Amendment status not verified — confirm the current text below against the official source.
(1) Notwithstanding anything contained in section 75, section 76 and section 77, if the State Government is of opinion that— (a) in the public interest, (b) in the interest of the depositors, (c) in order to secure proper management of any central co-operative bank, (d) in the interest of the co-operative movement in the State as a whole, (e) in the interest of the co-operative banking system in the State as a whole, or (f) to make co-operative credit adequately available to the primary co-operative credit societies of any particular area or areas in the State from the State co-operative bank, it is necessary so to do, the State Government may, by an order published in the Official Gazette stating reasons therefor, make a scheme for the amalgamation of any central co-operative bank (in this section hereafter referred to as the "transferor bank") with any other central co-operative bank or the State co-operative bank (in this section hereafter referred to as the "transferee bank"). (2) A scheme referred to in sub-section (1) may provide for all or any of the following matters, namely:— (a) the transfer of the business, properties, movable and immovable, assets, including cash balances and reserve funds, rights, privileges, liabilities, debts and obligations of the transferor bank to the transferee bank, on such terms and conditions as may be specified in the said scheme, 206 The West Bengal Co-operative Societies Act, 1973. XXXVIII of 1973.] (Chapter VIII.—Division, transfer of assets and liabilities, and amalgamation, of co-operative societies.—Section 78.) (b) the reduction of the interest or rights which the members, depositors and other creditors have in or against the transferor bank before its amalgamation, to such extent as the State Government considers necessary in the public interest or in the interest of the members, depositors and other creditors of the transferor bank or for the main- tenance of the business of such bank, having due regard to the proportion of the assets of the transferor bank to its liabilities, (c) the payment in cash or otherwise to the depositors and other creditors in full satisfaction of their claims— (i) in respect of their interest or rights in or against the transferor bank before or after its amalgamation, or (ii) where the interest or rights as aforesaid, in or against the transferor bank, has or have been reduced under clause (b), in respect of such interest or rights as so reduced, (d) (i) the allotment of shares in the transferee bank to the members of the transferor bank against the shares held by them in the transferor bank, before the amalgama- tion [whether their interest in such shares has been reduced under clause (b) or not], or (ii) where the members of the transferor bank elect to receive payment in cash and not in shares of the transferee bank, or where it is not possible to allot shares in the transferee bank to such members against the shares held by them in the transferor bank, the payment to such members in cash in full satisfaction of their claims in respect of their interest in the shares of the transferor bank or where such interest has been reduced under clause (b), in respect of their interest in the shares as so reduced: Provided that an aforesaid scheme shall secure— (i) that allotment of shares or payment in cash in favour of the members of the transferor bank under clause (d) shall not be made until all the depositors and creditors of the transferor bank have been paid under sub-clause (i), or as the case may be, under sub-clause (ii), of clause (c), and (ii) that such allotment of shares or payment in cash in favour of the members of the transferor bank shall be made only out of the surplus of the assets of the 207 The West Bengal Co-operative Societies Act, 1973. [West Ben. Act (Chapter M.—Division, transfer of assets and liabilities, and amalgamation, of co-operative societies.—Section 78.) transferor bank, if any, that may be left after payment of the depositors and creditors as indicated in clause (i) above, (e) the continuance of the services of the employees of the transferor bank in the transferee bank on terms and condi- tions of service not being less advantageous than what they were entitled to immediately before the amalgamation: Provided that the transferee bank may not, by an order in writing, allow any employee of the transferor bank to continue in the services of the bank if, in the opinion of the transferee bank, the continuance of such employee in its service would be detrimental to its interest, and thereupon the services of such employee shall stand terminated on and from the date of such order, and the transferee bank shall, within three months of the date of the aforesaid order, make payment to such employee such compensation as such employee may be entitled under any law relating to the industrial disputes in force in the State and such pension, gratuity, provident fund and other retirement benefits as are ordinarily admissible to him under the rules of the transferor bank in force immediately before the amalgamation. (3) (a) No order referred to in sub-section (1) shall be made unless a copy of the proposed order including the scheme is sent to the transferor bank and the transferee bank calling upon such banks to invite objections or suggestions from the members, creditors and depositors thereof and to submit such objections and suggestions together with their own suggestions and objections, if any, to the State Government within six weeks from the date of receipt of the copy of the proposed order by such banks. (b) The State Government shall consider the suggestions and objections which may be received under sub-section (3)(a) within the period referred to therein, make such modifications in the proposed order including the scheme as it thinks just and fit and finalise the proposed order including the scheme in consultation with the Reserve Bank. (4) An order referred to in sub-section (1) may contain such incidental, consequential and supplemental provisions as the State Government may consider necessary to give effect to the proposed amalgamation and shall have effect on and from such date as may be specified in the order. 208 The West Bengal Co-operative Societies Act, 1973. XXXVIII of 1973.] (Chapter IX.—Audit, inspection and inquiry.—Section 79.) (5) On the coming into operation of any scheme referred to in sub-section (1), the provisions thereof shall be binding on the transferor bank, the transferee bank and all the members, depositors, creditors and employees of both such banks and on any other person having any right or liability in relation to the said banks. (6) The provisions of this section shall have effect, notwithstanding anything to the contrary contained elsewhere in this Act or in any other law or any agreement, award or other instrument for the time being in force. 4 of 1882. (7) Notwithstanding anything contained in the Transfer of Property 16 of 1908. Act, 1882, or the Registration Act, 1908, an order making a scheme referred to in sub-section (1) shall be sufficient conveyance, in accordance with the provisions of this section, to transfer the assets and liabilities of the transferor bank to the transferee bank. (8) When under a scheme referred to in sub-section (1) the assets and liabilities of the transferor bank have been transferred to the transferee bank, the transferor bank shall cease to exist and shall be deemed to have been dissolved. (9) Notwithstanding anything contained in any other law for the time being in force, an order under sub-section (1) shall not be called in question in any court of law. CHAPTER IX AUDIT, INSPECTION AND INQUIRY