JUDGMENT : 1. The question which requires a resolution in these writ petitions concern the constitutional validity of the amendment brought in to Section 74H(1)(a) and the proviso to sub-section (2)(ia) by Ordinance No. 6 of 2020 promulgated by the Governor of Kerala in exercise of powers conferred by clause No. (1) of Article 213 of the Constitution of India. The Ordinance is sought to be struck down on the ground that the introduction of the Ordinance is beyond the legislative competence of the State, arbitrary and unreasonable under Article 14, violative of the rights guaranteed to the petitioners under Article 19(1)(c) of the Constitution and the rights which are required to be protected under Article 43B of the Constitution of India and grossly at variance with the cooperative principles. Repeated re-promulgation of the ordinance without laying it before the legislature is yet another ground on which the ordinance is sought to be invalidated. 2. While W.P. (C) Nos. 11753 of 2020 and 6639 of 2020 are filed by the Presidents of two Primary Co-operative Banks challenging the Ordinance on various grounds, W.P. (C) No. 21265 of 2020 is filed by the managing committee of the Malappuram District Co-operative Bank Ltd. seeking the very same relief. 3. W.P. (C) Nos. 20371 of 2020 and 33596 of 2019 are filed by various Primary Agricultural Credit Co-operative Societies supporting the amendment and also for directions to the Government to permit the petitioner banks to become members of the newly formed Kerala Co-operative Bank. 4. W.P. (C) No. 1916 of 2020 and 571 of 2020 are filed by the regular and permanent employees of the Malappuram District Co-operative bank seeking a direction to the Government to complete the process of merger of the 4th respondent bank with the Kerala State Co-operative Bank in terms of Section 74H of Kerala Co-operative Societies Act as amended by Ordinance No. 6 of 2020 and for incidental reliefs. 5. W.P. (C) No. 20400 of 2020 is filed by the Employees Federation of the Malappuram District Co-operative bank seeking to interdict the Board of Directors of the Malappuram District Co-operative Bank from taking any policy decision on the affairs of the 3rd respondent till the merger of the 3rd respondent bank is complete in terms of Ext.P4 Ordinance as duly re-promulgated. 6. 6. W.P. (C) No. 4882 of 2021 is filed by the Managing Committee of the Malappuram District Co-operative Bank seeking for a declaration that the Kerala Co-operative Societies Amendment Ordinances from Ordinance No. 6/2020 to Ordinance No. 24/2021 is a colourable exercise of power and therefore bad in law and also for holding that the recommendation for re-issuance of Ordinance No. 24 of 2021 by the Council of Ministers is by abusing the Constitutional Powers conferred on the State under Article 213 of the Constitution of India. 7. As the issues raised are interrelated, all these cases were heard together and are being disposed of by this common judgment. Except where otherwise indicated, for the sake of convenience and clarity, reference shall be to the facts and Exhibits in W.P. (C) No. 6639 of 2020, treating the same as the leading case. The determination of issues in the leading writ petition would in effect resolve the issues raised in the other writ petitions. 8. Before proceeding to discuss the respective contentions advanced by both the opposing sides, it would be apposite to delineate the sequence of events which led to the filing of these writ petitions. 9. The Kerala Co-operative Societies Act, 1969 (‘Act’ for short) was enacted to consolidate, amend and unify the laws relating to Co-operative Societies in the State of Kerala for the orderly development of Co-operative Sector in the State, in accordance with Co-operative principles, as self governing democratic institutions. Clause (eccc) of Section 2 of the Act defines Cooperative principles to mean the Co-operative principles listed in Schedule II appended to the Act. As per Schedule II, the Co-operative principles are: (i) Open and voluntary membership. (ii) Democratic member control. (iii) Member economic participation. (iv) Autonomy and independence. (v) Education, Training and Information. (vi) Co-operation among co-operatives. (vii) Concern for community. 10. Section 9 of the Act provides that the registration of the society renders it as a body corporate under which it is registered and it shall have perpetual succession and a common seal with power to hold property, enter into contracts etc. The proviso to Section 9 provides that the Government and the Registrar shall have powers to regulate the working of a society for the economic and social betterment of its members and the general public. The proviso to Section 9 provides that the Government and the Registrar shall have powers to regulate the working of a society for the economic and social betterment of its members and the general public. As per Section 27 of the Act, the final authority in a society shall vest in the general body of its members. Chapter XII of the Act, provides for establishment. It states that the Government shall classify the societies in the State according to their type and financial position. 11. Rule 15 of the Co-operative Societies Rules (Rules) provides for classification of societies according to types. Rule 15A of the Rules deals with Short Time/Medium Term Credit Societies, which reads as follows: (i) Apex Kerala State Co-operative Bank Ltd. (ii) Central District Co-operative Banks. (iii) Primary (a) Primary Agricultural Credit Cooperative Societies, service co-operative banks, Regional Co-operative Banks, Rural Banks, Farmers Service Co-operative Bank. 12. The Primary Agricultural Credit Co-operative Societies (PACS) represents the foundation of the Short Term Co-operative Credit Structure (STCCS). Though they are given different nomenclatures as can be seen from Rule 15 of the Rules, they undertake the basic function of financial intermediation of collecting deposits from members and advancing agricultural credit. These co-operatives have federated at the District level to form the District Co-operative Bank (DCBs) and they in turn federate at the State level to form the Kerala State Co-operative Bank (KSCB). 13. The Government of Kerala felt that in the light of significant changes in the Rural Co-operative Credit Structure in other parts of the world, the existence of two higher tiers in the Short Term Co-operative Credit Structure (STCCS) in Kerala viz. Kerala State Co-operative Bank (KSCB) at the Apex level and District Co-operative Bank (DCB) at Middle level adds to the cost on interest without offering any significant benefits to the lower tier, viz. Primary Agricultural Credit Societies (PACS). It was felt that the DCBs at the Middle level and the KSCB at the Apex level are not structurally, financially and technologically viable to efficiently take forward the Short Term Co-operative Credit Structure to meet the challenges which are likely to arise in future. The Government felt that it was an appropriate time to review the structure with a view to provide better services to the members of the Primary Co-operatives. The Government felt that it was an appropriate time to review the structure with a view to provide better services to the members of the Primary Co-operatives. In the above backdrop, an Expert Committee chaired by Professor M.S. Sriram, IIM, Bangalore was appointed to study the various aspects of de-layering the present STCCS of the State from the existing three tier system to two tier and thereby allowing the formation of a single entity by name ‘The Kerala State Co-operative Bank’. A detailed report was submitted by the Expert Committee wherein they highlighted the need to provide technologically driven modern banking products and services at a lower cost, provision for a uniform platform for continued relevance in the highly competitive banking sector, reduction of interest and administrative cost by removing the middle tier and proper regulation with institutions such as the Reserve Bank of India and the National Bank for Agricultural and Rural Development (NABARD). 14. The Government perused the report and approved the suggestions contained in the study report. They then sought for the ‘in principle’ approval of the Reserve Bank of India for merging the DCBs with the KSCB by transfer of assets and liabilities of the DCBs to the KSCB. The RBI by Ext.P1 dated 3.10.2018 granted ‘in principle’ approval to the proposal of the Government of Kerala to amalgamate the 14 DCBs with KSCB. While granting the ‘in principle’ approval, it was informed that the final approval and consequential licensing of the branches of the DCBs as KSCB branches is contingent on prior fulfilment of certain conditions. Though as many as 19 conditions were stipulated, the following four conditions generate the maximum amount of discord: (i) The due process as required under the provisions of the Kerala Cooperative Societies Act and the Kerala Co-operative Societies Rules as adopted by the Kerala Government shall be followed at every stage the provisions of the Kerala Co-operative Societies Act must be complied with. (ii) xxx xxx xxx xxx xxx (iii) A scheme of amalgamation has to be prepared by the KSCB and the DCB are to present the same to their members and creditors. (iv) A resolution passed by a majority of the members present and ? voting at a general body meeting of the SCB and each DCBs shall be a pre-requisite for amalgamation of SCB and all DCBs. (iv) A resolution passed by a majority of the members present and ? voting at a general body meeting of the SCB and each DCBs shall be a pre-requisite for amalgamation of SCB and all DCBs. (v) A MOU shall be executed between the constituent, i.e. all 14 DCBs, KSCB and Government of Kerala covering issues of governance structure, management, manpower/HR issues, amicable solution of assets and liabilities of each bank to KSCB. 15. On getting the ‘in principle approval’ the Government came out with an Ordinance by amending Section 14 of the Kerala Co-operative Societies Act in so far as it concerns the District Co-operative Bank. Amendment was brought to Section 2(ia) which defines District Co-operative Bank and Section 14A of the Act was inserted. The Ordinance was placed before the legislature and the same was notified as Act 1 of 2019. Chapter XC was introduced and Section 74H was added. 16. The amended Section 2(ia) of the KCS Act, as it stood after amendment vide Act 1 of 2019, is extracted below: 2. Amendment of section 2.- In section 2 of the Kerala Co-operative Societies Act, 1969 (21 of 1969) (hereinafter referred to as the principal Act): (i) for clause (ia) the following clause shall be substituted: “(ia) “District Co-operative Bank” means a central society having jurisdiction over one revenue district and having as its members Primary Agricultural Credit Societies, Urban Co-operative Banks and the principal object of which is to raise funds to be lent to its members, including nominal or associate members, which existed under this Act, immediately before the commencement of the Kerala Co-operative Societies (Amendment) Act, 2019 and which has ceased to exist after the commencement of the said Amendment Act.” 17. Section 14A as inserted by Act 1 of 2019 reads as follows: “14A. Provisions regarding transfer of assets and liabilities 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, the District Co-operative Banks may by a resolution passed by a simple majority of the members present and voting at the special general body meeting of the members, transfer its assets and liabilities in whole to the Kerala State Co-operative Bank and such transfer shall take effect from the date on which the Registrar approves the resolution. (2) The resolution shall contain particulars of the assets and liabilities to be transferred.” 18. Section 74H as inserted vide Act 1 of 2019: 74H. 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, the Registrar shall order the amalgamation of District Co-operative Banks in Kerala with the Kerala State Cooperative 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. 19. Section 14A provides for the transfer of assets and liabilities of the DCBs to the KSCB. There are two steps in the process. A resolution will have to be passed by the DCB to transfer assets and liabilities to the KSCB by a simple majority of the members present and voting at the Special General Body. As and when the resolution is passed to transfer assets and liabilities to the KSCB, the Registrar is bound to order amalgamation of the DCB with the KSCB. At this juncture, it would be apposite to remember that prior to incorporation of Section 14A and Section 74H in the Act, Section 14 of the Act provided for the eventuality of amalgamation, transfer of assets and liabilities and division of societies. Rule 13 of the Rules provided for the procedure for amalgamation. However, the said amalgamation and transfer of assets was based on a positive act of the parties. 20. Act 1 of 2019 was challenged before this Court in a series of writ petitions. By judgment dated 29.11.2019, in W.P. (C) No. 39749 of 2017, a learned Single Judge of this Court repelled the contentions and conclusively held that there is no scope for interference with the process initiated to amalgamate the District Cooperative Banks with the Kerala State Co-operative Banks. 21. This was a shot in the arm for the Government. A scheme of amalgamation was prepared and proposed by the KSCB and the same was forwarded to the Registrar of Co-operative Societies. 21. This was a shot in the arm for the Government. A scheme of amalgamation was prepared and proposed by the KSCB and the same was forwarded to the Registrar of Co-operative Societies. The Registrar, after scrutinizing the same and after obtaining approval of the Government, forwarded the same to the 14 DCBs in the State for presenting it before the Special General Body as required under Section 14A of the Act. 22. On 7.3.2019, the General Bodies of 13 DCBs passed resolutions giving assent to the transfer of their assets and liabilities to the KSCB and adopted the scheme of amalgamation presented before them. The resolutions were forwarded to the KSCB and the same was accepted. Insofar as the Malappuram District Co-operative Bank is concerned, the members present in the general body, by an overwhelming majority, rejected the proposal for amalgamation. Though as requested by the Registrar, a special general body meeting of the District Co-operative Bank, Malappuram was again held on 18.7.2019, the resolution for adopting the scheme of amalgamation was opposed by more than ? majority and the same was again defeated. 