertakes.  Such purchase is  directly  linked  to  the  object  of
developing the acquired land for allotment of house sites to the members  of
the society. There is, therefore, a  clear  and  discernible  nexus  between
acquisition/purchase of land and the object of providing house sites to  the
members which under the circumstances happens to be  the  main  business  of
the society. It is not a case where the facts giving  rise  to  the  dispute
are not relatable to the  objects  of  the  society  or  where  the  connect
between the facts constituting the dispute and the objects  of  the  society
is remote or their interplay remarkably tenuous or peripheral,  as  was  the
position  in  Co-operative  Central  Bank  Ltd.’s  case  (supra)   involving
alteration of the conditions of service of the employees of the society.  We
have in that view no hesitation in holding that the dispute arising  out  of
the purchase of the land owned by the respondents was, in the instant  case,
a dispute touching the business of the appellant-society.  Question No.1  is
answered accordingly.

Re: Question No.2:
14.   The second essential requirement for a  dispute  to  fall  within  the
purview of Section 64 is that the parties  to  the  dispute  must  be  those
enumerated in sub-clauses ‘a to f’ under Section 64 of the Act.  Clause  (a)
of Section 64(1) envisages disputes between a society,  its  committee,  any
past committee, any past or present officer, any past or present agent,  any
past or present servant or a nominee, heirs or legal representatives of  any
deceased agent or deceased servant of the society, or the liquidator of  the
society.  This clause has obviously no  application  to  the  facts  of  the
present case. That is true even about  clause  ‘b’  whereunder  the  dispute
between a member, past member or a person claiming through  a  member,  past
member or deceased member of a society or of a society which is a member  of
the society is brought within the purview of Section 64. We shall  presently
deal with clause ‘c’ to Section 64 (1) upon which counsel for the appellant-
society placed reliance but before we  may  do  so  we  may  deal  with  the
application of clauses (d), (e) and (f).   Clause  (d)  of  Section  64  (1)
envisages disputes involving a surety  of  a  member,  past  member  of  the
society, member or a person other than a member who  was  appointed  by  the
society; whether or not such a society is a member of the society.  So  also
clauses (e) and (f) do not have any application to the case at hand  as  the
same deal with disputes between any other society, the liquidator of such  a
society or creditor of a society.
15.   That leaves us with clause (c) of Section  64  (1),  which  postulates
disputes between non-members to whom loans are granted by  the  society  and
the society or disputes between the society or a non-member  with  whom  the
society has or had “business transactions”  or  any  person  claiming  under
such a society.
16.   It was argued on behalf of  the  appellant-society  that  the  dispute
between society, on the one hand, and the respondent, on the other,  arising
out of the contract for sale and purchase of immovable property  fell  under
this clause inasmuch as the society was a party to the dispute  arising  out
of a  transaction  that  constitutes  a  business  transaction  between  the
society and the respondent non-members. The fact that  the  dispute  related
to a single transaction did not, according to the learned  counsel  for  the
appellant, make any material difference having regard to the  provisions  of
Section 5 of the M.P. General Clauses Act,  1957.  That  provision,  it  was
argued, made it clear that words in singular shall include the  plural,  and
vice-a-versa. This implied that a single  business  transaction  could  also
bring the dispute arising out of any such transaction within the purview  of
Section 64.
17.   On behalf of the respondents, it was contended that  Section  64(1)(c)
had  no  application  to  the  case  at  hand  not  only  because  a  single
transaction did not constitute business but  also  because  the  legislature
had deliberately used the expression  “business  transactions”  to  make  it
clear that it is only a series of transactions that would bring the  dispute
arising out of such transactions within the  purview  of  Section  64.   The
scheme underlying Chapter VII of the Act that  provides  for  settlement  of
disputes  clearly  suggests  that  it  is  only  when  there  are   multiple
transactions which can be described  as  “business  transactions”  that  any
dispute arising out of such transactions would come within  the  purview  of
Section 64. In the light of  such  legislative  intent,  the  provisions  of
General Clauses Act, could not be called in aid by the appellant-society.
18.   What is the  true  scope  and  meaning  of  the  expression  “business
transactions” appearing in clause (c) of Section 64(1) of the  Act  is  what
falls for our consideration. That expression has not  been  defined  in  the
Act or elsewhere.  Advanced Law Lexicon (3rd Edition, 2005) by P.  Ramanatha
Aiyar describes the expression “Business transaction” as under:
“Business transaction is a generic expression used in the sense that  it  is
a transaction which a businessman, in a  commercial  business,  would  enter
into.”

