Government notifies orders related to Acquisition of State Bank of Bikaner & Jaipur, State Bank of Hyderabad, State Bank of Mysore, State Bank of Patiala and State Bank of Travancore.
REGD. NO. D. L.-33004/99
The Gazette of India
EXTRAORDINARY
PART II—Section 3—Sub-section (i)
PUBLISHED BY AUTHORITY
NEW DELHI, WEDNESDAY, FEBRUARY 22, 2017/PHALGUNA 3, 1938
MINISTRY OF FINANCE
(Department of Financial Services)
ORDER
New Delhi, the 22nd February, 2017
G.S.R. 156(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 State Bank of Bikaner and Jaipur (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 State Bank of Bikaner and Jaipur 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
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 and from 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, twenty eight equity shares of the face value of one rupee each credited as fully paid up in the capital of the Transferee Bank to those members of the Transferor Bank excluding the Transferee Bank and its nominees (hereinafter referred to as the Non-Transferee Bank Shareholders) whose names are recorded in the Register of Members and the records of the depository as members of the Transferor Bank on a date to be fixed by the Central Board of the Transferee Bank or its Executive Committee after the issuance of this Order (hereinafter referred to as the record date) for every ten shares of the face value of Ten rupees each held by the Non-Transferee Bank Shareholders in the Transferor Bank (hereinafter referred to as the Share Exchange Ratio):
Provided that-
(i) where a Non-Transferee Bank Shareholders’ holding in the Transferor Bank is such that such shareholder becomes entitled to a fraction of an equity share of the Transferee Bank, the Transferee Bank shall not issue fractional share certificates to such shareholder but shall pay to such shareholder, cash equal to the value of such fractional share determined in accordance with the valuation of the shares of the Transferee Bank as has already been conducted;
(ii) if there are any pending share transfers, whether lodged or outstanding, of any Non-Transferee Bank Shareholder on the Record Date, the Central Board or any committee of the Transferee Bank shall be empowered in appropriate cases, even subsequent to the record date or the effective date, to effectuate such a transfer of shares in the Transferee Bank as if such changes in registered holder were operative as on the record date in order to remove any difficulties arising to the transferor or transferee of the share in the Transferee Bank after the effective date.
(b) The shares of the Transferee Bank issued to the Non-Transferee 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 and/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 Non Transferee Bank Shareholders or their nominees 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 shares of the Transferor Bank shall be delisted from stock exchanges in India where they are listed or admitted to trading:
Provided that trading in the shares of the Transferor Bank shall cease on the record date;
(iv) the whole time directors, including the Managing Director, of the Transferor Bank shall, without any further, act, instrument or deed, cease to hold office and the Board of Directors of the Transferor Bank shall stand dissolved.
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors and Executive Trustees) and officers or employees on probation, serving in the employment of the Transferor Bank 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 as may be approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the pay and allowances offered to the employees or officers of the Transferor Bank shall not be less than the overall pay and allowances as they would have drawn in the Transferor Bank.
8. The permanent and regular officers or permanent and regular employees of the Transferor Bank shall be given offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank after the issuance of this order 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.
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 (23 of 1955) or the State Bank of India (Subsidiary Banks) Act, 1959 (35 of 1959) or any other law for the time being in force or the regulations 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
13. The Transferee Bank, either through its Central Board or its Executive Committee, may give such directions as they may consider necessary to settle any questions or difficulty arising in relation to the meaning or interpretation of this Scheme, for due and complete implementation thereof, for removing any difficulties as may arise in the course of implementation of this Order and other matters connected therewith.
[F.No. 7/73/2015 -BOA]
Md. MUSTAFA, Jt. Secy.
Order
G.S.R. 157(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 State Bank of Hyderabad (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 State Bank of Hyderabad 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 and the entire share capital of the Transferor Bank, which is held by the Transferor Bank shall stand cancelled on the effective date.
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. On the effective date:
(i) the entire share capital of the Transferor Bank shall, without any further act, deed or instrument, stand 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.
(ii) 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
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors and Executive Trustees) and officers or employees on probation, serving in the employment of the Transferor Bank 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 as may be approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the pay and allowances offered to the employees or officers of the Transferor Bank shall not be less than the overall pay and allowances as they would have drawn in the Transferor Bank.
