Section 4 in Amalgamation of Oriental Bank of Commerce and United Bank of India into Punjab National Bank Scheme, 2020
4. General effect of vesting.
(1)The undertakings of the Transferor Banks 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 Banks in relation to the undertakings as were immediately before the commencement of the Scheme, in the ownership, possession, power or control of the Transferor Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 Banks 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 1 or Transferor Bank 2 is a party or which are in favour of the Transferor Bank 1 or the Transferor Bank 2, 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 1 or the Transferor Bank 2, 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 Banks 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 Banks 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 1 and the Transferor Bank 2, and the rights and benefits under the same, in so far as they relate to the Transferor Bank 1 and the Transferor Bank 2, all intellectual property and rights thereto of the Transferor Bank 1 and the Transferor Bank 2, 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 1 or the Transferor Bank 2 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 1 and Transferor Bank 2 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 1 and the Transferor Bank 2, 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 1 and Transferor Bank 2, 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 1 and Transferor Bank 2, 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 1 and Transferor Bank 2, 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 subparagraph.(13)Every permanent and regular officer or other permanent and regular employee of the Transferor Banks (except the Board) and officers or employees on probation, serving in the employment of the Transferor Banks 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 Banks shall not be less favourable, overall, as compared to what they would have drawn in the respective Transferor Banks 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 Banks are protected.(14)Any officer or other employee of the Transferor Bank 1 or Transferor Bank 2 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 Banks as would have been admissible to him if the undertaking of the Transferor Bank 1 and Transferor Bank 2 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 Banks).(15)Any officer or other employee of the Transferor Bank 1 or Transferor Bank 2 who has retired before the date of commencement of this Scheme from the service of the Transferor Bank 1 or Transferor Bank 2, and entitled to any benefits, rights or privileges from the Transferor Banks 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 1 and Transferor Bank 2 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 Banks 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 Banks, 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 Banks 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 Banks, 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 1 and Transferor Bank 2 to, or in, the Transferee Bank, the affairs of the Transferor Bank 1 and Transferor Bank 2 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 1 and Transferor Bank 2 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 1 and the Transferor Bank 2.
