In exercise of the
powers conferred by sub-section (7) of section 45 of the Banking Regulation
Act, 1949 (10 of 1949), the Central Government hereby sanctions the following
scheme on and subject to the terms and conditions hereafter mentioned. 1.
This scheme may be
called the Bareilly Corporation Bank Limited (Amalgamation with Bank of Baroda)
Scheme, 1999. 2.
It shall come into force
on such date as the Central Government may, by notification in the Official
Gazette, specify. In this Scheme, unless
the context otherwise requires,-- 1.
"Act" means
the Banking Regulation Act, 1949 (10 of 1949) ; 2.
"asset
account" means a notional account opened pursuant to sub-paragraph (2) of
paragraph 5 of the Scheme for the purpose of ascertaining the surplus or
shortfall after the adjustment from time to time of liabilities of the
transferor bank as provided in the Scheme ; 3.
"collection
account" means a notional account opened in accordance with paragraph 7 of
the Scheme, for the purpose of ascertaining the amount, if any, available for
distribution to the members of the transferor-bank after adjustment of assets
and liabilities ; 4.
"prescribed
date", means the date which the Central Government may specify under
sub-paragraph (2) of paragraph 1. 5.
"Scheme" means
the Bareilly Corporation Bank Limited (Amalgamation with Bank of Baroda)
Scheme, 1999 ; 6.
"transferor-bank"
means the Bareilly Corporation Bank Limited, a banking company, having its
registered office at BCB Bhawan, 126, Civil Lines, Bareilly, Uttar Pradesh ; 7.
"transferee-bank"
means the Bank of Baroda, a corresponding new bank constituted under section 3
of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970
(5 of 1970) ; 8.
Words and expressions
used herein and not defined but defined in the Act have the meaning
respectively assigned to them in the Act. CHAPTER
II TRANSFER OF BUSINESS, PROPERTIES, ASSETS AND LIABILITIES 1.
As on and from the
prescribed date all rights, powers, claims, demands, interests, authorities,
privileges, benefits, assets and properties of the transferor-bank, movable and
immovable, including premises subject to all incidents of tenure and to the rents
and other sums of money and covenants reserved by or contained in the leases or
agreements under which they are held, office furniture, loose equipment, plant
apparatus and appliances, books, papers, stocks of stationery, other stocks,
and stores, all investments in stocks, shares and securities, all bills
receivable in hand and in transit, all cash in hand and on current or deposit
account (including money at call or short notice) with banks, bullion, all book
debts, mortgage debts and other debts with the benefit of securities, or any
guarantee therefor, all other, if any, property rights and assets benefit of
all guarantees in connection with the business of the transferor-bank shall,
subject to the other provisions of this scheme, stand transferred to, and
become the properties and assets of the transferee-bank ; and on and from the
prescribed date all the liabilities, duties and obligations of the
transferor-bank shall be and shall become the liabilities, duties and
obligations of the transferee-banks to the extent and in the matter provided
hereinafter. 2.
Without prejudice to the
generality of the foregoing provisions, 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 prescribed date shall be effective to the extent and in the manner
hereinafter provided against or in favour of the transferee-bank and may be
acted upon as if instead 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. 3.
If on the prescribed
date any suit, appeal or other legal proceedings of whatever nature by or
against the transferor-bank is pending ; the same shall not abate, or be
discontinued or be in any way prejudicially affected, but shall, subject to the
other provisions of this scheme, be prosecuted and enforced by or against the
transferee-bank. 4.
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 assets
or liability shall, on the prescribed date, 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
would have been exercised or done by the transferor-bank for the purpose of
effectively winding up its affairs. The chief executive officer 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 in connection therewith
the chief executive officer may, either himself or through any person
authorised by him in this behalf, realise any assets or discharge any liability
of the transferor-bank and transfer the net proceeds thereof to the transferee-bank. 1.
The books of the
transferor-bank shall be closed and balanced and balance-sheet prepared in the
first instance as at the close of business on March 8, 1999, and thereafter as
at the close of business on the date immediately preceding the prescribed date
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
Reserve Bank of India for the purpose. 2.
