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TRANSFORMER AND SWITCHGEAR LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT

Ministry of Law and Justice

Act nº 41 of 1983


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Schedules
  • Act nº 41 of 1983

Preamble

THE TRANSFORMER AND SWITCHGEAR LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1983

[Act No. 41 of 1983]

[25th December, 1983]

PREAMBLE

An Act to provide for the acquisition and transfer of the undertakings of the Transformer and Switchgear Limited with a view to securing the better utilisation of the available infra-structure thereof and to modernise and augment the production of transformers, switchgears and other allied electrical equipments by the said undertakings so as to subserve the interests of the general public be ensuring the continued supply of the aforesaid articles which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto.

WHEREAS the Transformer and Switchgear Limited are engaged in the production of certain articles mentioned in the First Schedule to the Industries (Development and Regulation) Act, 1951(65 of 1951), under the heading "ELECTRICAL EQUIPMENT";

AND WHEREAS the Company had been suffering heavy losses for a number of years with the result that a majority of the workers of the Company had been laid off and the affairs of the Company are being managed in a manner prejudicial to the interests of the Company and the public interest;

AND WHEREAS for the purpose of securing the better utilisation of the available infra-structure of the undertakings of the Company and for modernising and augmenting the production of transformers, switchgears and other allied electrical equipments by the said undertakings, investment of a large amount is necessary;

AND WHEREAS it is necessary to acquire the undertakings of the Transformer and Switchgear Limited to enable the Central Government to have such investments made so as to subserve the interests of the general public by the continuance by the undertakings of the Company of the production and supply of the aforesaid articles which are essential to the needs of the economy of the country;

BE it enacted by Parliament, in the Thirty-fourth Year of the Republic of India as follows:-

Chapter I

Section 1. Short title and commencement

(1) This Act may be called the Transformer and Switchgear Limited (Acquisition and Transfer of Undertakings) Act, 1983.

(2) It shall be deemed to have come into force on the 8th day of November, 1983.

Section 2. Definitions

In this Act, unless the context otherwise requires,-

(a) "Andrew Yule" means Andrew Yule and Company Limited, Calcutta, a company formed and registered under the Companies Act, 1956(1 of 1956);

(b) "appointed day" means the 8th day of November, 1983;

(c) "Commissioner" means the Commissioner of Payments appointed under section 14;

(d) "Company" means the Transformer and Switchgear Limited, being a company as defined in the Companies Act, 1956(1 of 1956), and having its registered office at 21, Guindy Road, Adyar, Madras-6000020;

(e) "notification" means a notification published in the Official Gazette;

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

(g) "specified date" in relation to any provision of this Act, means such date as the Central Government may, by notification, specify for the purposes of that provision and different dates may be specified for different provisions of this Act;

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

Chapter II

Section 3. Transfer to, and vesting in, the Central Government of the undertakings of the Company

On the appointed day, the undertakings of the Company, and the right, title and interest of the Company in relation to its undertakings, shall, by virtue of this Act, stand transferred to, and vest in, the Central Government.

Section 4. General effect of vesting

(1) The undertakings of the Company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investments, book debts and all other rights and interests in, or arising out of, such property as were immediately before the appointed day in the ownership, possession, power or control of the Company, whether within or outside India, and all books of account, registers and all other documents of whatever nature relating thereto.

(2) All properties as aforesaid which have vested in the Central Government under section 3 shall, by force of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, lien and all other incumbrances affecting them, and any attachment, injunction, decree or order of any court, tribunal or other authority restricting the use of such properties in any manner shall be deemed to have been withdrawn.

(3) Every mortgage of any property which has vested under this Act in the Central Government and every person holding any charge, lien or other interest in, or in relation to, any such property shall give, within such time and in such manner as may be prescribed, an intimation to the Commissioner of such mortgage, charge, lien or other interest.

(4) For the removal of doubts, it is hereby declared that the mortgagee of any property referred to in sub-section (3) or any other person holding any charge, lien or other interest in, or in relation to, any such property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage money or other dues, in whole or in part, out of the amount specified in section 7 and also out of the amount determined under section 8, but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the Central Government.

