DRAFT SCHEME OF AMALGAMATION OF
JAWAHAR SAHAKARI
BANK LTD., HUPARI,
DIST-KOLHAPUR (AMALGAMATED BANK)
WITH
KALLAPPANNA AWADE ICHALKARANJI JANATA
SAHAKARI BANK LTD., ICHALKARANJI, DIST KOLHAPUR,
(AMALGAMATING BANK)
(This Scheme shall
be part of the Merger
Order to be issued by RBI/ Competent Authority/ Registrar of Co-op Societies)
1. DESCRIPTION OF THE BANKS THAT ARE PARTIES TO THIS SCHEME
Jawahar Sahakari Bank
Ltd., Hupari, Dist-Kolhapur is a co-operative bank registered under Maharashtra Co-op Societies Act 1960
under registration No. KPR/HLE/BNK(O)-118 dated 15/03/1996. The Bank is
having its registered office at Post Hupari,
Taluka Hatkangale, Dist Kolhapur (hereinafter referred
as Amalgamated Bank). Amalgamated Bank is granted license to carry
the business of banking under the
provisions of Banking Regulation Act 1949 (AACS)
under licence No UBD.MAH.1285 P dated 24/09/1996. The area of operation
of the bank is entire
Kolhapur District.
Kallappanna Awade
Ichalkaranji Janata Sahakari Bank Ltd., Ichalkaranji is a Multi-State Scheduled Co-operative
Bank registered under Multi State Co-op. Societies Act 2002, under registration No MSCS/CR/437/2011 dt 15/09/2011. The Bank is having its registered office
at Janata Bank Bhavan, Main Road, Ichalkaranji, 416115,
Tal- Hatkangale, Dist Kolhapur (hereinafter referred
as Amalgamating Bank).
Amalgamating Bank is granted license to carry the business of banking under the provisions of Banking Regulation
Act 1949 (AACS) under licence
No ACD/MH/297/P/27.04.1982. The area of operation of the bank is whole state of Maharashtra, Karnataka
and Goa
Both the Amalgamated Bank and Amalgamating Bank hereinafter shall be collectively referred to as ‘Parties’ and individually as ‘Party’
2.
OVERVIEW OF THE SCHEME
This scheme represents amalgamation of Amalgamated Bank with Amalgamating Bank and subsequent dissolution of the Amalgamated Bank
The date of
Amalgamation shall be fixed by the Competent Authority (which shall be referred to as the “Said Date” or “Date of merger” or
“Effective date”)
Amalgamating Bank is
desirous of taking over the banking operations of Amalgamated Bank as per RBI master directions No
DOR.MAM.No 23/03/2021 called as Reserve Bank of India (Amalgamation of Urban Co-operative Banks) Directions, 2020 and circulars issued thereafter, if any.
3. RATIONAL AND BENEFITS OF THE SCHEME
Both the parties to the scheme
are co-operative banks and are in the banking sector for several years. The
Amalgamating bank is established in the year 1963 and just completed 60 years of banking in co-operative sector.
Amalgamated Bank is also working
prominently in the vicinity of Ichalkaranji where
the head office of Amalgamating Bank is located.
Both the banks believe that, by amalgamation
of amalgamated bank with the amalgamating bank, there would be more
benefits to the stakeholders of both banks and especially to the stakeholders of amalgamated bank
The amalgamation pursuant
to the scheme would, inter alia, have following
benefits
i.
The Amalgamation, through the scheme,
shall enable amalgamating bank to build its loan portfolio of small ticket size and enhance its customer base;
ii. The
amalgamation is based on leveraging the significant complementarities that exists
among the parties
to the scheme;
iii. The amalgamation would
create meaningful value for various
stakeholders including respective shareholders, customers, employees
as the combined business would benefit from increased scale,
wider product diversification, and ability to drive synergies across revenue opportunities,
operating efficiencies and underwriting efficiencies, among others ;
iv. Increased scale of balance sheet and loan assets as
loan book will stand merged;
v. Amalgamating
bank is multi state scheduled bank and has presence in wider part of
Maharashtra and Karnataka with 44 branches. This will benefit the customers
of the amalgamated bank ;
vi. Amalgamating
bank is using latest CBS technology and cyber security tools and this will benefit
the customers of amalgamated bank ;
vii. Amalgamating Bank offers wide range of loan and deposit products
as well as services such as ATM, RTGS,
NEFT, Mobile banking, etc which is beneficial
for
the customers of Amalgamated Bank ;
viii. Amalgamated bank has small loan size upto Rs 50
lakhs and most of the loans are in priority
and weaker sector. This will benefit Amalgamating Bank
to achieve small loan target as well as to further strengthen priority and weaker
sector targets;
The amalgamation would therefore, be in the best interest
of shareholders of respective
parties to the scheme and shall not in any manner prejudicial to the interests of concerned shareholders or creditors or general public
at large ;
Accordingly to achieve the abovementioned benefits, the
Board of Directors of each of the
parties have decided to make requisite applications before Reserve Bank of
India and other Central/State authorities regulating the working of each of the parties;
The Amalgamated Bank is having
positive net worth as on 31st March 2023 as per Due Diligence and Amalgamating Bank assures to protect entire
deposits of Amalgamated Bank through its own resources
under this scheme;
Therefore, the
Amalgamating Bank and Amalgamated Bank have agreed to following terms and conditions
4.
DEFINITIONS:
In this Scheme, unless the context otherwise requires
–
(a)
"Amalgamated bank" means ‘Jawahar
Co-op Bank Ltd.’, a Cooperative Bank having its Registered
Office at Post Hupari, Taluka Hatkangale, Dist Kolhapur
(b)
"Amalgamating Bank" means Kallappanna Awade Ichalkaranji Janata Sahakari Bank Ltd (a Multi State Co-operative Bank registered under MSCS Act 2002 and having its
Registered Office at Janata Bank Bhavan, Main Road, Ichalkaranji, 416115,
Tal- Hatkangale, Dist Kolhapur).