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 transferor-bank with the
Registrar of Companies 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 Registrar of Companies or to hold any 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 159 of the
Companies Act, 1956 (1 of 1956), and it shall not thereafter be necessary for
the board of directors of the transferor-bank to meet as required by section
285 of that Act. The transferee-bank
shall, in consultation with the transferor-bank, value the property and assets
and reckon the liabilities of the transferor-bank in accordance with the
following provisions, namely :- 1.
Investments other than
Government securities shall be valued at the market rates prevailing on the day
immediately preceding the prescribed date.
i.
the Government
securities shall be valued as on the day immediately preceding the prescribed
date in accordance with the principles laid down in the notification issued by
the Reserve Bank of India for the purpose of section 24 of the Banking
Regulation Act, 1949 (10 of 1949) ;
ii.
the securities of the
Central Government such as post office certificates, treasury savings deposit
certificates and any other securities or certificates issued under the small
savings scheme of the Central Government shall be valued at their face value or
the encashable value as on the said date, whichever is higher ;
iii.
Where the market value
of any Government security such as the Zamindari Abolition Bonds or other
similar security in respect of which the principal is payable in instalments is
not ascertainable or is, for any reason, not considered as reflecting the fair
value thereof or as otherwise appropriate, the security shall be valued at such
an amount as is considered reasonable having regard to the instalments of
principal and, interest remaining to be paid, the period during which such
instalments are payable, the yield of any security issued by the Government to
which the security pertains and having the same or approximately the same
maturity, and other relevant factors ; (a) where
the market value of any security, share, debenture, bond or other investment is
not considered reasonable by reason of its having been affected by abnormal
factors, the investment may be valued on the basis of its average market value
over any reasonable period. (b) where
the market value of any security, share, debenture, bond or other investment is
not ascertainable, only such value, if any, shall be taken into account as is
considered reasonable, having regard to the financial position of the issuing
concern, the dividends paid by it during the preceding five years and other
relevant factors ; (c) the
premises and all other immovable properties and any assets acquired in
satisfaction of claims shall be valued at their market value ; (d) the
furniture and fixtures, stationery in stock and other assets, if any, shall be
valued at the written down value as per books or the realisable value" as
may be considered reasonable ; (e) advances,
including bills purchased and discounted, book debts and sundry assets, will be
scrutinised by the transferee-bank and the securities, including guarantees,
held as cover therefor examined and verified by the transferee-bank. Thereafter
the advances, including, portions thereof, will be classified into two
categories namely, "advances considered good and readily realisable"
and "advances considered not readily realisable and/or bad or doubtful of
recovery". 2.
The transferee-bank
shall open on the prescribed date an account styled as "asset
account". The aggregate amount representing the value of the assets
determined as readily realisable assets in accordance with this clause shall be
credited to the "asset account".
i.
where the valuation of
any asset cannot be determined on the prescribed date, it may, with the
approval of the Reserve Bank of India be treated partly or wholly as an asset
realisable at a later date ;
ii.
in the event of any
disagreement between the transferee-bank and the transferor-bank as regards the
valuation of any asset and/or the classification of any advance and/or the
determination of any liability, the matter shall be referred to the Reserve
Bank of India, for its opinion;
iii.
Provided that until such
an opinion is received, the valuation of the item or portion thereof by the
transferee-bank shall provisionally be adopted for the purpose of this scheme ;
iv.
it shall be competent
for the Reserve Bank of India in the event of its becoming necessary to do so,
to obtain such technical advice as it may consider to be appropriate in
connection with the valuation of any such item of asset or determination of any
such item of liability, and the cost of obtaining such advice shall be payable
in full out of the assets of the transferor-bank; 3.
Liabilities for purposes
of this Scheme shall include all contingent liabilities which the
transferee-bank may reasonably be expected or required to meet out of its own
resources on or after the prescribed date. 4.
