JUDGMENT : (Sangeeta K. Vishen, J.) With the consent of the learned advocates appearing for the respective parties, the matter is taken up for final disposal. 2. Issue Rule, returnable forthwith. Mr Siddharth Rami, learned Assistant Government Pleader waives service of notice of Rule on behalf of respondent no.1. Mr Ravindra Shah and Mr Amar Bhatt, learned advocates waives service of notice of Rule on behalf of respondent nos.2 and 3 resepectively. 3. The petitioners have invoked the writ jurisdiction of this Court, inter alia, under Article 226 of the Constitution of India, praying for quashing and setting aside the order dated 30.09.2021 (hereinafter referred to as “the impugned order”) passed by the Registrar, Co-operative Societies, Gujarat State under Section 17 of the Gujarat Co-operative Societies Act, 1961 (hereinafter referred to as the ‘Act of 1961’), rejecting the request of the petitioners for amalgamation/ merger of the Viramgam Mercantile Co-operative Bank Ltd., i.e. the respondent no.2 with the petitioner no.1 bank. Before considering the grounds urged, it would be apt to have brief overview of the factual aspects giving rise to the captioned writ petition. 4. Discernibly, in the year 2017-18, one Ms Nila Saurabh Choksi was functioning as an elected Director and in the year 2018-19, was functioning as an IP Chairperson with the petitioner no.1 bank; while Mr Saurabh C. Choksi, was functioning as a Professional Director in the Board of Directors of the respondent no.2 bank. During the said period, on 25.09.2018, the respondent no.2 bank had sent a proposal to the respondent no.3 Reserve Bank of India (hereinafter referred to as respondent no.3 or Reserve Bank of India wherever the context warrants) and a public advertisement was issued in local newspaper regarding transfer of its assets and liabilities with Mehsana Urban Co-operative Bank Ltd. Similarly, Sarvodaya Commercial Co-operative Bank Ltd. had also sent an offer dated 06.12.2018 for transfer of assets and liabilities with the said bank and immediately on 26.12.2018, Nagar Urban Co-operative Bank Ltd. also sent an offer to the respondent no.2 bank for transfer of assets and liabilities of the respondent no.2 bank with it. 4.1 On 15.01.2019, the petitioner no.1 bank had passed a resolution, resolving to takeover all the assets and liabilities of the respondent no.2 bank. 4.1 On 15.01.2019, the petitioner no.1 bank had passed a resolution, resolving to takeover all the assets and liabilities of the respondent no.2 bank. On the same day, the Board of Directors of the respondent no.2 bank had passed a resolution no.324, resolving to accept the offer of Nagar Urban Co-operative Bank Ltd. by majority of 10 directors against sole dissenting Professional Director. As per the record, despite the above resolution, the petitioner no.1 bank had sent a merger proposal to the respondent no.2 bank, followed by second proposal dated 03.02.2019. On the other hand, in furtherance of the resolution no.324 dated 15.01.2019 of Board of Directors of the respondent no.2 bank, another resolution no.347 dated 05.02.2019 was passed for publishing an advertisement for calling Special General Meeting; apropos the said resolution, on 23.02.2019, the respondent no.2 bank, had published an advertisement. That in the meeting of the Board of Directors of the respondent no.2 bank convened on 16.02.2019, a resolution no.357 was passed, resolving to accept the new offer of the petitioner no.1 bank for merger of the respondent no.2 bank with it. Thereafter, Special General Meeting of the respondent no.2 bank was held on 23.02.2019, approving the merger of the respondent no.2 bank with the petitioner no.1 bank. 4.2 In the interregnum, correspondences were exchanged and in the Annual General Meeting scheduled on 06.04.2019, the scheme of merger was approved. As a result of process, on 10.04.2019, the respondent no.2 bank, requested the petitioner no.1 bank to send a proposal to the RBI by 20.04.2019 and to see that by 30.06.2019, the proposal gets sanctioned by the Reserve Bank of India. Similar such request was made by the respondent no.2 bank in its communication dated 27.05.2019. Apropos which, the petitioner no.1 bank on 10.06.2019, had addressed a letter to the Reserve Bank of India, requesting to approve the scheme of merger and to forward the same to Reserve Bank of India, Mumbai with its recommendation for NOC. Request was also made to the Reserve Bank of India to grant NOC for the proposed merger as per the prevalent guidelines. 4.3 During the process, the Banking Regulation (Amendment) Ordinance, 2020 was promulgated making applicable the provisions of Section 44A of the Banking Regulation Act, 1949 (hereinafter referred to as “the Act of 1949”) to the co-operative banks. Request was also made to the Reserve Bank of India to grant NOC for the proposed merger as per the prevalent guidelines. 4.3 During the process, the Banking Regulation (Amendment) Ordinance, 2020 was promulgated making applicable the provisions of Section 44A of the Banking Regulation Act, 1949 (hereinafter referred to as “the Act of 1949”) to the co-operative banks. Banking Regulation (Amendment) Act, 2020 came to be enacted, with effect from 26.06.2020. Press release was also issued, inter alia, stating that the amendments do not affect the existing powers of the State Registrars of Co-operative Societies under the State laws. 4.4 Thereafter, Special General Meeting of the respondent no.2 bank was convened, resolving, not to go ahead with the merger. On 27.03.2021, the respondent no.2 bank passed a resolution in the general meeting, withdrawing the merger and on 09.04.2021, the Board of Directors of the respondent no.2 bank intimated the respondent no.1 - Registrar of Co-operative Societies about the resolution dated 27.03.2021, withdrawing itself from the merger. Similarly, on 25.04.2021, the petitioner no.1 bank also addressed a letter to the respondent no.1 – Registrar of Co-operative Societies about the resolution. The respondent no.1, by passing an order dated 30.09.2021, did not approve the merger. Being aggrieved by the order dated 30.09.2021, the petitioners have filed the captioned writ petition with the above-referred prayers. 5. Mr. B.S. Patel, learned Senior Counsel with Mr Chirag B. Patel, learned advocate for the petitioners submitted that by virtue of the impugned order, passed under the provisions of Section 17 of the Act of 1961, the Registrar, Co-operative Societies has rejected the amalgamation of the respondent no.2 bank with the petitioner no.1 bank; which would be without jurisdiction in view of the amendment in the Act of 1949 which had come into force with effect from 26.06.2020. 5.1 It is submitted that the Amendment Act, 2020 is a Central Act and would override the powers of the Registrar qua the banks registered under the Act of 1949. It is submitted that prior to the amendment in the Act of 1949, Section 56, provided the act to apply to the co-operative societies subject to the modifications as contained therein. By virtue of the amendment in the said provision, the term “notwithstanding anything contained in any other law for the time being in force” was incorporated. It is submitted that prior to the amendment in the Act of 1949, Section 56, provided the act to apply to the co-operative societies subject to the modifications as contained therein. By virtue of the amendment in the said provision, the term “notwithstanding anything contained in any other law for the time being in force” was incorporated. It is submitted that amended provision clearly provides that anything contained in any other law for the time being in force, Act of 1949 would apply. Meaning thereby, amalgamation/merger under the Act of 1961 would cease to apply. Hence, after the amendment, only the Reserve Bank of India, i.e. the respondent no.3 will have the powers to decide the issue of amalgamation, as per Section 44A of the Act of 1949. Under the circumstances, the respondent no.1 had no authority to pass impugned order under the Act of 1961. After losing the jurisdiction, it cannot exercise the powers in reference to any bank which has got license under the Act of 1949. 5.2 It is submitted that in view of the amendment, so far as the merger is concerned, now there are exclusive powers available with the Reserve Bank of India. Though the respondent no.3 Reserve Bank of India had passed the order under section 44A; it had applied the old provisions which, would be impermissible. Thus, when the order is passed, after the introduction of the amendment it is to be construed to be passed under the amended Act of 1949. Further, in view of the provision of Section 44A and more particularly, sub-section (6A), Section 17 of the Act of 1961, have been rendered otiose. 5.3 It is next submitted that Section 44A, provides for the procedure for amalgamation of banking companies. Reading the provisions of sub-sections (1),(2),(4),(6),(6B),(6C) it clearly suggest that the said section is a procedural provision and cannot be viewed as a substantive law. It is by now well settled that procedural law will apply retrospectively as against the substantive law which, is always prospective in operation. 5.4 It is submitted that as the provisions of the amendment Act have been deemed to have come into force with effect from 26.06.2020 there were no powers available with the Registrar to have exercised under the provisions of Section 17 of the Act of 1961. 5.4 It is submitted that as the provisions of the amendment Act have been deemed to have come into force with effect from 26.06.2020 there were no powers available with the Registrar to have exercised under the provisions of Section 17 of the Act of 1961. The object is to take out the co-operative banks from the purview of the Registrar, Co-operative Societies and bring it within the control of the Reserve Bank of India. Earlier, the banks were under the dual control of the Registrar and the Reserve Bank of India; however, that is not the position after the amendment in the year 2020. 5.5 It is further submitted that under Section 115A of the Act of 1961, the respondent no.3 Reserve Bank of India had powers to pass the order. Accordingly, the Reserve Bank of India had passed an order dated 31.03.2021 containing various conditions. It is submitted that as per the order passed by the respondent no.3 Reserve Bank of India and more particularly, condition no.(ix) the respondent no.1 had only to specify the date and not refuse amalgamation. Also, Section 115A, contains a mandate to carry out the directions issued by the Reserve Bank of India. Once the powers have been exercised by the respondent no.3 Reserve Bank of India under the Act of 1949; respondent no.1 could not have sat in appeal or modified the order passed by the respondent no.3 Reserve Bank of India. 5.6 It is submitted that the proposal was made in the year 2019 whereas the order has been passed by the respondent no. 1 in the year 2021 and that too without hearing the petitioner and therefore, the order is in breach of the principles of natural justice. 