BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD.versusMANGILAL & ORS.

                      [2015] 7 S.C.R. 689


  BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD.                      A
                                v.
                      MANGILAL & ORS.
                (Civil Appeal No. 5704 of2015)
                                                                   B
                         JULY 24, 2015
           [T. S. THAKUR, R. K. AGRAWAL AND
                     R. BANUMATHI, JJ.)
        Madhya Pradesh Co-operative Societies Act, 1960:           c
        s. 64 - Dispute arising out of contract of sale and
purchase of immovable property- Between the co-operative
society and a non-member -Whetheramenable to
adjudication uls. 64 - Held: A dispute can be brought within
                                                                   0
purview of s.-64, if the twin requirements are satisfied viz. (i)
the dispute relates to constitution, management, business,
or liquidation of the society (ii) and the dispute is between
the parties referred to in clauses (a) to (f) of s. 64(1) - In the
present case, though the dispute touches business of the E
appellant society, it does not satisfy other requirements to
be brought within purview of s. 64.

         s. 64 (1) (c) - Expression 'business transaction' -
Meaning and scope of - Held: Any activity in order to F
constitute business must be systematic and continuous - In
order to treat a transaction as a 'business transaction', it must
be business bilaterally i.e. it should be business from the
standpoint of both the parties - A single transaction of
immovable property by the seller; if he is not in the business G
of selling property for profit, such transaction would fall outside
the expression 'business transaction' -A single transaction,
as in the present case, would not constitute business for both
the parties to the transaction.
                                                                    H
                              689
690         SUPREME COURT REPORTS               [2015) 7 S.C.R.


A         Madhya Pradesh General Clauses Act, 1957 - s. 5 -
  'Singular' to include 'Plural' and vice-versa - Held: This
  principle is applicable only when no contrary intention is
  depucible from the scheme or language used in the statute
  - In the present case, plural expression 'business
B transactions' occurring ins. 64(1)(c) of Co-operative Societies
  Act, would not include singular; because the intent in that
  provision is to bring only such disputes under the purview of
  s. 64 which arise out of what is business for both sides and
  comprises of multiple transactions :.... Madhya Pradesh Co-
e operative Societies Act, 1960- s. 64(1)(c) - General Clauses
  Act, 1897-s.13.

             Words and Phrases - 'Business transaction' -
       Meaning of.
D
            Dismissing the appeal, the Court.

          HELD: 1. For a dispute to be brought within the
  purview of Section 64 of Madhya Pradesh Co-operative
E Societies Act, 1960, 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
F to in clauses (a) to (f) of Section 64(1 ). 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
G beyond the said provision. [Para 3] [698-E-G]

           2. In the present case, the dispute raised by the
   appellant-society before the Deputy Registrar related to
   the alleged refusal of the respondent to complete the sale
 H transaction in terms of the agreement to sell executed
      'j
 BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 691
              v. MANG ILAL & ORS.
betweenI the respondents and/or their predecessors-in- A
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. [Para 4] [698-H; 699-A-B] B

       3. Purchase of land for being used in the manner
set out in the objects of the appellants-Society is one of
the facets of the business that the society undertakes.
Such purchase is directly linked to th~ object of C
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 D
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 E
or peripheral. 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. [Para 13] (704-E-G; 705-A]
                                                            F
  The Co-operative Central Bank Ltd. and Ors. vs. The
  Additional Industrial Tribunal, Andhra Pradesh and Ors.
  (1969) 2 SCC 43: 1970 (1) SCR 206 - distinguished.

  Deccan ·Merchants Co-operative Bank Ltd. vs. Mis.         G
  Dalichand Jugraj Jain and Ors. AIR 1969 SC.
  1320: 1969 SCR 887; O.N. Bhatnagar vs. Smt. Rukibai
  Narsindas & Ors. (1982) 2 SCC 244: 1982 (3) SCR 681
  - referred to.
                                                            H
692       SUPREME COURT REPORTS                [2015] 7 S.C.R..