(c)
“Amalgamated
Bank Shares” means the fully paid-up equity shares of the Amalgamated Bank, each having a face value
of Rs 100/- (Rupee One Hundred only) or Rs 1000/- (Rupee
One Thousand only)
(d)
“Amalgamating
Bank Shares” means the fully paid-up equity shares of the Amalgamating Bank, each having
a face value of Re 50/- (Rupee
Fifty only)
(e)
“Board” in relation to a Party,
means the board
of directors of such Party
(f)
“Competent Authority” means any governmental or statutory or regulatory or administrative authority, government
department, agency, commission, board,
tribunal or court or other entity authorized to make laws, rules or regulations or pass directions,
having or purporting to have jurisdiction over
any
state or other sub-division thereof
or any municipality, district or other sub-division thereof having jurisdiction
pursuant to the Applicable Law, including
the RBI, Central Registrar of Co-operative Societies, New Delhi, Registrar
of Co-op. Societies, Maharashtra;
(g)
"Appointed
Date 1” means the end of the day immediately preceding the Effective Date
(h)
“the Act” or “BR Act” means Banking Regulation Act 1949 (10 of 1949);
(i)
“Effective Date” means the date as may be referred by competent authority while granting approval/order of amalgamation under applicable Laws
(j)
“MSCS Act” means Multi State Co-operative Societies Act 2002 as amended
from time to time
(k)
“MCS Act” means Maharashtra Co-operative
Societies Act 1960 as amended from time to time
(l)
“Reserve Bank” or “RBI” means the Reserve Bank of India,
constituted under the Reserve Bank of India Act, 1934 (2 of 1934).
(m) "the Scheme" means the ‘Jawahar Co-op
Bank Ltd. (Amalgamation with Kallappanna Awade Ichalkaranji Janata
Sahakari Bank Ltd) Scheme ;
(n)
“Swap Ratio”
means value of a share that remain after adjustment of all liabilities, provisions and losses after
considering net worth and other financial parameters of both parties
Words
and expressions used here in and not defined but defined in the Act shall have the meaning
respectively assigned to them in the Act.
5. BOARD OF DIRECTORS
The board of
directors of Amalgamated Bank shall stand dissolved on the effective date and the management of
Amalgamated Bank will be governed and administered by the Board and Management
of Amalgamating Bank only
No directors/ ex-directors of Board of Directors of
Amalgamated Bank shall be taken on Board of Amalgamating Bank by virtue of the scheme of amalgamation.
However, Amalgamating Bank may nominate any one or more members of the Board
of Amalgamated Bank on the Board of Amalgamating Bank at its discretion and
subject to provisions of applicable laws and approved bye-laws of Amalgamating Bank
6. CLOSURE OF BOOKS OF AMALGAMATED BANK AND PREPARATION OF BALANCE SHEET
The books of the Amalgamated Bank shall be closed and
balanced and Balance Sheets prepared
as at “Appointed Day 1”. i.e the
close of business immediately preceding the “the effective date” and the balance sheet shall be got
audited and certified by Chartered Accountant or a firm of Chartered Accountants appointed by the Amalgamating Bank.
Board and top
executives of Amalgamated Bank shall disclose full details for the preparation of true and fair financial
statements as on Appointed Date 1
A copy of each of the
Balance Sheet of the Amalgamated Bank prepared
in accordance with the provisions of the foregoing
paragraph – shall be filed by the Amalgamated Bank, with the Competent Authority / Registrar of Co-op Societies and thereafter the Amalgamated Bank shall not be required
to prepare Balance Sheets or
Profit & Loss Accounts, or to lay the same before its members or file copies thereof with the
Competent Authority / Registrar of Co- op Societies to comply with the provisions of MCS
Act 1960 and rules thereunder or to
hold any Annual General Meeting for the purpose of considering the Balance Sheet and Accounts or for any other
purpose and it shall not thereafter be necessary for the Board Of Directors
of the Amalgamated Bank to meet for any purpose whatsoever
The Chairman, at least 2 directors and Chief Executive
Officer of Amalgamated Bank shall sign the Balance
Sheet and Profit
and Loss Account
prepared as on Appointed Date-1
7. VALUATION OF ASSETS AND DETERMINATION OF LIABILITIES
The Amalgamating Bank has carried primary Due Diligence
of Amalgamated Bank with its
consultation to arrive at realisable value of assets and ascertain the liabilities of Amalgamated Bank and have agreed as under:-
a) Investments including Government Securities shall
be valued at the market rates
prevailing on the day immediately preceding the said date or at
the rate as prescribed by the Reserve Bank of India under investment guidelines, provided that the
Securities of the Central Government such as Post Office Certificates, Treasury, Saving Deposit
Certificates and any Other Securities of Certificate issued under the small savings scheme of the Central
Government shall be valued at their face value or the en-cashable value, as on the said
date, whichever is higher.
b) 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 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.
c)
Where the market value of any security, share,
debenture, bond or other investments is not considered reasonable by reason of its having
been
affected by abnormal
factors the investment may be valued
as per the extant RBI valuation guidelines .
d) 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.
e) Cash at actual in hand and at ATM and bank balances
shall be valued at book value
f)
Premises and all other immovable properties and any assets
acquired in
satisfaction of claims, shall be valued at their market value as per the report of valuer appointed
by Amalgamating Bank
g) Furniture and fixtures, Computers, Servers and other related
Electronic equipment etc.,
stationery in stocks and other Assets, if any, shall be valued at the written down value as per books or the
realizable value as may be considered reasonable.
h) Loans & advances including bills purchased and
discounted will be taken at book
value along with provisions held there against on effective date
i)
When the
valuation of any Assets cannot be determined on the said date, it may, with the approval of the Competent Authority be treated
partly or wholly
as an Asset realizable at a later date.
j)
All the liabilities including demand and time
deposits (including interest payable thereon) will be valued
at book value on effective
date
k)
Liabilities
for the purpose of this Scheme shall include all contingent liabilities which the Amalgamating Bank
may reasonably be expected or
required to meet out of its own resources on or after the effective date.
l)
In the event of any disagreement among the Auditors,
the Amalgamated Bank and the Amalgamating Bank as regards
the valuation of any Assets or
the Classification of any Advance or the determination
of any liability, the matter shall be referred to the Competent Authority whose
decision shall be final, provided
that until such decision is received, the valuation
of the item or portion thereof divided by the Auditors
shall provisionally be adopted for the purpose
of this scheme.
m) It shall be competent for the Competent Authority in the event of it is becoming necessary
to do so, to obtain such technical
advice as he may
consider to be appropriate in connection with the valuation of any such item of
assets or determination of any such liability and the cost of obtaining such advice shall be payable in
full, out of the assets of the Amalgamated
Bank. Before finalizing the valuation of such assets or determination of liability. The Competent Authority shall hear
the Amalgamating Bank with regard
to their case of the valuation of such Asset
or determination of the liability.
n) The valuation of the Assets and the determination
of the liabilities in accordance
with the provisions of this scheme shall be binding on both the Banks and their
members and Creditors thereof.