8. The permanent and regular officers or permanent and regular employees of the Transferor Bank shall be given offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank after the issuance of this order 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.
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 (23 of 1955) or the State Bank of India (Subsidiary Banks) Act, 1959 (35 of 1959) or any other law for the time being in force or the regulations 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
13. The Transferee Bank, either through its Central Board or its Executive Committee, may give such directions as they may consider necessary to settle any questions or difficulty arising in relation to the meaning or interpretation of this Order, for due and complete implementation thereof, for removing any difficulties as may arise in the course of implementation of this Order and other matters connected therewith.
[F.No. 7/73/2015 -BOA]
Md. MUSTAFA, Jt. Secy.
ORDER
New Delhi, the 22nd February, 2017
G.S.R. 158 (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 State Bank of Mysore (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 State Bank of Mysore 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
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 and from 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, twenty two equity shares of the face value of One rupee each credited as fully paid up in the capital of the Transferee Bank to those members of the Transferor Bank excluding the Transferee Bank and its nominees (hereinafter referred to as the Non-Transferee Bank Shareholders) whose names are recorded in the Register of Members and the records of the depository as members of the Transferor Bank on a date to be fixed by the Central Board of the Transferee Bank or its Executive Committee after the issuance of this Order (hereinafter referred to as the record date) for every ten shares of the face value of Ten rupees each held by the Non-Transferee Bank Shareholders in the Transferor Bank (hereinafter referred to as the Share Exchange Ratio):
Provided that-
i. where a Non-Transferee Bank Shareholders’ holding in the Transferor Bank is such that such shareholder becomes entitled to a fraction of an equity share of the Transferee Bank, the Transferee Bank shall not issue fractional share certificates to such shareholder but shall pay to such shareholder, cash equal to the value of such fractional share determined in accordance with the valuation of the shares of the Transferee Bank as has already been conducted;
ii. if there are any pending share transfers, whether lodged or outstanding, of any Non-Transferee Bank Shareholder on the Record Date, the Central Board or any committee of the Transferee Bank shall be empowered in appropriate cases, even subsequent to the record date or the effective date, to effectuate such a transfer of shares in the Transferee Bank as if such changes in registered holder were operative as on the record date in order to remove any difficulties arising to the transferor or transferee of the share in the Transferee Bank after the effective date.
(b) The shares of the Transferee Bank issued to the Non-Transferee 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 and/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 Non Transferee Bank Shareholders or their nominees 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 shares of the Transferor Bank shall be delisted from stock exchanges in India where they are listed or admitted to trading:
Provided that trading in the shares of the Transferor Bank shall cease on the record date;
iv. the whole time directors, including the Managing Director, of the Transferor Bank shall, without any further, act, instrument or deed, cease to hold office and the Board of Directors of the Transferor Bank shall stand dissolved.
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors and Executive Trustees) and officers or employees on probation, serving in the employment of the Transferor Bank 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 as may be approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the pay and allowances offered to the employees or officers of the Transferor Bank shall not be less than the overall pay and allowances as they would have drawn in the Transferor Bank.
8. The permanent and regular officers or permanent and regular employees of the Transferor Bank shall be given offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank after the issuance of this order 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.
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 (23 of 1955) or the State Bank of India (Subsidiary Banks) Act, 1959 (35 of 1959) or any other law for the time being in force or the regulations 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
13. The Transferee Bank, either through its Central Board or its Executive Committee, may give such directions as they may consider necessary to settle any questions or difficulty arising in relation to the meaning or interpretation of this Order, for due and complete implementation thereof, for removing any difficulties as may arise in the course of implementation of this Order and other matters connected therewith.
[F.No. 7/73/2015 -BOA]
Md. MUSTAFA, Jt. Secy.
ORDER
New Delhi, the 22nd February, 2017
G.S.R. 159(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 State Bank of Patiala (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 State Bank of Patiala 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 and the entire share capital of the Transferor Bank, which is held by the Transferor Bank shall stand cancelled on the effective date.
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. On the effective date:
(i) the entire share capital of the Transferor Bank shall, without any further act, deed or instrument, stand 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.