The valuation of the
assets and the determination of the liabilities in accordance with the
foregoing provisions shall be binding on both the banks and the members and
creditors thereof. CHAPTER
III PAYMENT TO CREDITORS AND DEPOSITORS 1.
In consideration of the
transfer of the property and the assets of the transferor-bank to the
transferee-bank, the transferee-bank shall discharge the liabilities of the
transferor-bank to the extent mentioned in this and the following clauses,
namely :-- a.
Any sums deposited by
any employee of the transferor-bank with that bank as staff security deposits,
together with interest, if any, accrued thereon up to the prescribed date shall
be paid or provided for in full. Explanation.--For
the purpose of this sub-paragraph, interest payable on a deposit up to the
prescribed date shall be regarded as part of the concerned deposit ; b.
In respect of every savings
bank account or current account or any other deposit account including a fixed
deposit, cash certificate, monthly deposit, deposit payable at call or short
notice or any other deposit by whatever name called with the transferor-bank
and every other account not covered by clause (a) of this paragraph the
transferee-bank shall open with itself on the prescribed date a corresponding
and similar account in the name of the respective holder(s) thereof crediting
thereto full amount including interest to the extent payable under this scheme. Provided that where the
transferee-bank entertains a reasonable doubt about the correctness of the
entries made in any particular account, it may with the approval of the Reserve
Bank of India withhold the credit to be made in that account for a period not
exceeding three months from the prescribed date within which the
transferee-bank shall ascertain the correct balance in such account. 2.
In respect of every
other liability of the transferor-bank determined under sub-paragraph (4) of
paragraph 5, the transferee-bank shall pay to the creditor the amount of such
liability as and when they fall due. 3.
In respect of any
interest bearing deposit accounts, the transferee-bank shall pay interest at
the rate applicable in accordance with the. Reserve Bank of India directives
till the prescribed date. In respect of balances in any current account or any
other non-interest bearing account, no interest shall be payable to the account
holder. No account holder shall be entitled to claim any compensation for the
non-payment of any deposit or other money from his account during the period
from the March 9, 1999, till the prescribed date. 4.
Notwithstanding anything
to the contrary contained in any contract, express or implied, interest from the
prescribed date shall be paid in respect of the new accounts opened with the
transferee-bank and credited in accordance with the provisions of the scheme
only at such rates as the transferee-bank normally allows to its own depositors
for such accounts. 5.
The credit balance in
the "asset account" shall be appropriated to the extent required to
meet the liability under this clause. If the balance in the "asset
account" is not sufficient, so much of the short fall shall be treated as
amount spent by the transferee-bank and to the extent possible, be recovered by
it as provided in clause (e) of sub-paragraph (2) of paragraph 7 of the Scheme. CHAPTER
IV 1.
On the commencement of
this Scheme, the entire amount of the paid-up capital and reserves of the
transferor-bank shall be treated as provision for bad and doubtful debts and
depreciation in other assets of the transferor-bank. 2.
In respect of every
share in the transferor-bank, the amount of which was treated as paid-up
towards share capital by or on behalf of each shareholder immediately before
the prescribed date and/or the amount paid on account of the calls made by the
transferee-bank in pursuance of clause (b) below shall be treated as a
"collection account" and shall be entered as such in the books of the
transferee-bank and payments against the account shall be made in the following
manner, namely :-- a.
The transferee-bank
shall, in the first instance, call upon every person who on the prescribed date
was registered as the holder of a deferred share in the transferor-bank (or
would have been entitled to be so registered) to pay within three months from
such date or dates as may be specified, the uncalled amount remaining unpaid by
him in respect of such share or shares and the calls in arrears, if any, and
thereafter, if it is found to be so necessary, every person who was, as on the
prescribed date, registered as the holder of an ordinary share of the
transferor-bank (or would have been entitled to be so registered) to pay within
three months from such date or dates as may be specified, the uncalled amount
remaining unpaid by him in respect of such share or shares or the calls in
arrears, if any ; b.
the transferee-bank
shall take all available steps having regard to the circumstances of each case
to demand and enforce the payment of the amounts due under clause (a) above
together with interest at six per cent. per annum for the period of the default
; c.