5.7 Reliance is placed on the judgment in the case of Thirumalai Chemicals Ltd. v. Union of India reported in (2011) 6 SCC 739 . While dealing with the aspect of substantive and procedural law, it has been held and observed that substantive law refers to a body of rules that creates, defines and regulates rights and liabilities. Right conferred on a party to prefer an appeal against an order is a substantive right conferred by a statute which remains unaffected by subsequent changes in law, unless modified expressly or by necessary implication. Whereas procedural law establishes a mechanism for determining those rights and liabilities and a machinery for enforcing them. Right conferred on a party to prefer an appeal against an order is a substantive right conferred by a statute which remains unaffected by subsequent changes in law, unless modified expressly or by necessary implication. Whereas procedural law establishes a mechanism for determining those rights and liabilities and a machinery for enforcing them. Right of appeal being a substantive right always acts prospectively. It has also been held and observed that every statute is prospective unless it is expressly or by necessary implication made to have retrospective operation. 5.8 Reliance is also placed on the judgment in the case of State of Kerala and Others v. Mar Appraem Kuri Company Limited reported in (2012) 7 SCC 106 wherein issue was - Whether Kerala Chitties Act of 1975 became repugnant to the Chit Funds Act of 1982 under Article 254(1) when the President accorded assent or whether the Kerala Chitties Act of 1975 would become repugnant to the Chit Funds Act of 1982 as and when the notification under Section 1(3) of the Chit Funds Act of 1982 bringing the Central Act into force in the State of Kerala is issued?” Reliance is also placed on the judgment in the case 63 Moons Technologies Limited and others v. Union of India reported in (2018) 18 SCC 401 for the proposition that what is not there in the order it cannot be substituted by way of affidavit-in-reply. 5.9 It is therefore submitted that as the impugned order is without jurisdiction the petitioners had no option but to avail of the remedy under the Article 226 of the Constitution of India. It is therefore urged that the petition deserves to be allowed and the impugned order of the Registrar, Co-operative Societies deserves to be quashed and set aside. 6. Mr Siddhartha Rami, learned Assistant Government Pleader for the respondent no.1, while inviting the attention to the Guidelines for Merger/Amalgamation of Urban Co-operative Banks, 2005 (hereinafter referred to as the ‘Guidelines of 2005’) submitted that wherever the administrative approval is sought, powers are with the Registrar and the financial aspects are with the Reserve Bank of India. Clearly, the circular provides that the respondent no.3 Reserve Bank of India, while considering such proposals, will confine its examination only to financial aspects; interests of depositors as well as the stability of the financial system. Clearly, the circular provides that the respondent no.3 Reserve Bank of India, while considering such proposals, will confine its examination only to financial aspects; interests of depositors as well as the stability of the financial system. 6.1 It is submitted that the application of the petitioner no.1 bank was of the year 2019, i.e. prior to the amendment of 2020 in the Act of 1949. The application is made for approval in accordance with Section 17 read with Section 115A of the Act of 1961. The respondent no.3 Reserve Bank of India, in its sanction letter dated 31.03.2021, has specifically required approval from the Registrar, Co-operative Societies, so also the reference date. Clause (i) of paragraph 3, provides that where the scheme contains provisions requiring approval from other authorities like Revenue Authorities, Registrar of Co-operative Societies etc., the sanction from the Reserve Bank of India should not be construed as approval of all such provisions of the schemes. It also provides that the sanction would mean that the Reserve Bank of India has looked into financial aspects of the proposal from the point of view of protection of depositors’ interest. Furthermore, clause (ix) of paragraph 3 requires the Registrar of the Co-operative Societies to specify the reference date of merger for the purpose of the sanction. Also, the respondent no.3 Reserve Bank of India, has addressed a communication dated 15.06.2021 to the Registrar, Co-operative Societies with a request to it to take necessary action as may be considered appropriate under the provisions of the Act of 1961. 6.2 It is next submitted that the Master Direction – Amalgamation of Urban Co-operative Banks, Directions, 2020 dated 23.03.2021 (hereinafter referred to as ‘Master Directions 2020), vide paragraph 16 Chapter – VI titled ‘Repeal and Other Provisions’, provides that the Guidelines of 2005 issued by the Reserve Bank of India dated 02.02.2005, stands repealed. It provides that Reserve Bank of India may, however, approve the proposals for voluntary amalgamation received before the date of issue of the directions. It is further contended that Section 6 of General Clauses Act, 1977 (hereinafter referred to as the ‘Act of 1977’), provides the effect of repeal. It, inter alia, states that any Act made after the commencement of the Act of 1977, repeals any enactment hitherto made or to be made, then, unless a different intention appears, the repeal shall not affect the aspects enumerated therein. It, inter alia, states that any Act made after the commencement of the Act of 1977, repeals any enactment hitherto made or to be made, then, unless a different intention appears, the repeal shall not affect the aspects enumerated therein. Hence, the amendment in the year 2020, shall not affect the pending application. 6.3 It is submitted that the contention that the impugned order has been passed without hearing the petitioner and is in violation of principles of natural justice, is also misconceived for, the respondent no.2 bank, has withdrawn its consent for merger with the petitioner no.1 bank vide resolution dated 27.03.2021 read with resolution dated 15.08.2021 which aspect, is an admitted aspect and in view of the admitted facts, the principles of natural justice, would not be attracted. 6.4 Reliance is placed on the judgment of the Apex Court in the case of Aligarh Muslim Unversity v. Mansoor Ali Khan reported in (2000) 7 SCC 529 . The judgment in the case of S.L. Kapoor v. Jagmohan reported in (1980) 4 SCC 379 has been referred to wherein, it has been held and observed that “if upon admitted or indisputable facts only one conclusion was possible, then in such a case, the principle that breach of natural justice was in itself prejudice, would not apply. In other words if no other conclusion was possible on admitted or indisputable facts, it is not necessary to quash the order which was passed in violation of natural justice”. 6.5 Reliance is also placed on the judgment of the Apex Court in the case of Karnataka State Road Transport Corporation v. S.G. Kotturappa reported in (2005) 3 SCC 409 . It has been held and observed that the principles of natural justice cannot be applied in vacuum. They cannot be put in any straight jacket formula. Principles of natural justice are furthermore not required to be complied with when it will lead to an empty formality. 6.6 For the proposition that once the authority is seized of the matter, it did not lose jurisdiction on account of amendment in view of Section 6 of the Act of 1977, reliance is placed on the judgment of the Apex Court in the case of Commissioner of Income Tax, Bangalore v. R. Shardamma reported in (1996) 8 SCC 388 . It has been held and observed that omission of the provision by way of deletion will not deprive the authority to decide the cases already referred to it and pending before it. It is submitted that the change of forum is a substantive part and not a procedural part. It is therefore submitted that application having filed prior to the amendment; in view of the saving clause, the application has been rightly decided by the Registrar and no error can be said to have been committed by it. Therefore, on both the counts, namely, jurisdiction and on the principles of natural justice, the petition does not deserve to be entertained. 7. Mr Amar N. Bhatt, learned advocate appearing for the respondent no.3 submitted that bare perusal of the reliefs suggest that there is no grievance against the respondent no.3 and the challenge, is only to the order dated 30.09.2021 passed by the respondent no.1. However, it is submitted that application for merger/amalgamation dated 10.06.2019 was filed under the provisions of Section 17 read with Section 115A of the Act of 1961; which contemplates prior sanction of the Reserve Bank of India and the Act of 1949 did not empower Reserve Bank of India to formulate the scheme with regard to the amalgamation, when the Guidelines of 2005 were in currency. 7.1 It is next submitted that the procedure provided under Section 44A, is distinct from the procedure to be followed under the Act of 1961 and admittedly, the procedure under Section 44A, has not been followed. It is further submitted that in exercise of the powers conferred under Section 35A and Section 44A read with Section 56 of the Act of 1949, the respondent no.3 Reserve Bank of India has issued the Master Direction on 23.03.2021. Clause 16, provides that the application received before issue of the directions may be approved under the erstwhile Guidelines of 2005. The directions issued by the respondent no.3 under the provisions of Section 35A, have a statutory force and which are not challenged and therefore, in absence of any challenge, one has no option but to strictly follow the directions. 7.2 It is submitted that since the proposals dated 10.06.2019 and 27.06.2019 for merger by respondent no.2 bank was received by the respondent no.3, the same was sanctioned vide letter dated 31.03.2021 as per the Guidelines of 2005. 7.2 It is submitted that since the proposals dated 10.06.2019 and 27.06.2019 for merger by respondent no.2 bank was received by the respondent no.3, the same was sanctioned vide letter dated 31.03.2021 as per the Guidelines of 2005. As per the said guidelines, the Reserve Bank of India examines the proposal from financial angle and issues its No Objection. The copy whereof was addressed to the Registrar, Co-operative Societies as well for taking further action so as to complete the process of amalgamation as per the provisions of the Act of 1961. It is submitted that No Objection letter dated 31.03.2021, is not a subject matter of challenge and the same, cannot be treated as a sanction under Section 44A of the Act of 1949 after the amendment. 