MINISTRY OF FINANCE
(Department of Financial Services)
New Delhi, the 20th March, 2017
G.S.R. 269(E).—Whereas, the State Bank of India (hereinafter referred to as the Transferee Bank), with the sanction of the Central Government and in consultation with Reserve Bank of India, has entered into negotiations for acquiring, by way of amalgamation, the business including the assets and liabilities of the Bharatiya Mahila Bank Limited (hereinafter referred to as the Transferor Bank);
And, whereas, the terms and conditions relating to the acquisition have been agreed upon by the Central Board of the Transferee Bank and the Board of the Transferor Bank in the form of a Scheme.
And whereas, the Reserve Bank has approved the terms and conditions relating to such acquisition agreed upon, by the Transferor Bank and the Transferee Bank, and forwarded the same to the Central Government for its sanction;
Now, therefore, in exercise of the powers conferred by sub-section (2) of section 35 of the State Bank of India Act, 1955 (23 of 1955), the Central Government, by the following order, accords its sanction, namely :-
1. (1) This Order may be called the Acquisition of Bharatiya Mahila Bank Limited Order, 2017.
(2) It shall come into effect on 1st April, 2017 (hereinafter referred to as the effective date).
2. On and from the effective date, the undertaking of the Transferor Bank as it stood immediately before the effective date shall, without any further act, instrument or deed, stand transferred to, and vest in, the Transferee Bank in the manner provided herein.
3. The undertaking of the Transferor Bank which is transferred to, and will vest in, the Transferee Bank on and from the effective date shall be deemed to include all business, assets, rights, powers, authorities, licenses, permits, approvals, permissions, incentives, loans, subsidies, concessions, grants, liberties, special status’ and other privileges and all properties namely, movable and immovable, real and personal, corporeal and incorporeal, goodwill, copyright, all rights under the intellectual property etc. in possession or reservation, present or contingent of whatever nature and wheresoever situated, including lands, commercial or residential premises, fixtures, vehicles, cash balances, deposits, foreign currencies, disclosed and undisclosed reserves, reserve fund, special reserve fund, benevolent reserve fund, any other fund, stocks, investments, shares, dividends, bonds, debentures, security, management of any industrial concern, loans, advances and guarantees given to industrial concerns, other tenancies, leases and book-debts and all other rights and interest arising out of such property as were immediately before the effective date in the ownership, possession or power of the Transferor Bank within or outside India, all books of account, registers, records and documents relating thereto and shall also be deemed to include all borrowings, liabilities and obligations of whatever kind within or outside India then subsisting of the Transferor Bank whether secured or unsecured, along with any charge, encumbrance, lien or security thereon or in respect thereof.
4. All contracts, deeds, bonds, guarantees, agreements, assurances, powers-of-attorney and other instruments of whatsoever nature and working arrangements subsisting immediately before the effective date shall be as of full force and effect against or in favour of the Transferee Bank and enforceable as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been named therein or had been a party thereto and it shall not be necessary to obtain the consent of any third party or other person who is a party to any of the aforesaid instruments or arrangements to give effect to the provisions of this paragraph.
5. Any proceeding or cause of actions, suits, decrees, recovery certificates, appeals and all other legal proceedings pending or existing immediately before the effective date before any court or tribunal or any other authority (including, for the avoidance of doubt, an arbitral tribunal), by or against the Transferor Bank may, as from the effective date, be continued and enforced by or against the Transferee Bank in which the Transferor Bank has vested by virtue of this Order as it might have been enforced by or against the Transferor Bank as if this Order had not taken effect and shall cease to be enforceable by or against the Transferor Bank.
6. (a) On the effective date, in consideration of the transfer and vesting of the entire undertaking of the Transferor Bank in the Transferee Bank in terms of this Order, the Transferee Bank shall, subject to the provisions of this Order, and without any further application, act or deed, issue and allot in accordance with all applicable laws or regulations, Four crores forty two lakhs thirty one thousand five hundred and ten equity shares of the face value of One rupee each credited as fully paid up in the capital of the Transferee Bank to the Government of India (hereinafter referred to as the Transferor Bank Shareholders) and the records of the depository as members of the Transferor Bank on a date to be fixed by the Board of the Transferee Bank or its Executive Committee after the issuance of this Order (hereinafter referred to as the record date) for every one hundred crore shares of the face value of Ten rupees each held by the shareholders in the Transferor Bank (hereinafter referred to as the Share Exchange Ratio).
(b) The shares of the Transferee Bank issued to the Transferor Bank Shareholders in terms of sub-paragraph (a) above will rank for dividend, voting rights and in all other respects, pari-passu with the existing shares of the Transferee Bank on and from the effective date and shall, subject to applicable regulations, be listed or admitted to trading on the relevant stock exchanges in India, where the existing equity shares of the Transferee Bank are listed or admitted to trading.