(5) Any licence or other instrument granted to the Company in relation to any undertaking which has vested in the Central Government under section 3, at any time before the appointed day and in force immediately before that day, shall continue to be in force on and after such day in accordance with its tenor in relation to, and for the purposes of, such undertaking and on and from the date of vesting of such undertaking under section 6 in Andrew Yule, that company shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to Andrew Yule and that company shall hold it for the remainder of the period for which the Company would have held it under the terms thereof.

(6) If, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any property which has vested in the Central Government under section 3, instituted or preferred by or against the Company is pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertakings of the Company 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, or where the undertakings of the Company are directed under section 6, to vest in Andrew Yule, by or against Andrew Yule.

Section 5. Central Government or Andrew Yule not to be liable for prior liabilities

(1) Every liability of the Company in respect of any period prior to the appointed day, shall be the liability of the Company and shall be enforceable against it and not against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule.

(2) For the removal of doubts, it is hereby declared that,-

(a) save as otherwise expressly provided in this section or in any other provision of this Act, no liability of the Company in respect of any period prior to the appointed day, shall be enforceable against the Central Government, or where the undertakings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule;

(b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the Company, passed after the appointed day, in respect of any matter, claim or dispute which arose before that day, shall be enforceable against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule;

(c) no liability incurred by the Company before the appointed day, for the contravention of a provision of any law for the time being in force, shall be enforceable against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule.

Section 6. Power of the Central Government to direct vesting of the undertakings of the Company in Andrew Yule

(1) Notwithstanding anything contained in sections 3 and 4, the Central Government may, subject to such terms and conditions as it may think fit to impose, direct, by notification, that the undertakings of the Company, and the right, title and interest of the Company in relation to its undertakings, which have vested in the Central Government under section 3, shall, instead of continuing to vest in the Central Government, vest in Andrew Yule 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) Where the right, title and interest of the Company in relation to its undertakings vest in Andrew Yule under sub-section (1), Andrew Yule shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings, and 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 of Andrew Yule.

Chapter III

Section 7. Payment of amount

For the transfer to, and vesting in, the Central Government, under section 3, of the undertakings of the Company and the right, title and interest of the Company in relation to its undertakings, there shall be paid by the Central Government to the Company, in cash, and in the manner specified in Chapter VI, an amount of rupees seventy-eight lakhs and twenty-six thousand.

Section 8. Payment of further amount

(1) The amount specified in section 7 shall carry simple interest at the rate of four per cent.per annum for the period commencing on the appointed day and ending on the date on which payment of such amount is made by the Central Government to the Commissioner.

(2) The amount determined in accordance with the provisions of sub-section (1) shall be paid by the Central Government to the Company in addition to the amount specified in section 7.

(3) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to its undertakings which have vested in the Central Government under section 3, shall be discharged from the amount referred to in section 7, and also from the amount determined under sub-section (1) in accordance with the rights and interests of the creditors of the Company.

Chapter IV

Section 9. Management etc., of the undertakings of the Company

The general superintendence, direction, control and management of the affairs and business of the undertakings of the Company, the right, title and interest in relation to which have vested in the Central Government under section 3, shall, where a direction has been made by the Central Government under sub-section (1) of section 6, vest in Andrew Yule and thereupon Andrew Yule shall be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the Company was authorised to exercise and do in relation to its undertakings.

Section 10. Duty of persons in charge of management of the undertakings of the Company to deliver all assets, etc.

(1) On the vesting of the management of the undertakings of the Company in Andrew Yule, all persons in charge of the management of the undertakings of the Company immediately before such vesting, shall be bound to deliver to Andrew Yule, all assets, books of account, registers and other documents in their custody relating to the undertakings of the Company.

(2) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to Andrew Yule and that company may also, if it is considered necessary so to do, apply to the Central Government at any time for instructions as to the manner in which the management of the undertakings of the Company shall be conducted or in relation to any other matter arising in the course of such management.