23. Insofar as the societies which passed resolutions giving assent for the transfer of assets are concerned, on 26.3.2019, the memorandum of understanding detailing the governance structure, management system, human resources, transfer of shares, assets and liabilities, disputes redressal mechanism were executed between the Government of Kerala, 13 DCBs and the KSCB. Immediately thereafter, the formal application seeking final approval for amalgamation of 13 DCBs with KSCB was submitted to RBI through NABARD. By letter dated 7.10.2019, the RBI has accorded final approval to the proposal of the Government of Kerala to amalgamate the 13 DCBs subject to the decision of this Court in the pending writ petition. The Registrar of Co-operative Societies by proceedings dated 29.11.2019, approved and ordered the amalgamation of 13 DCBs with the KSCB. The amalgamated entity came into existence on 29.11.2019 and started functioning as per the bye-laws. 24. While 13 District Co-operative Banks amalgamated with the State Co-operative Bank, the Malappuram District Co-operative Bank did not join the fray. As the two-tier system had come into force, it was felt by the Government that one DCB cannot function independently under the scheme of the Act. In the said circumstances, the Government issued Ordinance No. 6 further bringing on amendments to Section 2(ia) and 74H of the Act. As the two-tier system had come into force, it was felt by the Government that one DCB cannot function independently under the scheme of the Act. In the said circumstances, the Government issued Ordinance No. 6 further bringing on amendments to Section 2(ia) and 74H of the Act. Post Ordinance No. 6 and 16 of 2020, Section 2, as amended, reads as follows: 3. Amendment of section 2 - In section 2 of the Principal Act: (i) for clause (ia) the following clause shall be substituted, namely:- “(ia) “District Co-operative Bank” means a central society having jurisdiction over one revenue district and having Primary Agricultural Credit Societies and Urban Co-operative Banks as its members and the principal object of which is to raise funds to be lent to its members, including nominal or associate members, which existed under this Act, immediately before the passing of the orders by the Registrar under sub-section (1) or sub-section (1)(a) of Section 74H and has ceased to exist by virtue of such orders: Provided that if the General Body of a District Co-operative Bank has not passed a resolution under Section 14A, it shall continue as such for a period of three months from the date of coming into force of this Ordinance or till the Registrar completes the process under clauses (a), (b) and (c) of sub-section (1) of Section 74H, whichever is earlier. 25. Section 74H as amended by Ordinance No. 16 of 2020 reads thus: 4. Amendment of Section 74H: In 74H of the Principal Act, after sub-section (1), the following clauses shall be inserted, namely:- (a) If the general body of a District Co-operative Bank has not passed the resolution under Section 14A, the Registrar may, after consulting Reserve Bank of India, order the merger of such District Cooperative Bank with Kerala State Co-operative Bank on public interest. No order shall be passed under this clause unless: (i) a copy of the proposed order of merger has been sent to the member society or member societies concerned by registered post and published the same in two vernacular dailies having wide circulation in the District in which the society situates, for their objections or suggestions. No order shall be passed under this clause unless: (i) a copy of the proposed order of merger has been sent to the member society or member societies concerned by registered post and published the same in two vernacular dailies having wide circulation in the District in which the society situates, for their objections or suggestions. (ii) the Registrar shall consider the objections/suggestions, if any, received from the society or societies concerned or from any member or creditor of such society or societies within such period, being not less than fifteen days from the date of posting of the proposed order of merger, as may be specified by the Registrar in this behalf. (b) the Registrar may after considering the objections/suggestions referred to in sub-clause (oi), make such modifications, in the proposed order as he may deem fit and the order shall contain such incidental, consequential and supplemental provisions as the Registrar may deem necessary, to give effect to the same. (c) a member or creditor who has objected the proposed order under clause (b) shall have the option of withdrawing his share and/or deposits or close loans, as the case may be, on application, which shall be made to the society, to which its share, deposit or outstanding loan stands allocated, within a period of thirty days from such order. 26. The implication of the amendment to Section 2 (ia) and Section 74H is that if the general body of a District Co-operative Bank does not pass the resolution under Section 14A, the Registrar may, after consulting the Reserve Bank of India, order the merger of such District Co-operative Bank with Kerala State Co-operative Bank on public interest. However, the registrar is required to send a copy of the proposed order of merger to the member society or member societies concerned by registered post and issue a public notice in two vernacular dailies seeking objections or suggestions. The objections and suggestions, if any, are to be considered within such period, which shall not be less than 15 days, and after considering the objections/suggestions referred to above, the registrar is to make such modifications in the proposed order as he may deem fit with such incidental, consequential and supplemental provisions as the Registrar may deem necessary. The objections and suggestions, if any, are to be considered within such period, which shall not be less than 15 days, and after considering the objections/suggestions referred to above, the registrar is to make such modifications in the proposed order as he may deem fit with such incidental, consequential and supplemental provisions as the Registrar may deem necessary. A member or creditor who has objected to the proposed order under clause (b) shall have the option of withdrawing his share and/or deposits or close loans, as the case may be, on application, which shall be made to the society, to which its share, deposit or outstanding loan stands allocated, within a period of thirty days from such order. 27. The first Ordinance was promulgated on 17.2.2020. However, due to various circumstances, the Bill to replace the Ordinance could not be passed. It was re-promulgated to keep alive the provisions of the Ordinance. 28. It is at this juncture that these writ petitions have been filed challenging the Ordinance. 29. The contention of those petitioners, who impugn the ordinance are as follows: (i) The final authority of society vests in the General Body of its members. As per Act 1 of 2019, a resolution by a simple majority in a Special General Body of the DCB was required to proceed with the proposal for amalgamation. The General Body of Malappuram DCB, in unequivocal terms, rejected the amalgamation resolution. With a view to undermine the democratic functioning of the DCB, the ordinance was issued thereby reducing Section 14A of the Act into a dead letter. The ordinance is clearly in violation of Section 14A, 20 and 27 of the Act, and are ultra-vires of Act. (ii) While granting in principle approval, the Reserve Bank had imposed various conditions to protect the interest of the shareholders of the amalgamated Bank, prominent among them was that the resolution should be passed by two-thirds members of the SCB and each DCBs. NABARD had also imposed certain conditions which had to be scrupulously complied with. Those conditions are in consonance with the concept of member participation and promotion of cooperative societies with Democratic Control and Professional Management as envisaged in Article 43B of the Constitution of India as inserted through the 97th constitutional amendment. NABARD had also imposed certain conditions which had to be scrupulously complied with. Those conditions are in consonance with the concept of member participation and promotion of cooperative societies with Democratic Control and Professional Management as envisaged in Article 43B of the Constitution of India as inserted through the 97th constitutional amendment. It is in order to overcome the stringent conditions stipulated by the RBI and NABARD that the Government took steps to amend the provisions of the Act. (iii) The insertion of Section 74H is ex facie unconstitutional and beyond the legislative competence of the State as it takes away the fundamental rights under Article 19(1)(c) and the constitutional obligation of the State as provided under Article 43B of the Constitution of India. (iv) The amendment brought to the Act is discriminatory, manifestly arbitrary as it confines itself to the DCB alone and is therefore violative of Article 14 of the Constitution. (v) By conferring powers on the Registrar to pass orders of amalgamation, the rights of the members to function with autonomy has been interfered with. This is clearly against the right of the society to have democratic control over the affairs of the society. The character of the society is taken away in its entirety and the entire assets are taken away. (vi) By the Ordinance, the resolution on amalgamation required to be taken under Section 14A has been reduced into a dead letter. The consequence is that even if a resolution has been taken by the special general body refusing to transfer the assets, the DCB will be forcefully amalgamated with the KSCB. In view of the 97th Constitutional amendment, any steps taken for compulsory amalgamation will fall foul and would be against the basic concept of a co-operative society. (vii) The Ordinance is designed solely for the purpose of overturning the decision of the General Body of the Malappuram District Co-operative Bank which had resolved by an overwhelming majority not to amalgamate with the KSCB. (viii) The Registrar of Co-operative Society is only a statutory functionary and he cannot be conferred with powers to interfere with the administration and management of a co-operative society. When the right to form a co-operative society is elevated to a constitutional right, the State legislature will not have any competence to take away the constitutional right and all that they can do is exercise the regulatory power. When the right to form a co-operative society is elevated to a constitutional right, the State legislature will not have any competence to take away the constitutional right and all that they can do is exercise the regulatory power. (ix) Ordinance No. 6 of 2020 was promulgated by the Governor of Kerala on 14.1.2020. Since a Bill to replace the said Ordinance as an Act of the State legislature was not introduced and passed by the Legislative Assembly, Ordinance No. 16 of 2020 was promulgated on 17.2.2020. Since the said Ordinance also could not be replaced by a Bill during the Assembly Session, Ordinance No. 20 of 2020 was promulgated on 31.3.2020. Later, by incorporating minor modifications, Ordinance No. 27 of 2020 was promulgated on 9.4.2020 increasing the time frame given to DCB to pass resolution to one year. This Ordinance also was not replaced by a Bill. In the said circumstances, Ordinance No. 58 of 2020 was promulgated on 26.9.2020. It was again re-promulgated vide Ordinance No. 24 of 2021. It is contended that the power of the Governor to re-promulgate Ordinances for an indefinite period of time under Article 213 of the Constitution cannot be perverted to serve political ends and if the same is done, it would clearly be a fraud on the constitutional provision. 30. The petitioners in W.P. (C) Nos. 33596 of 2019 and 20371 of 2020 are societies registered as Primary Agricultural Credit Societies and Urban Co-operative Banks which are affiliated to the Malappuram District Co-operative Bank. They contend that they are aggrieved by the stalemate which has occurred due to the stand taken by the Malappuram DCB in not passing the resolution in terms of Section 14A of the Act. They support the amendment to the Act by way of the Ordinance and they have raised the following contentions to substantiate their stand: (i) After the transformation of the Short Term Co-operative Credit Structure (STCCS) from a three tier structure to a two tier structure, the Malappuram DCB cannot practically exist as a DCB. (ii) The consequence of the Malappuram DCB standing as an independent DCB would be that the functioning of the member societies such as the petitioners in the writ petition would be adversely affected and they would be deprived of their rights and privileges. Even their existence would be in peril. (ii) The consequence of the Malappuram DCB standing as an independent DCB would be that the functioning of the member societies such as the petitioners in the writ petition would be adversely affected and they would be deprived of their rights and privileges. Even their existence would be in peril. (iii) The denial of the innovative initiatives of the Government in the credit sector to the societies in one District would result in an anomalous situation. (iv) More than 90% of the District Co-operative Banks have wholeheartedly endorsed the amalgamation process. In that view of the matter, the DCB in one District cannot take a stand to scuttle the merger process purely on political consideration. 31. W.P. (C) Nos. 571 of 2020 and 1916 of 2020 are filed by the employees of the Malappuram DCB seeking for a direction to the Government to take immediate steps to complete the process of merger and to amalgamate the Malappuram DCB with a newly formed Kerala State Cop-operative Bank. They have also sought for direction to the respondent to include the petitioners in the cadre integration process contemplated under 74H of the Act with effect from the date of amalgamation by merger of 13 other erstwhile DCBs with the KSCB. In W.P. (C) No. 571 of 2020, the writ petitioners have also sought for a direction to the respondents not to exclude the staff of the Malappuram DCB from the staff integration process of the newly framed KSCB without getting prior permission from this Court. The following contentions are canvassed in the writ petitions by the writ petitioners: (i) The legislature in its collective wisdom has perceived that the amalgamation of all the DCBs with the KSCB would be in the best interest of the Short Term Co-operative Credit Structure in the State and it was in the said circumstances that legislative measures have been taken. One bank alone cannot refuse to join the fray and stand by itself. (ii) The petitioners being the regular employees of one among the 14 DCBs in the State of Kerala cannot be deprived of the benefits and privileges that would have accrued to the employees of those banks due to the Cadre Integration provided for in Section 74H. (iii) The transfer of assets and liabilities would not affect the autonomous character of the Society. (iii) The transfer of assets and liabilities would not affect the autonomous character of the Society. The only consequence is that instead of them being affiliated with the Intermediary DCB, the PACB will directly be affiliated with the KSCB. This would only be advantageous to the employees of the DCB. (iv) About 123 Primary Societies and 7 Urban Banks with more than 1.5 Million depositors come under the Malappuram DCB. By keeping away from the amalgamation process, the societies as well as the depositors are deprived of the benefits and advantages that are likely to accrue to them. 32. A counter affidavit has been filed by the 5th respondent in W.P. (C) No. 6639 of 2020 and an adoption memo has been filed in the other cases. It is contended that the Government of Kerala has laid down its policy to de-layer the Short Term to Credit Structure by a pronouncement of the Governor of Kerala on the floor of the Assembly on 24.6.2016. In pursuance to such a declaration, an expert committee was appointed which was headed by Sri. Sriram, an eminent scholar in Public Policy Research in the Indian Institute of Management, Bangalore. Eminent banking experts were members of the Committee. The Committee submitted its report on 28.4.2017. In the report, lacunae in the credit structure as prevailing in the STCCS were highlighted. It was pointed out that the status of adoption of technology in the three tier Co-operative banking structure is inadequate to meet the requirements of a modern bank. The experts came to the conclusion that it would be extremely costly for each DCB to acquire, continuously update, upgrade and maintain the technology solution on a standalone basis. The modern banking which includes multiple channels, services, products and analytics require several enterprise applications to be plugged into the core banking solution. Approvals are required to be obtained for the above purpose. The approval will require updating the technology solutions on a continuous basis. It was suggested that in order to establish a strong, vibrant, technology driven and professionally managed universal bank in the cooperative sector with proper governance and business plans, the DCBs are to be merged with the KSCB. It is stated that the Government after studying the report initiated steps to de-layer the process to achieve the following objectives: (a) To deliver modern banking products such as mobile banking, internet banking, ATM facilities etc. It is stated that the Government after studying the report initiated steps to de-layer the process to achieve the following objectives: (a) To deliver modern banking products such as mobile banking, internet banking, ATM facilities etc. in an efficient and cost effective manner. (b) To have a more advanced and cost effective unified platform to compete and survive in the market. (c) To establish a strong, vibrant, technologically driven and professionally managed full service universal bank in the Cooperative Sector with proper governance, systems and business plans in place. This would cater to the needs of the people of Kerala and enable them to carry out mainstream banking activities. (d) By removing the middle tier, the agricultural refinance facility provided by NABARD would result in interest savings to the tune of at least 1% and the ultimate beneficiary would be the farmer community. (e) Reduction in administrative costs consequent to removal of the middle tier. (f) To attract the new generation populace with technologically driven modern banking practices. 