[22nd February, 2017] 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) 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). 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. 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. 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. 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. (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. 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. 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. 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. 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). 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. 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 Bank. 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.Acquisition
of State Bank of Bikaner and Jaipur Order, 2017