The Registrar's jurisdiction to approve bank amalgamations remains valid despite the amendment of Section 44A of the Banking Regulation Act, 1949, with amendments not affecting ongoing merger requests.

JUDGMENT :

(Sangeeta K. Vishen, J.)

With the consent of the learned advocates appearing for the respective parties, the matter is taken up for final disposal.

2. Issue Rule, returnable forthwith. Mr Siddharth Rami, learned Assistant Government Pleader waives service of notice of Rule on behalf of respondent no.1. Mr Ravindra Shah and Mr Amar Bhatt, learned advocates waives service of notice of Rule on behalf of respondent nos.2 and 3 resepectively.

3. The petitioners have invoked the writ jurisdiction of this Court, inter alia, under Article 226 of the Constitution of India, praying for quashing and setting aside the order dated 30.09.2021 (hereinafter referred to as “the impugned order”) passed by the Registrar, Co-operative Societies, Gujarat State under Section 17 of the Gujarat Co-operative Societies Act, 1961 (hereinafter referred to as the ‘Act of 1961’), rejecting the request of the petitioners for amalgamation/ merger of the Viramgam Mercantile Co-operative Bank Ltd., i.e. the respondent no.2 with the petitioner no.1 bank. Before considering the grounds urged, it would be apt to have brief overview of the factual aspects giving rise to the captioned writ petition.

4. Discernibly, in the year 2017-18, one Ms Nila Saurabh Choksi was functioning as an elected Director and in the year 2018-19, was functioning as an IP Chairperson with the petitioner no.1 bank; while Mr Saurabh C. Choksi, was functioning as a Professional Director in the Board of Directors of the respondent no.2 bank. During the said period, on 25.09.2018, the respondent no.2 bank had sent a proposal to the respondent no.3 Reserve Bank of India (hereinafter referred to as respondent no.3 or Reserve Bank of India wherever the context warrants) and a public advertisement was issued in local newspaper regarding transfer of its assets and liabilities with Mehsana Urban Co-operative Bank Ltd. Similarly, Sarvodaya Commercial Co-operative Bank Ltd. had also sent an offer dated 06.12.2018 for transfer of assets and liabilities with the said bank and immediately on 26.12.2018, Nagar Urban Co-operative Bank Ltd. also sent an offer to the respondent no.2 bank for transfer of assets and liabilities of the respondent no.2 bank with it.

4.1 On 15.01.2019, the petitioner no.1 bank had passed a resolution, resolving to takeover all the assets and liabilities of the respondent no.2 bank. On the same day, the Board of Directors of the respondent no.2 bank had passed a resolution no.324, resolving to accept the offer of Nagar Urban Co-operative Bank Ltd. by majority of 10 directors against sole dissenting Professional Director. As per the record, despite the above resolution, the petitioner no.1 bank had sent a merger proposal to the respondent no.2 bank, followed by second proposal dated 03.02.2019. On the other hand, in furtherance of the resolution no.324 dated 15.01.2019 of Board of Directors of the respondent no.2 bank, another resolution no.347 dated 05.02.2019 was passed for publishing an advertisement for calling Special General Meeting; apropos the said resolution, on 23.02.2019, the respondent no.2 bank, had published an advertisement. That in the meeting of the Board of Directors of the respondent no.2 bank convened on 16.02.2019, a resolution no.357