7.3 It is submitted that pending consideration the application, the Act of 1949 was amended with effect from 26.06.2020. Section 56, made the provisions of Act of 1949 applicable to the Co-operative banks with modifications as contained therein. As per the provisions of Section 35A of the Act of 1949, applicable to the Co-operative Societies, the Reserve Bank of India, has been empowered to issue directions as it thinks fit and proper in the public interest, inter alia, in the interest of the banking policy etc. It is next submitted that as a result, Section 44A of the Act of 1949, was made applicable to the Co-operative banks by amendment of Section 56 of the Act of 1949. Clearly, as per the press release issued by the Ministry of Finance, the amendments did not affect the existing powers of the State Registrars of the Co-operative Societies under the State Co-operative laws. The Ordinance culminated into the Act of 2020; consequently, with an intention to implement the provisions of Section 44A of the Act of 1949 in relation to the Co-operative bank and in exercise of the powers conferred under Section 35A read with Section 56 of the Act of 1949, the respondent no.3 Reserve Bank of India has issued a Master Direction of 2020 dated 23.03.2021 repealing the Guidelines of 2005. However, paragraph 16 of the Master Directions, 2021, while repealing the old guidelines for merger/amalgamation, saving clause has been added; whereby, respondent no.3 has been given the powers to approve the proposals for voluntary amalgamation received before the date of issue of directions and found viable under the said guidelines. However, paragraph 16 of the Master Directions, 2021, while repealing the old guidelines for merger/amalgamation, saving clause has been added; whereby, respondent no.3 has been given the powers to approve the proposals for voluntary amalgamation received before the date of issue of directions and found viable under the said guidelines. It is therefore submitted that the proposal for merger which was received prior to the amendment by the respondent no.3 was considered and sanctioned under the old Guidelines of 2005. The said directions are to be complied with inasmuch as, the same have not been challenged. 7.4 It is next submitted that procedure for amalgamation of the petitioner no.1 bank with the respondent no.2 was initiated as per Section 17 of the Act of 1961 and approval of the respondent no.3 was sought in view of the express statutory provision under Section 115A of the Act of 1961 and therefore, Section 44A of the Act of 1949, is not relevant and the interpretation by the petitioner of Section 44A of the Act of 1949, is incorrect and erroneous and cannot be made applicable to the facts of the present case. 7.5 It is further submitted that the Act of 1961 provides that the Registrar of the Co-operative Societies has been vested with the powers under Section 17 to consider and sanction proposal of any merger of one Co-operative society with another Co-operative society. However, in case such Co-operative societies are banks under the Act of 1949, prior approval of Reserve Bank is mandatory under Section 115A of the Act of 1961. In the case on hand, the respondent no.3 Reserve Bank of India granted approval to the proposal of amalgamation of the petitioner bank with respondent no.2. The said approval, cannot be reopened at this stage at instance of the petitioner no.1 bank and it is incumbent upon the petitioner no.1 bank and the respondent no.2 bank so also the respondent no.1 to proceed as per the approval granted by the respondent no.3 Reserve Bank of India and to complete the process of merger and amalgamation. 7.6 Reliance is placed on the judgment in the case of A. R. Antulay v. Ramdas Sriniwas Nayak and others reported in (1984) 2 SCC 500 . 7.6 Reliance is placed on the judgment in the case of A. R. Antulay v. Ramdas Sriniwas Nayak and others reported in (1984) 2 SCC 500 . It has been held and observed that where a statute requires to do a certain thing in a certain way, the things must be done in that way or not at all. Other methods of performance are necessarily forbidden. 7.7 Reliance is also placed on the judgment in the case of Lal Shah Baba Dargah Trust v. Magnum Developers and Others reported in (2015) 17 SCC 65. On facts, it has been held and observed that where there is a repealing clause to a particular Act, it is a case of express repeal, but in a case where doctrine of implied repeal is to be applied, the matter will have to be determined by taking into account the exact meaning and scope of the words used in the repealing clause. It has been held and observed that implied repeal is not readily inferred and the mere provision of an additional remedy by a new Act does not take away an existing remedy. While applying the principle of implied repeal, one has to see whether apparently inconsistent provisions have been repealed and reenacted. 7.8 Reliance is also placed on the judgment of Delhi High Court in the case of Commissioner of Income Tax v. National Agricultural Co-operative Marketing Federation of India reported in 1998 SCC OnLine (Delhi) 910. Reference is made to the judgment of CWT v. Shawaran Kumar Sarup & Sons reported in 1972 (210) ITR 886 wherein, the passage from Salmond on Jurisprudence has been quoted which, states “the law of procedure may be defined as that branch of the law which governs the process of litigation. It is a law of actions -- jus quod ad actiones pertinet -- using the term action in a wide sense to include all legal proceedings, civil or criminal. All the residue is substantive law, and relates, not to the process of litigation, but to its purposes and subject-matters. Substantive law is concerned with the ends which the administration of justice seeks; procedural law deals with the means and instruments by which those ends are to be attained. All the residue is substantive law, and relates, not to the process of litigation, but to its purposes and subject-matters. Substantive law is concerned with the ends which the administration of justice seeks; procedural law deals with the means and instruments by which those ends are to be attained. The latter regulates the conduct and relations of courts and litigants in respect of the litigation itself; the former determines their conduct and relations in respect of the matters litigated.” It is therefore, submitted that Section 44A is substantive in nature and not the procedural law. 7.9 Further reliance is placed on the judgment in the case of Desh Bandhu Gupta & Co. & Others v. Delhi Stock Exchange Association reported in (1979) 4 SCC 565 . On principle of contemporanea expositio, it is submitted that the press release dated 27.06.2020 issued by the Ministry of Finance clarifies that the amendment did not affect the existing powers of the State Registrar, Co-operative Societies under the State Co-operative laws. It is submitted that it has been held and observed that the documents which came into existence with the issuance of the notification can be looked into for finding out true intention of the Government issuing the notification applying principle of contemporanea expositio. It is therefore urged that the petition does not deserve to be entertained and deserves rejection. 8. Mr Ravindra Shah, learned advocate for the respondent no.2 submitted that the general body of the respondent no.2 bank, has passed a resolution dated 23.02.2019 wherein, 216 members were present. Resolution no.2 was passed to merge the respondent no.2 bank with the petitioner no.1 bank. Accordingly, it was resolved to merge the respondent no.2 bank with the petitioner no.1 bank and to submit a proposal to the Registrar, Co-operative Societies, so also the Reserve Bank of India. It was also resolved that the Board of Directors are given powers to take steps in tune with the provisions of the Act of 1961 as may be suggested by the Registrar, Co-operative Societies and the Reserve Bank of India. Accordingly, amalgamation proposal dated 10.06.2019 was sent by the petitioner bank to the respondent no.3 Reserve Bank of India as well as to the respondent no.1 Registrar, Co-operative Societies. It is submitted that the respondent no.2 bank has raised issues and several communications were exchanged. Accordingly, amalgamation proposal dated 10.06.2019 was sent by the petitioner bank to the respondent no.3 Reserve Bank of India as well as to the respondent no.1 Registrar, Co-operative Societies. It is submitted that the respondent no.2 bank has raised issues and several communications were exchanged. Since the grievance of the respondent no.2 bank was not taken care of, it in its Annual General Meeting dated 27.03.2021 resolved not to amalgamate with the petitioner no.1 bank, which decision was reiterated by the general body in its Special General Meeting dated 15.08.2021. 8.1 It is submitted that the subject matter of challenge is order dated 30.09.2021 passed by the respondent no.1, rejecting the request of the petitioners for amalgamation of the respondent no.2 bank with the petitioner no.1 bank, while exercising the powers under Section 17 read with Section 115A of the Act of 1961 further read with Rule 9 of the Gujarat Co-operative Societies Rules, 1965. It is further submitted that the respondent no.3 Reserve Bank of India, has extended the sanction vide order dated 31.03.2021, which was limited for a period of six months and was extended; however, post 30.09.2022, the said sanction has not been extended. The petitioner no.1 bank, though have an independent cause of action, it has not challenged the same and the challenge in the captioned writ petition is only to the order dated 30.09.2021 passed by the respondent no.1. 8.2 It is submitted that by virtue of provisions of Section 56 of the Act of 1949, other provisions of the said Act were made applicable to the co-operative banks across the country; however, by virtue of clause (zb), the provisions of Part III which includes Section 44A, was not made applicable to the co-operative banks, which provision empowered the respondent no.3 Reserve Bank of India to sanction the scheme of amalgamation. Therefore, the proposal of amalgamation dated 10.06.2019 submitted by the petitioner no.1 bank, was to be considered under the provisions of Section 17 of the Act of 1961 read with Section 115A of the Act and as per the Guidelines of 2005. Therefore, the proposal of amalgamation dated 10.06.2019 submitted by the petitioner no.1 bank, was to be considered under the provisions of Section 17 of the Act of 1961 read with Section 115A of the Act and as per the Guidelines of 2005. 