the transferee-bank
shall in respect of the advances, bills purchased and discounted, book debts
and sundry debts and other assets which are classified as "advances
considered not readily realisable and/or bad or doubtful of recovery", or
which are or may be realisable wholly or partly after the prescribed date take
all available steps having regard to the circumstances of each case to demand
and enforce payment. d.
the transferee-bank
shall in addition take all available steps having regard to the circumstances
of each case to demand and enforce the payment of the amounts, if any, awarded
as damages by the High Court against any promoter, director, manager or other
officer of the transferor-bank under section 45L of the Act, read with section
45H thereof and also with section 543 of the Companies Act, 1956 (1 of 1956). e.
the transferee-bank may,
appropriate the realisations effected by it on account of the items mentioned
in clauses (b), (c) and (d) above, in the first instance towards expenses
incurred for the recovery of such amount and thereafter towards the shortfall
referred to in sub-paragraph (5) of paragraph 6, If any surplus remains after
such appropriation, the transferee-bank shall make payment or provision in
respect of any contingent liability as also with the prior approval of the
Reserve Bank of India, in respect of any liability whether contingent or
absolute which was not assessed in terms of paragraph 4 above and has arisen or
been discovered after the prescribed date. f.
If any surplus remains
after the appropriation in terms of clause (e) above, the transferee-bank
shall, make payments pro-rata from amount if any available towards the amounts,
if any, due to the accounts of the former shareholders of the transferor-bank
in the manner and to the extent specified below :
i.
in the first place, the
amounts, if any, due to the accounts of the former preference shareholders of
the transferor-bank till payment in full against all the accounts has been made
;
ii.
in the second place, the
amount, if any, due to the accounts of the former ordinary shareholders of the
transferor-bank till payment in full against all the accounts has been made ;
iii.
in the third place, the
amounts, if any, due to the accounts of the former deferred shareholders of the
transferor-bank till payment in full against all the accounts has been made ;
and
iv.
after all the amounts
mentioned in sub-clauses (i), (ii) and (iii) above have been paid full, the
surplus, if any, remaining in the hands of the transferee-bank shall be
distributed pro rata among the former ordinary shareholders of the
transferor-bank ; Provided that if any
question arises whether any amounts are due against an account mentioned in any
of the above clauses, it shall be referred to the Reserve Bank of India for its
decision ; g.
the amounts due to the
collection accounts referred to in this paragraph shall be deemed to be a
liability of the transferee-bank only to the extent provided for in this
Scheme. h.
on the expiry of twelve
years from the prescribed date or such earlier period as the Central Government
after consulting" the Reserve Bank of India may specify for this purpose,
any items referred to in clause (c) of this sub-paragraph which may not have been
realised by that date shall be valued by the transferee-bank in consultation
with the Reserve Bank of- India and the transferee-bank shall distribute any
amount or amounts determined in the light of that valuation after deducting
therefrom first any such amount necessary for meeting the shortfall referred to
in sub-paragraph (4) of paragraph 5 which may remain unsatisfied as on that
date in the order and the manner provided in clause (f) of sub-paragraph (2) of
this paragraph. CHAPTER
V RIGHTS AND OBLIGATIONS OP THE EMPLOYEES OP TRANSFEROR-BANK 1.
All the employees of
transferor-bank shall continue in service and be deemed to have been appointed
in the transferee-bank at the same remuneration and on the same terms and
conditions of service, as were applicable to such employees immediately before
the close of business on March 8, 1999 : Provided that the
employees of the transferor-bank, who have by notice in writing given to the
transferor or the transferee-bank at any time before the expiry of one month
next following the date on which the Scheme has been sanctioned by the Central
Government, intimated their intention of not becoming employees of the
transferee-bank, shall be entitled to the payment of such compensation, if any,
under the provisions of the Industrial Disputes Act, 1947 (14 of 1947), and
such pension, gratuity, provident fund and other retirement benefits as may be
ordinarily admissible under the rules of authorisations of the transferor-bank
as in force immediately before the close of business on March 8, 1999. 2.