33. In order to achieve the objectives, a detailed proposal was submitted to the RBI seeking approval for merging the DCBs with the KSCB. The RBI was also requested to provide guidelines on the regulatory, financial, technological and legal requirements to be complied with for bringing out the transition. 'In principle' approval was granted by the RBI to amalgamate 14 DCBs with the KSCB subject to fulfilment of certain conditions. Among other conditions, the RBI insisted that the due process as required under the provisions of the State Co-operative Societies Act and the Rules framed thereunder shall be followed in letter and spirit. In tune with the mandate, the Government brought out certain amendments to the Kerala Co-operative Societies Act, 1969 by incorporating Section 14A and Section 74H. Special general body was convened and 13 DCBs approved the resolution permitting the transfer of assets and liabilities of DCBs to KSCB. However, the Malappuram DCB did not pass resolution in terms of Section 14A. The Government therefore, took a decision to extend the benefits of de-layering to the cooperatives in Malappuram District as well. One more chance was granted to the Malappuram DCB to consider passing the resolution under Section 14A of the Act. However, they did not choose to pass any resolution. 34. The Government therefore, took a decision to extend the benefits of de-layering to the cooperatives in Malappuram District as well. One more chance was granted to the Malappuram DCB to consider passing the resolution under Section 14A of the Act. However, they did not choose to pass any resolution. 34. In respect of 13 DCBs which had adopted the resolution under Section 14A, a formal application for amalgamation was submitted to the RBI by the State. The RBI accorded final approval to the proposal of the Government of Kerala to amalgamate 13 DCBs with the KSCB on 7.10.2019. The challenge raised before this Court against the amendment brought into the Co-operative Societies Act was repelled by this Court by judgment dated 29.11.2019. After completing the statutory requirement, the Registrar of Co-operative Societies issued an order approving the resolution passed by the General bodies of DCBs under Section 14A of the Act. Orders were also passed to amalgamate 13 DCBs with KSCB by transferring assets and liabilities of DCBs with KSCB as contemplated under Section 74H of the Act. The amalgamated entity came into existence on 29.11.2019 and started functioning as per its bylaws, as adopted in its first general body, which was convened on 20.1.2020. 35. After the amalgamation of the 13 DCBs, the Malappuram DCB remained outside the purview of the KSCB. On the adoption of the two tier system of functioning of the STCCS in the State, it was felt that one DCB cannot continue to function under the old system. It is taking note of the said anomaly that the Government decided to further amend the provisions of the Act to provide for the merger of the Malappuram DCB with sufficient safeguards as provided in the Ordinance. According to the 5th respondent, the provisions contained in Section 14A and 74H will in no way violate the general provisions contained in Section 20 and 27 of the Act. It is contended that a central society will have no right or power under the Act of 1969 to resist the restructuring of the co-operative credit structure brought out in public interest. 36. It is further contended that though a citizen has a right to form a co-operative society, he has no right under the constitution to form a central society against the provisions of the Act. 36. It is further contended that though a citizen has a right to form a co-operative society, he has no right under the constitution to form a central society against the provisions of the Act. It is also contended that the amalgamation of central society with the Apex Society will not fall foul of Article 43B of the Constitution. On the other hand, the amendments are perfectly in tune with the ideals enshrined under Article 43B and will not conflict with the principles enumerated in the preamble and Schedule II of the Act. The 5th respondent would contend that the PACS, which were earlier members of the DCB, are now on a better and higher pedestal as they are made affiliated members of the SCB thereby strengthening the adherence to the principles of democratic functioning. 37. It is contended that the DCB as well as the KSCB are governed by the Co-operative Societies Act. Since the DCB is a creation of the statute and the same is controlled by the statutory provisions, there cannot be any objection to statutory interference with its composition. The amendments have been brought about without sacrificing the rights and privileges of the co-operatives and the challenge raised against the same is untenable is the contention. 38. It is further contended that the Government has the power to make structural adjustments through legislation to ensure that the Co-operative societies operate in a professional and competitive manner. Co-operative society is a subject matter in the State List and the amendments made in the Cooperative Societies Act are within the legislative competence of the State and therefore cannot be subjected to any challenge as has been done in the instant case. It is further contended that the ordinance would not in any way infarct the fundamental rights of any citizen or violate any provision of the Constitution. 39. A memo was filed before this Court seeking to adopt the counter in W.P. (C) 6639 of 2020 in the other cases as the contentions raised in all the cases to impugn the Ordinance were identical. However in W.P. (C) No. 4882 of 2021 an additional statement was filed to place the reasons which led to the re--promulgation of the ordinance on more than one occasion. It is stated that Amendment Ordinance 6 of 2020 was promulgated on 15.01.2020. However in W.P. (C) No. 4882 of 2021 an additional statement was filed to place the reasons which led to the re--promulgation of the ordinance on more than one occasion. It is stated that Amendment Ordinance 6 of 2020 was promulgated on 15.01.2020. After the said Ordinance, the 18th session of the Kerala legislative assembly was convened on 29.01.2020 to 12.2.2020 to approve the budget. During that period the bill to replace the ordinance could not be passed and accordingly Ordinance No. 16 of 2020 was promulgated by the Governor. Thereafter the Kerala legislative assembly was in session from 02.03.2020 to 13.03.2020. This session was convened to complete the process in connection with approval of the budget. The session had to be stopped due to the spread of Covid-19 pandemic and the subsequent lockdown. To keep alive the provisions of the Ordinance, the Kerala Co-operative Societies (Amendment) Ordinance, 2020 was promulgated by the Governor on 01.04.2020 and published as Ordinance No. 20 of 2020. It is stated that due to the lockdown, the merging process as envisioned could not be completed within a period of three months from the date of commencement of the ordinance as stipulated in the ordinance itself. In the said circumstances, the Government decided to extend the time for completing the merging process. As the legislative assembly of the State of Kerala was not in session and as the said provision had to be given effect immediately, the Kerala Co-operative Societies (Second Amendment) Ordinance, 2020 was promulgated by the Governor on the 9th day of April, 2020 and the same was published as Ordinance No. 27 of 2020. After the promulgation of Ordinance No. 27 of 2020, a one-day session was convened on 24.8.2020 to fulfil the constitutional obligations. As it was inevitable to issue an order to keep alive the provision of the ordinance, the Kerala Co-operative Societies (Second Amendment) Ordinance was promulgated on 26th day of September, 2020 and published as Ordinance No. 58 of 2020 on 28.09.2020. It is stated that after the said ordinance, a one-day session was held on 31.12.2020 and in continuation of that session, budget session was held from 08.01.2021 to 28.01.2021. The Kerala Co-operative Societies (Amendment) Bill, 2021 to replace the ordinance was published as Bill No. 274 to facilitate the passage of the bill. It is stated that after the said ordinance, a one-day session was held on 31.12.2020 and in continuation of that session, budget session was held from 08.01.2021 to 28.01.2021. The Kerala Co-operative Societies (Amendment) Bill, 2021 to replace the ordinance was published as Bill No. 274 to facilitate the passage of the bill. However, due to the sudden spread of Covid-19 pandemic, the assembly session was abruptly stopped on 22.01.2021 much ahead of the scheduled date. On account of the above situation and in order to keep alive the provisions of the ordinance, the Kerala Co-operative Societies (Second Amendment) Ordinance 2021 was promulgated as Ordinance No. 24 of 2021 on 16.2.2021. 40. In the statement filed by the Malappuram DCB, 7th respondent, it is contended that after the amalgamation, the KSCB has initiated steps as per which the members of the PACS are getting agricultural loans at 6% whereas it was 7% under the 3 tier system. It is stated that the Malabar DCB is in a disadvantaged position as they are not in a position to provide such attractive rates of interest. It is further stated that the RBI has introduced various value added services involving the latest advances in technology which can be implemented easily by the KSCB. It is further stated that the Malappuram DCB may find it difficult to exist by itself in view of the changes that have taken place. It is further stated that in the present economic scenario, the concept of Kerala Bank is inevitable and it was held so by this Court while repelling the earlier challenge. 41. The Assistant General Manager, the Reserve Bank of India, as authorised has filed a counter affidavit. It is stated that the Chief Secretary of the State had sought for “in principle” approval for taking forward the proposal for converting the three-tier structure to a two-tier system by merging 14 DCB’s with KSCB and for transforming them into a single entity to act as a full service universal bank in the cooperative structure offering all traditional and technology enabled products and services to the people of Kerala. The Reserve Bank of India had laid down in the conditions of 'in principle' approval that the scheme of amalgamation shall be presented to the Members and Creditors. The Reserve Bank of India had laid down in the conditions of 'in principle' approval that the scheme of amalgamation shall be presented to the Members and Creditors. The Government later informed the RBI that the resolution was approved by 13 out of the 14 DCB’s. It is further stated that the RBI was informed by the Registrar of Co-operative societies, the Government of Kerala had issued Ordinance No. 6 of 2020 amending Section 74H of the Kerala Co-operative Societies Act in order to amalgamate Malappuram DCB in public interest in consultation with the RBI. It is further stated that on the basis of the assurance given by the Government of Kerala by letter dated March 30,2018, seeking to grant final approval for the amalgamation of the DCB’s in the State with KSCB, the RBI examined the request in consultation with NABARD and thereafter accorded final approval vide letter dated 7.10.2019. Additional conditions such as infusing additional capital for ensuring compliance with the Capital adequacy norms on an ongoing basis, determining swap ratio for shares in the amalgamated bank based on net worth of the amalgamating DCB’s etc. were insisted with. The Government was vide Exhibit R1(a) advised to submit a status report on the conditions of final approval to the Reserve Bank of India through NABARD by 31.3.2020. It is further stated that the Government of Kerala vide its letter dated 26.03.2020 has informed the RBI through NABARD of the actions taken by the Government of Kerala, the Registrar of Co-operative Societies and the KSCB on the conditions of final approval mentioned in the letter dated 7.10.2019 and sought for extension of time for completing the amalgamation process. The Reserve Bank of India as per email dated 8.4.2020 granted extension of time for final approval. It is further stated that later by letter dated 12.06.2020, the Government of Kerala has informed the RBI that the Government of Kerala as well as the KSCB have been taking various steps for completing the amalgamation process and sought for extension of validity of final approval beyond 30.06.2020 and the same is being considered by the RBI. 42. An additional statement was filed by the seventh respondent, the Malappuram DCB wherein it is stated that the functioning of the bank is still being regulated and supervised by the Reserve Bank of India. 