8.3 It is submitted that with effect from 26.06.2020, the Parliament amended the Act of 1949 whereby, the earlier clause (zb) was substituted and the provisions of Section 44A have been made applicable to the co-operative banks; however, the said amendment has not and cannot take away the powers of the respondent no.1 under the provisions of Section 17 of the Act of 1961 for, the power is not restricted to amalgamation of the co-operative banks, but pertains to all categories or classes of co-operative societies within the entire State. It is submitted that the provisions being substantive, deals with the rights and liabilities and are not merely a procedural provision and therefore, are prospective in nature and not retrospective as has been held by the Apex Court in the case of Commissioner of Income Tax (Central) – I, New Delhi v. Vatika Township Private Limited reported in (2015) 1 SCC 1 wherein it has been held and observed that of the various rules guiding how a legislation has to be interpreted, one established rule is that unless a contrary intention appears, a legislation is presumed not to be intended to have a retrospective operation. The idea behind the rule is that a current law should govern current activities. Law passed today cannot apply to the events of the past. 8.4 It is next submitted that the proposal of amalgamation was of the year 2019 and was considered by the respondent no.3 Reserve Bank of India as per the guidelines of 2005 and not under the provisions of Section 44A of the Act of 1949. It is submitted that it could not have sanctioned the said proposal under the said provision since the provision, was made applicable to the co-operative banks only with effect from 26.06.2020. It is submitted that it could not have sanctioned the said proposal under the said provision since the provision, was made applicable to the co-operative banks only with effect from 26.06.2020. 8.5 It is next submitted that the petitioners, are challenging the impugned order on the ground that the respondent no.1 does not have the powers; however, there is a bar of estoppel by conduct against the petitioner no.1 bank for raising such a contention inasmuch as, it was the petitioner no.1 bank itself which had approached the respondent no.1 for granting the sanction. It is submitted that after submitting the proposal the petitioner no.1 bank did not do anything and waited for its outcome for about close to two years. Since the respondent no.1 did not sanction the amalgamation, as an afterthought, the petitioners for extraneous reasons and consideration, has filed the captioned writ petition. Besides, in the interregnum, by virtue of an amendment in the Act of 1949, provisions of Section 44A of the Act of 1949 came into operation; petitioner no.1 bank neither approached the respondent no.1 raising the ground that the respondent no.1 has no power under Section 17 of the Act of 1961 nor did it contend before the respondent no.3 Reserve Bank of India that it has the powers to sanction the amalgamation scheme. 8.6 It is next submitted that the contention about the violation of principles of natural justice, is also untenable inasmuch as, the petitioner no.1 bank has not altered its position in any manner whatsoever to its prejudice and has miserably failed to point out any such sufferance caused to it on account of non-sanctioning of the proposal by the respondent no.1. Also, the provision of Section 17 of the Act of 1961 does not provide for a personal opportunity of hearing. It is urged that remanding the case back to the respondent no.1 will be an exercise in futility. 8.7 Reliance is placed on the judgment of the Apex Court in the case of Canara Bank v. A.K. Awasthy reported in (2005) 6 SCC 321 wherein, it has been held and observed that grant of opportunity in terms of principles of natural justice do not improve the situation, “useless formality theory” can be pressed into service. 8.7 Reliance is placed on the judgment of the Apex Court in the case of Canara Bank v. A.K. Awasthy reported in (2005) 6 SCC 321 wherein, it has been held and observed that grant of opportunity in terms of principles of natural justice do not improve the situation, “useless formality theory” can be pressed into service. Reliance is also placed on the judgment of the Apex Court in the case of M/s. Dharampal Satyapal Ltd. v. Deputy Commissioner of Central Excise, Gauhati reported in (2015) 8 SCC 519 . 8.8 It is further urged that the petition need not be entertained in view of an alternative remedy of appeal provided under the provisions of Section 153 of the Act of 1961 against the order passed by the respondent no.1. Moreover, the judgment cited on behalf of the petitioners, would not be applicable to the facts of the present case inasmuch as, it was relating to chitties being contract falling in entry no.7 in the concurrent list; whereas, the Act of 1949, is a parliamentary law enacted under entry no.45 of the Union list; whereas, the Act of 1961, is enacted by the State Legislature under entry no.32 of the State list. The judgment in the case of Thirumalai Chemicals Limited v. Union of India reported in (2011) 6 SCC 739 , would also not be applicable to the facts of the present case, as the same, deals with the procedural law of filing an appeal before the Appellate Tribunal under the erstwhile Foreign Exchange Regulation Act, 1973 and then, applicable Foreign Exchange Management Act, 1999. It is urged that the petition does not deserve to be entertained and the same, be dismissed. 9. Heard the learned advocates appearing for the respective parties and perused the documents made available on the record and accorded thoughtful consideration to the documents so also the submissions. 10. The facts have already been discussed in the opening paragraphs of the judgment; however, brief reference, at this stage is made for easy understanding. The issue of amalgamation was deliberated and discussed between the petitioner no.1 bank on one hand and the respondent no.2 bank on the other. Initially, a Resolution no.324 dated 15.01.2019 was passed by the Board of Directors of the respondent no.2 bank resolving to accept the offer of Nagar Urban Co-operative Bank Limited. The issue of amalgamation was deliberated and discussed between the petitioner no.1 bank on one hand and the respondent no.2 bank on the other. Initially, a Resolution no.324 dated 15.01.2019 was passed by the Board of Directors of the respondent no.2 bank resolving to accept the offer of Nagar Urban Co-operative Bank Limited. It appears that steps were taken; however, vide Resolution no.357 dated 16.02.2019 of the Board of Directors of the respondent no.2 bank, the new offer by the petitioner no.1 bank was decided to be accepted instead of the offer of Nagar Urban Co-operative Bank Limited. In the meeting dated 23.02.2019, Resolution no.2 was passed to merge respondent no.2 bank with the petitioner no.1 bank. The issue was discussed back and forth and ultimately, on 10.04.2019, the respondent no.2 bank expressed its concern for getting the approvals within the stipulated period, followed by Resolution no.69 dated 24.05.2019 requiring the petitioner no.1 bank to submit the scheme to the respondent no.3 Reserve Bank of India at the earliest. 11. After deliberation, exchange of communications, passing of Resolutions etc., on 10.06.2019, the petitioner no.1 bank submitted a proposal to the General Manager, Reserve Bank of India i.e. respondent no.3 to issue No Objection Certificate for merger of the respondent no.2 bank into the petitioner no.1 bank. The petitioner no.1 bank, had made two fold request to the respondent no.1 namely; (A) to approve the scheme of merger within the reasonable time in the interest of depositors and stake holders and (B) to forward the same to the Reserve Bank of India, Mumbai with his recommendation at the earliest for No Objection Certificate. Request was also made to the Reserve Bank of India to grant No Objection Certificate for the proposed merger as per prevailing guidelines at the earliest. 12. In the interregnum, the Banking Regulations (Amendment) Act, 2020 was brought into effect from 26.06.2020 applying the provisions of Section 44A of the Act of 1949 to the Co-operative banks. On 27.06.2020, the Ministry of Finance had released a press note pointing out that the amendments do not affect existing powers of the State Registrar of Co-operative Societies under State Co-operative laws. In furtherance of the Amendment Act, 2020, Reserve Bank of India – respondent no.3, in exercise of powers conferred by Section 35A and Section 44A read with Section 56 of the Act of 1949 issued a Master Direction 2020. In furtherance of the Amendment Act, 2020, Reserve Bank of India – respondent no.3, in exercise of powers conferred by Section 35A and Section 44A read with Section 56 of the Act of 1949 issued a Master Direction 2020. 13. During the pendency of the proposal with the Registrar, Co-operative Societies, respondent no.2 bank on 27.03.2021, passed a Resolution withdrawing the merger. However, on 31.03.2021, the respondent no.3 Reserve Bank of India, granted its sanction to the proposed merger of the respondent no.2 bank into the petitioner no.1 bank on certain terms and conditions. Clause (i) of paragraph 3 required that where the scheme contains provisions requiring approval from other authorities like Revenue Authorities, Registrar of Co-operative Societies etc. the sanction from the Reserve Bank should not be construed as approval of all such provisions of such scheme. The sanction would mean that the Reserve Bank of India has looked into financial aspects of the proposal from the point of view of protection of the depositors’ interest of the target bank and acquiring bank. Clause (ix) of paragraph 3 provided that reference date of the merger may be as advised by the respective Registrar of the Co-operative Societies by passing order for the proposed merger of the respondent no.2 bank with the petitioner no.1 bank. It also provided that the same shall be reckoned as a reference date for the purpose of the sanction. As per paragraph 4, the sanction was valid for the period of six months from the date of the issue which was upto 30.09.2021 and it has been reported that the Reserve Bank of India – respondent no.3 has not extended the validity of its sanction to the proposed merger of the respondent no.2 bank with the petitioner no.1 bank beyond 30.09.2022. 14. As can be culled out from the affidavit-in-reply of the respondent no.2 bank, the Board of Directors in its meeting dated 27.03.2021, has passed a Resolution containing the decision of not transferring assets and liabilities of the respondent no.2 bank to the petitioner no.1 bank and the Registrar, Co-operative Societies was accordingly informed. The petitioner no.1 bank, also addressed a communication dated 25.04.2021 to the respondent no.1 Registrar, Co-operative Societies regarding the Resolution no.2 dated 27.03.2021 withdrawing the merger. The petitioner no.1 bank, also addressed a communication dated 25.04.2021 to the respondent no.1 Registrar, Co-operative Societies regarding the Resolution no.2 dated 27.03.2021 withdrawing the merger. The respondent no.3 Reserve Bank of India therefore, addressed a letter dated 15.06.2021 to the Commissioner Registrar, Co-operative Societies taking note of the letter dated 25.04.2021 of the petitioner no.1 bank; however, it requested necessary action at the end of the Registrar, Co-operative Societies under the provisions of Act of 1961. It is thereafter that the Registrar, Co-operative Societies – respondent no.1 passed an order dated 30.09.2021 refusing the request of the petitioners for merger of the respondent no.2 bank into the petitioner no.1 bank. Being aggrieved, that the petitioners have filed the captioned writ petition praying for quashing and setting aside the order dated 30.09.2021 passed by the respondent no.1. 