For the purposes of section 64,–– (a) “amalgamation” means the merger of an amalgamating co-operative bank with an amalgamated co-operative bank, if— (i) all the assets and liabilities of the amalgamating co-operative bank or banks immediately before the merger (other than the assets transferred, by sale or distribution on winding up, to the amalgamated co-operative bank) become the assets and liabilities of the amalgamated co-operative bank; (ii) the members holding 75% or more voting rights in the amalgamating co-operative bank become members of the amalgamated co-operative bank; and (iii) the shareholders holding 75% or more in value of the shares in the amalgamating co-operative bank (other than the shares held by the amalgamated co-operative bank or its nominee or its subsidiary, immediately before the merger) become shareholders of the amalgamated co-operative bank; (b) “amalgamating co-operative bank” means— (i) a co-operative bank which merges with another co-operative bank; or (ii) every co-operative bank merging to form a new co-operative bank; (c) “amalgamated co-operative bank” means— Direct Taxes Committee 12 3
(i) a co-operative bank with which one or more amalgamating co-operative banks merge; or (ii) a co-operative bank formed as a result of merger of two or more amalgamating co-operative banks; (d) “business reorganisation” means reorganisation of business involving the amalgamation or demerger of a co-operative bank or conversion of a primary co-operative bank; (e) “conversion” means transition of a primary co-operative bank to a banking company under the scheme of the Reserve Bank of India as may be notified vide its circular number DCBR. CO. LS. PCB. Cir. No. 5/07.01.000/2018-19, dated 27th September, 2018; (f) “converted banking company” means a banking company formed as a result of conversion from primary co-operative bank; (g) “demerger” means the transfer by a demerged co-operative bank of one or more of its undertakings to any resulting co-operative bank, in such manner that— (i) all the assets and liabilities of the undertaking or undertakings immediately before the transfer become the assets and liabilities of the resulting co-operative bank; (ii) the assets and the liabilities are transferred to the resulting co-operative bank at values (other than change in the value of assets consequent to their revaluation) appearing in its books of account immediately before the transfer; (iii) the resulting co-operative bank issues, in consideration of the transfer, its membership to the members of the demerged co-operative bank on a proportionate basis; (iv) the shareholders holding 75% or more in value of the shares in the demerged co-operative bank (other than shares already held by the resulting bank or its nominee or its subsidiary immediately before the transfer), become shareholders of the resulting co-operative bank, otherwise than as a result of the acquisition of the assets of the demerged co-operative bank or any undertaking thereof by the resulting co-operative bank; (v) the transfer of the undertaking is on a going concern basis; and (vi) the transfer is as per the conditions specified by the Central Government, by notification, having regard to the necessity to ensure
CH. IV D.- PROFITS AND GAINS OF BUSINESS OR PROFESSION [Sec 26-66] that the transfer is for genuine business purposes; (h) “demerged co-operative bank” means the co-operative bank whose undertaking is transferred, pursuant to a demerger, to a resulting bank; (i) “predecessor co-operative bank” means the amalgamating co- operative bank or the demerged co-operative bank, or the primary co- operative bank, which has been succeeded as a result of conversion; (j) “primary co-operative bank” shall have the meaning assigned to it in clause (ccv) of section 5 of the Banking Regulation Act, 1949; (k) “resulting co-operative bank” means— (i) one or more co-operative banks to which the undertaking of the demerged co-operative bank is transferred in a demerger; or (ii) any co-operative bank formed as a result of demerger; (l) “successor co-operative bank” means the amalgamated co-operative bank or the resulting bank.