 bill no 106 of 198'2 --- the state bank of sikkim (acquisition of shares) and miscellaneous provisions bill, 1982 a billto provide, in the public interest, tot the acquisition cyf certain 'shares of the state bt£nk of sikkim for the pu'l'pose of better consolidation and extension of banking facilities in the state ot sikkim and for matters connected therewith or incidental thereto w~ for the purpose of better consolidation and exterjsion of banking facilities in the state of sikkim, it is expedient to provide for a single apex banking institution in that state, and for that purpose to provide for the acquisition of certain shares of the state bank of sikkim and for matters connected therewith or incidental thereto; be it enacted by parliament in the thirty-third year of the republic of india as follows:- chapter i preliminary5 1 (1) this act may be called the state bank of sikkim (acquisition short of shares) and miscellaneous provisions act, 1982 title (2) it shall come into force on such date as the central government may, by notification in the official gazette, appoint and com menc  ment 2 in this act, unless the context otherwise requires,-dean1-tions 10 (a) "appointed day" means the date on which this act comes into force; (b) "co-operative bank" means the sikkim state co-operative bank limited, a society registered under the sikkim co-operative societies act, 1978; r sikkim act no 12 of 1978 (c) "notification" means a notificaticn published in the official gazette; 5 (d) "prescribed" means prescribed by rules made under this act; (e) "sikkim bank" means the state bank of sikkim constituted under the state bank of sikkim proclamation, 1968; , (f) "state government" means the sta~ government of sikkim; (g) "united commercial bank" means the united commercial 10' bank constituted under section 3 of the banking companies (acquisition and transfer of undertakings) act, 1970; 5 of 1970 1 o'f 1956 (h) words and expressions used herein and not defined but defined in the companies act, 1956, shall have the meanings respectively assigned to them in that act  chapter ii acqtnsition and transfer of certain shares of sikkim banik3 (1) on the appointed day, all the shares in the share capital of the state bank of sikkim, other than the shares held by the state government, shall, by virtue of this act, stand transferred to, and shall vest in, 20 the central government vesting in the central governmelltof certain shares of sikkim bank (2) all the shares which have vested in the central government under sub-section (1) shall, by force of such vesting, be freed and di!;-charged of all trusts, liabilities, obligations, mortgages, charges, liens and otber encumbrances efiecting them, and any attachment or injunc- 25 tion or any decree or order of any court, tribunal or other authority restricting the use of s1:lch shares in any manner shall be deemed to have been withdrawn a _ (3) notwithstanding the transfer of the hhares of the sikkim bank to the central government under sub-section (1), any person holding 30' such shares, who immediately before the appointed day is entitled to' payment of dividend on such shares, shall be entitled to receive from the co-operative bank-(a) all dividends accruing due on his shares in respect of the half-year which ended before the appointed day and remaining 35 unpaid; i - (b) dividends calculated at a rate to be specified by the central government in respect of any period immediately preceding the appolnted day for which the sikkim bank had not declared any dividend  chapter iii vesting af u~dertakings of sikkim bank in the central government4 on the appointed day, the undertakings of the sikkim bank shall, by virtue of this act, stand transferred to, and shall vest in, the 5 central government vest in, of under taking ot sikkim bank general effect of vestinc 5 (1) the undertakings of the sikkim bank shall be deemed to include all assets, rights, powers, authorities and privileges, and all property, movable and immovable, cash balances, reserve funds, investments and all other rights and interests in, or arising out of, such property as 10 were immediately before the appointed day in the ownership, posses~icjn, power or control of the sikkim bank in relation to its undertakings, and all books of account, registers; records and all other documents of wha-ever nature relating thereto and shall also be deemed to includ~ all borrowings, liabilities and obligations of whatever kind then subsisting 15 of the sikkim bank in relation to its undertakings (2) unless otherwise expressly provided in this act, 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 appointed day and to which the sikkim 20 bank is a party or which are in favour of the said bank shall be of as full force and effect against or in favour of the central government (3) if, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any business of the undertakin~s which have heen transferred under section 4 is pending by or against thp sikkim 25 bank, the same shall not abate, be discontinued, or be in any way prf'judicial1y affected by reason of the transfer of the undertakings of the sikkim bank or of