15. Before delving into the discussion, provisions of Section 17, Section 115A of the Act of 1961, are worth referring to: “Section 17- Amalgamation transfer, division of conversion of societies.- (1) Subject to the provisions of the rules and the previous sanction of the Register a society may, by resolution passed by two-thirds majority of the members present and voting at a special general meeting held for the purpose, decide— (a) to amalgamate with another society; (b) to transfer its assets and liabilities, in whole or in part, to any other society; (c) to divide itself into two or more societies; (d) to convert itself into another class of society; or (e) to change its object. (2) Where the amalgamation, transfer, division or conversion referred to in sub-section (1) involves a transfer of the liabilities of society to any other society, the Registrar shall not sanction the resolution of the society unless he is satisfied that— (i) the society, after passing such resolution, has given notice thereof in writing to all its members, creditors and other persons whose interests are likely to be affected (hereinafter, in this section referred to as “other interested persons”), giving the option, to be exercised within one month from the date of the receipt of such notice, of becoming members of any of the new societies, or continuing their membership in the amalgamated or converted society, or of withdrawing their investments in its shares, their deposits and loans and demanding payment of their other dues, if any, (ii) all the members and creditors and other interested persons, have assented to the decision, or are deemed to have assented thereto by having failed to exercise the option within the period specified, have been met in full. (iii) All claims of members and creditors and other interested persons, who exercise the option within the period specified, have been met in full. (3) Notwithstanding anything contained in the Transfer of Property Act, 1882, or the Indian Registration Act, 1908, in the event of division or conversion, the registration of the new societies or, as the case may be, of the converted society, and in the event of amalgamation, on the amalgamation the resolution of the societies concerned with amalgamation, shall in each case be sufficient conveyance to vest the assets and liabilities of the original society or amalgamating societies in the new societies or converted or amalgamated society, as the case may be. (4) The amalgamation, transfer, division or conversion made under this section shall not affect any right or obligation of the societies so amalgamated, or of the society so divided or converted, or of the transferee, or render defective any legal proceedings which might have been continued or commenced by or against the societies which have been amalgamated, or dividend or converted; and accordingly such legal proceedings may be continued or commenced by or against the amalgamated society, the converted society, the new societies or the transferee, as the case may be.” 16. Sub-section (1) of Section 17 provides that subject to the provisions of the rules and the previous sanction of the Registrar; a society may, by resolution passed by two-thirds majority of the members present and voting at a Special General Meeting, inter alia, decide to amalgamate with another society. Sub-section (2) of Section 17 provides that where the amalgamation involves a transfer of the liabilities of the society to any other society, the Registrar shall not sanction the resolution of the society unless he is satisfied that the society has followed the procedure as contained in sub-clause (i) to (iii) of sub-section (2) of Section 17. Clearly, Section 17 empowers the Registrar to accord its previous sanction permitting amalgamation of one society with another society. So far as the powers of the respondent no.3 Reserve Bank of India are concerned, relevant provision would be Section 115A which is contained in Chapter XA-titled “Insured Co-operative Banks”. The provision opens with a non obstante clause and it states that in the case of any insured co-operative bank an order, inter alia, of amalgamation of the bank may be made only with the previous sanction in writing of the Reserve Bank of India. Relevant extracts of Section 115A are reproduced hereinbelow for ready reference: “115A. Notwithstanding anything contained in this Act, in the case of an insured cooperative bank,— (1) an order of winding up or an order sanctioning a scheme of compromise or arrangement or of amalgamation or reconstruction (including division or reorganization) of the bank may be made only with the previous sanction in writing of the Reserve bank of India ; (2) xxxx (3) xxxx” 17. At this stage, relevant would also be the provisions of Guidelines of 2005, which provides that with a view to facilitating, consolidation and emergence of strong entities and providing an avenue for non-disruptive exit of weak/unviable entities in the co-operative banking sector, it has been decided to frame guidelines to encourage merger/amalgamation in the sector. Paragraphs 1 to 6 of the guidelines of 2005 read thus: “With a view to facilitating consolidation and emergence of strong entities and providing an avenue for non disruptive exit of weak/unviable entities in the co-operative banking sector, it has been decided to frame guidelines to encourage merger/amalgamation in the sector. 2. Paragraphs 1 to 6 of the guidelines of 2005 read thus: “With a view to facilitating consolidation and emergence of strong entities and providing an avenue for non disruptive exit of weak/unviable entities in the co-operative banking sector, it has been decided to frame guidelines to encourage merger/amalgamation in the sector. 2. Although the Banking Regulation Act, 1949 (AACS) does not empower Reserve Bank to formulate a scheme with regard to merger and amalgamation of co-operative banks, the State Governments have incorporated in their respective Co-operative Societies Acts a provision for obtaining prior sanction in writing, of RBI for an order, inter alia, for sanctioning a scheme of amalgamation or reconstruction. 3. The request for merger can emanate from banks registered under the same State Act or from banks registered under the Multi State Co-operative Societies Act (Central Act) for takeover of a bank/s registered under State Act. While the State Acts specifically provide for merger of co-operative societies registered under them, the position with regard to take over of a co-operative bank registered under the State Act by a co-operative bank registered under the Central Act is not clear. Although there are no specific provisions in the State Acts or the Central Act for the merger of a co-operative society under the State Acts with that under the Central Act, it is felt that, if all concerned including administrators of the concerned Acts are agreeable to order merger/ amalgamation, RBI may consider proposals on merits leaving the question of compliance with relevant statutes to the administrators of the Acts. In other words, Reserve Bank will confine its examination only to financial aspects and to the interests of depositors as well as the stability of the financial system while considering such proposals. 4. The procedure for merger either voluntary or otherwise is outlined in the respective state statutes/ the Multi State Cooperative Societies Act. The Registrars, being the authorities vested with the responsibility of administering the Acts, will be ensuring that the due process prescribed in the Statutes has been complied with before they seek the approval of the RBI. They would also be ensuring compliance with the statutory procedures for notifying the amalgamation after obtaining the sanction of the RBI. 5. The Registrars, being the authorities vested with the responsibility of administering the Acts, will be ensuring that the due process prescribed in the Statutes has been complied with before they seek the approval of the RBI. They would also be ensuring compliance with the statutory procedures for notifying the amalgamation after obtaining the sanction of the RBI. 5. An application for merger giving the proposed scheme will have to be submitted by the banks concerned to the Registrar of Co-operative Societies (RCS) / Central Registrar of Co-operative Societies (CRCS). The acquirer bank shall also forward a copy of the scheme to the Reserve Bank along with information as in Annexure I. The Reserve Bank will be examining the same with reference to the financial aspects and the interests of depositors based on the criteria/factors outlined in Annexure II and convey its decision to the concerned State RCS and in case the acquirer is a Multi-state Bank, to the CRCS and the RCS of the State in which the acquired bank is situated. 6. The State Acts also provide for compulsory amalgamation of the cooperative societies by the RCS. In such cases too, prior approval of RBI is necessary. The schemes received from RCS will be examined with reference to the financial aspects and the interests of depositors as well as the stability of the financial system, based on the criteria/factors outlined in Annexure II and decision conveyed to the RCS.” 18. Close reading of paragraph 3, suggest that Reserve Bank of India confines its examination only to financial aspects and to the interest of the depositors as well as stability of the financial system. Paragraph 4 which is under heading ‘Procedure for merger’, states that Registrars being the authorities vested with the responsibility of administering the acts will be ensuring that the due process prescribed in the statute has been complied with before it seeks the approval of the Reserve Bank of India and would also be ensuring compliance with the statutory procedures for notifying the amalgamation after obtaining the sanction of the Reserve Bank of India. Paragraphs 5 and 6 highlight the examination by the Reserve Bank only with reference to the financial aspects and in the interest of the depositors based on the criteria factors outlined in the annexures. 19. Paragraphs 5 and 6 highlight the examination by the Reserve Bank only with reference to the financial aspects and in the interest of the depositors based on the criteria factors outlined in the annexures. 19. In the case on hand, it is admitted fact that the application dated 10.06.2019 was preferred by the petitioner no.1 bank requesting respondent no.3 Reserve Bank of India to issue No Objection Certificate for merger of the respondent no.2 bank into the petitioner no.1 bank. In the very same letter, request is also made to the Registrar, Co-operative Societies. Relevant excerpts read thus: “xxxxx xxxxx On the basis of the above submission, our bank hereby requests your good selves as under 1. To the State Registrar A. To approve the Scheme of Merger within the reasonable time in the interest of depositors and stake holders. B. To forward the same to Reserve Bank of India, Mumbai with your recommendation at your earliest for NOC. 2. To the Reserve Bank of India To grant us NOC for the proposed merger as per prevailing guidelines at your earliest.” 