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GRESHAM AND CRAVEN OF INDIA (PRIVATE) LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT

Ministry of Law and Justice

Act nº 42 of 1977


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Schedules
  • Act nº 42 of 1977

Preamble

THE GRESHAM AND CRAVEN OF INDIAN (PRIVATE) LIMITED

(ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1977

[Act, No. 42 of 1977]

[20th December, 1977]

PREAMBLE

An Act to provide for the acquisition and transfer of the undertakings of Messrs.Gresham and Craven of India (Private) Limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the Railways and of the industries manufacturing engineering products and for matters connected therewith or incidental thereto.

WHEREAS MESSRS.Gresham and Craven of India (Private) Limited were engaged in the manufacture and production of components of rolling stock like vacuum brake equipment, ejectors, steam brake valves and vacuum exhausters and the like needed by the Railways and the industries manufacturing engineering products;

AND WHEREAS as a result of the losses suffered by the Company, there had been a closure of the works owned by the Company;

AND WHEREAS for the purposes of speedily bringing the closed works of the Company into operation, the management of the undertakings of the Company was taken over by the Central Government for a limited period under section 18A of the Industries (Development and Regulation) Act, 1951 (65 of 1951.);

AND WHEREAS it is necessary to acquire the undertakings of the Company to ensure the continuance of the production of goods which are vital to the needs of the Railways and of the industries manufacturing engineering products;

BE it enacted by Parliament in the Twenty-eighth Year of the Republic of India as follows :--

Chapter I

Section 1. Short title and commencement

(1) This Act may be called the Gresham and Craven of India (Private) Limited (Acquisition and Transfer of Undertakings) Act, 1977.

(2) The provisions of sections 28 and 29 shall be deemed to have come into force on the 30th day of September, 1977 and the remaining provisions of this Act shall be deemed to have come into force on the 1st day of August, 1977.

Section 2. Definitions

In this Act, unless the context otherwise requires, --

(a) "appointed day" means the 1st day of August, 1977;

(b) "Braithwaite and Company Limited" means the Government commissioner known as the Braithwaite and Company Limited in which the undertakings of the Braithwaite and Commissioner (India) Limited together with the right, title and interest of the said Company thereon vested with effect from the 1st day of December, 1976, in pursuance of the notification of the Government of India in the Ministry of Industry (Department of Heavy Industry) No.S.O.771 (E), dated the 3rd December, 1976, issued under sub-section (1) of section 6 of the Braithwaite and Company (India) Limited (Acquisition and Transfer of undertakings) Act, 1976 (96 of 1976.);

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

(d) "Company means the Gresham and Craven of India (Private) Limited, being a company as defined in the Companies Act, 1956 (1 of 1956.), and having its registered office at 22-Gobra Road, Calcutta-14;

(e) "Government company" has the meaning assigned to it by section 617 of the Companies Act, 1956 (1 of 1956.);

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

(g) "Ordinance" means the Gresham and Craven of India (Private) Limited (Acquisition and Transfer of Undertakings) Ordinance, 1977 (14 of 1977.);

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

(i) "specified dates" means such date as the Central Government may, for the purpose of any provision of this Act, by notification, specify and different dates may be specified for different provisions of this Act;

(j) 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 of 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 shall vest in, the Central Government.

Section 4. General effect of vesting

(1) The undertakings of the Company shall be deemed to include all ass, rights, lease-holds, powers, authorised 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 encumbrances affecting it, and any attachment, injunction or decree or order of any court restricting the use of such property in any manner or appointing any receiver in respect of the whole or any part of such property 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 mortgage 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 8, and also out of the monies determined under section 9, but, no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the Central Government.

(5) If on the appointed day, any suit, appeal or other proceeding by or against the Company, of whatever nature in relation to any property which has vested in the Central Government, under section 3, 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 the Braithwaite and Company Limited, or, where the undertakings of the Company are directed, under section 7, to vest in a Government company, against that Government company.

Section 5. Central Government or the Braithwaite and Company Limited or the Government company 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, the Braithwaite and Company Limited, or, where the undertakings of the Company are directed, under section 7, to vest in a Government company, against that Government company.

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

(a) save as otherwise expressly provided in 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, Braithwaite and Company Limited, or, where the undertakings of the Company are directed, under section 7, to vest in a Government company, against that Government company;

(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 the Braithwaite and Company Limited, or, where the undertakings of the Company are directed, under section 7, to vest in a Government company, against that Government company;

(c) no liability incurred by the Company before the appointed day, for the contravention of any provision of law for the time being in force, shall be enforceable against the Central Government, or the Braithwaite and Company Limited, or,where the undertakings of the Company are directed, under section 7, to vest in a Government company, against that Government company.

Section 6. Vesting of the undertakings of the Company in the Braithwaite and Company Limited

(1) Notwithstanding anything contained in sections 3 and 4, the Central Government shall, as soon as may be, after the promulgation of Ordinance, 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 that Central Government under section 3, shall, instead of continuing to vest in the Central Government, vest in the Braithwaite and Company Limited 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 the Braithwaite and Company Limited under sub-section (1), the Braithwaite and Company Limited 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, respectively, of the Braithwaite and Company Limited.

Section 7. Power of Central Government to direct vesting of the undertakings of the Company in a Government company

(1) Notwithstanding anything contained in sections 3, 4, and 6, the Central Government may, if it is satisfied that a Government company is willing to comply, or has complied, with such terms and conditions as that Government 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 and thereafter in the Braithwaite and Company Limited, under section 6, shall, instead of continuing to vest in the Braithwaite and Company Limited, vest in the Government company 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 a detention interest of the Company in relation to its undertakings vest in a Government company under sub-section (1), the Government company 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 or the Braithwaite and Company Limited 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.

Chapter III

Section 8. 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 given by the Central Government to the Company, in cash, and in the manner specified in Chapter VI, and amount of rupees one hundred and seventy-six lakhs.

Section 9. Payment of further amount

(1) For the deprivation of the Company of the management of its undertakings, there shall be given to the Company by the Central Government an amount calculated at the rate of rupees fifty thousand per annum for the period commencing on the date on which the management of the undertakings of the Company was taken over by the Central Government and ending on the appointed day.

(2) In consideration of the retrospective operation of the provisions of sections 3, 4 and 5, there shall also be given, in cash, by the Central Government to the Company, an amount equal to an amount calculated at the rate of rupees fifty thousand per annum for the period commencing on the appointed day and ending on the date of promulgation of the Ordinance.

(3) The amount specified in section 8 and the amount determined under sub-sections (1) and (2) shall carry simple interest at the rate of four per cent.per annum for the period commencing on the date of promulgation of the Ordinance and ending on the date on which payment of such amounts is made by the Central Government to the Commissioner.

(4) The amount determined in accordance with the provisions of sub-sections (1), (2) and (3) shall be given by the Central Government to the Company in addition to the amount specified in section 8.

(5) 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 amounts referred to in section 8, and also from the amounts determined under sub-sections (1), (2) and (3) in accordance with the rights and interests of the creditors of the Company.

Chapter IV

Section 10. Management, etc., of the undertakings of the Company

(1) The Braithwaite and Company Limited in which the undertakings of the Company and the right, title and interest of the Company in relation to its undertakings vested under section 6 shall be entitled to exercise all such powers and do all such things as the Company is authorised to exercise and do in relation to its undertakings.

(2) 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, under section 3, in the Central Government and, under section 6, in the Braithwaite and Company Limited shall, where a direction has been made by the Central Government under sub-section (1) of section 7, vest in the Government company so specified shall be entitled to exercise all such powers and do all such things as the Company is authorised to exercise and do in relation to its undertakings.