8. TRANSFER AND VESTING OF ASSETS OF THE AMALAGAMTED BANK WITH THE AMALGAMATING BANK
On and from the
Effective Date, all rights, powers, claims, demands, interest, authorities, privileges, benefits,
assets and properties of the Amalgamated Bank, (whether movable and immovable,
tangible or intangible, lease or freehold),
including premises subject to all incidents of tenure and rents and other
sums of money and covenants reserved by or contained in the leases
or agreements under which
they are held, all office furniture, loose equipment, plant apparatus and appliances, servers,
computers and all related hardware,
etc., All books, records, files, papers, application software, software
licenses (whether proprietary
or otherwise), computer programmes, drawings, manuals, data, databases including databases
for procurement, commercial and management,
catalogues, quotations, sales and advertising materials, product registrations,
dossiers, lists of present and former borrowers, lenders and suppliers including service providers,
other borrower information, customer credit information, customer/supplier pricing information, and all other books
and records, whether in physical
or electronic form,
stocks of stationery, other stocks and
store, all investments in stocks, share 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 notices) with Banks, bullion,
all book debts, mortgage debts and other debts
with the benefit of securities of any guarantee
therefore, all other, if any, property rights and assets of every description including all rights of action
and benefits of all guarantees in connection
with the business the “Amalgamated Bank”
shall subject to the other
provisions of this scheme, transferred to and become the properties and become the properties and assets of the “Amalgamating Bank”
Without prejudice
to the generality of the foregoing provisions, all licenses/registration,
permissions, grants, subsidies, authorisations,
certificates of the branches, regions, etc, received from RBI , Shop Act registration certificates, lease agreements and other
licenses from State Government or other competent authorities, contracts, deeds,
bonds, agreements, powers
of attorney, grants of legal
representation and other instruments of whatever nature subsisting or having effect immediately before
the Effective Date shall be effective to the extent and in the manner hereinafter provided against or in
favour
of the Amalgamating Bank and may be acted upon as if instead of the Amalgamated Bank, the Amalgamating Bank had been a party thereto or as if they had been issued
in favour of the Amalgamating Bank.
9. TRANSFER AND VESTING
OF THE LIABILITIES OF THE AMALAGAMTED BANK WITH THE AMALGAMATING
BANK
In consideration of the transfer of the Property and the Assets of the
Amalgamated Bank to the Amalgamating Bank, the Amalgamating Bank shall discharge the liabilities of the Amalgamated Bank to the
extent mentioned in this Scheme and the succeeding paragraphs.
On and from the
Effective Date, all the liabilities, contingent liabilities, debts, loans raised and used, duties,
losses and obligations of the Amalgamated Bank, whether or not recorded in its books of accounts or
disclosed in the balance sheet of the Amalgamated Bank, shall, without
any further act, instrument, deed, matter or thing, stand transferred to and vested
in the Amalgamating Bank to the extent they are outstanding on the Appointed
Day 1 so as to become as and from the effective
date the liabilities, debts, loans, duties and obligations of the Amalgamated Bank on the same terms and conditions as were applicable to the Amalgamated Bank and the Amalgamating Bank shall meet,
discharge and satisfy
the same and further it shall
not be necessary to obtain the consent
of any third party or other person who is a party to any contract
or arrangement by virtue of which such liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause.
If on the Effective Date any suit, appeal or other
legal proceedings of whatever nature by or against the Amalgamated Bank is
pending, the same shall not abate, or
be discontinued or be in any way prejudicially affected, but shall, subject
to other provisions of the Scheme,
be prosecuted and enforced by or against
the Amalgamating Bank.
Provided that where a contravention of any of the provisions of any act or of any rule, regulation, direction or order made there under has been committed by, and any proceeding for a criminal
offence or any action has already been instituted against
a director or secretary, manager,
officer or other
employee of the Amalgamated
Bank before the Effective Date, such director, secretary, manager, officer
or other employee
shall, without prejudice to the application of section 6 of the General Clauses Act, 1897 (10 of 1897), be
liable to be proceeded against
under such law and punished
accordingly as if the Amalgamated Bank, being a banking society
had not been dissolved.
All the powers of attorney, letter of
authorisations or similar instruments executed by the Amalgamated Bank shall, with effect from the Effective
Date abate.
It will be a prime responsibility of the Board
and/or Chief Executive Officer of the Amalgamated Bank to disclose
all types of liabilities and material information which may affect this Scheme to the Amalgamating Bank. Further, it will also be their responsibility to disclose to the Amalgamating Bank before the Effective Date, about any
issue pertaining to disciplinary action against any of its employee, or any
litigation against any property of the Amalgamated Bank or any property of borrowers etc.
Treatment of depositors of Amalgamated Bank
i.
On and from the Effective Date, all the deposit
holders of the Amalgamated Bank shall become
the deposit holders
of Amalgamating Bank
ii. In respect of every Savings Bank Account or Current
Account or any other deposit
including a Fixed Deposit, Cash Certificates, monthly Deposit, Deposit payable at call or short notice or
any other deposit by whatever name
called, with the Amalgamated Bank and every other account including interest
to the extent payable under this scheme, the Amalgamating Bank shall open with itself on the effective
date a corresponding and similar account
in the name of the respective holder (s) thereof, crediting thereto the amount of deposit as on the Effective Date
iii. The
saving bank account customers shall be given the interest at the rate as per rules of Amalgamating Bank from the Effective Date
iv. All deposits of the Amalgamated Bank as on the
effective date shall stand transferred
to the Amalgamating Bank. With a view to protect the interest of the depositors of the Amalgamated Bank, the Amalgamating Bank shall pay interest on all term deposits
(which are not matured as on effective date)
at
the Amalgamated Bank’s contractual rate till the date of maturity of the term deposits even after the effective date
v. In case of term deposits which are matured till
the effective date and not renewed even after effective
date , interest
at the saving rate (of Amalgamated Bank) shall be paid for the period from the date of maturity till Appointed Day 1 and interest at the saving rate (of
Amalgamating Bank) shall be paid for the period from the Effective
Date till date of payment of such deposit
vi. In case of term deposits which are matured till
the effective date, but renewed after effective date, interest rate as per prevailing rate and as per rules of Amalgamating Bank shall be given
from date of such renewal. However,
Amalgamating Bank shall give interest at saving bank rate for the period
from date of maturity till the date of renewal
vii. All
the deposits of the Amalgamated Bank transferred to the Amalgamating Bank
subsequent to the effective date shall be governed by the Rules and Regulations of deposits of the Amalgamating Bank. Before issuance
of fresh
deposit receipts / certificates or
passbooks or extract, the depositor shall comply with the KYC norms prescribed by the Reserve
Bank of India.