The transferee-bank
shall in respect of the employees of the transferor-bank who are deemed to have
been appointed as employees of the transferee-bank, be deemed also to have
taken over the liability for them of retrenchment compensation in the event of
their being retrenched while in the service of the transferee-bank on the basis
that their services have been continuous and have not been interrupted by their
transfer to the transferee-bank. 3.
The transferee-bank
shall, on the expiry of a period not longer than three years from the date on
which the Scheme is sanctioned, pay or grant to the employees of the
transferor-bank whose services are continued in the transferee-bank under
sub-paragraph (1), the same remuneration and the same terms and conditions of
service as are applicable to the employees of corresponding rank or status of
the transferee-bank being the same as or equivalent to those of such other
employees of the transferee-bank : Provided that if any
doubt or difference arises as to whether the qualifications or experience of
any of the said employees are the same as or equivalent to the qualifications
and experience of the other employees of corresponding bank or status of the
transferee-bank or as to the procedure of principles to be adopted for the
fixation of the pay of the employees in the scales of pay of the
transferee-bank, the doubt or difference shall be referred to the Reserve Bank
of India whose decision thereon shall be final. 4.
The trustees or
administrators of any provident fund and/or gratuity fund constituted for the
employees of the transferor-bank or as the case may be the transferor-bank
shall on or as soon as possible after the prescribed date transfer to the trustee
of the employees' provident fund and/or gratuity fund constituted for the
transferee-bank or otherwise as the transferee-bank may direct, all the moneys
and investments held in trust for the benefit of the employees of the
transferor-bank : Provided that such
latter trustees shall not be liable for any deficiency in the value of
investments, or in respect of any act, neglect, or default done before the date
of commencement of the Scheme. The transferee-bank
shall have the option of integrating branches of the transferor-bank according
to its convenience and/or close down or shift the existing loss making branches
of the transferor-bank. The aforesaid option will, however, be exercised by the
transferee-bank with the prior approval of the Reserve Bank of India within a
period of one year. Any notice or other
communication required to be given by the transferee-bank shall be considered
to be duly given if addressed and sent by pre-paid ordinary post to the
addressee at the address registered in the books of the transferor-bank, until
a new address is registered in the books of the transferee-bank, and such
notice shall be deemed to be served on the expiry of forty eight hours after it
has been posted. Any notice or communication, which is of general interest shall
be advertised in addition in one or more daily newspapers which may be in
circulation at the places where the transferor-bank was transacting its
business. BAREILLY CORPORATION BANK LIMITED (AMALGAMATION WITH BANK OF
BARODA) SCHEME, 1999
Scheme – 2. Definitions.
Scheme – 3. Transfer of assets and liabilities and general effect thereof.--
Scheme – 4. Closure of books of the transferor-bank and preparation ofbalance-sheet.
Scheme – 5. Valuation of assets and determination of liabilities.
Scheme – 6. Discharge ofliability of the transferor-bank.--
Scheme – 7. Rights and liabilities of the members of the transferor-bank.--
Scheme – 8. Continuationof service of the employees.
Scheme – 9. Demand by creditors.
No creditor of the transferor-bank shall be entitled to make any demand against
the transferor-bank or the transferee-bank in respect of any liability of the
transferor-bank to him except to the extent prescribed by this Scheme. Scheme – 10. Legal proceedings against Central Government, Reserve Bank of India, transferee-bank or transferor-bank.
No suit or other legal proceedings shall lie against the Central Government,
the Reserve Bank of India or the transferee-bank or the transferor-bank for any
thing which is in good faith done or intended to be done in pursuance of this
Scheme. Scheme – 11. Reorganisation of branches of transferor-bank.?
Scheme – 12. Furnishing statements arid information.?
The transferee-bank shall submit to the Reserve Bank of India such statements
and information as may be required by the Reserve Bank of India from time to
time regarding the implementation of this Scheme. Scheme – 13. Manner of service of notice.?