A        4.1 Clause (c) of Section 64(1), 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
B under such a society. "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." In order that a transaction
  may be treated as "business transaction", it must be a
C 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
0
  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
E for profit. If the seller is not in any such business, the
  transaction from his standpoint will not be a business
  transaction no matter, from the point of view of the
  society the transaction may be a business transaction.
  A transaction of sale of property would in such a case
F fall outside the expression "business transaction".
  [Paras 15, 18and19] [705-H; 706-A; 707-B-G]

      Manipur Administration vs. M. Nila Chandra Singh AIR
      1964 SC 1533 : 1964 SCR 57 4; Barendra Prasad Ray
      and Ors. vs. Income Tax Officer 'A' Ward, Foreign
G
      Section andOrs.(1981) 2 SCC 693; B.R. Enterprises
      etc. vs. State   of U.P. and Ors. etc. (1999) 9 SCC
      700: 1999 (2) SCR 1111; Mahesh Chandra vs.
      Regional Manager U. P. Financial Corporation and Ors.
H     (1993) 2 SCC 279: 1992 (1) SCR 616; S. Mohan Lal
 BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 693
              v. MANGILAL & ORS.
  vs. R. Kondiah (1979) 2 SCC 616: 1979 (3) SCR 12 -     A
  relied on.

  Advanced Law Lexicon (3rd Edition, 2005) by P.
  Ramanatha Aiyar - referred to.
                                                         B
       4.2 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 c
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
present case would not constitute business for both the
parties to the transaction. At any rate, the iegislature o
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 E
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 F
purview. [Para 21] [709-E-H; 710-A-B]

      4.3 It is not correct to say that the plural used in
the expression "business transactions" must include the
singular in view of the provisions of Section 5(b) of the G
M.P. General Clauses Act; 1957. Section 5 of the M.P.
General Clauses Act, 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 present H
694      SUPREME COURT REPORTS                  [2015] 7 S.C.R.


A case 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
B 64 as are disputes arising out of what is business for
  both the sides and comprise multiple transactions. [Para
  22) [710-B-E]
      Newspapers Ltd. vs. State Industrial Tribunal, U.P and
C     Ors. AIR 1957 SC 532: 1957 SCR 754; Mis.
      Dhandhania Kedia & Co. vs. The Commissioner of
      Income Tax AIR 1959 SC 219: 1959 Suppl. SCR 204
      -relied on.

o        4.4 In the present case, 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
E transaction that touches the business of the appellant-
  society but the respondents were not in the business of
  selling land as a commercial or business activity. If the
  respondents were agriculturists who had agreed to sell
  agricultural land to the appellant-company, the
F transaction was, from their point of view, not a "business
  transaction". The transaction might have been prompted
  by family necessity, poverty or some such other
  compulsion. Such a transaction without any business
  element in tbe same, could not constitute a "business
G transaction" leave alone "business transactions" within
  the meaning of Section 64(1)(c). [Para 23] [710-G-H; 711-
  B-C]
                     Case Law Reference
 H      1969 SCR 887             referred to.       Para 7
 BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 695
              v. MANGILAL&ORS.

     1982 (3) SCR 681         referred to.       Para 9       A
     1970 (1) SCR 206         distinguished.     Para 11
     1964 SCR574              relied on.         Para 19
     (1981) 2 sec 693         relied on.         Para 20
     1999 (2) SCR 1111        relied on.         Para 20      B
     1992 (1) SCR 616         relied on.         Para 20
     1979 (3) SCR 12          relied on.         Para 20
     1957 SCR 754        relied on.              Para 22
     1959 Suppl. SCR 204 relied on.              Para 22      c
     CIVILAPPELLATE JURISDICTION: Civil Appeal No.
5704of2015

       From the Judgment and Order dated 22.03.2012 of the
High Court of Madhya Pradesh, Principal Seat at Jabalpur in D
Writ Petition No. 15195 of 2011.

       Jayant Bhushan, Pragati Neekhra, Vivek Dalal for the
Appellant.
                                                              E
     M. K. Modi, A. Venayagam Balan,Akash Sharma, V.S.
Lakshmi for the Respondents.

       The Judgment of the Court was delivered by

       T. S. THAKUR, J.    Leave granted.                     F

         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 G
Section 64 of the M.P. Cooperative Societies Act, 1960. By
his order dated 1st March, 2004, the Deputy Registrar, Co-
operative Societies, Ulla in, before whom the proceedings were
initiated, answered that question in the affirmative and decreed
specific performance of the contract entered into between the H
                       ·~·   ~     f   .,   ,,-



696        SUPREME COURT REPORTS                     [2015] 7 S.C.R.


A parties. A first appeal preferred by the sellers (respondents-
  herein) before the Joint Registrar Ujjain failed and was
  dismissed by his order dated 7t11 August, 2009. Aggrieved by
  the said two orders, the respondents preferred a second
  appeal before the M.P. State Co-operative Tribunal, Bhopal
B 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-
C 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
D 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:
E
        "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
F       Registrar] by any of the parties to the dispute if the
        parlies thereto are among the following:-