viii. The fixed
deposit holders of the Amalgamated Bank will be issued fresh fixed deposit
receipts of the Amalgamating Bank on or after producing the original fixed deposit receipt of
the Amalgamated Bank. In case of Recurring Deposits and Cash Certificates, the deposit amount plus interest
thereon at the contracted rate of interest
till the effective
date, will be carried forward
as deposits in the books of accounts
of the Amalgamating Bank, subject
to the compliance of KYC norms as specified by Reserve Bank of India.
ix. Before allowing operations in the Savings
Bank Accounts and Current Bank Accounts, and allowing withdrawal of term deposits,
prematurely or otherwise, the customers shall comply with
the KYC norms and other guidelines issued
by the Reserve Bank of India from time to time.
x. Amalgamating Bank shall issue fresh pass books and
cheques books to saving account
holders of Amalgamated bank after effective date
xi. Amalgamating Bank shall issue new cheques books to
current account holders of Amalgamated bank after effective
date
xii. The depositor of Amalgamated Bank shall have right
to continue his/her deposit with Amalgamating Bank after effective date
However, Amalgamating Bank at request
from depositors of Amalgamated Bank may allow withdrawal of term deposit
before completion of period of the
deposit agreed upon at the time of making deposit within one (1) month from effective date and in such case no penal interest/penal charges
would be charged on
premature withdrawal of time deposit pursuant to such decision by Amalgamated Bank’s depositors during said One month period
xiii. All the inoperative and dormant deposit accounts of
Amalgamated Bank shall stand
transferred to Amalgamating bank from effective date. Before making such deposit accounts
operative, the customer shall fulfil KYC norms
adopted by Amalgamating Bank. The Amalgamated Bank shall make every efforts to comply with KYC norms
in case of dormant/ inoperative accounts before effective date.
xiv. In case of unclaimed deposit
accounts transferred to Depositors Education
and Awareness Fund Scheme 2014 (DEAF), the balance in DEAF of Amalgamated
Bank shall stand transferred in the name of Amalgamating Bank. After effective
date, any deposit
claim of customers
towards unclaimed deposits
of Amalgamated Bank (which are transferred to DEAF) shall
be ledged by Amalgamating Bank to RBI
10. TREATMENT OF SHARE CAPITAL , SHAREHOLDERS OF THE AMALGAMATED
BANK AND SWAP RATIO (SHARE EXCHANGE
RATIO)
The share capital structure
of the Amalgamated Bank as on March 31, 2023,
was as under:
|
Authorised Share |
Amount in Rs |
|
50000 shares |
5,00,00,000 |
|
Issued, subscribed and Paid up Share Capital |
|
|
27603 shares |
2,76,03,000 |
|
30910 shares |
30,91,000 |
|
Total |
3,06,94,000 |
The share capital
structure of the Amalgamating Bank as on March 31, 2023, was as under:
|
Authorised Share Capital |
Amount in Rs |
|
1,50,00,000 shares of Rs 50 each |
75,00,00,000 |
|
Issued, subscribed and Paid up Share Capital |
|
|
1,34,74,161 shares of Rs 50 each |
67,37,08,050 |
Both the parties are basically co-operative societies
and thus are not listed on any stock
exchange. Therefore the valuation of the Amalgamated Bank can not
be arrived by valuation of market price of shares. Therefore it is agreed
that, the Amalgamated Bank shall be valued by ‘Net Asset Value’ approach. In Net Asset Value
approach, the valuation of assets is basically
carried at Market Price or Net
Realisable Value whichever is less. The valuation of liabilities is carried at book value
and the estimated liabilities and provisions are taken into
consideration. Detail valuation methodology is given in clause 7. The Net Asset value shall be
arrived as difference between the
such Assets and Liabilities. The Net Asset arrived shall be divided by number of shares issued by
Amalgamated Bank to arrive at Value of each share of Amalgamated Bank.
The paid up share
capital of Amalgamating Bank as per last audited financial statements as of 31st March 2023 is considered and the Book Value of each share of Amalgamating Bank is arrived
by dividing Paid up share
capital by the number of shares issued
by Amalgamating Bank
The value of each share of Amalgamated Bank and Amalgamating Bank, as
arrived as per clause 10.3 and 10.4 are compared to arrive at Swap Ratio (or Share Exchange Ratio). Swap ratio
arrived as per primary Due Diligence of
Amalgamated Bank and as per audited financials of Amalgamating Bank (as of 31st March 2023) is mentioned in Annexure
A to this scheme.
As per primary due
diligence, the net worth of Amalgamated Bank was positive. Therefore, it is primarily agreed that, the Amalgamating Bank shall issue its shares in lieu of shares held by the shareholders of
Amalgamated Bank, in consideration of takeover of assets and liabilities of Amalgamated Bank as mentioned in
Annexure “A” and as mentioned below
|
Amalgamated Bank Shares |
Amalgamating |
|
for 1 share of the face (Rupees Hundred only) each fully paid- |
2.03 Amalgamating Bank credited as fully paid-up |
|
for 1 share of the face value of Rs. 1000/- up |
20.33 Amalgamating Bank Shares, 50) |
However, it is also further provided
that, the net-worth
of the Amalgamated Bank shall be finally ascertained on Appointed Day 1 through the auditors appointed by
the Amalgamating Bank. This will have to be done also in order to prepare the final
Balance Sheet and Profit & Loss A/c of the Amalgamated Bank. The final swap ratio shall be ascertained
as per methodology adopted in Clause 10.3, 10.4 and 10.5 above
In case the net-worth of the Amalgamated Bank as on the Appointed
Day 1 is found to be —
‘positive’ to the
extent of share capital, then the ‘shareholders of the Amalgamated Bank will be entitled to get full refund of
their respective share contribution
in the Amalgamated Bank, without any interest/dividend, from the Amalgamating Bank.
‘positive’ but it is
less than total share capital amount, then the
shareholders of the Amalgamated Bank will be entitled to get refund of such depreciated price of their
individual shareholding from the Amalgamating Bank.
‘negative’ then the shareholders of the Amalgamated
Bank will not be entitled to get refund of their respective share contribution in the Amalgamated Bank from the Amalgamating Bank.
Refund of share capital
in respect of 10.8.1 and 10.8.2 above shall
be made within 90 days from the effective date. However, original
share certificates given by the Amalgamated Bank will have to be surrendered for claiming refund of share
money. If such original share
certificate is not produced to claim refund, the member of the Amalgamated Bank will have to adhere to
the prescribed norms and procedures of the Amalgamating Bank to claim such refund.
In the event of members who are not claiming the refund of share contribution they will be entitled to
the shares of Amalgamating bank as
per Clause 10.7, within period of 6 months from Effective Date after due compliance of KYC.