20. Clearly, the petitioner no.1 bank had put its prayers to the State Registrar and also the respondent no.3 Reserve Bank of India. To the State Registrar it has requested; (i) to approve the scheme of merger within the reasonable time in the interest of the depositors and stake holders and (ii) to forward the same to the Reserve Bank of India with its recommendation at the earliest for No Objection Certificate. To the respondent no.3 Reserve Bank of India, request is made to grant No Objection Certificate for the proposed merger as per the prevailing guidelines. The proposal, remained pending and the respondent no.3 Reserve Bank of India vide letter dated 31.03.2021 accorded its sanction. Paragraph 3 of the said sanction contained various conditions. Relevant would be condition nos.(i) and (ix) of paragraph 3. Condition nos.(i) and (ix) of paragraph 3 so also paragraph 4 read thus: “3. xxxx i) Where the scheme contains provisions requiring approval from other authorities like Revenue Authorities, Registrar of Co-operative Societies, Central Registrar of Co-operative Societies etc., the sanction from the Reserve Bank should not be construed as approval of all such provisions of the schemes. Condition nos.(i) and (ix) of paragraph 3 so also paragraph 4 read thus: “3. xxxx i) Where the scheme contains provisions requiring approval from other authorities like Revenue Authorities, Registrar of Co-operative Societies, Central Registrar of Co-operative Societies etc., the sanction from the Reserve Bank should not be construed as approval of all such provisions of the schemes. The sanction would mean that the Reserve Bank has looked into financial aspects of the proposal from the point of view of protection of depositors' interest of the TB and AB and the AB's compliance with the prudential financial parameters post-merger. The AB needs to pursue approval from concerned authorities for other provisions. wherever necessary. ix) The reference date of merger may be as advised by the respective Registrar of Co-operative Societies (RCS, Gujarat for The Viramgam Mercantile Co-operative Bank Ltd., Viramgam, Dist. Ahmedabad and RCS, Maharashtra for Kutch Co- operative Bank Ltd., Mumbai) in his order for the proposed merger of with The Bhuj Mercantile Co-operative Bank and shall be reckoned as the reference date for the purpose of this sanction. 4. This sanction will be valid for a period of six months from the date of issue.” 21. As per condition no.(i) of paragraph 3, it has been clarified that where the scheme contains provisions requiring approval from other authorities, inter alia, Registrar of Co-operative Societies, the sanction from the Reserve Bank of India should not be construed as approval of all such provisions of the scheme. It also clarifies that the Reserve Bank has looked into the financial aspects of the proposal from the point of view of the protection of the depositors’ interest of the target bank and acquiring bank. Condition (ix) provided that reference date of merger may be as advised by the Registrar of the Co-operative Societies in his order for the proposed merger for the purpose of the sanction. According to paragraph 4, validity of the sanction was for a period of six months from the date of issue. It has been reported before this Court that the respondent no.3 Reserve Bank of India has not extended the validity of its sanction to the proposed merger beyond 30.09.2022. The aforesaid conditions, as can be seen are in conformity with the guidelines of 2005 which obliges the Reserve Bank of India to decide the financial aspects. 22. It has been reported before this Court that the respondent no.3 Reserve Bank of India has not extended the validity of its sanction to the proposed merger beyond 30.09.2022. The aforesaid conditions, as can be seen are in conformity with the guidelines of 2005 which obliges the Reserve Bank of India to decide the financial aspects. 22. Pertinently, the procedure was followed under the provisions of Section 17 of the Act of 1961. Sanction was accorded by the respondent no.3 Reserve Bank of India as per the provisions of Section 115A of the Act of 1961. The impugned order dated 30.09.2021 also came to be passed by the Registrar of Co-operative Societies as per Section 17. In the interregnum, the Parliament has promulgated the Ordinance amending the provisions of Section 56 of the Act of 1949 and by virtue of the said amendment, the provisions of Section 44A have been made applicable to the Co-operative banks as well. The Act has come into force with effect from 26.06.2020. Under the circumstances, contention is raised that after application of Section 44A to the Co-operative banks, the Registrar, Co-operative Societies will not have any jurisdiction and it will be respondent no.3 Reserve Bank of India who will have the jurisdiction to decide the application seeking amalgamation. 23. Section 44A of the Act of 1949, is extracted herein below: “44A. Procedure for amalgamation of banking companies.—(1) Notwithstanding anything contained in any law for the time being in force, no banking company shall be amalgamated with another banking company, unless a scheme containing the terms of such amalgamation has been placed in draft before the shareholders of each of the banking companies concerned separately, and approved by a resolution passed by a majority in number representing two-thirds in value of the shareholders of each of the said companies, present either in person or by proxy at a meeting called for the purpose. (2) Notice of every such meeting as is referred to in sub-section (1) shall be given to every shareholder of each of the banking companies concerned in accordance with the relevant articles of association indicating the time, place and object of the meeting, and shall also be published at least once a week for three consecutive weeks in not less than two newspapers which circulate in the locality or localities where the registered offices of the banking companies concerned are situated, one of such newspapers being in a language commonly understood in the locality or localities. (3) Any shareholder, who has voted against the scheme of amalgamation at the meeting or has given notice in writing at or prior to the meeting to the company concerned or to the presiding officer of the meeting that he dissents from the scheme of amalgamation, shall be entitled, in the event of the scheme being sanctioned by the Reserve Bank, to claim from the banking company concerned, in respect of the shares held by him in that company, their value as determined by the Reserved Bank when sanctioning the scheme and such determination by the Reserve Bank as to the value of the shares to be paid to the dissenting share holder shall be final for all purposes. (4) If the scheme of amalgamation is approved by the requisite majority of shareholders in accordance with the provisions of this section it shall be submitted to the Reserve Bank for sanction and shall, if sanctioned by the Reserve Bank by an order in writing passed in this behalf, be bindings on the banking companies concerned and also on all the shareholders thereof. ***** (6) On the sanctioning of a scheme of amalgamation by the Reserve Bank, the property of the amalgamated banking company shall, by virtue of the order of sanction, be transferred to and vest in, and the liabilities of the said company shall, by virtue of the said order be transferred to, and become the liabilities of, the banking company which under the scheme of amalgamation is to acquire the business of the amalgamated banking company, subject in all cases to 1 [the provisions of the scheme as sanctioned].] [(6A) Where a scheme of amalgamation is sanctioned by the Reserve Bank under the provisions of this section, the Reserve Bank may, by a further order in writing, direct that on such date as may be specified therein the banking company (hereinafter in this section referred to as the amalgamated banking company) which by reason of the amalgamation will cease to function, shall stand dissolved and any such direction shall take effect notwithstanding anything to the contrary contained in any other law. (6B) Where the Reserve Bank directs a dissolution of the amalgamated banking company, it shall transmit a copy of the order directing such dissolution to the Registrar before whom the banking company has been registered and on receipt of such order the Registrar shall strike off the name of the company. (6B) Where the Reserve Bank directs a dissolution of the amalgamated banking company, it shall transmit a copy of the order directing such dissolution to the Registrar before whom the banking company has been registered and on receipt of such order the Registrar shall strike off the name of the company. (6C) An order under sub-section (4) whether made before or after the commencement of section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963 (55 of 1963) shall be conclusive evidence that all the requirements of this section relating to amalgamation have been complied with, and a copy of the said order certified in writing by an officer of the Reserve Bank to be true copy of such order and a copy of the scheme certified in the like manner to be a true copy thereof shall, in all legal proceedings (whether in appeal or otherwise and whether instituted before or after the commencement of the said section 19), be admitted as evidence to the same extent as the original order and the original scheme.] [(7) Nothing in the foregoing provisions of this section shall affect the power of the Central Government to provide for the amalgamation of two or more banking companies under section 396 of the Companies Act, 1956 (1 of 1956); Provided that no such power shall be exercised by the Central Government except after consultation with the Reserve Bank.]” 24. Section 44A is a self-contained code, providing for amalgamation of two banking companies. Title to Section 44A of the Act of 1949 provides for the procedure for amalgamation of banking companies. Sub-section (1) opens with a non obstante clause and provides for formulation of scheme containing various terms and conditions; placing of it before the shareholders and approval by passing a Resolution by majority. Sub-section (2) provides for mode and manner of issuance and publication of the notice in the newspaper etc. Sub-section (3) provides for the consequences in the event of shareholder’s dissent to the scheme of amalgamation and entitlement to claim from the banking company concerned, value as determined by the Reserve Bank of India of the shares held by him. Sub-section (4) says about submission of scheme to the Reserve Bank of India for its sanction and if sanctioned by order in writing, its binding effect on the companies and also on shareholders. Sub-section (4) says about submission of scheme to the Reserve Bank of India for its sanction and if sanctioned by order in writing, its binding effect on the companies and also on shareholders. As a sequel to the order under sub-section (4), sub-section (6) speaks about transfer and vesting of the properties and the liabilities in the banking companies, which under the scheme of amalgamation is to acquire the business of the amalgamated banking company. Further, sub-section (6A), inter alia, provides that where the scheme of amalgamation is sanctioned, Reserve Bank of India by passing an order in writing, specify a date which by reason of amalgamation shall cease to function. Provision further states that the banking company shall stand dissolve and any direction shall take effect, notwithstanding to the contrary contained in any other law. Procedure as regards passing of the order and specifying the date, can be culled out from the provisions of sub-sections (6) and (6A). 