           (a) a society, its committee, any past committee, any
           past or present officer, any past or present agent, any
G          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
H          through a member, past member or deceased
BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 697
     v. MANGILAL & ORS. [T. S. THAKUR, J.]

   member of a society or of a society which iB a              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        B
   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          c
   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.                                D

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

   (i) a claim by a society for any debt or demand due         E
   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
                                                               F
   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;                                         G
   (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
                                                               H
698        SUPREME COURT REPORTS                    [2015] 7 S.C.R.


A         se1Vant or deceased se1Vant or its committee, past
          or present, whether such Joss be admitted or not;

          (iv) a question regarding rights, etc., including
          tenancy rights between a housing society and its
B         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
c         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 refeffed to
D      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
E dispute to be brought within the purview of Section 64 two
  essential requirements must be satisfied viz. (ij 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
F 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
G 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
H transaction in terms of the agreement to sell executed between
 BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 699
      v. MANG ILAL & ORS. [T. S. THAKUR, J.]

  the respondents and/or their predecessors-in-interest, on the A
. 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 B
  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       C
'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 underanyoneoftheclauses 'a', 'b', 'd' or'f enumerated
under Section 64 (1). This would mean thatthe respondents
must answer the description of persons mentioned in clause          D
(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       E
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,           F
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:
                                                                    G
   (i) whether the dispute in the case at hand touches the
       business of the appellant-society? and

   (ii) whether the dispute sought to be raised arising as it is
        out of the execution of a contract for sale of property by H
                      ...
700       SUPREME COURT REPORTS                    [2015] 7 S.C.R.


A          the respondent in favour of the appellant-society
           constitutes "business transactions"within the meaning
           of Section 64 (1 )(c)?

           Re: Question No.1:
B
           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
c 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
o "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. Mis. Dalichand
  Jugraj Jain and Ors. (AIR 1969 SC 1320). An elaborate
  discussion on the subject led this Court to declare that the
E 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
F 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
G     business of a society. This would depend on the nature
      of the society and the rules and bve-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
H     of the business of the society. But it may be that it is the
BHANUSHALI HOUSING.COOPERATIVE SOCIETY LTD. 701
     v. MANGILAL & ORS. [T. S. THAKUR, J.]
  business of a society to construct and buy houses and          A
  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.              B
  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
                                                                 c
  short ground.

       xxx                   xxx                   xxx
  While we agree that the nature of business which a             D
  society does can be ascertained from the objects of
  the society, ft 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       E
  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'. "                                                  F

       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:
                                                                 G
  "18.xxxxx                  xxxxx                 xxxxx
  ...... Ordinarily, if a society owns bw1dings an"a lets out
  parts of buildings which it does not require for its own
  purpose it cannot be said that letting out of those parts
                                                                 H
  is a part of the business of the society. But it may be
702        SUPREME COURT REPORTS                   (2015) 7 S.C.R.


A      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
B 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
c       to the word "business" as expressed by the Madras,
        Bombay and Kera/a 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
o       "business" in the context means "any trading or
       commercial or other similar business JJCtivity 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
E      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
F 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
G 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
H decision in Deccan Merchant's case (supra) was on facts
 BHANUSHALI HOUSINGCOOPERATIVESOCIETYLTD. 703
      v. MANGILAL& ORS. [T. S. THAKUR, J.]

held to be distinguishable and resort to proceedings under A
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 B
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 C
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          o
  to interpret section 91 of the Maharashtra Co-operative
  Societies Act, 1960. [Maharashtra Act 32of1961], 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              E
  industrial dispute.
      xxx            xxx            xxx
  ..... Since the word "business" is equated with the actual
  trading or commercial or other similar business activitv       F
  of the societv. and since it has been held that it would
  be difficult to subscribe to the proposition that whatever
  the societv 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        G
  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)     H
704          SUPREM~,COURT REPORTS                    [2015] 7 S.C.R.


A            12. In the case at hand the objects of the appellant-
      society as set out in the Articles of Association are as under:

         "Objecg~e of this society would be to make arrangement
        for the construction of building, to purchase, sale, take
B       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 tJe complete right to this society to carry out such
        work which will be necessary and proper in its opinion.
C       These rights shall mean and include to purchase land,
        take Jarid on lease, sale, exchange, mortgage, let out
        on lease, sub-lease, to give resignation, or to accept
        resigncition and to do all other relative work and to sell
        the building on instalment on proper and necessary
D       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
        t"
        I.