The dissenting shareholders of Amalgamated Bank (who
are not assenting to the scheme) shall have option to get the refund of their share capital at
the value of share as per the scheme of
amalgamation sanctioned by Reserve Bank
However, if the Shareholders of the
Amalgamated Bank are having any liability towards
Amalgamated Bank/ Amalgamating Bank, such shareholders shall not be entitled
to get any refund of share capital till
full and final settlement of his/her dues
Refund of shares shall be given within 3 (three) months
from the effective date. The refund shall be made only after surrender of
original share certificate of Amalgamated Bank.
With effect from the
Effective Date, and in consideration of the transfer and vesting of the Undertaking of the Amalgamated Bank in the Amalgamating Bank pursuant to this scheme,
without any further
application, act or deed, issue and allot to the equity shareholders of the Amalgamated Bank whose names are
recorded in the register of members as a member
of the Amalgamated Bank on the Effective
Date (or to such of their respective heirs, executors, administrators or other legal representatives
or other successors in title as may be recognized by the Board of the Amalgamating Bank)
shares of Amalgamating Bank as may be arrived
as per final Swap Ratio on Appointed Day 1
The Amalgamating Bank Shares to be issued
by the Amalgamating Bank to the shareholders of Amalgamated Bank in accordance with this Clause
shall be hereinafter referred to as “New Equity Shares”
For the purposes of allotment of the New Equity Shares,
pursuant to this
Scheme, in case any Amalgamated Bank’s shareholder becomes
entitled to any fractional shares,
entitlements or credit
on the issue and allotment
of the New Equity Shares
by the Amalgamating Bank in accordance with
Clause (10.10) above, the Amalgamating Bank shall not issue fractional shares to such shareholder and shall pay
the amount at the rate of valuation
of shares arrived on Appointed Day 1 to such shareholder to the extent
of fractional shares by way of credit to his saving account after effective
date
As per the bye-laws of Amalgamating Bank, minimum shareholding is Rs. 2500 (50 shares
of Rs 50 each). If any shareholder of Amalgamated Bank does not fulfil the minimum shareholding as per bye laws of Amalgamating
Bank, he shall make good the shortfall by way of additional subscription to the shares of Amalgamating
Bank within maximum period of 2
(years) from the Effective Date. If he is unable to make good the shortfall, he shall be entitled for refund of his shares to the extent of face value
of shares held by him.
The New Equity Shares
of the Amalgamating Bank to be allotted and issued
to the shareholders of the Amalgamated Bank as provided in Clause (10.10) above shall rank paripassu
in all respects
with the Amalgamating
Bank Shares after the Effective Date including in respect of dividend, if
any, that may be declared by the Amalgamating Bank on or after the Effective Date
Where New Equity Shares of the Amalgamating Bank are to
be allotted to heirs, executors or administrators, as the case may
be, to successors of deceased equity shareholders or legal
representatives of the equity shareholders
of the Amalgamated Bank, the concerned heirs, executors, administrators, successors or legal representatives shall be
obliged to produce evidence of title
satisfactory to the Board of the Amalgamating
Bank
The new equity shares shall be allotted in physical form to the shareholders
of Amalgamated Bank after surrender of original equity share certificates by the
shareholders of Amalgamated Bank to the Amalgamating
Bank along with share allocation form duly filled in after Effective Date.
In case any shareholder is not having original share certificate of Amalgamated
Bank, he shall duly apply to Amalgamating Bank stating any other
evidence/ document in support of his claim and in such case Amalgamating Bank shall verify the
application of such shareholder and take appropriate decision.
The Shareholders of
Amalgamated Bank shall fulfil KYC norms before
getting shares of Amalgamating Bank or getting any refund towards
such shares as the case may be
In the event of any reasonable doubt about correctness
of shares held, the Amalgamating Bank shall withheld the refund of
shares/ allotment of shares to the
shareholders of Amalgamated Bank until Amalgamating Bank is able to ascertain the correctness of shares held in
Amalgamated Bank
11. EMPLOYEES :-
With effect from the Effective Date, all the permanent staff and permanent employees, if any, of the
Amalgamated Bank, who are in such
employment as on the Effective Date, shall become and be deemed to have become, the staff and employees of the
Amalgamating Bank, without any break in or interruption of service. Provided
that, the designation shall be decided
by the Amalgamating Bank
Services of the
permanent staff and employees shall be taken into account from the date of their respective appointment with the Amalgamated Bank, for the purposes of all retirement benefits and all other entitlements for which they may be eligible.
The Amalgamating Bank shall appoint
the present permanent
employees of Amalgamated Bank on same pay scale as on the Appointed Day 1, provided that,
they are not retired on superannuation/ resigned as on effective date.
The trainee employees
of Amalgamated Bank shall be treated as permanent
after 2 years from his date of appointment as trainee employee. His salary
in the amalgamated bank shall be continued till 2 years from the effective date. His
salary and designation shall be reviewed
after 2 years from the effective date by Amalgamating Bank
The permanent
employees of Amalgamated Bank shall be paid the salary and allowances at the same pay scales
existing as on Appointed Day 1 for the period
of 2 (Two) years from the effective
date.
After two (2) years
from effective date, the Amalgamating Bank shall make applicable its own pay scales and service rules to
such employees of Amalgamated Bank who continued
their service after merger. Provided that, the designations such
staff shall be decided by the Amalgamating Bank
The service of
permanent employees of Amalgamated Bank shall
treated as continued
service in Amalgamating Bank
The employees of Amalgamated Bank which are on daily wages, contract basis etc may be appointed by Amalgamating Bank as contractual employees based on
their age, qualification, experience and performance as may be decided
by Amalgamating Bank
Amalgamated Bank shall not appoint any new permanent or
contractual or trainee employee after date of signing this scheme without written consent of Amalgamating Bank. Any
such recruitment of any employee shall not be binding on Amalgamating Bank
Amalgamated Bank shall not revise pay scales of permanent/ contractual/trainee employees from
date of this scheme without written consent
of Amalgamating Bank. Any such revision in pay scale shall not be binding
on Amalgamating Bank
Any employee desirous
of leaving the services of the Amalgamating Bank
on or before the effective date or any time thereafter shall be at liberty
to do so. An employee
desirous of quitting/leaving the services in such circumstances within the period
of two (2) years from effective date shall be paid the dues as
per the pay scales and service rules of the Amalgamated Bank
The employees of
Amalgamated Bank, who are involved in fraud,
embezzlement or found negligent in their duties, or against whom a criminal or civil suits have been filed and they are proved guilty
in such cases,
or who are continuously absent from duty without any valid
reasons, shall not be absorbed in the
services of the Amalgamating Bank.
It is the duty of the Amalgamated Bank to initiate and/or proceed with the disciplinary action
and try to expedite the matter.