19.   The above meaning ascribed to the expression is fairly accurate  hence
acceptable. All that may be added is that in order that  a  transaction  may
be treated as “business transaction”, it must be a transaction that  answers
the above description from the stand  point  of  both  the  parties  to  the
transaction. It cannot be a business transaction from the standpoint of  one
party to the transaction and something else  from  the  other.  It  must  be
business bilaterally. So viewed a  single  transaction  where  an  owner  of
immovable property agrees to sell his land to  a  society  may  or  may  not
constitute a business transaction, depending upon whether the seller  is  in
the business of selling property for profit. If the seller  is  not  in  any
such business, the transaction from his stand point will not be  a  business
transaction  no  matter,  from  the  point  of  view  of  the  society   the
transaction may be a business transaction because  the  society  is  in  the
business of buying land and developing it for the benefit of its members.  A
transaction of sale of property would  in  such  a  case  fall  outside  the
expression “business transaction”. A somewhat  similar  view  was  taken  by
this Court in Manipur Administration vs. M. Nila Chandra Singh (AIR 1964  SC
1533). This Court was in that case dealing with the  provisions  of  Manipur
Foodgrains Dealers Licensing Orders 1958. The question was whether a  single
transaction of sale, purchase or storage of food grains was enough  to  make
the person concerned a dealer and whether  any  such  act  would  constitute
business. Repelling the contention that  a  single  transaction  would  also
constitute “business”, this Court observed:
“In dealing with the question as to whether the respondent is  guilty  under
Section 7 of the Essential  Commodities  Act,  it  is  necessary  to  decide
whether he can be said to be a dealer within the meaning of clause 3 of  the
Order. A dealer has been defined by clause 2(a) and that definition we  have
already noticed. The said definition shows that before a person can be  said
to be a dealer it must be shown that he carries on business of  purchase  or
sale or storage for  sale  of  any  of  the  commodities  specified  in  the
Schedule, and that the sale must be in quantity of 100 mds. or more  at  any
one time. It would be noticed that the requirement is not  that  the  person
should merely sell, purchase or store the foodgrains in question,  but  that
he must be carrying on the business of such purchase, sale, or storage;  and
the  concept  of  business  in  the  context  must   necessarily   postulate
continuity  of  transactions.  It  is  not  a  single,  casual  or  solitary
transaction of sale, purchase or storage that would make a person a  dealer.
It is only where it is shown that there is a sort of continuity  of  one  or
the other of the said transactions that  the  requirements  as  to  business
postulated by the definition would be satisfied.  If  this  element  of  the
definition is ignored, it would be rendering the use of the word  “business”
redundant and meaningless. It has been fairly  conceded  before  us  by  Mr.
Khanna that the requirement that the transaction must  be  of  100  mds.  or
more at any one time governs all classes of dealings  with  the  commodities
specified in the definition. Whether it is a purchase or sale or storage  at
any one time it must be of 100 mds. or more. In other  words,  there  is  no
dispute before us that retail transactions of less  than  100  mds.  of  the
prescribed commodities are outside  the  purview  of  the  definition  of  a
dealer.”


20.   Reference may also be made to the decision of this Court  in  Barendra
Prasad Ray and Ors. vs. Income Tax Officer ‘A’  Ward,  Foreign  Section  and
Ors. (1981) 2 SCC 693  where this Court interpreted the word “business”  and
held that the same was an expression of wide import and  means  an  activity
carried on continuously and systematically by a person  by  the  application
of his labour or skill with a view to earning profit.  In  B.R.  Enterprises
etc. vs. State of U.P. and Ors. etc. (1999) 9 SCC 700 this Court  held  that
business is a term wider than trade. It includes almost  anything  which  is
an occupation as distinguished from pleasure. The  term  must,  however,  be
construed according to its context. To the same effect are the decisions  of
this  Court  in  Mahesh  Chandra  vs.  Regional   Manager   U.P.   Financial
Corporation and Ors. (1993) 2 SCC 279, and  S.  Mohan  Lal  vs.  R.  Kondiah
(1979) 2 SCC 616.

21.   Suffice it to say that while the expression “business” is  of  a  very
wide import and means  any  activity  that  is  continuous  and  systematic,
perceptions about what would constitute business may  vary  from  public  to
private sector or from industrial financing to commercial  banking  sectors.
What is certain is that any activity in order to  constitute  business  must
be systematic and continuous. A  single  transaction  in  the  circumstances
like the one in the case at hand would not constitute business for both  the
parties to the transaction.  At any rate, the legislature  having  used  the
expression “business transactions” has left no manner of doubt  that  it  is
not just a solitary transaction between a society, on the one  hand,  and  a
third party, on the other, which would bring any dispute arising out of  any
such transaction within the purview of Section 64(1)(c).  The  dispute  must
be between  parties  who  have  had  a  series  of  transactions,  each  one
constituting a business transaction in order that the provisions of  Section
64 are attracted and a dispute arising out of any such  transaction  brought
within its purview.

