JUDGMENT

1. The petitioner in this petition under Article 226 of the Constitution of India seeks to challenge the Expression of Interest (hereinafter referred to as `EoI') invited by the respondent no.2-Bank of Baroda (hereinafter referred to as `BoB') dated 14.12.2022 for the purposes of acquisition of stake holding of the BoB in respondent no.4-Nainital Bank Limited (hereinafter referred to as `NBL').

2. Mr. Prashant Bhushan assisted by Ms. Cheryl D'Souza and Ms. Alice Raj, learned counsel appearing on behalf of the petitioner states that the decision of inviting EoI is arbitrary, illegal and the same is in violation of the recommendations made by the Parliamentary Committee as well as by the Ministry of Finance (hereinafter referred to as `MoF'). He submits that the BoB in the year 2006 had also shown interest in merging the NBL into the BoB. Learned counsel for the petitioner further submits that if the communication dated 15.09.2005 issued by the Reserve Bank of India (hereinafter referred to as `RBI') to the BoB is perused carefully, the same would indicate that the permission was granted by the RBI to the BoB to retain its existing holding in the NBL, subject to the condition that the BoB cannot reduce or transfer its shareholding in the NBL without prior approval from the RBI.

3. According to the learned counsel for the petitioner, if the material available on record is considered, the same would indicate that in violation of the RBI guidelines, the BoB, without awaiting the decision on its request for allowing the BoB to dilute its stake in the NBL, had selected two private players, namely, Gaja Capital and Capital Float Financial Services Pvt. Ltd.. While placing reliance on the communication dated 30.07.2022 (Annexure R3-12) of the reply, on behalf of the RBI, he also indicated that the BoB, before issuing an advertisement calling for the EoI in unequivocal terms, has intimated the RBI that after discussion with several institutions and investors, the BoB had received two letters of intent for purchasing shares of the BoB in the NBL.

4. The details of these two investors were outlined in the said communication. He, therefore, states that under the facts of the present case, the EoI is merely a formality. However, the facts indicate that some of the officials of the BoB in connivance with some private players are trying to dilute the stake of the BoB in the NBL.

5. He further states that there is no proper explanation given by the BoB as to why the repeated advice of the RBI, the Parliamentary Committee and the MoF is not being adhered to. He specifically indicates the communication dated 10.06.2022 made by the RBI, wherein, the RBI in unequivocal terms, citing various reasons in paragraph no.6, has reiterated that any further delay in merging the NBL with its parent bank, i.e., the BoB or any other bank, may be detrimental to the interest of the depositors as the continuation of the NBL appears to be untenable. According to him, despite the RBI's latest communication, the BoB is bent on diluting its stake in the NBL.

6. Mr. Tushar Mehta, learned Solicitor General of India, assisted by Mr. Raunak Dhillon, Ms. Ananya Dhar Choudhary and Ms. Isha Malik, learned counsel appearing on behalf of the BoB opposes the submissions made by the petitioner. He primarily submits that the present writ petition is not only misconceived but the same is presumptuous and premature. According to him, there is no reason to pre-empt that in the process of divestment, the applicable law would not be followed. In addition to the aforesaid preliminary submission, he also submits that at the instance of the employees, the instant writ petition is not maintainable, more importantly when the petitioner has not been able to indicate any imminent prejudice to be caused to the employees.

7. Learned Solicitor General also submits that the proposed transaction is being undertaken taking into account the interest of various stakeholders in acco