The employees
of the Amalgamated Bank shall be liable to be transferred among the Branches/ Offices of the Amalgamating Bank in the entire area of operation of the
Amalgamating Bank from the effective
date and are bound by the service conditions / Rules of the Amalgamating Bank.
It is expressly
agreed by both the parties that, all
eligible encashable leaves of employees of Amalgamated bank shall be paid by the
Amalgamated Bank just before the effective date (i.e on or before Appointed Day 1) and no leave of
any employee of Amalgamated Bank shall be carried after effective date in the books of Amalgamating Bank
The employees of
Amalgamated Bank shall be entitled to leaves and their encashment as per the rules prescribed by Amalgamating
Bank for their employees. However the
encashment of such leaves shall be made as per pay scale of Amalgamated Bank till 2 (Two)
years from the effective date.
With regard to
provident fund, gratuity, created by the Amalgamated Bank, if any, which exist immediately prior to the Effective
Date, the Amalgamating Bank
shall stand substituted for the Amalgamated Bank for all purposes whatsoever, upon the coming into effect of this
Scheme, including with regard to the obligation to make contributions to relevant authorities, such as the
Regional Provident Fund Commissioner or to such other funds maintained by the
Amalgamated Bank, in accordance with
Applicable Law. It is hereby clarified that upon the coming into effect of this Scheme, such benefits and schemes
shall continue to be provided
to the transferred employees and the service
of all transferred employees of the Amalgamated Bank for such
purpose shall be treated as having
been continuous
12. LEGAL PROCEEDINGS
With effect from the Effective Date, all legal, taxation or other
proceedings whether civil or criminal
including but not limited to suits, summary suits, indigent petitions, assessments, appeals, or other
proceedings of whatever nature (hereinafter called the “Proceedings”), if any, by or against the Amalgamated Bank,
pending as on the Effective Date, shall not abate or be discontinued
or be in any way prejudicially affected
in any way by reason of the Scheme or by anything contained in the Scheme, but the Proceedings shall
be continued, prosecuted and enforced, as the
case may be, by or against the
Amalgamating Bank, in the same manner and to
the same extent as they would or might have been continued, prosecuted
or enforced by or against
the respective Amalgamated Bank, if the Scheme had not been made. On and from the
Effective Date, the Amalgamating Bank may initiate, defend, compromise or otherwise
deal with any Proceedings for and on behalf of the Amalgamated Bank. The Amalgamating Bank undertakes to have all the
Proceedings specified in this Clause, initiated by or against the
Amalgamated Bank, transfer to its name and to have such Proceedings
continued, prosecuted and enforced,
as the case may be, by or against the Amalgamating Bank, subject to Applicable Law
13. OTS/ COMPROMISE SETTLEMENT :
Amalgamating Bank has right to enter into a compromise arrangement with the debtor/ borrower or any other person of
Amalgamated Bank or write off any
such debt or asset in accordance with law/ guidelines issued by RBI and policy
framed by the Amalgamating Bank thereunder.
Amalgamating Bank has right sell or otherwise dispose
off any securities transferred to it or any Asset taken over by it, in
accordance with applicable
Acts and Rules including sale of Asset to Asset Reconstruction Company
14. LEGAL / RECOVERY ACTIONS :
The Amalgamating Bank shall initiate/continue action against the accused/perpetrator
of the fraud of the Amalgamated Bank. Further, in the event of any recoveries by the Amalgamated Bank through the
process of investigation or legal action, the Amalgamating Bank shall retain all such amounts.
The Amalgamated Bank
shall provide full particulars including status, all files relating to such cases, insurance details etc. to the
Amalgamating Bank whenever
sought.
Amounts recovered
against any cases
of fraud, if any, in the hands of the Amalgamated Bank shall, on merger, be transferred to the Amalgamating Bank
Insurance covers /
claims in respect of frauds shall be renewed by the Amalgamated Bank from time to time till the date of
merger and the claims received from the Insurance Company
shall be receipts
of the Amalgamating Bank.
Amalgamated Bank shall make full efforts
for recovery of all NPAs till said date
of merger. The Amalgamated Bank shall execute all decrees and awards till the date of merger under the
direction of the Amalgamating Bank.
Further the Special Recovery Officer/s of the Amalgamated Bank shall make an serious effort of
recovery under report to the Amalgamating Bank.
Similarly, custody of Assets, Documents, Lockers Vaults
in other banks and also the movable/
immovable assets acquired, possessed against the dues of the Amalgamated Bank is to be handed
over to the Amalgamating Bank.
The Amalgamating Bank will assist Amalgamated Bank to initiate
appropriate legal action as may be deemed fit for making recoveries of advances
classified as NPAs.
The Amalgamated Bank
shall initiate all possible legal actions against all the defaulters before the effective
date, if such actions are not yet initiated.
The Amalgamated Bank shall provide
status of the cases filed against the Amalgamated
Bank. Pending approval of the proposal of merger, the Amalgamated Bank shall rigorously pursue
the legal proceedings against these cases.
15.
ACCOUNTING TREATMENT IN THE BOOKS OF THE AMALGAMATING BANK
Notwithstanding anything to the contrary herein, the
Amalgamating Bank shall account for the amalgamation of the
Amalgamated Bank with the Amalgamating
Bank, on completion of all substantial conditions for the transfer, in accordance with “Pooling of
Interests Method” laid down in Accounting Standard-14 (Accounting for Amalgamation) issued by Institute of Chartered Accountants
of India., as may be amended from time to time
The Amalgamating Bank shall record/incorporate the
assets and liabilities of the
Amalgamated Bank vested in it pursuant to this Scheme, at the respective book values and in the
same form as appearing in the books of the Amalgamated Bank as on Appointed Day 1 and such
incorporation shall not result
in a revaluation upwards or credit taken for unrealized gains
The balances in reserves (whether capital or revenue or
statutory or arising on revaluation) as appearing in the books
of Amalgamated Bank as at the close of Appointed Day 1shall be
recorded in the books of Amalgamating Bank as required
by applicable accounting standards.
Amalgamating Bank shall issue its shares to the shareholders of Amalgamated Bank in accordance with clause
Pursuant to the amalgamation of the Amalgamated Bank with the Amalgamating
Bank, the inter-bank balances between the Amalgamating Bank and Amalgamated Bank, if
any, appearing in the books of the Amalgamated Bank and the Amalgamating Bank, if any shall stand
cancelled.
The surplus/deficit, if any arising
after taking the effect of clause (15.1 to 15.4) above shall be transferred to the
“Capital Reserve” in the financial statements of the Amalgamating Bank and shall be presented separately from
other capital reserves with disclosure of its nature and purpose in the notes.
