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BURMAH OIL COMPANY [ACQUISITION OF SHARES OF OIL INDIA LIMITED AND OF THE UNDERTAKINGS IN INDIA OF ASSAM OIL COMPANY LIMITED AND THE BURMAH OIL COMPANY (INDIA TRADING) LIMITED] ACT

Ministry of Law and Justice

Act nº 41 of 1981


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Act nº 41 of 1981

Preamble

THE BURMAH OIL COMPANY [ACQUISITION OF SHARES OF OIL INDIA LIMITED AND OF THE UNDERTAKING IN INDIA OF ASSAM OIL COMPANY LIMITED AND THE BURMAH OIL COMPANY (INDIA TRADING) LIMITED ] ACT, 1981

[Act, No. 41 of 1981]

[28th September, 1981]

PREAMBLE

An Act to provide in the public interest for the acquisition of the shares of oil India Limited held by The Burma Oil Company Limited and for the acquisition and transfer of the right, title and interest of the Assam Oil Company Limited and The Burmah Oil Company (India Trading) Limited in relation to their undertakings in India and thereby to secure that the ownership and control of crude oil, gas and petroleum products produced by the undertaking in India of the Assam Oil Company Limited and of petroleum products marketed and distribution by the said undertakings and the undertakings in India of The Burmah Oil Company (India Trading) Limited are so distributed as best to subserve the common good.

WHEREAS "The Burmah Oil Company Limited "(a foreign company) has at present the ownership of and, control over, a significant portion of crude oil, gas and petroleum products produced, marketed and distributed in India by reason of the fact that Oil India Limited, wherein it holds fifty percent, of the shares, and one of its subsidiaries, namely, the Assam Oil Company limited are carrying on the business of exploration and production of crude oil, gas and petroleum products, and the said Assam Oil Company Limited is also carrying on through its undertakings in India and through the undertaking in India of "The Burmah Oil Company (India Trading) Limited" another of the subsidiaries of " The Burmah Oil Company Limited", the business of marketing and distribution of petroleum products;

AND WHEREAS it is expedient in the public interest that the shares of the said Oil India Limited held by " The Burmah Oil Company Limited " and the undertakings in India of the said Assam Oil Company Limited and "The Burma Oil Company (India Trading) Limited " should be acquired;

AND WHEREAS such acquisition is for giving effect to the policy of the state towards securing the principle specified in clause (b) of article 39 of the constitution as the ownership and control of the material resources of the community, to wit, crude oil, gas and petroleum products produced by the said Oil India Limited and by the undertakings in India of the Assam Oil Company Limited and marketed and distributed by the undertakings in India of the said Assam Oil Company Limited and "The Burmah Oil Company (India Trading) Limited ", would by reason of such acquisition become vested in the state and thereby so distributed as best to sub serve the common good;

BE it enacted by parliament in the thirty-second year of the Republic of India as follows.-

Chapter I

Section 1. Short title

This act may be called the Burmah Oil Company ([acquisition of shares of Oil India Limited and of the Undertaking in India of Assam Oil Company limited and the Burmah Oil Company (India Trading) Limited] Act ,1981.

Section 2. Definitions

In this Act, unless the context otherwise requires;-

(a) "appointed day " means such date as the central Government may, by notification, appoint;

(b) "Burmah Oil Company " means " The Burmah Oil Company Limited ", a company incorporated in Scotland and having its registered office at 48.st. Vincent Street, Glasgow,scotland ;

(c) "government company " means a company as defined in sections 617 of the companies Act, 1956; (1 of 1956).

(d) "notification " means a notification published in the official Gazette ;

(e)"Oil India " means the Oil India Limited, being a company as defined in the companies Act,1956 (1 of 1956), and having its registered office at duliajan district dibrugarh;

(f)"prescribed " means prescribed by rules made under this Act;

(g)"specified company" means a company specified in clause (h) ;

(h) "two companies" means;-

(i) the Assam Oil Company Limited a company incorporated in the United Kingdom and having its registered office at Burmah House, Pipers way, Swindon, England ; and

(ii) "The Burmah Oil Company (India Trading)Limited " a company incorporated in Scotland and having its registered office at 48, St. Vincent street, Glasgow,scotland, being foreign companies within the meaning of section 591 of the companies Act, 1956; (1 of 1956).

(I) words and expressions used herein and not defined but defined in the companies Act,1956, (1 of 1956) have the meanings respectively assigned to them in that Act.