25. Apt to note, would be, the provisions of the Master Directions 2020 issued in exercise of the powers conferred by Section 35A and Section 44A read with Section 56 of the Act of 1949. It contains VI Chapters, covering numerous provisions of amalgamation of Urban Co-operative Banks (hereinafter referred to as “UCBs”) with another UCB, namely; (i) Scope, (ii) Approval by Board of Directors; (iii) Amalgamation of UCBs; (iv) Procedure for application for amalgamation of UCBs; (v) Entitlement of dissenting shareholders; (vi) Sanction of scheme of amalgamation; (vii) Incentives to amalgamating UCBs and (viii) Repeal and other provisions. Chapter VI titled ‘Repeal and Other Provisions’, reads thus: “CHAPTER-VI REPEAL AND OTHER PROVISIONS 16. With the issue of these Directions, the circular PCB.Cir.36/09.169.00/04-05 dated February 2, 2005 on "Guidelines for Merger / Amalgamation of Urban Co-operative Banks' issued by the Reserve Bank stands repealed. Reserve Bank may, however, approve the proposals for voluntary amalgamation received before the date of issue of these directions and found viable under the aforesaid guidelines.” 26. It provides that Reserve Bank of India may however approve the proposals for voluntary amalgamation received before the date of issue of the directions and found viable under the aforesaid guidelines. The intention has been made clear that application received before the date of issue of directions and found viable, may be approved under the old Guidelines of 2005. It provides that Reserve Bank of India may however approve the proposals for voluntary amalgamation received before the date of issue of the directions and found viable under the aforesaid guidelines. The intention has been made clear that application received before the date of issue of directions and found viable, may be approved under the old Guidelines of 2005. Furthermore, Schedule A to the Master Directions 2020, is indicative list of information to be sent with application for amalgamation. Item no.7 of the said list requires the details of transfers and vesting of assets, liabilities, income, expenditure, rights, claims etc. Similarly, item no.10 is with respect to information related to employees (of amalgamated bank) namely, absorption, remuneration, transfer of PF/Gratuity, pension funds, trusts of amalgamated bank to amalgamating bank. Documents to be furnished along with the scheme of amalgamation are also listed in the Schedule B namely, draft scheme approved by the shareholders; certified copy of the Minutes of the Board meeting; copies of the notices of every meeting called for approval together with newspaper cuttings; certificate copy of the certificates signed by each of the officers presiding at the meeting of the shareholders certifying various aspects as indicated therein, so on and so forth. 27. Apart from the aforesaid, the Banking Regulations (Amendment) Ordinance, 2020 was promulgated somewhere in the month of June 2020 making Section 44A of the Act of 1949 applicable to the Co-operative Banks by amendment of Section 56 of the Act of 1949. Helpful would be the press release by the Ministry of Finance, inter alia, clarifying that the amendments do not affect the existing powers of the Registrar of the Co-operative Societies under State Co-operative laws. Relevant excepts read thus: “The Ordinance amends the Banking Regulation Act, 1949 as applicable to Cooperative Banks. The Ordinance seeks to protect the interests of depositors and strengthen cooperative banks by improving governance and oversight by extending powers already available with RBI in respect of other banks enabling their access to capital. The amendments do not affect existing power of the State Registrars of Co-operative Societies under state co-operative laws. The amendments do not apply to Primary Agricultural Credit Societies (PACS) or co-operative societies whose primary object and principal business is long-term finance for agricultural development and which do not use the word “bank” or “banker” or “banking” and do not act as drawees of cheques.” 28. The amendments do not apply to Primary Agricultural Credit Societies (PACS) or co-operative societies whose primary object and principal business is long-term finance for agricultural development and which do not use the word “bank” or “banker” or “banking” and do not act as drawees of cheques.” 28. Passage from the Salmond on jurisprudence as quoted with approval in CWT v. Shawaran Kumar Sarup & Sons reported in 1972 (210) ITR 886 and as referred to in the case of Commissioner of Income Tax v. National Agricultural Co-operative Marketing Federation of India (supra) is apt. Paragraph 10 of the said judgment, reads thus: “10. In CWT v. Shawaran Kumar Sarup & Sons reported in 1972 (210) ITR 886, the following passage from the Salmond on jurisprudence has been quoted with approval (at pg. 182): “The law of procedure may be defined as that branch of the law which governs the process of litigation. It is a law of actions -- jus quod ad actiones pertinet -- using the term action in a wide sense to include all legal proceedings, civil or criminal. All the residue is substantive law, and relates, not to the process of litigation, but to its purposes and subject-matters. Substantive law is concerned with the ends which the administration of justice seeks; procedural law deals with the means and instruments by which those ends are to be attained. The latter regulates the conduct and relations of courts and litigants in respect of the litigation itself; the former determines their conduct and relations in respect of the matters litigated.” 29. The judgment in the case of Thirumalai Chemicals Ltd. v. Union of India (supra) is worth referring to as well. Issue was whether the Appellate Tribunal constituted under the Foreign Exchange Management Act, 1999 was right in rejecting a belated appeal filed under Section 19 of the said Act, applying the first proviso to sub-section (2) of Section 52 of Foreign Exchange Regulation Act 1973, instead of following the proviso to sub-section (2) to Section 19 of FEMA. In paragraph 23, the Apex Court has held and observed that substantive law refers to body of rules that creates, defines and regulates rights and liabilities. Right conferred on a party to prefer an appeal against an order is a substantive right conferred by a statute which remains unaffected by subsequent changes in law, unless modified expressly or by necessary implication. Right conferred on a party to prefer an appeal against an order is a substantive right conferred by a statute which remains unaffected by subsequent changes in law, unless modified expressly or by necessary implication. It has been further held that procedural law establishes a mechanism for determining those rights and liabilities and a machinery for enforcing them. Right of appeal being a substantive right always acts prospectively. It has also been held and observed that every statute prospective unless it is expressly or by necessary implication made to have retrospective operation. Paragraphs 23 to 25 are reproduced for ready reference: “23. Substantive law refers to body of rules that creates, defines and regulates rights and liabilities. Right conferred on a party to prefer an appeal against an order is a substantive right conferred by a statute which remains unaffected by subsequent changes in law, unless modified expressly or by necessary implication. Procedural law establishes a mechanism for determining those rights and liabilities and a machinery for enforcing them. Right of appeal being a substantive right always acts prospectively. It is trite law that every statute prospective unless it is expressly or by necessary implication made to have retrospective operation. 24. Right of appeal may be a substantive right but the procedure for filing the appeal including the period of limitation cannot be called a substantive right, and aggrieved person cannot claim any vested right claiming that he should be governed by the old provision pertaining to period of limitation. Procedural law is retrospective meaning thereby that it will apply even to acts or transactions under the repealed Act. 25. Law on the subject has also been elaborately dealt with by this Court in various decisions and reference may be made to few of those decisions. This Court in Garikapati Veeraya vs. N. Subbiah Choudhry & Ors. AIR 1957 SC 540 , New India Insurance Company Limited Vs. Smt. Shanti Mishra (1975) 2 SCC 840 , Hitendra Vishnu Thakur & Ors. vs. State of Maharashtra & Ors. (1994) 4 SCC 602 ; Maharaja Chintamani Saran Nath Shahdeo vs. State of Bihar & Ors. (1999) 8 SCC 16 ; Shyam Sundar & Ors. vs. Ram Kumar & Anr. AIR 1957 SC 540 , New India Insurance Company Limited Vs. Smt. Shanti Mishra (1975) 2 SCC 840 , Hitendra Vishnu Thakur & Ors. vs. State of Maharashtra & Ors. (1994) 4 SCC 602 ; Maharaja Chintamani Saran Nath Shahdeo vs. State of Bihar & Ors. (1999) 8 SCC 16 ; Shyam Sundar & Ors. vs. Ram Kumar & Anr. (2001) 8 SCC 24 , has elaborately discussed the scope and ambit of an amending legislation and its retrospectivity and held that every litigant has a vested right in substantive law but no such right exists in procedural law. This court has held the law relating to forum and limitation is procedural in nature whereas law relating to right of appeal even though remedial is substantive in nature.” 30. The petitioners have tried to confuse the provisions of Section 44A of the Act of 1949 by terming it as procedural law; however, there lies a fallacy. Considering the provisions contained in Section 44A of the Act of 1949, its scope and effect, clearly, it creates, defines and regulates rights and liabilities of the stakeholders. The procedure is meant for facilitating amalgamation of banking companies and not the branch of law governing the process of litigation. Read, in juxta pose, the above referred principle on issue, provisions of the Act of 1949 so also the Master Directions 2020, it leads to only one conclusion that Section 44A of the Act of 1949 is a substantive law. Furthermore, in absence of any provision as regards its retrospective operation, it has to act prospectively. Thus, the submission of the learned counsel for the petitioners that Section being a procedural law, it acts retrospectively and the Registrar, Co-operative Societies will have no jurisdiction, would pale into insignificance. 