42. An additional statement was filed by the seventh respondent, the Malappuram DCB wherein it is stated that the functioning of the bank is still being regulated and supervised by the Reserve Bank of India. It is stated that NABARD has sanctioned 200 crores to the bank under the Direct Refinance Scheme to DCBs and an amount of Rs. 50 crores is credited to the account of the bank. It is stated that the formation of the KSCB, as well as the amendment of the provisions of the Act has not in any way affected the smooth functioning of the bank. 43. Sri. George Poonthottam, the learned Senior Counsel who led the arguments for the petitioners who have challenged the vires of the amendment, forcefully contended that in the light of the 97th amendment to the Constitution, establishing a Co-operative Society has become a fundamental right. It is contended that apart from inserting Co-operative societies in Article 19(1)(c), Article 43B has been incorporated in Part IV of the constitution dealing with Directive Principles of State Policy. In view of the constitutional amendment, the entire law concerning Co-operative Societies had to be restructured to fall in line with the principles laid down thereunder and by Part IX B, the State legislature was empowered to make laws for incorporation, regulation and winding up of Co-operative societies based on the principles of democratic member control, member economic participation and autonomous functioning. It was argued that by the impugned Ordinance, the democratic right of a member has been taken away and the basic framework of the co-operatives have been destroyed. It was further argued that Ext.P9 Ordinance is beyond the legislative competence of the State legislature as there cannot be a provision for compulsory amalgamation of a Co-operative Society under the directive of the Registrar overlooking the 97th Constitutional amendment. In other words, the contention is that the essence of the cooperative principles have been eroded and provisions have been made for executive interference. 44. The learned counsel would then contend that a close examination of the provisions of the Act would disclose that the object and purpose of the Act is to permit a society registered under the Act to function as a body corporate having perpetual succession. 44. The learned counsel would then contend that a close examination of the provisions of the Act would disclose that the object and purpose of the Act is to permit a society registered under the Act to function as a body corporate having perpetual succession. He would refer to the judgment of this Court in Raghavan Nair vs. Joint Registrar of Co-operative Societies, 1998 (2) KLT 1068 and it was pointed out that the Socities functioning under the Act and Rules are not bodies created by the Act or under the Rules. They are bodies which owe their origin to their members, and that they are functioning only in accordance with the provisions of the Act, Rules and bye-laws framed. Reliance is also placed on P. Bhaskaran vs. Additional Secretary, 1987 (2) KLT 903 wherein a Full Bench of this Court had occasion to hold that the Societies have got legal existence de hors the Act and Rules. According to the learned Senior Counsel, the managing committee of a society is not functioning under the Registrar or Government or the representatives appointed by them. The management of a society is under the effective control of a committee elected by the members of a society, and members in turn constitute a general body. Relying on the judgment of the Apex Court in Thalappalam Service Co-operative Bank Ltd. vs. State of Kerala, (2013) 16 SCC 82, it was argued that the Apex Court highlighted the rights of the citizens to form Co-operative Societies voluntarily, the said right being elevated to that of a fundamental right, and the State was required to endeavour to promote their autonomous functioning. It is contended that by bringing on the amendment, the attempt of the Government is to usurp the powers of the General Body of the Society and thereby the rights of the individual members. According to the learned Senior Counsel, while granting ‘in principle’ sanction, the RBI had imposed certain conditions, which have all been disregarded while bringing on the impugned ordinance. To get over the requirement of a voluntary resolution by the general body before proceeding with the amalgamation process, by the impugned Ordinance, the Registrar has been granted the power to ignore the resolution and to order forceful amalgamation. To get over the requirement of a voluntary resolution by the general body before proceeding with the amalgamation process, by the impugned Ordinance, the Registrar has been granted the power to ignore the resolution and to order forceful amalgamation. Referring to the sequence of events which led to the promulgation of the ordinance, it is argued that the Ordinance is designed for the sole purpose of overturning the decision of the general body of the Malappuram District Co-operative Bank which refused to budge to the decision of the Government to join the KSCB. 45. The learned senior counsel would then refer to the report in D.C. Wadhwa and Others vs. State of Bihar, (1987) 1 SCC 378 and it was argued that though the Governor has powers to issue Ordinance while the legislature was not in session when adequate circumstances exist, the Executive could not continue with the provisions of the Ordinance without going to the legislature. It is contended that the Ordinance was re-promulgated several times in spite of the fact that the legislative committee had occasion to meet and pass several bills during this period. According to the learned Senior Counsel, this is a serious case of misuse of power conferred on the executive authority of the State and is clearly a fraud on the constitution. In the instant case, the Ordinance was re-promulgated not less than four times without placing it before the legislative committee and on that sole ground, interference is warranted. 46. Sri. K.K. Ravindranath, the learned Additional Advocate General, submitted that an enactment can be challenged only for want of legislative competence, infraction of fundamental rights and violation of any express provision in the Constitution. It is contended that even the petitioners have no case that the State has no legislative competence to bring out the amendment. According to the learned Additional Advocate General, the amendment was necessitated to accomplish the policy of the Government to delayer the Short Term Credit Structure and to provide a modern banking facility to compete with commercial banks in the Co-operative sector. It is contended that though a citizen has the fundamental right to form a Co-operative society, the said right cannot be extended to a primary Co-operative Society to get themselves to form or get affiliated to a central Society, which right is controlled and regulated by the provisions of the Statute. It is contended that though a citizen has the fundamental right to form a Co-operative society, the said right cannot be extended to a primary Co-operative Society to get themselves to form or get affiliated to a central Society, which right is controlled and regulated by the provisions of the Statute. It is contended that no one, or for that matter, the Managing Committees of DCBs which have mounted the challenge, can claim that they have a fundamental right to carry on banking business. The DCB being nothing more than a creation of the parent statute, if the legislature deems it necessary to withdraw the sanction so granted to further public interest, they can perfectly well do it, contends the Additional Advocate General. 47. Expatiating his arguments further, Sri. K.K. Ravindranath contended that the assertion of the petitioners that the Co-operative principles enunciated under Schedule II framed under Section 2(eccc) has been violated has no basis, as, in order to run the Co-operative Society in a professional and competitive manner, the Government has the power to make structural adjustments through legislation. By removing the middle tier as suggested by a team of experts to streamline the STCCS, what is envisaged is that the PACS and urban banks which have close connection with the grass root level can have the words heard at the Apex level without routing it through middlemen. Reliance is placed on the principles laid down in Abdul Salam vs. State of Kerala, 2018 (3) KLT 507 and Philip vs. State of Kerala, 2008 (2) KLT 555 and it was argued that the representatives of the people are the best judges of what is good for the people and that the wisdom of the legislature should be permitted to prevail. Relying on the judgment of the Apex Court in R.K. Garg vs. Union of India, (1981) 4 SCC 675 , it was argued that it is not for the Court to sit in appeal over the wisdom of the legislature as the legislature is deemed to understand and correctly appreciate the need of its own people. 48. Relying on the judgment of the Apex Court in R.K. Garg vs. Union of India, (1981) 4 SCC 675 , it was argued that it is not for the Court to sit in appeal over the wisdom of the legislature as the legislature is deemed to understand and correctly appreciate the need of its own people. 48. The learned Additional Advocate General would then point out that while considering the constitutionality of a law, the court is required to take into consideration matters of common knowledge, matters of common report, the history of the times and may assume the state of facts which can be conceived to exist at the time of legislation. These aspects were considered in great detail by a learned Single Judge of this Court in Abdurahiman P and Others vs. State of Kerala and Others, 2020 (1) KHC 507 wherein while repelling the challenge raised to the vires of Section 14A of the Kerala Co-operative Societies Act, it was held that the amendments would sub-serve the cooperative principles as well as the spirit of the 97th amendment to the Constitution. 49. Smt. Sumathi Dandapani, the learned Senior Counsel who appeared for the Reserve Bank of India, submitted that the RBI has examined the request made by the Government and in consultation with NABARD and have accorded final approval vide letter dated 7.10.2019. It is submitted that the RBI has been monitoring every action to ensure that the amalgamation process is seamless and that all necessary conditions are complied with and they are in tune with the provisions of the Act and the Rules. 50. Sri. T.A. Shaji, the learned senior counsel appearing for the petitioners in W.P. (C) Nos. 33596/2019, 1916/2020 and 33596/2020 supported the submissions of the learned Additional General and it was argued that the contentions advanced by the parties who impugn the ordinance have no merits. According to the learned senior Counsel, the Government was well within its powers to devise steps to further the amalgamation process and to transfer the assets of the Malappuram DCB to the KSCB. It is contended that 13 DCBs have passed the resolution to amalgamate their assets with the KSCB. Malappuram DCB cannot by itself operate separately after the transformation to a two tier structure. It is contended that 13 DCBs have passed the resolution to amalgamate their assets with the KSCB. Malappuram DCB cannot by itself operate separately after the transformation to a two tier structure. It is further contended that while the entire people of the State are provided the benefits of the innovative initiative of the Government, denial of the same to the residents of the Malappuram area would be discriminatory. It is further argued that the regular employees of Malappuram DCB would be deprived of the benefits and privileges that would have accrued to the employees of those banks due to the Cadre Integration provided for in Section 74H. 51. Having detailed the sequence of events and the rival contentions, the following issues arise for consideration: 1. Whether Section 74H(a) (a) and the proviso to sub-section 2 (ia) introduced vide the impugned ordinances are beyond the legislative competence of the State? 2. The formation of a co-operative society having been elevated to the status of a fundamental right, will not the action for amalgamation other than by a voluntary act of parties infringe the fundamental right under Article 19(1)(c) and rights to be protected under Article 43B of the Constitution of India? 3. Isn't the amendment selective, arbitrary and discriminatory as the same is confined to DCB’s alone and thereby violative of Article 14 of the Constitution of India? 4. “Voluntary and open membership” and “democratic member control” and “Autonomy and Independence” being the edifice of Co-operative identity, values and principles, will not the impugned amendment erode the co-operative principles envisioned under Clause (eccc) of Section 2 of the Kerala Co-operative Societies Act? 5. Whether the Kerala Co-operative amendment Ordinances from Ordinance No. 6 of 2020 to Ordinance No. 24 of 2021 by re-promulgation is a colourable exercise of power liable to be struck down as unconstitutional and void? 52. Before delving into the legal contentions, it would be apposite to mention that the materials before this Court would reveal that in the year 2016, the Government decided in principle to explore the possibility of forming a Kerala Co-operative Bank by amalgamating/merging the Kerala State Co-operative Bank and 14 District Co-operative Banks. An expert committee was constituted for submitting a detailed report after studying the various aspects of the formation of the Kerala Co-operative Bank. An expert committee was constituted for submitting a detailed report after studying the various aspects of the formation of the Kerala Co-operative Bank. There is no dispute that the experts who were appointed had good credentials and were competent to study the ills that were plaguing the co-operative sector and provide a guiding light to set up a modern technologically oriented Bank in the co-operative sector which was capable enough to compete with commercial banks. The details of the experts whose service was sought by the Government lays bare the laudable intentions of the Government: 1. M.S. Sriram, Professor, IIM Bangalore. 2. Sri. V.S. Senthil, IAS, Additional Chief Secretary, Planning Dept. 3. Sri. C.P. Mohan, Chief General Manager, (Retd) NABARD. 4. Sri. T.P. Balakrishnan, General Manager (Retd.) Union Bank. 5. Sri. P. Venugopal, IAS, Special Secretary, Co-operative Department. 