anything contained in this act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the central government 30 6 (1) notwithstanding anything contained in sections 3, 4 and 5 the central government shall, as soon as may be, after the commencement of this act, direct, by notification, that the shares of the sikkim bank which have vested in the central government under s-:ction 3 and the undertakings of the sikkim bank which have vested in the central govern-35 ment under section 4 shall, instead of continuing to vest in the central government, vest in the state government of sikkim, on the date of the notification vestin, of the shares and undertakings of sikkim bank in the state government (2) where the shares and the und~rtakings of the sikkim bank vest in the state government under sub-section (j), the state government o shall on and from the date of such vesting, be deemed to have become 4  , h  the owner in relation to such shares and undertakings and all the rig ts and liabilities of the central government in relation to sucd shares and undertakings shall, on and from the date of such vesting, be deemed to have become the rights and liabilities, respectively, of the state government 7 (1) notwithstanding anything contained in sections 4, 5 and 6, the state government may, if it is satisfied that the co-operative bank is 5 willing to comply, or has complied, with such terms and conditions as that government may think fit to impose, including the terms and conditions regarding allotment of its shares, direct, by notification, that the undertakings of the sikkim bank which have vested in the central government under section 4 and thereafter in the state government 10 under section 6, shall, instead of continuing to vest in the state government, vest in the co-operative bank either on the date of the notiflcation or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification power of state governmentto direct vesting of the undertakings of sikkim bank in the sikkim co-operative bank (2) where the undertakings of the sikkim bank vest in the co- 15 operative bank under sub-section (1), that bank shall, on and from the date 01 such vesting, be deemed to have become the owner in relation to such undertakings, and all the rights and liabilities of the central government or the state government in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become 20 the rights and liabilities, resvective1y, of the co-operative bank  chapter iv payment qf' amoul)ltspay_ mentof amounts 8 (1) for the transfer to, and vesting in, the central government, of the shares of tbe sikkim bank under section 3, there shall be given by 25 the central government to the holders of such shares in cash and in the manner specified in the schedule, an amount of rupees eight iakhs five thousand one hundred and forty-five (2) the amount specified in sub-section (1) shall carry simple int~t at the r~te of five and a half per cent per annum 'for the period 30 commencmg 011 the appomted day and ending on the date oft which payment of sucb amount is made to the shareholders  chapter v management, etc, of the, undertakings of sikkim bank9 (1) the state government in which the undertakings of sikkim bank have vested' under section 6 shall be entitled to exercise all such 3d powe~s and do all such things as the sikkim bank is authorised to exercise and do in relation to its undertakings (2) the general su~rintendence, direction, control and management of the affairs and busmess of the undertakings of slkkim bank which 40 management, etc, of the undertakings of sikkim bank hav~ vest~ under section 4 in the central government and under sectlon 6 m the state government shall, where a direction has been made by the state government under sub-$ection (1) of section 7, vest in the co-operative bank specified in such direction, and, thereupon, the co-operative bank shall be entitled to exercise all such powers and do all such things as the sikkim bank is authorised to exercise and do in relation to its undertakings 5 1,1) (1) on the vesting of the undertakings of the sikkim bank in the state government under section 6, every person in whose possession or custody or under whose control any property referred to in sub-section (1) of section 5 may be, shall deliver the property to the state government forthwith | date      | of    ||-----------|-------|| delivery, |       || posses-   |       || sion      | of    || property  |       || acquired  |       || nnd       |       || docu-     |       || ments     |       || relating  |       || thereto  |       |10 (2) any person, who, on the appointed day, h~ in his possession or under his control any books, documents or other papers relating to the undertakings of the sikkim bank which have vested in the state government under section 6 and which belong to that bank, or would have so belonged if the undertakings of sikkim bank had not vested in the j 5 state government, shall be liable to account for the said books, documents or other papers to the state government and shall deliver them up to the state government (3) the state government may take, or cause to be taken all necessary