Chapter II

Section 3. Transfer and vesting of certain shares of Oil India in the Central Government

(1) On the appointed day, all the shares in the capital of Oil India held by Burmah Oil Company shall by virtue of this Act, stand transferred to, and vested in, the central government

(2) All the shares which have vested in the central government under sub-section (1) shall by force of such vesting, be freed and discharged of all trusts, liabilities, obligations, mortgages, charges, liens, and other encumbrances affecting them.

(3) Any dividend payable by Oil India to the shares which have vested in the central government under sub-section (1) in respect of any period beginning from the I st day of January, 1977, shall be payable to the central government .

Section 4. Management of Oil India

For the purpose of enabling Oil India to function as a government company, the central government may, by notification, make such amendments in the memorandum and articles of association of that company and such other provisions as it may consider necessary.

(2) Any amendments in the memorandum and articles of association of Oil India and any other provisions made under sub-section (1) shall have effect notwithstanding anything contained in the companies Act, 1956 (1 of 1956).

Chapter III

Section 5. Transfer and vesting in the Central Government of the under takings in India of the two companies

On the appointed day, the right, title and interest of each of the two companies in relation to its undertakings in India shall, by virtue of this Act, stand transferred to, and vested in the central government.

Section 6. General affect of vesting

(1) Subject to the provisions of sub-section (2), the undertakings of each specified company shall be deemed to include all assets, rights, powers, authorities and privileges and all property, movable and immovable, including and designs, trade marks, trade names, styles of labeling, station decor or any distinctive color schemes, cash balances, reserve funds, book debts, investment and all other rights and interest in, or arising out of, such property as were ,immediately before the appointed day, in the ownership, possession, power or control of the specified company, in relation to its undertakings in India, and all books of account, registers, records and all other documents whatever nature relating there to and shall also be deemed to include all borrowings, liabilities (including the liability for the payment of taxes, if any, and for the payment of any pension and other pensionary benefits to the persons employed in relation to its undertakings in India) and obligations of whatever kind of the specified company in relation to its undertakings in India.;

Provided that remittances outside India of any money for the payment of pension or other pensionary benefits shall be subject to the rules and regulations for the time being in force in relation to such remittances.

(2) The undertakings in India of "The Burmah Oil Company (India Trading) Limited " shall not include the shares held by the said company in the tin plate company of India Limited . a company as defined in the companies Act 1956 (1 OF 1956). and having its registered office at 4, Bankshall street, Calcutta -700001.

(3) The profits earned ,or the losses suffered, as the case may be, by each specified company in relation to its undertakings in India from the I st day of January ,1977, shall be payable to, or, as the case may be, borne by, the central government.

(4) Unless otherwise expressly provided by this Act, all deeds, bonds agreements, powers of attorney, grants of legal representation and other instruments of whatever nature in relation to the undertakings in India of a specified company subsisting or having effect immediately before the appointed day, and to which the specified company is a party or which are in favor of the specified company shall be of as full force and effect against or in favor of the central government and may be enforced or acted as fully and effectively as if in the place of the specified company the central government had been a party thereto or as if they had been issued in favor of the central government .

(5). If, on the appointed day, any suit appeal or other proceeding of whatever nature (including proceeding before any authority) in relation to the undertakings in India of a specified company which have been transferred to, and vested in the central government under section 5.is pending by or against that specified company, the same shall not abate ,be discontinued or be in any way prejudicially affected by reason or of anything contained in this Act but the suit appeal or other proceeding may be continued ,prosecuted and enforced by or against the central government .

(6). The promotion agreement and supplement agreement entered into on the 14th day January, 1958 and the 16 th day of February, 1959.respectively, to which the central government, the Burmah Oil Company and the Assam Oil Company Limited were parties and the adopting agreement and the second supplemental agreement entered into on 14 th day of march . 1959 and the 27 th day of 1961.respectively. to which the central government the Burmah Oil Company, the Assam Oil Company Limited and Oil India Limited. Were parties shall be deemed to have been terminated with effect from the 1st day of January, 1977, and accordingly the rights, liabilities and obligations arising out of such Agreement shall be deemed to have been extinguished on and from that date:

Provide that clause 12 of the said second supplemental Agreement shall, in so far as it relate to the rights, liabilities and obligations of oil India limited, continue in force up to and inclusive of the financial year of the company ending on the 31st day of March, 1982.