53. The expert committee after looking into various aspects prepared a detailed scheme for merger, incorporating all assets and liabilities of 15 Banks (14DCB and KSCB), the status of Human Resources in the DCB and the KSCB, the present status of Technology in each Bank, possible technology expansion, suggestions for ensuring compliance with the statutory and legal requirements for getting approval from the RBI and NABARD, a detailed vision for the KSCB, introduction of new products and services, modes of post merger linkages with primary banks and other cooperatives etc. 54. The expert committee came to the conclusion that the function of the DCBs and KSCB are essentially the same as they were both federal institutions that were expected to balance the residual business of the lower tier institutions and to undertake such functions that the lower tier institutions like the PACS were unable to take up due to their small size. In their report they concluded that it made good sense to consolidate the banking activities that do not have an interface with the individual member, into a federal co-operative so that the stakeholders could benefit from the size. The PACS were to adhere to the principles of user member controlled organisation and the State Level entity was envisaged as a bank owned by the co-operatives serving the co-operative sector, managed professionally and following all the requirements of a modern bank. The PACS were to adhere to the principles of user member controlled organisation and the State Level entity was envisaged as a bank owned by the co-operatives serving the co-operative sector, managed professionally and following all the requirements of a modern bank. The PACS were to have an existence of their own, could garner local resources and deploy them within their area of operation and were to be dependent on the upper tier only for managing their surpluses and borrowing in case of need. The committee noted further that DCB’s are individually small when compared to modern banks and had no competitive advantage by way of its size. They concluded that two layers of co-operatives, one at the top most tier and the other at the middle tier, only meant that the overall co-operative structure would have significantly higher costs. Though the co-operatives were on a Core banking Solution, it was found that there was some level of opacity in the data. The committee also took note of the reluctance on the part of the RBI to involve co-operatives in the demonetisation process as it was felt that the co-operatives were weakly governed. It was felt by the committee of experts that the cooperatives were facing a reputational loss on all accounts and by removing the middle tier, the entire structure could be streamlined and the co-operative system in the State could be made much more vibrant and responsive. Moreover, without value added services of modern financial systems, the co-operatives were bound to become irrelevant and by a proper consolidation, it would be possible for the co-operative structure to be able to compete with modern banks. And more importantly, it was noted that the current governing structure had the potential for interested persons grabbing the management and diverting loans. It was considered important to have a robust governance system so that the cooperative system is able to attract more people and also to invest their savings and instruments with confidence. The proposed KSCB envisaged as per the report is a modern bank meant for the common people of Kerala including farmers, women, younger generation, small and micro entrepreneurs, non resident Indians etc. The Bank is envisioned as one which will provide all products and services of a modern information technology enabled bank. The proposed KSCB envisaged as per the report is a modern bank meant for the common people of Kerala including farmers, women, younger generation, small and micro entrepreneurs, non resident Indians etc. The Bank is envisioned as one which will provide all products and services of a modern information technology enabled bank. The objective was to provide the entire bouquet of banking products and services as well as financial products to the customers as well as members of the PACS. The analysis revealed that the consolidation process would cut down costs of technology, administrative costs, and financial costs significantly and the Bank could effectively compete with commercial banks and provide more ethical and friendly banking products at non exploitative rates. The Committee examined the recommendations of the earlier committees, studies and experiences elsewhere in the world came to the conclusion that it is possible to consolidate the cooperative structure without compromising on the cooperative nature of the structure. 55. To bring into fruition the recommendations of the expert Committee and the policy of the Government, amendment was brought to Section 2(ia) which defines District Co-operative Bank and Section 14A and 74H of the Act was inserted. The Ordinance was placed before the legislature and the same was notified as Act 1 of 2019. Section 14A provided for the transfer of assets and liabilities of the DCBs to the KSCB. A resolution had to be passed by the DCB to transfer assets and liabilities to the KSCB by a simple majority of the members present and voting at the Special General Body. As and when the resolution is passed to transfer assets and liabilities to the KSCB, the Registrar is bound to order amalgamation of the DCB with the KSCB. On 7.3.2019, the General Bodies of 13 DCBs passed resolutions giving assent to the transfer of their assets and liabilities to the KSCB and adopted the scheme of amalgamation presented before them. The resolutions were forwarded to the KSCB and the same was accepted. Insofar as the Malappuram District Co-operative Bank is concerned, the members present in the general body, by an overwhelming majority, rejected the proposal for amalgamation. 56. Insofar as the other societies are concerned, after completing the procedure as envisaged, the Registrar of Co-operative Societies by proceedings dated 29.11.2019 approved and ordered the amalgamation of 13 DCBs with the KSCB. Insofar as the Malappuram District Co-operative Bank is concerned, the members present in the general body, by an overwhelming majority, rejected the proposal for amalgamation. 56. Insofar as the other societies are concerned, after completing the procedure as envisaged, the Registrar of Co-operative Societies by proceedings dated 29.11.2019 approved and ordered the amalgamation of 13 DCBs with the KSCB. The amalgamated entity came into existence on 29.11.2019 and started functioning as per the bye-laws. 57. However, the Malappuram District Co-operative Bank did not pass a resolution as contemplated under Section 14A to amalgamate the DCB with the KSCB. As all the DCB’s except the Malappuram DCB amalgamated with the KSCB, the Government felt that to give full effect to their vision of a Kerala Bank and in public interest, one DCB cannot function independently under the scheme of the Act. It is in the said circumstances that the Government issued Ordinance No. 6 further bringing on amendments to Section 2(ia) and 74H of the Act. As per the amendment, if the general body of a District Co-operative Bank has not passed the resolution under Section 14A, the Registrar may, after consulting Reserve Bank of India, order the merger of such District Co-operative Bank with Kerala State Co-operative Bank on public interest. Before passing such order a copy of the proposed order of merger is to be forwarded to the member society or member societies concerned by registered post and the same is to be published in two vernacular dailies having wide circulation in the District in which the society situates, for their objections or suggestions. The Registrar is required to consider the objections/suggestions, if any, received from the society or societies concerned or from any member or creditor of such society or societies within such period, being not less than fifteen days from the date of posting of the proposed order of merger. After considering the objections/suggestions the Registrar is empowered to make such modifications in the proposed order as he may deem fit. As per the provisions, a member or creditor who has objected to the proposed order under clause (b) would have the option of withdrawing his share and/or deposits or close loans and the society is bound to allocate the share within a period of thirty days. 58. As per the provisions, a member or creditor who has objected to the proposed order under clause (b) would have the option of withdrawing his share and/or deposits or close loans and the society is bound to allocate the share within a period of thirty days. 58. The facts now being clear, the question is whether the ordinance can be invalidated on any of the grounds raised by the petitioners before this Court. 59. A law made by Parliament or the legislature can be struck down by courts on two grounds and two grounds alone, viz. (1) lack of legislative competence and (2) violation of any of the fundamental rights guaranteed in Part III of the Constitution or of any other constitutional provision. 60. Before dealing with the contentions of the petitioners, it would be useful to refer to the provisions of the Constitution relating to the power of the Executive to make laws by the issue of Ordinances. In the instant cases, the Ordinance is issued by the Governor in exercise of the legislative power conferred on him under Article 213 of the Constitution. Article 213 reads thus: “213. (1) If at any time, except when the Legislative Assembly of a State is in session, or where there is a Legislative Council in a State, except when both Houses of the Legislature are in session, the Governor is satisfied that circumstances exist which render it necessary for him to take immediate action, he may promulgate such Ordinances as the circumstances appear to him to require: Provided that the Governor shall not, without instructions from the President, promulgate any such Ordinance if: (a) a Bill containing the same provisions would under this Constitution have required the previous sanction of the President for the introduction thereof into the Legislature. (b) he would have deemed it necessary to reserve a Bill containing the same provisions for the consideration of the President. (c) an Act of the Legislature of the State containing the same provisions would under this Constitution have been invalid unless, having been reserved for the consideration of the President, it had received the assent of the President. (b) he would have deemed it necessary to reserve a Bill containing the same provisions for the consideration of the President. (c) an Act of the Legislature of the State containing the same provisions would under this Constitution have been invalid unless, having been reserved for the consideration of the President, it had received the assent of the President. (2) An Ordinance promulgated under this article shall have the same force and effect as an Act of the Legislature of the State assented to by the Governor, but every such Ordinance: (a) shall be laid before the Legislative Assembly of the State, or where there is a Legislative Council in the State, before both the Houses and shall cease to operate at the expiration of six weeks from the reassembly of the Legislature, or if before the expiration of that period a resolution disapproving it is passed by the Legislative Assembly and agreed to by the Legislative Council, if any, upon the passing of the resolution or, as the case may be, on the resolution being agreed to by the Council. (b) may be withdrawn at any time by the Governor. Explanation - Where the Houses of the Legislature of a State having a Legislative Council are summoned to reassemble on different dates, the period of six weeks shall be reckoned from the later of those dates for the purposes of this clause. (3) If and so far as an Ordinance under this article makes any provision which would not be valid if enacted in an Act of the Legislature of the State assented to by the Governor, it shall be void: Provided that, for the purposes of the provisions of this Constitution relating to the effect of an Act of the Legislature of a State which is repugnant to an Act of Parliament or an existing law with respect to a matter enumerated in the Concurrent List, an Ordinance promulgated under this article in pursuance of instructions from the President shall be deemed to be an Act of the Legislature of the State which has been reserved for the consideration of the President and assented to by him.” 61. Article 367(2) of the Constitution provides that: “367. Article 367(2) of the Constitution provides that: “367. Interpretation: (1) xxx xxx xxx xxx xxx (2) Any reference in this Constitution to Acts or laws of, or made by, Parliament, or to Acts or laws of, or made by, the legislature of a State, shall be construed as including a reference to an Ordinance made by the President or, to an Ordinance made by a Governor, as the case may be.” 62. In R.K. Garg vs. Union of India, 1981 (4) SCC 675 and A.K. Roy vs. Union of India, (1982) 1 SCC 271 , the Apex Court has laid down in no uncertain terms that an Ordinance is a “law” and should be approached on that basis. The language of clause (2) of Article 213 of the Constitution leaves no room for doubt. An Ordinance promulgated under either Article 123 or Article 213 of the Constitution of India has the same force and effect as an Act of Parliament or an Act of the State Legislature, as the case may be. 63. The true legal position about the justiciability of these issues in relation to an Ordinance has been expressed by the Apex Court in K. Nagaraj vs. State of Andhra Pradesh, (1985) 1 SCC 523 : “It is impossible to accept the submission that the Ordinance can be invalidated on the ground of non-application of mind. The power to issue an Ordinance is not an executive power but is the power of the executive to legislate. The power of the Governor to promulgate an Ordinance is contained in Article 213 which occurs in Chapter IV of Part VI of the Constitution. The heading of that Chapter is ‘Legislative Power of the Governor’. This power is plenary within its field like the power of the State Legislature to pass laws and there are no limitations upon that power except those to which the legislative power of the State Legislature is subject. Therefore, though an Ordinance can be invalidated for contravention of the constitutional limitations which exist upon the power of the State Legislature to pass laws it cannot be declared invalid for the reason of non-application of mind, any more than any other law can be. An executive act is liable to be struck down on the ground of non-application of mind. Not the act of a Legislature.” 64. An executive act is liable to be struck down on the ground of non-application of mind. Not the act of a Legislature.” 64. A Seven Judge Constitution Bench of the Hon’ble Supreme Court while considering a reference in Krishna Kumar Singh vs. State of Bihar, (2017) 3 SCC 1 observed thus:- “The headings of both Chapters III and IV indicate that while promulgating Ordinances, the President under Article 123 and the Governor under Article 213 exercise Legislative powers. That an Ordinance “shall have the same force and effect” as a law enacted by the State Legislature indicates that in terms of its operation and consequence, the Ordinance-making power is placed on the same basis as law-making power. While enacting legislation, the law-making body-whether it be Parliament or the State Legislatures-are subject to constitutional limitations originating in (i) fundamental rights contained in Part III; (ii) distribution of Legislative powers between the Union and the States and (iii) express constitutional limitations. Ordinances made by the President under Article 123 and by the Governors under Article 213 are subject to the same constitutional inhibitions. An Ordinance is susceptible of a challenge based on a violation of a guaranteed fundamental right and would be void to the extent of an infraction of a fundamental right guaranteed by Part III. Ordinances can be made by the President in areas which lie within the Legislative competence of Parliament and by the Governors, in areas where the State Legislatures are competent to enact law. Article 13 provides that a law shall be void to the extent of its inconsistency with Part III and for that purpose, the expression “law” is defined in Clause (3)(a) to include an Ordinance.” 65. The contentions raised by petitioners will have to be approached in the light of the above guiding principles. 