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19. According to Mr. Pai, Section 45 stands apart from preceding Sections such as Sections 43 and 44, ones that deal with borrowings and loans. Section 45 has a direct bridge to Section 79A. The former makes mandatory any directives issued under the latter. The 2009 Directive being a directive under Section 79A, it becomes 13th July 2016 M/S. Maya Developers v Neelam R. Thakkar & Ors. NMSL834-2105-MAYA DEVELOPERS.DOC mandatory and assumes a binding character because of the provisions of Section 45. No longer can it be said, Mr. Pai says, that the 2009 Directive is merely advisory or in the form of recommendations. Therefore, he argues, that when the 2009 Directive issued under Section 79A sets out binding conditions regarding re-development, and these become mandatory because of Section 45, then all work of re-development is, a fortiori, 'the business of the society' for the purposes of Section 91.

45. It does not reference Section 79A at all. A non-member governed or affected by any directive under Section 79A is not included in Section 91(1)(c). The purpose and ambit of Section 79A and Section 45 are entirely distinct. They operate in different fields. Section 79A is a broad-based State power to be used in the public interest. The wording of that Section is an important clue as to its purpose and ambit. Any direction under that Section -- and the direction may or may not be a 'restriction' -- is for the avowed purposes (1) of securing proper implementation of co-operative production and other development programmes approved or 13th July 2016 M/S. Maya Developers v Neelam R. Thakkar & Ors. NMSL834-2105-MAYA DEVELOPERS.DOC undertaken by Government; or (2) of securing the proper management of the business of the society generally; or (3) for preventing the affairs of the society being conducted in a manner detrimental to the interests of the members, or of the depositors or the creditors thereof. This is generally worded, and the 2009 Directive, as we shall see, falls squarely within the third of these.

22. I believe Mr. Kapadia is correct in saying that the restriction in Section 45 must be specifically under that Section. What Mr. Pai attempts is to drag a directive issued under Section 79A into Section 45 by some process of a deeming fiction. This, Mr. Kapadia submits, and I think correctly, is impermissible. Had the Government wanted 13th July 2016 M/S. Maya Developers v Neelam R. Thakkar & Ors. NMSL834-2105-MAYA DEVELOPERS.DOC to impose the 2009 Directive as a transactional 'restriction' under Section 45, nothing prevented it from doing so. It chose not to. It chose the Section 79A route. It is not open to a Court, he says, again correctly, to reverse course or change tack and to do that which the State Government expressly did not.

29. Mr. Pai's submission is that, by necessary implication, Section 79A and all directives issued under it, must be imported into Section 91(1)(c), even though that section references only Sections 43, 44 and 45 but not Section 79A. What Mr. Pai says is this: in short, no matter what section is invoked to impose a restriction, if it pertains to an outsider it must mean a restriction under Section 45, whether the restriction mentions it or not, and whether Section 91(1)(c) mentions it or not. Thus, it is irrelevant that the 2009 Directive was issued under Section 79A. It must be treated as one under Section 45, and must, therefore, be imported into Section 91.