In
exercise of the powers conferred by section 9 of the Banking
Companies (Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970), the
Central Government after consultation with the Reserve Bank of India hereby
makes the following Scheme, namely:- (1) This Scheme may be called the Amalgamation of Allahabad Bank into Indian
Bank Scheme, 2020. (2) It shall come into force on the 1st day of April, 2020. (1) In this Scheme, unless the context otherwise requires,- (a) "Act" means the Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1970 (5 of 1970); (b) "Annexure" means Annexure attached to this Scheme; (c) "bank" means the Transferee Bank or Transferor Bank; (d) "Board" means the Board of Directors of Transferee Bank or
Transferor Bank; (e) "Transferee Bank" means Indian Bank; (f) "Transferor Bank" means Allahabad Bank; (g) "Share Exchange Ratio" means the ratio at which the Transferee
Bank shares shall be allotted to the Transferor Bank' shareholders as set out
in the Schedule; and (h) "Schedule" means the schedule to this Scheme. (2) Words and expressions used herein and not defined in this Scheme, but
defined in the Act shall have the meanings respectively assigned to them in the
Act. On the commencement of this
Scheme, the undertakings of the Transferor Bank shall be transferred to and
shall vest in the Transferee Bank. (1) The undertakings of the Transferor Bank shall be deemed to include all
business, assets (including tangible and intangible), estates, rights, titles,
interest, powers, claims, licenses, authorities, permits, approvals,
permissions, incentives, loans, subsidies, concessions, grants, liberties,
special status and other privileges and all property, movable and immovable,
real and personal, tangible and intangible, goodwill, copyright, cash balances,
capital, reserve funds, investments, transactions in derivatives, and all other
rights and interests in, or arising out of, such property and all rights under
the intellectual property, etc., in possession or reservation, present or
contingent of whatever nature and wherever situated (whether within or outside
India), 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 to any industrial concern, other tenancies, leases and book-debts
and all other rights and interests arising out of such property of the
Transferor Bank in relation to the undertakings as were immediately before the
commencement of the Scheme, in the ownership, possession, power or control of
the Transferor Bank within or outside India, and all books of accounts,
registers, records and all other documents of whatever nature 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 in relation to the undertakings. (2) Upon the commencement of this Scheme, the undertakings of the Transferor
Bank shall vest or be deemed to vest or be taken over by the Transferee Bank
without requiring any act, deed, consent or instrument for transfer of the
same. (3) On the commencement of this Scheme, in respect of such of the assets of
the Transferor Bank as are movable in nature or otherwise capable of transfer
by manual or constructive delivery or by endorsement and delivery, the same
shall stand transferred by Transferor Bank to the Transferee Bank without
requiring any deed or instrument of conveyance for transfer of the same and
shall become the property of the Transferee Bank. (4) Without prejudice to the generality of sub-paragraph (1) and in respect
of movable assets other than those dealt with in sub-paragraph (3), including
but not limited to debts, actionable claims, earnest monies, receivables,
bills, credits, loans, advances and deposits, if any, forming part of the
undertaking, whether recoverable in cash or in kind or for value to be
received, bank balances, etc., the same shall stand transferred to and vested
in the Transferee Bank without any notice or other intimation to any person to
the end and intent that the rights of the Transferor Bank to recover or realize
the same stands transferred to the Transferee Bank, and to the extent such
assets is a debt, loan, receivable, advance or deposit, appropriate entries
should be passed in their respective books to record the aforesaid change,
without any notice or other intimation to such debtors, depositors or persons
as the case may be. (5) The assets of the Transferor Bank that are immovable in nature shall, be
vested in or be deemed to have been vested in the Transferee Bank, without any
further act or deed done or being required to be done by the Transferor Bank or
by the Transferee Bank and the Transferee Bank shall be entitled to exercise
all rights and privileges attached to such immovable properties and shall be
liable to pay the ground rent and taxes and fulfil all obligations in relation
to or applicable to such immovable properties. (6) The mutation or substitution of the title to the immovable properties
shall, upon the commencement of this Scheme, be made and duly recorded in the
name of the Transferee Bank. (7) Where any property is held by the Transferor Bank under any lease, the
Transferee Bank shall be deemed to have become the lessee in respect of such
property as if the lease in relation to such property had been granted to the
Transferee Bank and thereupon all the rights under such lease shall be deemed
to have been transferred to, and vested in, the Transferee Bank: Provided that on the expiry of
the term of any lease referred to in this sub-paragraph shall, if so desired by
the Transferee Bank, be renewed on the same terms and conditions on which the