66. The first question is whether the State Legislature was competent to enact the amendment. Entry 32 of List II - State List of the VII Schedule to the Constitution read with part IXB of the Constitution, empowers the State legislature to enact law relating to Co-operative societies. In Jilubhai Nanbhai Khachar vs. State of Gujarat, 1995 Supp. (1) SCC 596 the Apex Court extensively considered the scope of an entry in the VII Schedule and held that such entry is not a power given to the legislature, but is a field of its legislation. In Jilubhai Nanbhai Khachar vs. State of Gujarat, 1995 Supp. (1) SCC 596 the Apex Court extensively considered the scope of an entry in the VII Schedule and held that such entry is not a power given to the legislature, but is a field of its legislation. The legislature derives its power under Article 246 and other related articles in the Constitution. The language of an entry should be given the widest meaning fairly capable to meet the needs of the Government envisaged by the Constitution. Each general word should extend to all ancillary or subsidiary matters which can fairly and reasonably be comprehended within it. When the vires of an enactment is impugned, there is an initial presumption of its constitutionality. If there exists any difficulty in ascertaining the limits of the legislative power, it must be resolved, as far as possible, in favour of the legislature, putting the most liberal construction on the legislative entry so that it is intra vires. Narrow interpretation should be avoided and the construction to be adopted must be beneficial and cover the amplitude of the power. The broad liberal spirit should inspire those whose duty is to interpret the Constitution to find out whether the impugned Act is relatable to one or the other entry in the relevant list. The allocation of the subjects of the entries in the respective lists is not done by way of a scientific or logical definition but it is a mere enumeration of broad and comprehensive categories. The power to legislate on a particular topic includes the power to legislate on subjects which are ancillary to or incidental thereto or for purposes necessary to give full effect of the power conferred by the entry. 67. In A.S. Krishna vs. State of Madras, AIR 1957 SC 297 , a Constitution Bench of the Apex Court has held as under: “When the law is impugned on the ground that it is ultra-vires the power of the legislature which enacted it, what has to be ascertained is the true character of the legislation. To do that, one must have regard to the enactment as a whole, to its objects and to the scope and effect of its provisions. To do that, one must have regard to the enactment as a whole, to its objects and to the scope and effect of its provisions. If on such examination it is found that the legislation in substance is one on a matter assigned to the legislature, then it must be held to be valid in its entirety, even though it might incidentally trench on matters which are beyond its competence. It would be quite an erroneous approach to the question to view such a statute not as an organic whole, but a mere collection of sections, then disintegrate it into parts, examine under what heads of legislation those parts would severally fall, and by that process determine what portions thereof are intra vires and what are not.” 68. The Kerala Co-operative Societies Act was enacted to consolidate, amend and unify the laws relating to co-operative societies in the State of Kerala for the orderly development of co-operative sector in the State, in accordance with co-operative principles as self governing, democratic institutions. The amendment was brought in to expedite the process of merger and amalgamation of the KSCB and the 14 DCB’s by forming a single entity. It cannot therefore be said that the legislature was incompetent to bring on the amendment for effectuating their policy decision to delayer the Co-operative structure. 69. The next question is whether by singling out DCB’s alone can it be said that the amendment is selective and discriminatory and is therefore violative of Article 14 of the Constitution. As elucidated above, the Government policy was to delayer the STCCS and to merge the DCB’s with the KSCB by removing the middle tier. This, according to the Government, would remedy the ills which plague the co-operative structure in the State and usher in a modern, vibrant and technologically advanced bank. It was pursuant to report of an expert committee composed of persons with good track record in the financial field that the Government proceeded to initiate the delayering process. When individual members constitute the membership of the PACS and Urban Banks, the District Co-operative Bank has as its members PACS and Urban Co-Operative Banks. The function of the DCBs and KSCB are essentially the same as they are both federal institutions. 70. When individual members constitute the membership of the PACS and Urban Banks, the District Co-operative Bank has as its members PACS and Urban Co-Operative Banks. The function of the DCBs and KSCB are essentially the same as they are both federal institutions. 70. It is now well established that while Article 14 forbids class legislation, it does not forbid reasonable classification for the purposes of legislation and that in order to pass the test of permissible classification two conditions must be fulfilled, namely: (i) the classification must be founded on an intelligible differentia which distinguishes persons or things that are grouped together from others left out of the group and (ii) such differentia must have a rational relation to the object sought to be achieved by the statute in question. The classification, it has been held, may be founded on different basis, namely, geographical, or according to objects or occupations or the like and what is necessary is that there must be a nexus between the basis of classification and the object of the Act under consideration. The pronouncements of the Apex Court further establish, amongst other things, that there is always a presumption in favour of the constitutionality of an enactment and that the burden is upon him, who attacks it, to show that there has been a clear violation of the constitutional principles. The courts, it is accepted, must presume that the legislature understands and correctly appreciates the needs of its own people, that its laws are directed to problems made manifest by experience and that its discriminations are based on adequate grounds. It must be borne in mind that the legislature is free to recognise degrees of harm and may confine its restrictions to those cases where the need is deemed to be the clearest and finally that in order to sustain the presumption of constitutionality the Court may take into consideration matters of common knowledge, matters of common report, the history of the times and may assume every state of facts which can be conceived existing at the time of legislation. Having considered the basis on which the classification was made, the reasons for the same, the purpose for which the same was made, I have no doubt in my mind that singling out DCB for the purpose of merger cannot be said to be arbitrary and discriminatory. Having considered the basis on which the classification was made, the reasons for the same, the purpose for which the same was made, I have no doubt in my mind that singling out DCB for the purpose of merger cannot be said to be arbitrary and discriminatory. The impugned Ordinance, therefore, has adopted a classification on sound and intelligible basis and can quite clearly stand the test laid down in the decisions of the Apex Court as well as this Court. Whatever objections there may be against the validity of the impugned Acts the arbitrariness and unreasonableness of the same does not, prima facie, appear to me to be one of them. In any case, bearing in mind the presumption of constitutionality attaching to all enactments founded on the recognition by the court of the fact that the legislature correctly appreciates the needs of its own people there appears to be no escape from the conclusion that the petitioners have not discharged the onus that was on them and the challenge under Article 14 cannot, therefore, prevail. 71. The next contention vociferously advanced by the petitioners is that the Ordinance is designed solely for the purpose of overturning the decision of the General Body of the Malappuram District Co-operative Bank which had resolved by an overwhelming majority not to amalgamate with the KSCB. Mala-fides are attributed by the petitioners to substantiate the above assertion. As held by the Apex Court in K. Nagaraj vs. State of A.P. (1985) 1 SCC 523 the Ordinance making power being a legislative power, the argument of mala-fides is misconceived. The Legislature, as a body, cannot be accused of having passed a law for an extraneous purpose. Even assuming that the executive, in a given case, has an ulterior motive in moving a legislation, that motive cannot render the passing of the law mala-fide. The power to issue an Ordinance is not an executive power but is the power of the executive to legislate. The power of the Governor to promulgate an Ordinance is contained in Article 213 which occurs in Chapter IV dealing with “Legislative Power of the Governor.” This power is plenary within its field like the power of the State Legislature to pass laws and there are no limitations upon that power except those to which the legislative power of the State Legislature is subject. While the courts can declare a statute unconstitutional when it transgresses constitutional limits, they are precluded from inquiring into the propriety of the exercise of the legislative power. It has to be assumed that the legislative discretion is properly exercised. The motive of the Legislature in passing a statute is beyond the scrutiny of courts. Nor can the courts examine whether the Legislature had applied its mind to the provisions of a statute before passing it. The propriety, expediency and necessity of a legislative act are for the determination of the legislative authority and are not for determination by the courts. An Ordinance passed either under Article 123 or under Article 213 of the Constitution stands on the same footing. When the Constitution says that the Ordinance-making power is legislative power and an Ordinance shall have the same force as an Act, an Ordinance should be clothed with all the attributes of an Act of Legislature carrying with it all its incidents, immunities and limitations under the Constitution. It cannot be treated as an executive action or an administrative decision. Therefore, though an Ordinance can be invalidated for contravention of the constitutional limitations which exist upon the power of the State Legislature to pass laws it cannot be declared invalid for the reason of non-application of mind, any more than any other law can be. An executive act is liable to be struck down on the ground of non-application of mind. Not the act of a Legislature. 72. The next contention is that the action for amalgamation other than by voluntary act of parties infringes the fundamental right under Article 19(1)(c) and rights to be protected under Article 43B of the Constitution of India. Article 19(1)(c) of the Constitution recognizes the rights of a Citizen to form a Cooperative Society. The contention of the petitioners is that the constitutional provisions visualises a co-operative society as an institution created to serve the collective interest of the members of a society. It is their contention that the amendment would destroy the democratic and autonomous function of the Society through its General body and this would be an anathema to the very concept. In other words, their contention is that the amalgamation envisaged by the amendment would be against the will of the general body and violative of the statutory provisions. 73. It is their contention that the amendment would destroy the democratic and autonomous function of the Society through its General body and this would be an anathema to the very concept. In other words, their contention is that the amalgamation envisaged by the amendment would be against the will of the general body and violative of the statutory provisions. 73. A Co-operative society is not meant to be run as a close preserve of an Individual or a group of persons. “Cooperative” has been understood as a form of organisation where persons voluntarily associate together on a basis of equality for the promotion of their common interests. The emphasis is on cooperation. [See Bhandara District Central Coop. Bank Ltd vs. State of Maharashtra, 1993 Supp. (3) SCC 258]. It needs to be borne in mind that the Writ Petitions impugning the ordinance have been filed by two Primary Co-operative Banks affiliated to the Malappuram District Co-operative Bank and by the Managing Committee of the Malappuram DCB represented by its president. In Karasserry Service Cooperative Bank Ltd. vs. State of Kerala, 2020 KHC 572, a learned Single Judge of this Court after detailed analysis of precedents has held that a Primary Agricultural Credit Society registered under the provisions of the Kerala Cooperative Societies Act is not a “citizen” within the meaning of Article 19 of the Constitution, in order to claim protection of the fundamental right guaranteed under article 19(1) (c) of the Constitution of India. The petitioners are right in contending that the right to form a co-operative society has been elevated to the status of a fundamental right by the 97th amendment. They are also right in saying that by virtue of Article 43B of the Constitution, the State is duty bound to make an endeavour to promote voluntary formation, autonomous functioning, democratic control and professional management of co-operative societies. In the context of the Kerala Co-operative societies Act, it needs to be borne in mind that in the Short Term Co-operative Credit Structure, PACS are at the base of the structure and consists of individuals as member shareholders and they are mainly farmers. The PACS as well as the Urban Banks are the federal member shareholders of the DCBs at the district level and the DCBs federate at the State Level to form the KSCB. The PACS as well as the Urban Banks are the federal member shareholders of the DCBs at the district level and the DCBs federate at the State Level to form the KSCB. It is one thing to say that a citizen has a right to form a co-operative society and quite another thing to say that a member society has a right to form a central society. Firstly, a co-operative society is not a citizen who alone can have fundamental rights guaranteed under Part III of the Constitution of India and secondly, even a citizen has no fundamental right to be a member of a society. The right of a citizen to be a member of a society is governed by the Act, Rules and bye-laws [See Zoroastrian Co-op Housing Society Ltd. vs. District Registrar, (2005) 5 SCC 632 and Abdul Salam vs. State of Kerala, 2018 (3) KLT 507 ]. Co-operative societies are governed by statute. They are created by statute, they are controlled by statute and so, there can be no objection to statutory interference with their composition on the ground of contravention of the individual right of freedom of association. [See Daman Singh vs. State of Punjab, (1985) 2 SCC 670 ]. In that view of the matter, the petitioners cannot be heard to contend that the fundamental rights guaranteed under Article 19 of the Constitution would be infringed in any manner. 