Amalgamation of District Co-operative Banks to the Kerala State Co-operative Bank

(1) Notwithstanding anything contained in this Act or in any other law for the time being in force, Registrar shall order the amalgamation of District Co-operative Banks in Kerala with the Kerala State Co-operative Bank on the basis of the resolution passed by the general body as provided under Section 14A of this Act. (2) With the prior approval of the Government the Registrar shall bring into effect the scheme of amalgamation, proposed by the Kerala State Co-operative Bank which is to be presented to the transferor banks. (3) On and from the date of amalgamation, the shares held by the members of the transferor banks shall be deemed to be the shares of the transferee bank as such: Provided that the value of shares shall be on the basis of face value of shares held by the members of the transferor banks. (4) Notwithstanding anything contained in Section 15 of this Act on and from the date of amalgamation of the transferor banks and the transferee bank, the transferor banks shall cease to exist and its registration shall stand cancelled: Provided that no new registration certificate is required for the transferee bank. (5) The existing board of directors of transferor banks and transferee bank shall cease to exist on the date of amalgamation and the Government shall nominate an interim board consisting of not more than 3 members for a period not exceeding 1 year from the date of amalgamation or till a newly elected board of directors takes charge, whichever is earlier. (6) The interim board shall consist of the following members, namely:- (i) an officer not below the rank of Secretary to Government Chairperson, Ex-officio; (ii) The Managing Director/ Chief Executive Officer of the Kerala State Co-operative Bank Member, Ex-officio; (iii) an officer not below the rank of Additional Secretary to Government in Finance Department Member, Ex-officio. (7) The interim Board shall exercise all the powers of the Board of Directors of the Transferee Bank as per the Act, Rules and the bye-laws issued thereunder and shall take such necessary steps to complete the amalgamation procedures and conduct election to the Board of Directors. (8) The Board of Directors of the Kerala State Co-operative Bank shall consist of not more than Twenty one members as may be prescribed in the rules. (9) For the purpose of election to the Board of Directors, section 28, section 28A and section 31 of this Act shall apply. (10) There shall be a Board of Management for taking decisions relating to the banking business and the structure, powers and functions of the Board of Management shall be as may be prescribed in the bye-laws. (11) Notwithstanding anything contained in sub-section (10) of section 63 of this Act,- (i) the audit of the financial accounts, as prescribed by the Reserve Bank of India, in the Kerala State Co-operative Bank shall be done by the Chartered Accountants from among the panel of Auditors/Audit Firm approved by the Director of Co-operative Audit; (ii) the audit of the administrative matters and related accounts of the Kerala State Co-operative Bank shall be done by a panel of departmental auditors; (iii) the above auditors shall exercise all powers mentioned under clauses (a), (b) and (c) of sub-section (2) of section 64. (12) Any proceedings, suits, decree, recovery certificates, appeals and all other legal proceedings pending or existing immediately before the date of amalgamation before any Court or Tribunal or any other authority, by or against the transferor banks may, as from the date of amalgamation be continued and enforced by or against the transferee bank. (13) Every permanent and regular employee of the transferor bank or employees on probation, serving in the employment of the transferor bank immediately before the date of amalgamation, shall become, on and from the date of amalgamation, an employee of the transferee bank and shall hold office therein or serve the transferee bank, as the case may be, and shall continue to work in accordance therewith: Provided that the Government shall make a scheme for cadre integration, seniority, promotion and transfer and such other matters related to employees of the transferor bank and the transferee bank in the service of the transferee bank. (14) Notwithstanding anything contained in the staff regulation or recruitment rules of the transferor and transferee bank, the service conditions of the employees on amalgamation shall be as prescribed by the Government. (15) The employees who have retired before the date of amalgamation from the service of the transferor banks or opted not to join in the service of the transferee bank on and from the date of amalgamation, and are entitled to benefits, rights or privileges, if any, from transferor bank, shall receive such benefits, rights or privileges from the transferee bank. (16) The Provident Fund/Gratuity Fund/Pension Fund or any other funds of the transferor bank and any other bodies created, established or constituted as the case may be, for the employees of the transferor banks shall continue with the transferee bank. (17) The transferee bank may open branches based on the prudent financial analysis in line with the provisions of the Banking Regulation Act, 1949 (Central Act X of 1949). (18) Notwithstanding anything contained in this Act, the provisions of this Chapter shall have overriding effect on all other provisions of the Act.