31. It is also sought to be argued that title of Section 44A makes a reference of ‘procedure’ and therefore, the provisions are procedural and being procedural, it will have a retrospective effect. Pertinently, it is only when the provisions are unclear or ambiguous, recourse to title is taken for finding out the object; however, when the provisions are clear and unambiguous, taking aid of the title would not be necessary. 32. Furthermore, it is not in dispute that the application dated 10.06.2019 was filed as per the provisions of Act of 1961. It was pursued accordingly. 32. Furthermore, it is not in dispute that the application dated 10.06.2019 was filed as per the provisions of Act of 1961. It was pursued accordingly. It is also not in dispute that the petitioner no.1 bank had not submitted any application or followed the procedure for amalgamation after the application of Section 44A to the co-operative banks and therefore, it cannot now turn around and challenge the impugned order on the ground that the respondent no.1 had no jurisdiction. 33. Also, the proposal was submitted on 10.06.2019. It is thereafter, correspondences were exchanged between the parties namely the petitioners and respondents. As the record reveals, on 27.03.2021, the respondent no.2 bank passed a Resolution in its General Meeting withdrawing the merger, followed by the intimation by the respondent no.2 bank to the Registrar, Co-operative Societies about withdrawal of its merger. On 25.04.2021, even the petitioner no.1 bank informed to the Registrar, Co-operative Societies about the withdrawal of the merger. Not only that the said aspect, was also brought to the notice of the Reserve Bank of India which, while addressing the letter dated 15.06.2021 to the Commissioner Registrar of Co-operative Societies, pointed out that the members of the respondent no.2 bank in its Annual General Meeting have decided to cancel the proposal of merger with the petitioner no.1 bank; however, Reserve Bank of India requested Commissioner to consider the appropriate action under the provisions of Act of 1961. Therefore, the respondent no.2 bank had expressed its disinclination to merge with the petitioner no.1 bank. After the said Resolution, if at all the petitioner no.1 bank was willing to go ahead with the amalgamation, it had to undertake the procedure, if permissible and in accordance with law. In the present case, no such procedure has been undertaken by the petitioner no.1 bank. The issue which arises, is when the respondent no.2 bank had withdrawn its consent will it be open to the petitioner no.1 bank to pursue the issue? In view of the above discussion, answer has to be negative. 34. Moving further, learned counsel for the petitioners has raised the contention that the order has been passed by the Registrar, Co-operative Societies in violation of principles of natural justice inasmuch as, the petitioners, were not heard before passing the order. In view of the above discussion, answer has to be negative. 34. Moving further, learned counsel for the petitioners has raised the contention that the order has been passed by the Registrar, Co-operative Societies in violation of principles of natural justice inasmuch as, the petitioners, were not heard before passing the order. The said contention does not deserve acceptance considering the fact that the proposal was moved in the year 2019 and in the interregnum, various developments took place, namely, exchange of communications, request for expediting the proposal, amendment of Section 56 and consequent application of Section 44A of the Act of 1949 to the co-operative banks and most importantly, the resolution dated 27.03.2021 of the respondent no.2, resolving to withdraw the merger. The respondent no.2 bank itself has passed the resolution, withdrawing the request of merger; which fact has been acknowledged by the petitioner no.1 bank itself and it in turn, addressed a letter to the Reserve Bank of India. The Registrar, Co- operative Societies has taken note of the said aspect of withdrawal, which was one of the grounds for rejecting the proposal for amalgamation. When the facts regarding withdrawal of the merger are admitted and undisputed, observance of elementary principles of natural justice, are not required to be complied with, resulting into empty formality. 35. Paragraphs 21 to 26 of the judgment of the Apex Court in the case of Aligarh Muslim University v. Mansoor Ali Khan (supra), are worth referring to. “21. As pointed recently in M.C. Mehta Vs. Union of India, there can be certain situations in which an order passed in violation of natural justice need not be set aside under Article 226 of the Constitution of India. For example where no prejudice is caused to the person concerned, interference under Article 226 is not necessary. Similarly, if the quashing of the order which is in breach of natural justice is likely to result in revival of another order which is in itself illegal as in Gadde Venkateswara Rao v. Govt. of A.P., it is not necessary to quash the order merely because of violation of principles of natural justice. 22. In M.C.Mehta it was pointed out that at one time, it was held in Ridge v. Baldwin that breach of principles of natural justice was in itself treated as prejudice and that no other 'de facto' prejudice needed to be proved. 22. In M.C.Mehta it was pointed out that at one time, it was held in Ridge v. Baldwin that breach of principles of natural justice was in itself treated as prejudice and that no other 'de facto' prejudice needed to be proved. But, since then the rigour of the rule has been relaxed not only in England but also in our country. In S.L. Kapoor v. Jagmohan, Chinnappa Reddy, J. followed Ridge v. Baldwin and set aside the order of supersession of the New Delhi Metropolitan Committee rejecting the argument that there was no prejudice though notice was not given. The proceedings were quashed on the ground of violation of principles of natural justice. But even in that case certain exceptions were laid down to which we shall presently refer. 23. Chinnappa Reddy, J. in S.L.Kapoor's case, laid two exceptions (at SCC p.395) namely, " if upon admitted or indisputable facts only one conclusion was possible", then in such a case, the principle that breach of natural justice was in itself prejudice, would not apply. In other words if no other conclusion was possible on admitted or indisputable facts, it is not necessary to quash the order which was passed in violation of natural justice. Of course, this being an exception, great care must be taken in applying this exception. 24. The principle that in addition to breach of natural justice, prejudice must also be proved has been developed in several cases. In K.L. Tripathi v. State Bank of India, Sabyasachi Mukherji, J. (as he then was) also laid down the principle that not mere violation of natural justice but de facto prejudice (other than non-issue of notice) had to be proved. It was observed: quoting Wade Administrative Law, (5th Edn. pp.472-75), as follows: (SCC p.58, para 31) "[I]t is not possible to lay down rigid rules as to when principles of natural justice are to apply, nor as their scope and extent ....There must have been some real prejudice to the complainant; there is no such thing as a merely technical infringement of natural justice. The requirements of natural justice must depend on the facts and circumstances of the case, the nature of the inquiry, the rules under which the tribunal is acting, the subject matter to be dealt with and so forth". Since then, this Court has consistently applied the principle of prejudice in several cases. The requirements of natural justice must depend on the facts and circumstances of the case, the nature of the inquiry, the rules under which the tribunal is acting, the subject matter to be dealt with and so forth". Since then, this Court has consistently applied the principle of prejudice in several cases. The above ruling and various other rulings taking the same view have been exhaustively referred to in State Bank of Patiala Vs. S.K. Sharma ( 1996(3) SCC 364 ). In that case, the principle of 'prejudice' has been further elaborated. The same principle has been reiterated again in Rajendra Singh Vs. State of M.P. ( 1996(5) SCC 460 ). 25. The “useless formality” theory, it must be noted, is an exception. Apart from the class of cases of "admitted or indisputable facts leading only to one conclusion" referred to above,- there has been considerable debate of the application of that theory in other cases. The divergent views expressed in regard to this theory have been elaborately considered by this Court in M.C. Mehta referred to above. This Court surveyed the views expressed in various judgments in England by Lord Reid, Lord Wilberforce, Lord Woolf, Lord Bingham, Megarry, J. and Straughton L.J. etc. in various cases and also views expressed by leading writers like Profs. Garner, Craig, De. Smith, Wade, D.H. Clark etc. Some of them have said that orders passed in violation must always be quashed for otherwise the Court will be prejudging the issue. Some others have said, that there is no such absolute rule and prejudice must be shown. Yet, some others have applied via-media rules. We do not think it necessary, in this case to go deeper into these issues. In the ultimate analysis, it may depend on the facts of a particular case. 26. It will be sufficient, for the purpose of the case of Mr Mansoor Ali Khan to show that his case will fall within the exceptions stated by Chinnappa Reddy, J. in S.C. Kapoor v. Jagmohan, namely, that on the admitted or indisputable facts - only one view is possible. In that event no prejudice can be said to have been caused to Mr Mansoor Ali Khan though notice has not been issued.” 36. In that event no prejudice can be said to have been caused to Mr Mansoor Ali Khan though notice has not been issued.” 36. It has been held and observed that “if upon admitted or indisputable facts only one conclusion was possible”, then in such a case, the principle that breach of natural justice was in itself prejudice, would not apply. In other words if no other conclusion was possible on admitted or indisputable facts, it is not necessary to quash the order which was passed in violation of natural justice. Therefore, in the case on hand, the facts are admitted and undisputed, the impugned order does not deserve to be quashed and set aside on the ground of violation of principles of natural justice. 37. In view of the above discussion, on all counts, the petition fails and is hereby rejected. Rule is discharged. No order as to costs.