74. The petitioners have contended that the amalgamation process initiated would go against the co-operative principles. In Abdurahiman P. and Others vs. State of Kerala, 2020 (1) KHC 507 , a learned single judge had observed as follows while repelling the challenge to the vires of Act 1 of 2019: The co-operative principles flowed out from the ninety-seventh amendment of the Constitution and recognized under the Directive Principles under Article 43-B of the Constitution certainly reinforce the right of an association to remain autonomous with democratic control. One of the characters of a co-operative society under the K.C.S. Act is its affiliation to the Apex Society. This affiliation is provided under the Statute itself. This is based on the subsidiarity principles. Subsidiarity principles means to say that a central authority would perform only such tasks which cannot be performed at local level. These principles guarantee a degree of independence to a lower authority in relation to the higher authority. This affiliation is provided under the Statute itself. This is based on the subsidiarity principles. Subsidiarity principles means to say that a central authority would perform only such tasks which cannot be performed at local level. These principles guarantee a degree of independence to a lower authority in relation to the higher authority. Therefore, the central authority will not interfere with the decision making authority of a lower authority. The Central authority will have a limited role to perform such tasks that cannot be undertaken at the lowest level. That being so, it can be seen that the Kerala State Co-operative Bank at the apex level only performs such tasks which cannot be performed by the lower unit that is to say, Primary Agricultural Credit Societies and Urban Banks. It is important to note that the Primary Agricultural Credit Societies and Urban Banks have close proximity with the community. One of the main objectives of the Co-operative Principles as referred in the Schedule is concern for the community. Thus, by the amendment to the K.C.S. Act, the lowest unit without intermediary of the District Cooperative Bank would have a direct access to the decision making process at apex level being a constituent of the apex body. The local community, therefore, would have direct participation in decision making process at apex level through their representative of primary co-operative societies and urban banks. Further, modern banking business is technology driven and competitive. The lowest constituent unit of a hierarchical rung cannot by itself afford competition and bear the cost of technology at the same time. At apex level, the State Co-operative Bank can provide practical solutions to the problems that may be encountered by the lowest units. The principle of subsidiarity functions as a tool for the practical allocation of tasks in such circumstances. And by avoiding the District Co-operative Banks at the intermediate or level, the objectives can be achieved at reduced cost, thereby, increasing economic efficiency. Thus, the amendments go on to show that they have been made upholding the co-operative principles in the light of the spirit of the ninety-seventh amendment of the Constitution. 75. The intention behind the amendment is to enable the Co-operative sector to realise its full potential by removing issues relating to governance, financial health, upgradation of technology. Thus, the amendments go on to show that they have been made upholding the co-operative principles in the light of the spirit of the ninety-seventh amendment of the Constitution. 75. The intention behind the amendment is to enable the Co-operative sector to realise its full potential by removing issues relating to governance, financial health, upgradation of technology. The Co-operative principles as defined under clause (eccc) of Section 2 are (i) Open and voluntary membership (ii) Democratic member control (iii) Member economic participation; (iv) Autonomy and independence; (v) Education, Training and Information; (vi) Cooperation among cooperatives and (vii) Concern for community. By removing the middle tier, the lowermost tier will have a direct role in the decision making process in the State Level Bank. In other words, the ultimate beneficiary would be the member, who constitutes the DNA of the co-operative structure. As rightly held in Abdurahiman (supra) the amendments would only be upholding the cooperative principles and would not be undermining the same. Furthermore , as held in Bhandara (supra) this Court cannot be called upon to investigate into questions of political wisdom or even to pronounce upon motives of the legislature in enacting law which is otherwise within legislative competence. Since the Society is created and controlled by the statute there cannot be any objection to statutory interference with the composition particularly if the same is in public interest. 76. I find no merit in the submission that the directive principles which the State was bound to uphold under Article 43B of the Constitution would suffer serious upheaval by the amendment. Article 43B of the Constitution inserted by the 97th amendment says that the State shall endeavour to promote voluntary formation, autonomous functioning, democratic control and professional management of co-operative societies. By the process of delayering, intention is to streamline the functioning of the co-operative in a professional and competitive manner and in consonance with the co-operative principles. It cannot be said that the above principles would be undermined by removing the middle tier. The autonomous nature of the PACS will not be affected by the amalgamation of the DCB’s with the KSCB. It cannot be said that the above principles would be undermined by removing the middle tier. The autonomous nature of the PACS will not be affected by the amalgamation of the DCB’s with the KSCB. As a matter of fact they would be more benefited as the members who constitute the PACS is the ordinary farmer and their voice will be heard in the Apex Body and they will have a say in the decision making process instead of the same being directed through an intermediate agency. 77. In Philip vs. State of Kerala, 2008 (2) KLT 555 the question before this Court was whether the exclusion of other types of co-operatives other than Primary Agricultural Credit Societies and Urban Co-operative Banks from voting rights or participating in the administration of the District Co-operative Bank was sustainable. Their Lordships of the Division Bench while upholding the constitutionality of the Ordinance had observed thus: “21. We think that the wisdom of the legislature should prevail. Its representatives are the best judges of what is good for the people. If the legislature thinks that a particular type of society alone should be admitted as members of the DCB, it has to be recognised as the law of the land. If the legislature thinks that some other type of societies should also be admitted to the membership of the DCB, it has also to be recognised as the law of the land. This Court cannot sit in appeal over the wisdom of the legislature. Here, though what is impugned is only an Ordinance, the above principles will squarely apply. xxx xxx xxx xxx xxx 24. The above decisions in felicitous words highlight the principle that the courts should be slow to interfere or tinker with legislative wisdom. The people of our State should be conceded the freedom to decide what law should govern them. Their representatives in the Legislative Assembly can pass any law, subject, of course, to the constitutional limitations. The Government having majority in the Legislative Assembly, should also be conceded the same degree of freedom to legislate by issuing an Ordinance. Here also, the power has to be exercised, subject to the constitutional limitations. Their representatives in the Legislative Assembly can pass any law, subject, of course, to the constitutional limitations. The Government having majority in the Legislative Assembly, should also be conceded the same degree of freedom to legislate by issuing an Ordinance. Here also, the power has to be exercised, subject to the constitutional limitations. The courts should respect the judgment and wisdom of the legislature on social and economic issues, reflecting the will of, “we the people.” The Judges, however learned or erudite they may be, may not substitute their judgment for that of the legislature......” 78. I am of the considered opinion that the contention raised by the petitioners on the basis of infraction of cooperative principles and also the directive principles under Section 43B cannot be sustained. 79. The next question raised by the petitioners concerns the re-promulgation of the ordinance without laying it before the legislature. It is contended that Ordinance No. 6 of 2020 was promulgated on 14.1.2020 on advice from the council of ministers and without laying the same before the legislature, the same was re-promulgated on 6 other occasions. It is vehemently contended that the legislature was deprived of its authority to consider whether the ordinance should or should not be approved. The promulgation of successive ordinance is a fraud on the constitution and contrary to the decision of the Constitution bench in D.C. Wadhwa (supra) is the contention. 80. In D.C. Wadhwa (supra), what was under challenge was the course adopted by the Governor in the State of Bihar in adopting the practice of re-promulgating ordinances from time to time so as to keep them alive for an indefinite period of time. It was brought to the notice of the Apex Court that the Governor of Bihar had promulgated 256 ordinances between 1967 and 1981 and all these ordinances were kept alive for periods ranging between one to 14 years by re-promulgation from time to time. Out of these 256 ordinances 69 were re-promulgated several times and kept alive with the prior permission of the President of India. 81. Out of these 256 ordinances 69 were re-promulgated several times and kept alive with the prior permission of the President of India. 81. The Apex Court while striking down the Ordinances went on to state that the power conferred on the Governor to issue ordinances is in the nature of an emergency power which is vested in the Governor for taking immediate action where such action may become necessary at a time when the legislature is not in session. The primary law making authority under the Constitution is the legislature and not the executive but it is possible that when the legislature is not in session circumstances may arise which render it necessary, to take immediate action and in such a case in order that public interest may not suffer by reason of the inability of the legislature to make law to deal with the emergent situation, the Governor is vested with the power to promulgate Ordinances. But every Ordinance promulgated by the Governor must be placed before the legislature and it would cease to operate at the expiration of six weeks from the reassembly of the legislature or if before the expiration of that period a resolution disapproving it is passed by the Legislative Assembly and agreed to by the Legislative Council, if any. The object of this provision is that since the power conferred on the Governor to issue Ordinances is an emergent power exercisable when the legislature is not in session, an Ordinance promulgated by the Governor to deal with a situation which requires immediate action and which cannot wait until the legislature reassembles, must necessarily have a limited life. Since Article 174 enjoins that the legislature shall meet at least twice in a year but six months shall not intervene between its last sitting in one session and the date appointed for its first sitting in the next session and an Ordinance made by the Governor must cease to operate at the expiration of six weeks from the reassembly of the legislature, it is obvious that the maximum life of an Ordinance cannot exceed seven-and-a-half months unless it is replaced by an Act of the legislature or disapproved by the resolution of the legislature before the expiry of that period. The power to promulgate an Ordinance is essentially a power to be used to meet an extraordinary situation and it cannot be allowed to be “perverted to serve political ends.” It is contrary to all democratic norms that the executive should have the power to make a law, but in order to meet an emergent situation, this power is conferred on the Governor and an ordinance issued by the Governor in exercise of this power must, therefore, of necessity be limited in point of time. That is why it is provided that the ordinance shall cease to operate on the expiration of six weeks from the date of assembling of the legislature. The Constitution-makers expected that if the provisions of the Ordinance are to be continued in force, this time should be sufficient for the legislature to pass the necessary Act. But if within this time the legislature does not pass such an Act, the ordinance must come to an end. The executive cannot continue the provisions of the ordinance in force without going to the legislature. The law-making function is entrusted by the Constitution to the legislature consisting of the representatives of the people and if the executive were permitted to continue the provisions of an ordinance in force by adopting the methodology of re-promulgation without submitting to the voice of the legislature, it would be nothing short of usurpation by the executive of the law-making function of the legislature. The executive cannot by taking resort to an emergency power exercisable by it only when the legislature is not in session, take over the law-making function of the legislature. That would be clearly subverting the democratic process which lies at the core of our constitutional scheme, for then the people would be governed not by the laws made by the legislature as provided in the Constitution but by laws made by the executive. The Government cannot bypass the legislature and without enacting the provisions of the Ordinance into an Act of the legislature, re-promulgate the Ordinance as soon as the legislature is prorogued. The Government cannot bypass the legislature and without enacting the provisions of the Ordinance into an Act of the legislature, re-promulgate the Ordinance as soon as the legislature is prorogued. Of course, there may be a situation where it may not be possible for the Government to introduce and push through in the legislature a Bill containing the same provisions as in the Ordinance, because the legislature may have too much legislative business in a particular session or the time at the disposal of the legislature in a particular session may be short, and in that event, the Governor may legitimately find that it is necessary to re-promulgate the ordinance. Where such is the case, re-promulgation of the ordinance may not be open to attack. But, otherwise, it would be a colourable exercise of power on the part of the executive to continue an ordinance with substantially the same provisions beyond the period limited by the Constitution, by adopting the methodology of re-promulgation. It is settled law that a constitutional authority cannot do indirectly what it is not permitted to do directly. If there is a constitutional provision inhibiting the constitutional authority from doing an act, such provision cannot be allowed to be defeated by adoption of any subterfuge. 82. While holding that repeated re-promulgation would be bad, the Constitution Bench also observed that there may be a situation where it may not be possible for the Government to introduce and push through in the legislature a Bill containing the same provisions as in the Ordinance, because the legislature may have too much legislative business in a particular session or the time at the disposal of the legislature in a particular session may be short, and in that event, the Governor may legitimately find that it is necessary to re-promulgate the Ordinance. Where such is the case, re-promulgation of the Ordinance may not be open to attack. 83. Three years after the judgment in D.C. Wadhwa (supra) was delivered by the Hon’ble Supreme Court deprecating the repeated re-promulgation of Ordinances, the Governor of Bihar promulgated an ordinance providing for taking over of 491 Sanskrit schools in the State. The State legislature did not enact a law in terms of the ordinances and were never presented before the legislature and the last of them was allowed to lapse. The State legislature did not enact a law in terms of the ordinances and were never presented before the legislature and the last of them was allowed to lapse. Writ petitions were initiated before the High Court by the staff of the Sanskrit Schools for the payment of salaries. The matter came up in appeal before the Supreme Court and due to difference in opinion, the matter was referred to a seven-judge Constitution Bench. 