In case of any difference in the accounting policy between Amalgamated Bank and the Amalgamating Bank, the accounting policies
followed by the Amalgamating Bank will prevail to ensure that the
financial statements reflect the financial position
based on consistent accounting policies.
Any matter
not dealt with in the Clause hereinabove shall be dealt
with in accordance with the accounting standards
applicable to the Amalgamating Bank
16. TAXATION MATTERS
With effect
from the Effective Date, all Taxes paid, payable,
received or receivable by or on behalf of the Amalgamated Bank, including but not limited to all or any refunds,
claims or entitlements or credits (including
credits for income Tax, withholding
Tax, advance Tax, self-assessment Tax,
CENVAT credit, goods and services Tax credits, other indirect Tax credits and other tax receivables)
shall, for all purposes, be treated as the
Tax, liability, refund, claims, including but not limited to claims under section 43B, section 40 of the Income Tax
Act, or credit, as the case may be, of the Amalgamating Bank, and any Tax incentives, benefits (including claims for
unabsorbed Tax losses and unabsorbed Tax depreciation),
advantages, privileges, exemptions, credits, which would have been available to the Amalgamated Bank, shall be available
to the Amalgamating Bank, and following the Effective Date, the Amalgamating Bank shall be entitled
to initiate, raise, add or modify any claims in relation
to such taxes on behalf
of the Amalgamated Bank .
All compliances with
respect to Taxes or any other Applicable Laws
undertaken by the Amalgamated Bank, prior to the Effective Date but pertaining to the period after the
Effective Date, shall be deemed to have been complied with, by the Amalgamating Bank.
17. OTHER MATTERS :
From the date on which the Boards of the Amalgamating Bank and the Amalgamated
Bank approve this Scheme until the Effective Date, the Amalgamating Bank and the Amalgamated Bank shall carry on their respective business with reasonable diligence and business
prudence in the ordinary course consistent with past
practice, in accordance with Applicable
Law and as mutually agreed between the Amalgamating Bank and the Amalgamated Bank.
Amalgamated Bank
shall comply with KYC norms, risk categorisation norms and UCIC of customers (As per RBI guidelines) till
effective date. If the Amalgamated
Bank fails to comply with these norms, Amalgamating Bank shall ensure the adherence within
six (6) months
from the effective date
Though Amalgamating Bank is not responsible for any violations committed by Amalgamated Bank prior to effective date,
Amalgamating Bank shall take appropriate corrective action on such violations after the effective date
Amalgamating Bank reserves its right to initiate appropriate legal action against such staff/ ex staff of the
Amalgamated Bank who has found guilty
or will found guilty of misconduct or party to fraud or had made gross violations of RBI guidelines / Banking
regulation Act 1949(AACS),
No depositor or other creditor of the Amalgamated Bank
shall be entitled to make any demand against
the Amalgamated Bank or the Amalgamating Bank in respect
of any liability of the Amalgamated Bank
to him except to the extent prescribed by this Scheme
The Parties shall be
entitled to declare and pay dividends, to their shareholders, as per their respective Board decision
(except for the period for which dividend declaration and payout was
restricted by RBI) in respect
of the accounting period after the date of approval of the Scheme by the Board of the Parties
and prior to the Effective Date
The Amalgamating Bank and Amalgamated Bank shall be at
liberty to do all such acts deeds and
things as may be necessary for ensuring complete and effective amalgamation
Locker Facility
of Amalgamated Bank: The customers
of the Amalgamated Bank having lockers in the safe deposit vault shall
be intimated by the Amalgamating Bank
of this Scheme. However those locker holders
who wish to continue with their respective locker agreements made with the Amalgamated Bank can continue
such agreements till
contractual date with Amalgamated Bank. Those who want to release their lockers shall be allowed by the
Amalgamating Bank to do so within 90 days from the date of notice/intimation.
Remaining locker holders who
neither release their lockers nor intimate in writing to the Amalgamating Bank within 90 days from the date of notice/intimation,
shall be liable to pay the locker rent as per the rent structure of the Amalgamating Bank prevailing from time to time.
On merger,
all the licenses of Branch/Administrative office of the Amalgamated Bank and all other sanctions
and permissions obtained
if any for the purpose
of conducting banking
business shall stand transferred to the Amalgamating Bank and be treated as licenses of the Amalgamating Bank. Amalgamating Bank shall apply to RBI for amendment
in branch licenses
after Effective Date
The Amalgamating Bank
shall be at liberty to
continue banking business at the existing locations of the Amalgamated Bank
or relocate to any other
location as desired by the Amalgamating Bank within its jurisdiction with the permission of RBI.
The Amalgamating Bank
shall be at liberty to replace the existing software of the Amalgamated Bank with the software of the Amalgamating Bank. The Amalgamated Bank
shall provide full support to the Amalgamating Bank to migrate
the Amalgamated Bank’s
data to the Amalgamating Bank’s software.
All contracts, deeds, bonds, agreements, power of
attorney, grant of legal representation, insurance policies, permissions, licenses,
authorisations, good-wills
etc. and other rights and instruments of whatsoever nature subsisting or having effect shall be effective in favour of the Amalgamating Bank and can be acted upon as
if and instead of the Amalgamated
Bank, the Amalgamating Bank had been a party thereto or as if they had been issued in favour
of the Amalgamating Bank
The Amalgamated Bank
shall not, before the effective date, settle any loan account or increase its liabilities which
is prejudicial to the interests
of the Amalgamating Bank. In case, if Amalgamated Bank desires to
settle any loan account, it shall consult with Amalgamating Bank before such settlement of loan account
The Amalgamated Bank shall not, without the concurrence of the Amalgamating Bank, undertake any
wage revision nor incur any liabilities prejudicial
to the interest of the Amalgamating Bank after the date of this scheme
The Amalgamating Bank reserves its right to continue /
discontinue / re- appoint the present Legal Advisors, Valuators,
Auditors etc. of the Amalgamated Bank
The Amalgamated Bank
shall furnish to the Acquiring Bank certain statements such as list of shareholders, employees, Depositors, borrowers, NPA accounts, defualters and
also list of pending suits by and/or against
the Amalgamated Bank with details
as on the Appointed Day 1 duly signed by the Chief Executive
Officer of the Amalgamated Bank. The Amalgamating Bank may call for any other statements as may be required from time to time and the Amalgamated Bank shall provide
the statement without
any delay.