(c) On and from the effective date,—
(i) the share capital of the Transferee Bank shall stand enhanced to the extent of the face value of the shares
issued to the Transferor Bank Shareholders pursuant to the provisions of sub- paragraph (a);
(ii) the entire share capital of the Transferor Bank shall, without any further act, deed or instrument, stand cancelled and the share certificates representing such shares shall, without any further act, deed or instrument, be deemed to be automatically cancelled, extinguished and be of no effect;
(iii) the whole time directors, including the Managing Director of the Transferor Bank shall, without any further act, deed or instrument, cease to hold office and the Board of Directors of the Transferor Bank shall stand dissolved;
(iv) the Transferor Bank shall, without any further act, deed or instrument, stand dissolved;
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors) serving in the employment immediately before the effective date shall become, as from the effective date, an officer or, as the case may be, employee of the Transferee Bank, and shall hold his office or service therein in the Transferee Bank on such terms and conditions approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the overall pay and allowances offered to the employees or officers of the Transferor Bank on the effective date shall be not less than the overall pay and allowances as they would have drawn in the Transferor Bank:
Provided further that not later than the expiry of one year from the effective date, the officer or other employee of the Transferor Bank shall be fitted in such scales or grades, as existing in the Transferee Bank, as may be decided by the Central Board of Directors of the Transferee Bank, and shall be offered same pay and allowances as that of the employees of the Transferee Bank.
8. The permanent and regular officers or employees of the Transferor Bank shall be given an offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank and where an officer or other employee of the Transferor Bank does not exercise any option, within a period of fifteen days from the date of the option letter given for exercising the option, to be in the employment of the Transferee Bank, such officer or employee shall be deemed to have accepted to continue in the service of the Transferee Bank.
9. Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947) or in any other law for the time being in force, the transfer of the services of any officers or other employees of the Transferor Bank to the Transferee Bank shall not entitle such officers or other employees to any compensation under the provisions of the Industrial Disputes Act, 1947 or any other law for the time being in force and no such claim shall be entertained by any court, tribunal or any other authority:
Provided that no notice shall be required for any change in the terms and conditions of service of any officer or other employee of the Transferor Bank.
10. The officers or other employees who have retired before the effective date from the service of the Transferor Bank or opted not to join in the service of the Transferee Bank on and from the effective date and entitled to any benefits, rights or privileges from Transferor Bank shall be entitled to receive such benefits, rights or privileges from the Transferee Bank:
Provided that any officers or employees of the Transferor Bank who opt not to join the service of the Transferee Bank on and from the effective date shall not be entitled to notice or compensation, whether for retrenchment or otherwise (including for loss of office or employment or premature termination of his contract of employment with the Transferor Bank).
11. The Provident Fund or the Gratuity Fund or the Pension Fund or any other funds of Transferor Bank and any other bodies created, established or constituted, as the case may be, for the officers or other employees shall continue with the Transferee Bank and any income tax or other tax exemption granted to the Provident Fund or the Gratuity Fund or the Pension Fund or any other funds, if any, shall continue to be applied to the Transferee Bank.
12. Notwithstanding anything contained in the State Bank of India Act, 1955 or any other law for the time being in force or the regulations or the Memorandum or Articles of Association of the Transferor Bank or the Transferee Bank, the Chairman, the Trustees, Executive Trustees or any other person entitled to manage the whole or substantial part of the business and the affairs of the Transferor Bank shall not be entitled to any compensation against the Transferor Bank or Transferee Bank, as the case may be, for the loss of office or for the premature termination of any contract of employment entered into by him with the Transferor Bank.
13. On the day immediately preceeding the effective date, the books of the Transferor Bank shall be closed and balanced and the balance sheet prepared as at the close of business on the date immediately preceding the appointed date (i.e. the date decided by the Central Board of the Transferee Bank and board of the Transferor Bank) and the balance sheet shall be got audited and certified by a Chartered Accountant or a firm of Chartered Accountants approved or nominated by the Audit Committee of the Board of the Transferee Bank for the purpose.
14. A copy of the balance sheet of the Transferor Bank prepared in accordance with the provisions of the foregoing paragraph, shall be filed by the Transferee Bank with the Registrar of Companies (ROC) as soon as possible after it has been received and thereafter the Transferor Bank shall not be required to prepare balance sheet or profit and loss accounts, or to lay the same before its members or file copies thereof with the ROC or to hold any Board meeting or Annual General Meeting for the purpose of considering the balance sheet and accounts or for any other purpose or to comply with the provisions of section 92 of the Companies Act, 2013 (18 of 2013).
15. The share certificates in relation to the shares held in demat mode and those held in the physical mode by the Government of India and its nominees in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from such effective date, without any further act, deed or instrument.
16. The Acquisition of BMBL by SBI is approved by Competition Commission of India, established under The Competition Commission Act, 2002(12 of 2003) vide its order dated 29.11.2016.
17. The Transferee Bank, either through its Central Board or its Executive Committee or any person authorised by the Central Board, may give all such directions, which are not inconsistent with the provisions of this Order as are necessary, expedient, incidental, ancillary or desirable including directions for settling or removing any question of doubt or difficulty that may arise with regard to the meaning or interpretation of this Order, the due and complete implementation of this Order, removing any difficulties as may arise in the course of implementation of the Order and other matters connected therewith, as they think fit, on such determination or directions as the case may be, shall be binding on all persons connected herewith or otherwise interested in this Order in the same manner as if the same were specifically incorporated in this Order.
[F. No. 7/73/2015 -BOA]
MD. MUSTAFA, Jt. Secy.