steps for securing possession of all properties which have vested in 20 that government under this act  chapter vi provisions relating to the employees of the sikkim bank11 (1) every officer or other employee of the sikkim bank (excepting the managing director thereof) in the employment of the sikkim bank 125 immediately before the appointed day shall become,-(a) an officer or other employee of the state government on and from the appointed day, and (b) where the undertakings of the sikkim bank are directed, under sub-section (1) of section 7, to vest in the co-operative bank, an officer or other employee of the co-opetative bank on and from the date of such vesting, transfer of service of existing officer3 and employees of the sikkim bank to the co;-operative bank and shall hold his office or service under the state government or the co-operative bank, as the case may be, with the same rights and privileges as to pension, gratuity and other matters as would have been admissib~~ 35 to him if there had been no such vesting and shall continue to do so unless and until his employment under the state government or the cooperative bank, as the case may be, is duly terminated or until his remuneration and other conditions of service are duly altered by the state government, or by the co-operative bank, as the case may be 40 (2) any person who, on the appointed day, is entitled to, or is in receipt of, a pension 01' other superannuation or compassionate allowance or benefit from the sikkim bank or any provident fund, pension or other fund or any authority administering such fund shall be entitled to be paid by and to receive from the co-operative bank or any pro-45 vident fund, pension or other fund or any authority administering such fund the same pension, allowance or benefit so long as he observes the conditions on which the pension, allowance or benefit was granted and if any question arises as to whether he has so observed such conditions, the question shan be determined by the state government (3) notwithstanding anything contained in sub-section (1) or subsection (2), no appointment made or promotion, increment in salary, pension allowance or any other benefit granted to any person after the 16th day of november, 1976, bnd before the appointed day which would not ordinarily have been made or granted or which would not ordinarily 5 have been admissible' under the rules or authorisations of the sikkim bank or of any provident fund or other fund in force prior to the 16th day of november, 1976, shall have effect or be payable or claimable from the co-operative bank or from any provident fund, pension or other fund or from any authority administering the fund, unless the state 10 government has, by general or special order, confirmed the appointment, promotion or increment, or has directed the continued grant of the pension, allowance or other benefit, as the case may be (4) notwithstanding anything contained in the industrial disputes act, 1947, or in any other law for the time being in force, the transfer 15 14 of 1947 of the services of any officer or other employee of the sikkim bank to the state government or the co-operative bank shall not entitle such officer or other employee to any compensation under that act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority 20 (5) any person holding office as managing director of the sikkim bank immediately before the appointed day shall be deemed to have vacated his office as such on thp appointed day and, notwithstanding anything contained in this act or in any other law for the time being in force or in any agreement or contract, he shall not be entitled to 25 any amount from the sikkim bank, state government, or the cooperative bank for the loss of office or for the premature termination of any agreement or contract relating to his employment, except such pension, amount or other benefit which the co-operative bank may grant to him, having regard to what that person would have received as an 30 officer of the sikkim bank if this act had not been passed and if he had retired from his employment in the ordinary course (6) where the managing director of the sikkim bank has, after the 16th day of november, 1976 and before the appointed day, been paid any sum by way of compensation or gratuity, the co-operative bank shall be 35 entitled to claim refund of any sum so paid if the payment is not confirmed by the state government by general or special order  chapter viiact to have overriding e1fect miscellaneous 12 the provisions of this act shall have effect notwithstanding any- 40 thing inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this act, or in any decree or order of any court, tribunal or other authority protection of action taken in good raith 13 (1) no suit, prosecution or other legal proceeding shall lie against 45 the central government or any officer of that governm~nt or the state government, or the co-operative bank or any officer of the state government or the co-operative bank or other person authorised by the central government or the state government or the co-operative bank, for anything which is in good faith