84. Their Lordships (Majority View) summed up the conclusions as follows: “105. In summation, the conclusions in the judgment are as follows:- 105.1 The power which has been conferred upon the President under Article 123 and the Governor under Article 213 is legislative in character. The power is conditional in nature: it can be exercised only when the legislature is not in session and subject to the satisfaction of the President or, as the case may be, of the Governor that circumstances exist which render it necessary to take immediate action. 105.2 An Ordinance which is promulgated under Article 123 or Article 213 has the same force and effect as a law enacted by the legislature but it must (i) be laid before the legislature and (ii) it will cease to operate six weeks after the legislature has reassembled or, even earlier if a resolution disapproving it is passed. Moreover, an Ordinance may also be withdrawn. 105.3 The constitutional fiction, attributing to an Ordinance the same force and effect as a law enacted by the legislature comes into being if the Ordinance has been validly promulgated and complies with the requirements of Articles 123 and 213. 105.4 The Ordinance making power does not constitute the President or the Governor into a parallel source of law making or an independent legislative authority. 105.5 Consistent with the principle of legislative supremacy, the power to promulgate ordinances is subject to legislative control. The President or, as the case may be, the Governor acts on the aid and advice of the Council of Ministers which owes collective responsibility to the legislature. 105.6 The requirement of laying an Ordinance before Parliament or the state legislature is a mandatory constitutional obligation cast upon the government. Laying of the ordinance before the legislature is mandatory because the legislature has to determine: (a) The need for, validity of and expediency to promulgate an ordinance. (b) Whether the Ordinance ought to be approved or disapproved. 105.6 The requirement of laying an Ordinance before Parliament or the state legislature is a mandatory constitutional obligation cast upon the government. Laying of the ordinance before the legislature is mandatory because the legislature has to determine: (a) The need for, validity of and expediency to promulgate an ordinance. (b) Whether the Ordinance ought to be approved or disapproved. (c) Whether an Act incorporating the provisions of the ordinance should be enacted (with or without amendments). 105.7. The failure to comply with the requirement of laying an ordinance before the legislature is a serious constitutional infraction and abuse of the constitutional process. 105.8 Re-promulgation of ordinances is a fraud on the Constitution and a subversion of democratic legislative processes, as laid down in the judgment of the Constitution Bench in D.C. Wadhwa. 105.9 Article 213(2)(a) provides that an ordinance promulgated under that article shall “cease to operate” six weeks after the reassembling of the legislature or even earlier, if a resolution disapproving it is passed in the legislature. The Constitution has used different expressions such as “repeal” (Articles 252, 254, 357, 372 and 395); “void” (Articles 13, 245, 255 and 276); “cease to have effect” (Articles 358 and 372) and “cease to operate” (Articles 123, 213 and 352). Each of these expressions has a distinct connotation. The expression “cease to operate” in Articles 123 and 213 does not mean that upon the expiry of a period of six weeks of the reassembling of the legislature or upon a resolution of disapproval being passed, the ordinance is rendered void ab initio. Both Articles 123 and 213 contain a distinct provision setting out the circumstances in which an ordinance shall be void. An ordinance is void in a situation where it makes a provision which Parliament would not be competent to enact (Article 123(3)) or which makes a provision which would not be a valid if enacted in an act of the legislature of the state assented to by the Governor (Article 213(3)). The framers having used the expressions “cease to operate” and “void” separately in the same provision, they cannot convey the same meaning. 105.10. The theory of enduring rights which has been laid down in the judgment in Bhupendra Kumar Bose and followed in T. Venkata Reddy by the Constitution Bench is based on the analogy of a temporary enactment. The framers having used the expressions “cease to operate” and “void” separately in the same provision, they cannot convey the same meaning. 105.10. The theory of enduring rights which has been laid down in the judgment in Bhupendra Kumar Bose and followed in T. Venkata Reddy by the Constitution Bench is based on the analogy of a temporary enactment. There is a basic difference between an ordinance and a temporary enactment. These decisions of the Constitution Bench which have accepted the notion of enduring rights which will survive an ordinance which has ceased to operate do not lay down the correct position. The judgments are also no longer good law in view of the decision in S.R. Bommai. 105.11 No express provision has been made in Article 123 and Article 213 for saving of rights, privileges, obligations and liabilities which have arisen under an ordinance which has ceased to operate. Such provisions are however specifically contained in other articles of the Constitution such as Articles 249(3), 250(2), 357(2), 358 and 359(1A). This is, however, not conclusive and the issue is essentially one of construction; of giving content to the ‘force and effect’ clause while prescribing legislative supremacy and the rule of law. 105.12 The question as to whether rights, privileges, obligations and liabilities would survive an Ordinance which has ceased to operate must be determined as a matter of construction. The appropriate test to be applied is the test of public interest and constitutional necessity. This would include the issue as to whether the consequences which have taken place under the Ordinance have assumed an irreversible character. In a suitable case, it would be open to the court to mould the relief; and The satisfaction of the President under Article 123 and of the Governor under Article 213 is not immune from judicial review particularly after the amendment brought about by the forty-fourth amendment to the Constitution by the deletion of clause 4 in both the articles. The test is whether the satisfaction is based on some relevant material. The court in the exercise of its power of judicial review will not determine the sufficiency or adequacy of the material. The court will scrutinise whether the satisfaction in a particular case constitutes a fraud on power or was actuated by an oblique motive. Judicial review in other words would enquire into whether there was no satisfaction at all. 106. The court in the exercise of its power of judicial review will not determine the sufficiency or adequacy of the material. The court will scrutinise whether the satisfaction in a particular case constitutes a fraud on power or was actuated by an oblique motive. Judicial review in other words would enquire into whether there was no satisfaction at all. 106. We hold and declare that every one of the ordinances at issue commencing with Ordinance 32 of 1989 and ending with the last of the ordinances, Ordinance 2 of 1992 constituted a fraud on constitutional power. These ordinances which were never placed before the state legislature and were re-promulgated in violation of the binding judgment of this Court in D.C. Wadhwa are bereft of any legal effects and consequences. The ordinances do not create any rights or confer the status of government employees. However, it would be necessary for us to mould the relief (which we do) by declaring that no recoveries shall be made from any of the employees of the salaries which have been paid during the tenure of the ordinances in pursuance of the directions contained in the judgment of the High Court.” 85. However, in Krishna Kumar Singh (supra), their Lordships had occasion to take note of the exception carved out in D.C. Wadhwa (supra) of the situations in which re-promulgation would be necessitated and it was observed as follows in Para 102 of the judgment: “102. The Constitution Bench carved out an exception where an Ordinance may have to be re-promulgated by the Governor where it has not been possible for the Government to introduce and push through in the legislature a Bill containing the same provisions as an Ordinance because of an excess of legislative business for a particular session. This exception has been criticised on the ground that however pressing is the existing legislative business, it lies in the discretion of the Government to seek an extension of the legislative session for converting an Ordinance into an enactment of the legislature. Moreover, it has been questioned as to whether a re-promulgated Ordinance would meet the basic constitutional requirement of the existence of circumstances bearing upon the satisfaction of the Governor on the need to take immediate action. Moreover, it has been questioned as to whether a re-promulgated Ordinance would meet the basic constitutional requirement of the existence of circumstances bearing upon the satisfaction of the Governor on the need to take immediate action. Be that as it may, it is not the case of the State of Bihar in the present case that there was any reason or justification to continue with a chain of Ordinances nor is there any material before the court to indicate exceptional circumstances involving a constitutional necessity.” 86. In the case on hand, it is not in dispute that the Ordinance was re-promulgated five times. The question is whether there were circumstances which stood in the way of the Government from introducing and pushing through in the legislature a Bill containing the same provisions as in the Ordinance. The records reveal that Amendment Ordinance 6 of 2020 was promulgated on 15.01.2020. After the said Ordinance, the 18th session of the Kerala Legislative Assembly was convened on 29.01.2020 to 12.02.2020 to approve the budget. As the Bill could not be tabled due to pressing circumstances, Ordinance No. 16 of 2020 was promulgated by the Governor on 17.02.2020. The Kerala Legislative Assembly was in session for a period of 11 days from 02.03.2020 to 13.03.2020. This session was convened to complete the process in connection with approval of the budget. The records reveal that the session had to be stopped due to the spread of Covid-19 pandemic and the subsequent lockdown declared all over the country. To keep alive the provisions of the Ordinance, the Kerala Co-operative Societies (Amendment) Ordinance, 2020 was promulgated by the Governor on 31.3.2020 and published as Ordinance No. 20 of 2020. However, the lockdown was in full force during this period and therefore the merging process as envisioned could not be completed within a period of three months from the date of commencement of the Ordinance as stipulated in the ordinance itself. In the said circumstances, the Government decided to extend the time for completing the merging process. As the Legislative Assembly of the State of Kerala was not in session and as the said provision had to be given effect immediately, the Kerala Co-operative Societies (Second Amendment) Ordinance, 2020 was promulgated by the Governor on the 9th day of April, 2020 and the same was published as Ordinance No. 27 of 2020. As the Legislative Assembly of the State of Kerala was not in session and as the said provision had to be given effect immediately, the Kerala Co-operative Societies (Second Amendment) Ordinance, 2020 was promulgated by the Governor on the 9th day of April, 2020 and the same was published as Ordinance No. 27 of 2020. In Ordinance No. 27/2020, the time granted to the DCB to pass a resolution was enhanced to one year from the period of three months stipulated in the earlier Ordinance. After the promulgation of Ordinance No. 27 of 2020, a one-day session was convened on 24.8.2020 to fulfil the constitutional obligations. As it was inevitable to issue an order to keep alive the provision of the Ordinance, the Kerala Co-operative Societies (Second Amendment) Ordinance was promulgated by the Governor on 26th day of September 2020 and published as Ordinance No. 58 of 2020 on 28.09.2020. A one-day session was held on 31.12.2020 and in continuation of that session, Budget session was held from 08.01.2021 to 28.01.2021. The Kerala Co-operative Societies (Amendment) Bill, 2021 to replace the Ordinance was published as Bill No. 274 to facilitate the passage of the bill. However, due to the sudden spread of Covid-19 pandemic, the assembly session was abruptly stopped on 22.01.2021 much ahead of the scheduled date. In order to keep alive the provisions of the Ordinance, the Kerala Co-operative Societies (Second Amendment) Ordinance 2021 was promulgated as Ordinance No. 24 of 2021 on 16.2.2021. 87. The sequence of events would reveal that the unprecedented situation caused due to the Pandemic was the main reason why the Bill could not be tabled. Though Bill No. 274 was published, as the assembly session had to be terminated, the same could not be tabled. I am of the considered opinion that it is due to an extraordinary and unprecedented situation that the Government was unable to introduce and push through in the legislature a Bill containing the same provisions as in the Ordinance and it is due to the said circumstance that the Governor found it necessary to re-promulgate the Ordinance. The Pandemic is still raging unabated even when this judgment is being delivered and the nation is facing a crisis like never before. This exceptional situation was a constitutional necessity and is quite unlike what had led to the findings in D.C. Wadhwa (supra) and Krishna Kumar Singh (supra). The Pandemic is still raging unabated even when this judgment is being delivered and the nation is facing a crisis like never before. This exceptional situation was a constitutional necessity and is quite unlike what had led to the findings in D.C. Wadhwa (supra) and Krishna Kumar Singh (supra). In that view of the matter, I am of the considered opinion that the petitioners are not entitled to a declaration that the Kerala Co-operative Societies Ordinances from Ordinance No. 6 of 2020 to Ordinance No. 24 of 2021 is a colourable exercise of power and is an abuse of constitutional powers. However, I direct the respondents to initiate steps to table the Bill to replace the Ordinance and fulfill the constitutional mandate. 88. In view of the discussion above, the challenge raised by the petitioners in W.P. (C) No. 11753 of 2020, W.P. (C) No. 21265 of 2020, W.P. (C) No. 6639 of 2020 and W.P. (C) No. 4882 of 2021 to the constitutional validity to the amendment made to Section 74H (1) (a) and the proviso to Section 2 (ia) of the Kerala Cooperative Societies Act, 1969 vide Ordinance 6 of 2020 and re-promulgated as Ordinance No. 16 of 2020, Ordinance No. 20 of 2020, Ordinance No. 27 of 2020, Ordinance No. 58 of 2020 and Ordinance No. 24 of 2021 has to necessarily fail on all grounds. The above Writ Petitions will stand dismissed. Consequently, W.P. (C) No. 20371 of 2020, W.P. (C) No. 1916 of 2020, W.P. (C) No. 571 of 2020, W.P. (C) No. 20400 of 2020 and W.P. (C) No. 33596 of 2019 will stand disposed of with a direction to the respondents 1 and 2 to expedite the process of merger of the Malappuram District Co-operative Bank with the KSCB so that the benefits of the amended provisions are extended to the petitioners in the above Writ Petitions.