lease was held by the Transferor Bank immediately before the commencement of
this Scheme. (8) Unless otherwise expressly provided in this Scheme, all contracts,
deeds, bonds, agreements, powers of attorney, grants of legal representation
and other instruments of whatever nature subsisting or having effect,
immediately before the commencement of this Scheme and to which Transferor Bank
is a party or which are in favour of the Transferor Bank, shall be of full
force and effect against or in favour of the Transferee Bank, and may be
enforced or acted upon as fully and effectively as if in the place of the
Transferor Bank, the Transferee Bank had been a party thereto or as if they had
been issued in favour of the Transferee Bank 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
provision of this sub-paragraph. (9) If, immediately before the commencement of this Scheme, any cause of
actions, suit, decrees, recovery certificates, appeals or other proceedings of
whatever nature in relation to any business of the undertakings which have been
transferred under paragraph 3, is pending by or against the Transferor Bank
before any court or tribunal or any other authority (including for the
avoidance of doubt, an arbitral tribunal), the same shall not abate, be discontinued
or be, in any way prejudicially affected by reason of the transfer of the
undertakings of the Transferor Bank or of anything contained in this Scheme but
the suit, appeal or other proceeding may be continued, prosecuted and enforced
by or against the Transferee Bank. (10) Without prejudice to the generality of sub-paragraph (1), it is
clarified that on and from the commencement of this Scheme, all permits,
licenses, permissions, approvals, clearances, consents, benefits, tax
incentives or concessions, registrations, entitlements, credits, certificates,
awards, sanctions, allotments, quotas, no objection certificates, exemptions,
concessions, issued to or granted to or executed in favour of the Transferor
Bank, and the rights and benefits under the same, insofar as they relate to the
Transferor Bank, all intellectual property and rights thereto of the Transferor
Bank, whether registered or unregistered, along with all rights of commercial
nature including attached goodwill, title, interest, quality certifications and
approvals, and all other interests relating to the goods or services forming
part of the undertaking and the benefit of all statutory and regulatory
permissions, approvals and consents, registration or other licenses, and
consents acquired by the Transferor Bank forming part of the undertaking, shall
be transferred to and vested in or deemed to have transferred to or vested in
the Transferee Bank and the concerned licensors and grantors of such approvals,
clearances, permissions, etc., shall endorse, where necessary, and record, in
accordance with law, the Transferee Bank on such approvals, clearances,
permissions so as to empower and facilitate the approval and vesting of the
undertaking of the Transferor Bank in the Transferee Bank and continuation of
operations in the Transferee Bank without hindrance and that such approvals,
clearances and permissions shall remain in full force and effect in favour of
or against the Transferee Bank, as the case may be, and may be enforced as
fully and effectually as if, instead of the Transferor Bank, the Transferee
Bank had been a party or beneficiary or oblige thereto. (11) Insofar as various incentives, subsidies, exemptions, all direct tax
related benefits including tax benefits of losses carried forward, minimum
alternate tax credit, depreciation, write-offs, write-downs, write-backs, all
indirect tax related benefits, including goods and services tax benefits,
income tax holiday or benefit or losses and other benefits or exemptions or
privileges enjoyed, or availed by the Transferor Banks shall, subject to the
provisions of the Central Goods and Services Tax Act, 2017, the State Goods and
Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the
Union Territory Goods and Services Tax Act, 2017, without any further act or
deed, in so far as they relate to the Transferor Banks vest with and be
available to the Transferee Bank on the same terms and conditions as if the
same had been allotted or granted or sanctioned or allowed to the Transferee
Bank. (12) Any security interest created in favour of or for the benefit of the
Transferor Bank, whether such security interest be over immovable, movable,
tangible or intangible property, and whether by way of mortgage, hypothecation,
pledge, lien or any other form or mode of creation of security interest, and
all guarantees, letters of comfort, letters of credit or similar instruments in
favour of or for the benefit of the Transferor Bank, shall without any further
act, deed, instrument or thing, be transferred to and vested in the Transferee
Bank or be deemed to have been transferred to and vested in the Transferee
Bank, and shall continue to be in full force and effect and may be enforced as
fully and effectually as if instead of the Transferor Bank, the Transferee Bank
had been the beneficiary or a party thereto, and the benefit shall be available
to the Transferee Bank as if such same were ab initio created in favour of the
Transferee Bank and it shall not be necessary to obtain the consent of any
person concerned therewith in any capacity whatsoever or of the person who
created such security in order to give effect to the provision of this
sub-paragraph. (13) Every permanent and regular officer or other permanent and regular