done or intended to be done under 50 this act (2) no suit or other legal proceeding shall lie against the central government or any officer or other employee of that government, or the state government or the co-operative bank or any officer or other employee of the state government or of the co-operative bank or other 5 person authorised by the state government or the co-operative bank, for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this act 1'4 any person who,-penalties 10 (a) having in his possession, custody or control any property forming part of the undertakings of the sikkim bank, wrongfully withholds such property from the central government, or the state government or the co-operative bank; or 15 20 (b) wtongfully obtains pos~ession of, or retains, any property forming part of any undertaking of the sikkim bank or wilf"llly withholds or fails to furnish to the central government or the state government or the co-operative bank, or any person or body of persons specified b~ that government or the state government or the co-operative bank, any document relating to such undertaking which may be in his possession, custody or control or falls to deliver to the central government, or the state government or the co-operative bank or any person or body of persons specified by the central government or the state government or the co-operative bank, any assets, books of account, registers or other documents in his possession, custody or control, relating to the undertakings of the sikkim bank; or 2; (c) wrongfully removes or destroys any property forming part of any undertaking of the sikkim bank or prefers any claim under this act which he knows or has reasonable cause to believe to be false or grossly inaccurate, 30 shall be punishable with imprisonment for a tenn which may extend to two years, or with fine which may extend to ten thousand rupees, or with both 15 (1) where an offence under this act has been committed by a offences company, every person who at the time the offence was committed was by cgmin charge of, and was responsible to, the company for the conduct of panles 35 the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly: provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was 40 committed without his knowledge or that he had exercised all due diligence to prevent the commission' of such offence (2) notwithstanding anything contained in sub-section (1), where any offence under this act has been committed by a company and it is proved that the offence has been committed with the consent or conni-45 vance of, or is attributable to any neglect on the part of, any director, manager, secretary, or other officer of the company, such director, manager, secretary, or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly explanation-for the purposes of this section,  (a) "company" means any body corporate and includes a firm or other association of individuals; and (b) "director", in relation to a firm, means a partaer in the firm delegation of powers 16 (1) the central government may, by notification, direct that all 5 or any of the powers exercisable by it under this act, other than the powers conferred by sections 17 and 18, may also be exercised by such person or persons as may be specified in the notification (2) whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the 10 direction, co~trol and supervision of the central government 17 (1) the central government may, by notification, make rules for carrying out the provisions of this act | power    | of    ||----------|-------|| central  |       || govern-  |       || ment     | to    || make     |       || rules   |       |(2) every rule made by the central government under this act shall be laid, as soon as may be after it is made, before each house of is parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both houses agree in making any modification in the rule or both houses agree that the rule should not be ~o made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule  18 ~ any difficulty arises in giving effect to the provisions of this act, 25 the central government may, by order, not inconsistent with the provisions of this act, remove the difficulty: power to remove duii-culties provided that no such order shall be made after the expiry of a period of two years from the appointed day 19 on and from the appointed day, any reference to sikkim bank 30 in any law (other than this act or the state bank of sikkim proclamation, 1968) or in any contract or other instrument shall, except as otherwise provided in any general or special order made by the c::entral government, be deemed to be a reference to the co-operative bank references to sikldm bank in other laws 20 on the date of the issue of notification under sub-section (1) of 35 section 6, the sikkim bank shall stand dissolved, and the state bank of sikkim proclamation, 1968, shall stand repealed dissolutiol1 of sikkim bank  the schedule [see section 8(1)] manner of payment of amount for the transfer of shares of the state bank of sikkim to the central government1 in this schedule, "shareholder" means any person who, immediately before the