Any notice or other communication required
to be given by the Amalgamating
Bank shall be considered to be duly given, if addressed and sent by registered AD/ordinary post/ hand delivery/Email to the registered
address/Registered Email ID of the Amalgamated Bank and such notice shall be deemed to be served on the expiry of
48 (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 news papers which may be in circulation at the
places where the Amalgamated Bank was transacting its business or by displaying it on the Notice Board
of the Branches of the Amalgamated Bank and Amalgamating Bank.
If any doubt arises
in interpreting any of the provisions of this scheme, the matter shall be referred to the Competent Authority
/ Registrar of Co- op Societies and
his decision shall be conclusive and binding on both the Amalgamating Bank and Amalgamated Banks and also on all the members, nominal members, borrowers,
guarantors, depositors and other creditors and employees of each of these Banks and or any other
person having any rights or liability in relation to any of these Banks
On and from the
Effective Date, the registration of Amalgamated Bank shall stand cancelled and the Amalgamated Bank shall be deemed
to have been dissolved and shall cease
to exist as corporate body
18. MODIFICATIONS/ AMENDMENTS TO THE SCHEME
The Parties by their respective Boards, acting jointly
but not individually, at any
time, may make and/ or consent
to any modifications/ amendments to the Scheme,
or to any conditions or limitations that the Competent Authority may deem fit to
direct or impose or which may otherwise
be considered necessary, desirable or appropriate by the Competent Authority, whether in pursuance of a change in
Applicable Law or otherwise. The Parties by their respective Boards, shall be authorized
to take all such steps as may be necessary, desirable or proper to resolve
any doubts, difficulties or questions whether
by reason of any directive or orders of any other
authorities or otherwise howsoever arising
out of or under or by virtue of the Scheme and/ or any matter concerned
or connected therewith.
For the purpose of giving effect
to this Scheme or to any
modifications or amendments thereof
or additions thereto, the delegate(s) of the
Parties, acting jointly,
may give and are hereby
authorized to determine and give all such directions as are necessary including
directions for settling or removing any question of doubt or difficulties that may arise and
such determination or directions, as the case may be, shall be binding on all
the Parties, in the same manner as if the same were specifically incorporated in this Scheme.
If any difficulty arises in giving effect to the
provisions of this scheme, the Competent Authority / Registrar of Co-op Societies
may issue to the Amalgamated Bank and
the Amalgamating Banks or to either of them such directions as may appear to the Competent Authority/ Registrar of Co-op Societies to be necessary for the purpose
of removing the difficulty.
19. COSTS AND EXPENSES
All costs, charges, Taxes including duties, levies and all other expenses,
if any (save as expressly otherwise agreed), incurred by any of Parties in carrying
out and implementing this Scheme and
matters incidentals thereto, shall be respectively borne by such Parties, till the Effective Date.
All costs, charges, Taxes including duties, levies and all other expenses,
if any (save as expressly otherwise agreed), incurred by any of Parties in carrying
out and implementing this
Scheme and matters incidentals thereto, after the Effective Date, shall be borne by the Amalgamating Bank
20. APPROVAL
Unless otherwise decided by the Parties,
the effectiveness of this Scheme is and shall
be conditional upon and subject to the fulfilment of the following conditions precedent:
a)
At first, the Scheme being approved by majority
of the respective shareholders of the Amalgamating Bank and the Amalgamated Bank ,
representing two- thirds of the
shareholders both in number and value, present in person at a meeting called for the purpose, as
required under the Reserve Bank of India (Amalgamation of Urban Co-operative Banks) Directions, 2020 ;
b)
Finally, the
requisite consent, approval or permission of Reserve Bank, in relation
to the Scheme having been obtained by the relevant
Parties;
c)
Further
provided that, the conditions laid down by the RBI in their sanction / approval shall be the part of this
Scheme and shall be totally applicable and binding on both the Amalgamated Bank and Amalgamating Bank.
21. EFFECT OF NON-RECEIPT OF APPROVALS/SANCTIONS
In the event of any of the said approvals referred
to in Clause 20 above
not being obtained or this Scheme not being sanctioned by the RBI
and/ or order or orders not being passed
as aforesaid before
the expiry of 24 (Twenty
Four) months from the dates of approval
of the Scheme by the respective
Boards of each of the Parties, any Party may terminate this Scheme and upon such termination this
Scheme shall stand revoked, cancelled and be of no effect.
Provided that, in case of non-satisfaction of any other conditions precedent, the
Parties shall proceed in such manner as may be mutually agreed
between them.
If any provision of
this Scheme hereof is invalid, ruled illegal by the Reserve Bank, or unenforceable under present or future
Applicable Laws, then such provision (so far as it is invalid or
unenforceable) shall be severable
from the remainder of the Scheme. Further, if the deletion of such part of this Scheme may cause this
Scheme to become materially adverse
to either any of the Parties, then in such case the Parties shall attempt to bring about a
modification in the Scheme, as will best preserve for the Amalgamating Bank, the benefits and obligations of the
Scheme, including but not limited to such provision.
22. RESIDUAL
Any matter in connection with this
Scheme, which is not covered under this Scheme
but necessary to give effect to the implementation of Scheme shall, subject to the approval of competent
authority if any, be decided by mutual understanding between the Board of the respective Parties. For this purpose the
Boards may execute
such necessary documents
including MOUs as may be necessary.
Therefore, this draft scheme
of Amalgamation is signed and executed on this
_ _day of ,2023 at_
|
For and on Behalf of Kallappanna Awade कोल्हापूर (Amalgamating Bank) |
For and on Behalf of Jawahar Sahakari Bank Ltd., जि. कोल्हापूर (Amalgamated |
|
Swapnil Prakash विद्यमान अध्यक्ष |
Ravsaheb B. Patil विद्यमान अध्यक्ष |
|
CA Sanjaykumar S. Anigol Vice- Chairman |
Appasaheb B. Patil Vice- Chairman |
|
CA Chandrakant B. Chougule डायरेक्टर |
Sanatkumar P. Bhojkar डायरेक्टर |
|
Sanjay B. Shirgave Chief Executive Officer |
Nandkumar V. Haval Chief Executive Officer |
ANNEXURE A
|
Party |
As on 31/03/2023 |
Swap Ratio |
||||
|
Paid Up Share Capital- Rs Lakhs |
Net Worth- |
FV of Shares- Rs |
Swap Value per Share equivalent to FV of Rs 50 share |
Swap Value |
||
|
Amalgamated Bank |
30.91 |
312.07 |
100 |
50.84 |
101.67 |
2.03 Equity shares Rs 100) |
|
Amalgamated Bank |
276.03 |
1000 |
50.84 |
1016.71 |
20.33 Equity shares Rs 1000) |
|
|
Amalgamating Bank |
6737.08 |
6737.08 |
50 |
50 |
50 |
|
Page 25 of
25