employee of the Transferor Bank (except the Board) and officers or employees on
probation, serving in the employment of the Transferor Bank immediately before
the commencement of this Scheme, shall become 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 Board of the Transferee Bank and shall continue to work in accordance
therewith: Provided that the pay and
allowance offered to the employees or officers of the Transferor Bank shall not
be less favourable, overall, as compared to what they would have drawn in the
respective Transferor Bank immediately before the commencement of this Scheme
and without any break or interruption in service and the Board of Transferee
Bank shall ensure that the interests of all transferring employees and officers
of the Transferor Bank are protected. (14) Any officer or other employee of the Transferor Bank who does not want
to hold his office or service in the Transferee Bank under sub-paragraph 13,
shall be deemed to have been superannuated on the date immediately preceding
the date of commencement of this Scheme and shall be entitled to all
superannuation benefits from the Transferor Bank as would have been admissible
to him if the undertaking of the Transferor Bank had not been transferred to
and vested in the Transferee Bank and such officer or employee 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). (15) Any officer or other employee of the Transferor Bank who has retired
before the date of commencement of this Scheme from the service of the
Transferor Bank, and entitled to any benefits, rights or privileges from the
Transferor Bank shall be entitled to receive same benefits, rights or
privileges from the Transferee Bank as would have been admissible to him if the
undertaking of the Transferor Bank had not been transferred to and vested in
the Transferee Bank. (16) The Board of the Transferee Bank may, as soon as may be after the
commencement of this Scheme, determine the placement of the employees of the
Transferor Bank including the determination of their inter-se seniority vis-a-vis
the employees of the Transferee Bank. (17) The trustees or administrators of any provident fund, gratuity, pension
fund and such other funds constituted for the employees of the Transferor Bank,
shall on, or as soon as possible after, the commencement of this Scheme,
transfer to the trustees of the employees provident fund, gratuity, pension
fund and any other fund, constituted for the Transferee Bank or otherwise as
the Transferee Bank may direct, all monies and investments held in trust for
the benefit of the employees of the Transferor 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 of Transferor Bank, if any, shall continue to be
applied to the Transferee Bank: Provided that such latter
trustees of Transferee bank shall not be liable for deficiency in the value of
investments or in respect of any act, neglect or default done before the
commencement of this Scheme. (18) If according to the laws of any country outside India, the provisions of
this Scheme by themselves are not effective to transfer or vest any asset or
liability situated in that country which forms part of the undertaking of the
Transferor Bank to, or in, the Transferee Bank, the affairs of the Transferor
Bank in relation to such asset or liability shall, stand entrusted to the chief
executive officer for the time being of the Transferee Bank, and the chief
executive officer may exercise all powers and do all such acts and things as
may be exercised or done by the Transferor Bank for the purpose of effectively
transferring such assets and discharging such liabilities and shall take all
such steps as may be required by the laws of any such country outside India for
the purpose of effecting such transfer or vesting, and may either himself or
through any person authorised by him in this behalf realise any asset and
discharge any liability of the Transferor Bank. On and from the date of
commencement of this Scheme,- (i) the Board of the Transferor Bank shall stand dissolved; (ii) any whole-time director, including the managing director, of the
Transferor Bank shall cease to hold office and shall be entitled to receive
salary and allowances in lieu of the notice in accordance with the applicable
law; (iii) the entire share capital of Transferor Bank shall, without any further
act, deed or instrument, stand cancelled; and (iv) the shares of the Transferor Bank shall stand delisted from stock
exchange in India where they are listed; 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. (1) On the commencement of this Scheme, in consideration for the transfer
and vesting of the undertakings of Transferor Bank in the Transferee Bank and
without any further application, act, instrument or deed, the Transferee Bank
shall, subject to the provisions of this Scheme, issue shares to the
shareholders of Transferor Bank as per the Share Exchange Ratio determined in
accordance with the procedure as set out in the Annexure. (2) While issuing the shares of the Transferee Bank to the shareholders of
the Transferor Bank,- (i) no fractional shares shall be issued by the Transferee Bank in respect
of fractional entitlements, if any, to any shareholder of the Transferor Bank
and the Board of the Transferee Bank shall, instead pay the Transferor Bank'
shareholders, cash equal to the value of such fractional share determined in
accordance with the valuation of the shares of the Transferee Bank; (ii) the equity shares issued and allotted by the Transferee Bank in terms of