appointed day, is registered as the holder of a share in the sikkim bank, other than the state government of sikkim 2 for every share in the share capital of the sikkim bank which, by reason of this act, is transferred to and vested in the central government, tho? central government shall pay to every holder thereof in the manner specified in paragraph 3 of this schedule an amount calculated at 5 the rate of rupees fifty-five per share 3 every person who is registered as the holder of a share in the sikkim bank on the appointed day and whose shares have been acquired under the provisions of this act shall, for every such share so held by him be paid an amount calculated at the rate specified in paragraph 2 by cheque drawn on the reserve bank of india lu in ktleping with the uc~nt o~ mral and agricultural development as part of the stratogy for· the ~~ry s rapid economic progress, government appointed a study team~· instj~utlona1 arrangements tor agricultural credit in sikkim under the chaumanshlp of dr c d datey, a former executive director of the reserve bank one of the tenns of reference of the team was to consider the ques~io~ of setting up a regional rui"al bank in silclcim on the pattern of similar banks established in the country in its report submitted't'o the government, the teem was broadly of the view that in order to meet the banki~g needs of sikkim, it would be appropriate to set up a single apex institution which would combine both agric'ultural and non-agricultural banking operations and also transact government busine~s the specific reoommendation in this context related to the setting up of a state co-operative bank in sikkim to which the undertakinp of the existing state bank of sikkim, a bank established under the state bank of sikkim p:-oc1amation dated the 24th june, 1968, may be transferred this recommendation was made solely on the consideration that in sikkim there is no scope for more than one banking institution of the comprehensive type proposed and that some of the advantages of a state co-operative bank will itot be available to the 'state bank of sikkim if its separate identity is retained as a banking institution under the banking regulation act, 1949 this recommendation was accepted in principle and the details of the proposals for implementing this recommendation had been worked out the sikkim legislative assembly has passed the sikkim o>-operative societies act 1978, and the sikkim state co-operative bank ltd had already been registered under that act it is now proposed to acquire the undertakings of the state bank of sikkim for the purpose of transferring them to the sijdcim state cooperotive bank ltd the bill seeks to achieve this object 2 the biu provides, among other things, for the transfer to, and vesting or all the shares of the state bank of sikkim, other than those held by the state government of sijddm, and also the oodertakings of the said bank in the central government thereafter, the central government shall direct by a notification, that the shares vested in it as also the uiklertakings of the state bank of sikkim shall vest in the state government of sikkim the state government would direct, by a notification, that the underta~in~s of the state bank of sikkim sb1l11 be transferred to, and ve~tedin, the slkklm state cooperative bank ltd the bill also provides for the transfer of the servi~es of all the employees of the state bank of sikkim to the sikkim state co-operative bank ltd and al!lo for the payment of amounts to the shareholders whose, shares are proposed to be acquired and for certain other incidental and consequential matters new delhi; the 7tll august, 1982 pranab mukherjee clause 8~ d of the bill provides for the paydlcnt of lln amoqnt of ~s ~,o!i, t4; by the central government in cash to the shareholders of the state bank of sikkim whose, shares are proposed to be acquired subcliuse(2) of this clause provides for the payment of simple interest at the rate of five and a hatf per cent per annum to such shareholders for the period commencing on the c:ppointed day and ending on the date on which payment of such amount is made to the shareholders itis not possible to estimate precisely the amount payable on this account as this will depend on the time taken for the payment of the amount due to the various shareholders 2 the bill, if enacted and brought into operation is not likely to involve any other expenditure either recurring or non·recurring clause 17 of the bill empowers the central government to make rules for carryidg out the provisions of the bill the matters in respect of wl,lich such rules may be made would relate to matters of procedure and administrative detail and it is dot practicable to provide for them in the bill itself the delegation of the legislative power is, therefore, of a normal character ,  billto provide in the public interest, for the acquisition of certain shares of the state benk of sikkim for the purpose of better consolidation and extension of badkid& facilities in the state of sikkim and for matters connected therewith or idcidcdtal thereto i  (shri pratulb kumar mukherjee, minister of finance) 