Section 7. Special provisions as to certain rights and interests held by the specified companies before the appointed day

(1) Every right or interest in respect of any property in India (including a right under any lease or under any right of tenancy or any right under any arrangement to secure any premises for any purpose), which a specified company held, immediately before the appointed day, shall, notwithstanding anything contained in any other law or in any agreement or instrument relating to such right or interest, vest in, and held by, the central government on and after that day on the same terms and conditions on which the specified company would have held it, if no negotiations had taken place for the acquisition by the central government of the undertakings in India of the specified company or, as the case may be, if this Act had not been passed.

(2) If at any time after the 2nd day of February, 1974 (being the date on which the central government's policy for acquiring undertakings engaged in the production, marketing or distribution of petroleum products was made known) and before the appointed day a specified company surrendered or otherwise relinquished any right or interest in respect of any property in India (including a right under any lease or under any right of tenancy or a right under any arrangement to secure any premises for any purposes), then for the purposes of this Act notwithstanding anything contained in any other law or in any agreement or instrument relating to such right or interest, the central government shall, on the same terms and conditions on which the specified company would have been entitled to such right or interest if it had not surrendered or otherwise relinquished such right or interest and this Act had not been passed:

Provided that nothing in this sub-section shall apply to any right or interest surrendered or otherwise relinquished by the specified company before the appointed day for sufficient monetary consideration.

(3) On the expiry of the term of any lease, tenancy or arrangement referred to in sub-section (1) or sub-section (2), such lease or tenancy or arrangement shall, if so desired by the central government ,be renewed or continued, so far as may be, on the same terms and conditions on which the lease or tenancy or arrangement was originally granted or entered into.

Section 8. Removal of doubts

(1) For the removal of doubts, it is hereby declared that the provisions of sections 5, 6 and 7 shall apply to the extent to which any property appertains to the business carried on by each specified company in India ; and to the rights and powers acquired, and to debts, liabilities and obligations incurred, and to contracts, agreements, and other instruments made, by the specified company in India, and to proceedings relating to those matter pending, in any court or tribunal or before any other authority, in India .

(2) if any question arises as to whether any property appertained, immediately before the appointed day, to any business of a specified company in India or whether any rights, powers, debts, liabilities or obligations were acquired or incurred or any contract, agreement or other instrument was made by a specified company for the purposes of its business in India, or whether any documents relate to those purposes, or whether the provisions of section 7 apply in relation to any property, the question shall be referred to the Central Government which shall, after giving a reasonable opportunity of being heard to the persons interested in the matter, decide it in such manner as it may think fit.

Power of Central Government to direct vesting of the under takings of specified companies in one or more Government Companies.

Section 9. Power of Central Government to direct vesting of the under takings of specified companies in one or more Government Companies

(1) Notwithstanding anything contained in section 5,6 and 7, the Central Government may, subject to such terms and conditions as it may think fit to impose, direct, by notification, that the right, title and interest and the liabilities of each specified company in relation to its undertakings in India which have vested in that Government under section 5 shall, instead of continuing to vest in the Central Government, vest in one or more Government companies either on the date of the notification or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification.

(2) When the right, title and interest and the liabilities of a specified company in relation to its undertakings in India vest in one or more Government companies under sub-section (1), all the rights and liabilities of the Central Government in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become the rights and liabilities, respectively, of the Government company or companies

(3) The provisions of sections 5,6 and 7 shall, so far as may be, apply in relation to such Government company ;or companies as they apply in relation to the Central Government and for this purpose references therein to the "Central Government shall be construed as references to such Government company or companies.

Chapter IV

Section 10. Payment of amount to Burmah Oil Company

(1) For the transfer to, and vesting in, the Central Government under section 3 of the shares of Oil India, and for the transfer to, and vesting in, the Central Government under section 5, of the right, tittle and interest of each specified company in relation to its undertakings in India, there shall be paid by the Central Government an aggregate amount of rupees twenty-one crores and fifty-six lakhs, free of taxes, to the Burmah Oil Company and such amount shall be allowed to be remitted to that company in one installment in pound sterling calculated at the rate of exchange in force on the date of such remittance.

(2) Where the amount specified in sub-section (1) is not paid on a or before the 15th day of October, 1981 it shall carry simple interest, free of taxes, at the rate of eight per cent. per annum from that date, till the date of its payment.