sub-paragraph (1) rank pari passu in all respects and shall have the same
rights attached to them as the then existing equity shares of the Transferee
Bank, including, in respect of dividends, if any, that may be declared by the
Transferee Bank, on or after the commencement of this Scheme; (iii) if there are any pending share transfers, whether lodged or outstanding,
of any shareholder of the Transferor Bank on the record date, as set out in the
Schedule, the Board of the Transferee Bank shall be empowered in appropriate
cases, even subsequent to the record 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; (iv) the equity shares of the Transferee Bank issued in terms of
sub-paragraph (1) shall be listed and admitted to trading on the relevant stock
exchanges, where the equity shares of the Transferee Bank are presently listed
or admitted to trading, in accordance with applicable law; and (v) The equity shares to be issued by the Transferee Bank pursuant to
sub-paragraph (1) in respect of such equity shares of the Transferor Bank, the
allotment or transfer of which is held in abeyance under applicable law shall,
pending allotment or settlement of dispute by order of the appropriate court or
otherwise, also be kept in abeyance in like manner by the Transferee Bank. (3) The shareholders of the Transferee Bank and Transferor Bank shall be
entitled to raise their grievances, if any, in relation to the Share Exchange
Ratio. (4) Only shareholders who either (a) individually or collectively hold at
least one per cent of the total paid up equity capital of any of the Transferee
Bank, Transferor Bank; or (b) are one hundred shareholders acting collectively,
of any of the Transferee Bank, Transferor Bank, shall be entitled to raise
objections to the Share Exchange Ratio. (5) The manner in which the objections can be raised by the shareholders who
meet the threshold limits prescribed under sub-paragraph (4) shall be as
specified by the Transferee Bank in its website or through publication in two
widely circulated newspapers of which at least one shall be in English. (6) Not later than seven calendar days after the Swap Ratio Announcement
Date, as set out in the Annexure, shareholders that satisfy the threshold
limits prescribed under sub-paragraph (4) may submit reasoned objections in
writing to a committee constituted by the Transferee Bank and Transferor Bank,
to be known as the expert committee, comprising of qualified and experienced
persons and headed by an independent person of repute: Provided that, the expert
committee may disregard any objections or comments received later than seven
calendar days after the swap ratio announcement date. (7) Within seven calendar days from the expiry of the period specified in
sub-paragraph (6), the expert committee shall provide its recommendations to
address the objections in the form of a report to the Boards of the Transferee
Bank, Transferor Bank and the Boards of the Transferee Bank, Transferor Bank
shall separately consider the report of the expert committee and take suitable
actions as they deem fit for redressal of any grievances or objections. Upon amalgamation of the
Transferor Bank into the Transferee Bank, the surviving entity being the
Transferee Bank shall be known by the name "Indian Bank". [see paragraph 2(1)(g)] Share Exchange Ratio The Share Exchange Ratio shall
be the [•] equity shares of rupees ten only each, credited as fully paid up in
the Transferee Bank for every [•] equity shares of the face value of rupees ten
only each held in the Transferor Bank issued and allotted to the equity
shareholders of the Transferor Bank whose names are recorded in the register of
members of the Transferor Bank as on the date determined by the Transferee Bank
for this purpose to be known as the record date. [see paragraph 6(1)] Procedure for determining the Share Exchange Ratio (i) The Transferee Bank, Transferor Bank shall each separately and
independently appoint one accounting firm (Independent Valuer) to undertake an
independent valuation of the shares of the relevant bank to determine Share
Exchange Ratio. (ii) The Independent Valuers shall issue joint valuation report proposing the
Share Exchange Ratio (Joint Valuation Report) for the Transferor Bank. (iii) The Transferee Bank and Transferor Bank shall each separately and
independently appoint one category I Merchant Banker registered with the
Securities and Exchange Board of India to give separate fairness opinions on
valuation done by the independent valuers to the respective bank (Fairness
Opinion). (iv) The audit committees of each of the Transferee Bank and Transferor Bank
shall consider the Share Exchange Ratio and provide its recommendations to the
Boards of the Transferee Bank and Transferor Bank, after taking into
consideration the Joint Valuation Report and the fairness opinion issued to the
respective banks. (v) After taking into consideration the recommendations of the respective
audit committee, the Joint Valuation Report and the fairness opinion issued to
the respective banks, the Boards of the respective banks shall approve the
Share Exchange Ratio suggested by the independent valuers which in the opinion
of the Boards of the respective banks is fair and reasonable. (vi) The Share Exchange Ratio shall be notified by each of the respective
banks to the stock exchanges on which shares of such bank are listed and the
date of such notification to be known as the Swap Ratio Announcement Date.AMALGAMATION
OF ALLAHABAD BANK INTO INDIAN BANK SCHEME, 2020
PREAMBLE