Section 6 in Amalgamation of Syndicate Bank into Canara Bank Scheme, 2020
6. Protection of the interest of the minority shareholders and considerations.
(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 subparagraph (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 subparagraph (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.