22.   The  argument  that  the  plural  used  in  the  expression  “business
transactions” must include  the  singular  in  view  of  the  provisions  of
Section 5(b) of the M.P. General Clauses Act has not impressed  us.  We  say
so because Section 5 of the M.P. General Clauses Act, 1957 like  Section  13
of the Central General  Clauses  Act  postulates  singular  to  include  the
plural and vice-versa only  if  no  different  intention  appears  from  the
context. That intention, in the case at hand,  appears  to  be  evident  not
only from the scheme of the Act but also  from  the  context  in  which  the
expression “business transactions”  has  been  used.  The  purpose  and  the
intent underlying the provision appears to be to bring  only  such  disputes
under the purview of Section 64 as are  disputes  arising  out  of  what  is
business for both the sides and comprise  multiple  transactions.  Decisions
of this Court in Newspapers Ltd. vs. State  Industrial  Tribunal,  U.P.  and
Ors. (AIR 1957 SC 532) and M/s. Dhandhania Kedia & Co. vs. The  Commissioner
of Income Tax (AIR  1959  SC  219)  have  settled  the  legal  position  and
declared that the principle underlying Section 13  of  the  General  Clauses
Act regarding singular including the plural and vice  versa  does  not  have
universal application  and  that  the  principle  can  apply  only  when  no
contrary intention is deducible from the scheme or the language used in  the
statute.
23.   In the case at hand, that there was a  single  transaction  whereunder
the respondents-sellers had  agreed  to  sell  to  the  appellant-society  a
parcel of land to the society, for use  by  the  society  in  terms  of  the
objects  for  which  it  is  established.  It  may,  in  that  sense,  be  a
transaction that touches the business of the  appellant-society  but  it  is
common ground that the respondents were not in the business of selling  land
as a commercial or business activity  for  it  is  nobody’s  case  that  the
respondents were property dealers  or  had  a  land  bank  and  were,  as  a
systematic activity, selling land to make money.  If  the  respondents  were
agriculturists who had agreed to sell agricultural land  to  the  appellant-
company, the transaction was, from their point  of  view,  not  a  “business
transaction”. For ought we know that transaction may have been  prompted  by
family necessity, poverty or some such other compulsion. Such a  transaction
without any business element in the same could not  constitute  a  “business
transaction” leave alone  “business  transactions”  within  the  meaning  of
Section 64(1)(c).
24.   For the reasons stated above Question No.2 is to be  answered  in  the
negative.

25.   In the result this appeal fails and is hereby dismissed,  but  in  the
circumstances leaving the parties to bear their own costs.





                                                      ……………………………………….…..…J.
                                                               (T.S. THAKUR)






                                                      ……………………………………….…..…J.
                                                              (R.K. AGRAWAL)



                                                      ……………………………………….…..…J.
                                                              (R. BANUMATHI)
New Delhi;
July 24, 2015

ITEM NO.1C-For Judgment       COURT NO.2           SECTION IVA

               S U P R E M E  C O U R T  O F  I N D I A
                       RECORD OF PROCEEDINGS

C.A. No.5704/2015 @ Petition(s) for Special Leave to Appeal (C)  No(s).
36497/2012

BHANUSHALI HSG. COOP. SOCIETY LTD.               Appellant(s)

                                VERSUS

MANGILAL & ORS.                                 Respondent(s)

With

Conmt. Pet. © No. 96/2015 in SLP (C) No. 36497/2012

Date : 24/07/2015 These matters were called on for pronouncement of
JUDGMENT today.

For Petitioner(s)
                     Ms. Pragati Neekhra,Adv.
                        Mr. Karanveer Jindal, Adv.

For Respondent(s)       Mr. N.K. Mody, Sr. Adv.
                     Mr. A. Venayagam Balan,Adv.


   C.A. No.5704/2015 @ SLP (C) No(s). 36497/2012

            Hon'ble Mr. Justice T.S. Thakur pronounced the judgment  of  the
Bench comprising His Lordship, Hon'ble Mr. Justice R.K. Agarwal and  Hon'ble
Mrs. Justice R. Banumathi.
            Leave granted.
            The appeal is  dismissed  in  terms  of  the  Signed  Reportable
Judgment.
Conmt. Pet. © No. 96/2015 in SLP (C) No. 36497/2012

            In view of our judgment delivered in the appeal  today,  we  see
no reason to keep these proceedings on our board.  The contempt petition  is
accordingly dismissed.


      (VINOD KR.JHA)                         (VEENA KHERA)
       COURT MASTER                                COURT MASTER

          (Signed Reportable judgment is placed on the file)

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