E          13. Purchase of land for bein_g 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
F 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 gi1ting rise to the dispute are not relatable to the objects
G 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)
H involving alteration of the conditions of service of the employees
  of the soCiety. We have in that view no hesitation in holding
 BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 705
      v. MANGILAL & ORS. [T. S. THAKUR, J.]

that the dispute arising out of the purchase of the land owned A
by the respondents was, in the instant case, a dispute touching
the business of the appellant-society. Question No.1 is
answered accordingly.
                                                 \r
       Re: Question No.2:                                      B
         14. The second essential requirement for a dispute to
fall within the purview of Section 64 is that the PSl!iies to the
 dispute must be those enumerated in sub-clauses 'a to funder
 Section 64 of the Act. Clause (a) of Section 64(1) envisages c
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 o
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 E
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 F
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 a't'hand as the
same deal with disputes between any other society, the G
liquidator of such a society or creditor of a societyr:

       15. That leaves us with clause (c) of Section 64 (1),
which postulates disputes between non-membjt1r;_s to whom
loans are granted by the society and the society or disputes H
706        SUPREME COURT REPORTS                   [2015] 7 S.C.R.


A 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
B 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
C 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 ClausesAct, 1957. That provision, it was argued,
D 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.

E         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
F 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
G 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.

H          18. What is the true scope and meaning of the
 BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 707
      v. MANG ILAL & ORS. [T. S. THAKUR, J.]

expression "business transactions" appearing in clause (c) of A
Section 64(1) of the Act is whatfalls for our consideration. That
expression has not been defined in the Act or elsewhere.
Advanced Law Lexicon (3rdEdition, 2005) by P. Ramanatha
Aiyardescribes the expression "Business transaction" as
under:                                                            B

   "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."
                                                                       c
         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 poi.nt of both the parties to the           D
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       E
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              F
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". Asomewhat·similar view
was taken by this Court in Manipur A~ministration vs. M.               G
Nila Chandra Singh (AIR 1964SC1533). 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         H
was enough to make the person concerned a dealer and
708       SUPREME COURT REPORTS                   [2015] 7 S.C.R.


A 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
B      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
c     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
D     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
E     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
F
      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
              ,~




G     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
H     must be bf 100 mds. or more. In other words, there is no
  BHANUSHALI HOUSING COOPERATIVE 1SOCIETY LTD. 709
       v. MANGILAL & ORS. [T. S. THAKUR, J.]
    dispute before us that retail transactions of less than          A
    100 mds. of the prescribed commodities are outside
    the purview of the definition of a dealer."  1r -'?

          20. Reference may also be made to the.decision of
  this Court in Barendra Prasad Ray and Ors. Vs. Income B
   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 ex;;ression of wide<import and
   means an activity carried on continuously and systematically
   by a person by the application of his labour or skillwith a view C
  to earning profit. In B.R. Enterprises etc. vs. State of U.P.
- and Ors. etc. (1999) 9 SCC 700this Court held tbat 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 D
  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 La/vs. R. Kondiah (1979)
  2SCC 616.
                                                                      E
          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 F
 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   -I.
                                                            "business G
 transactions" has left no manner of doubt that it i§ 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 H
710         SUPREME COURT REPORTS                  [2015] 7 S.C.R.


A 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.
B
             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
C     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
D     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
E     of this Court in Newspapers Ltd. vs. State Industrial
      Tribunal, U.P. and Ors. (AIR 1957 SC 532) and Mis.
      Dhandhania Kedia & Co. vs. The Commissioner of
      Income Tax (AIR 1959 SC 219) have settled the legal position
F     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.
G          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
H established. It may, in that sense, be a transaction that touches
  the business of the appellant-society but it is common ground
 BHANUSHALI HOUSING COOPERATIVE SOCIETY LTD. 711
      v. MANGILAL & ORS. ff. S. THAKUR, J.]
that the respondents were not in the business of selling land A
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, B
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 C
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.
                                                                  D
      . 25. In the result this appeal fails and is hereby ·
dismissed, but in the circumstances leaving the parties to bear
their own costs.

Kalpana K. Tripathy                           Appeal dismissed.   E