(ii) 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
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors and Executive Trustees) and officers or employees on probation, serving in the employment of the Transferor Bank 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 as may be approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the pay and allowances offered to the employees or officers of the Transferor Bank shall not be less than the overall pay and allowances as they would have drawn in the Transferor Bank.
8. The permanent and regular officers or permanent and regular employees of the Transferor Bank shall be given offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank after the issuance of this order 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.
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 (23 of 1955) or the State Bank of India (Subsidiary Banks) Act, 1959 (35 of 1959) or any other law for the time being in force or the regulations 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
13. The Transferee Bank, either through its Central Board or its Executive Committee, may give such directions as they may consider necessary to settle any questions or difficulty arising in relation to the meaning or interpretation of this Order, for due and complete implementation thereof, for removing any difficulties as may arise in the course of implementation of this Order and other matters connected therewith.
[F.No. 7/73/2015 -BOA]
Md. MUSTAFA, Jt. Secy.
ORDER
New Delhi, the 22nd February , 2017
G.S.R. 160 (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 State Bank of Travancore (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 State Bank of Travancore 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
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 and from 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, twenty two equity shares of the face value of One rupee each credited as fully paid up in the capital of the Transferee Bank to those members of the Transferor Bank excluding the Transferee Bank and its nominees (hereinafter referred to as the Non-Transferee Bank Shareholders) whose names are recorded in the Register of Members and the records of the depository as members of the Transferor Bank on a date to be fixed by the Central Board of the Transferee Bank or its Executive Committee after the issuance of this Order (hereinafter referred to as the record date) for every ten shares of the face value of Ten rupees each held by the Non-Transferee Bank Shareholders in the Transferor Bank (hereinafter referred to as the Share Exchange Ratio):
Provided that-
(i) where a Non-Transferee Bank Shareholders’ holding in the Transferor Bank is such that such shareholder becomes entitled to a fraction of an equity share of the Transferee Bank, the Transferee Bank shall not issue fractional share certificates to such shareholder but shall pay to such shareholder, cash equal to the value of such fractional share determined in accordance with the valuation of the shares of the Transferee Bank as has already been conducted;
(ii) if there are any pending share transfers, whether lodged or outstanding, of any Non-Transferee Bank Shareholder on the Record Date, the Central Board or any committee of the Transferee Bank shall be empowered in appropriate cases, even subsequent to the record date or the effective date, to effectuate such a transfer of shares in the Transferee Bank as if such changes in registered holder were operative as on the record date in order to remove any difficulties arising to the transferor or transferee of the share in the Transferee Bank after the effective date.
(b) The shares of the Transferee Bank issued to the Non-Transferee 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 and/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 Non Transferee Bank Shareholders or their nominees 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 shares of the Transferor Bank shall be delisted from stock exchanges in India where they are listed or admitted to trading:
Provided that trading in the shares of the Transferor Bank shall cease on the record date;
(iv) the whole time directors, including the Managing Director, of the Transferor Bank shall, without any further, act, instrument or deed, cease to hold office and the Board of Directors of the Transferor Bank shall stand dissolved.
7. Every permanent and regular officer or other permanent and regular employee of the Transferor Bank (except the Board of Directors and Executive Trustees) and officers or employees on probation, serving in the employment of the Transferor Bank 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 as may be approved by the Central Board of the Transferee Bank and shall continue to work in accordance therewith:
Provided that the pay and allowances offered to the employees or officers of the Transferor Bank shall not be less than the overall pay and allowances as they would have drawn in the Transferor Bank.
8. The permanent and regular officers or permanent and regular employees of the Transferor Bank shall be given offer of employment in writing (hereinafter referred to as the option letter) by the Transferee Bank after the issuance of this order 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.
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 (23 of 1955)or the State Bank of India (Subsidiary Banks) Act, 1959 (35 of 1959) or any other law for the time being in force or the regulations 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
13. The Transferee Bank, either through its Central Board or its Executive Committee, may give such directions as they may consider necessary to settle any questions or difficulty arising in relation to the meaning or interpretation of this Order, for due and complete implementation thereof, for removing any difficulties as may arise in the cours of implementation of the Order and other matters connected therewith.
[F.No. 7/73/2015 -BOA]
Md. MUSTA
