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RICHARDSON AND CRUDDAS LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT

Ministry of Law and Justice

Act nº 78 of 1972


  • Part I
    • Chapter I
    • Chapter II
    • Chapter III
    • Chapter IV
  • Part II
    • Chapter I
    • Chapter II
    • Chapter III
  • Part III
  • Part IV
  • Act nº 78 of 1972

Preamble

THE RICHARDSON AND CRUDDAS LIMITED (ACQUISITION

AND TRANSFER OF UNDERTAKING) ACT, 1972

[Act, No. 78 of 1972]

[30th December, 1972

PREAMBLEAn Act to provide for the acquisition and transfer of the undertaking of the Richardson and Cruddas Limited for the reconstruction of the register of its members and for matters connected therewith or incidental thereto.

WHEREAS the Richardson and Cruddas Limited, a company formed and registered under the Indian Companies Act, 1913, is engaged in the production of goods needed by the defence establishments, railways, steel, plants and power projects;

AND WHEREAS the mismanagement of the said company by its erstwhile managing agents and Board of Directors had seriously affected the production and supply of goods by the said company;

AND WHEREAS it is not possible for the said company to provide for its proper management by a duly constituted Board of Directors in view of the existence of a large number of duplicate shares in the capital of the said company;

AND WHEREAS for ensuring, in the interests of the community, the continuity of production and supply of goods by the said company, it is expedient in the public interest to acquire the undertaking of the said company;

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

Part I

Chapter I

Section 1. Short title

This Act may be called The Richardson and Cruddas Limited (Acquisition and Transfer of Undertaking) Act, 1972.

Section 2. Definitions

(1) In this Act, unless the context otherwise requires,--

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

(b) "Custodian" means the person who is appointed, under section 10, as the Custodian of the old company;

(c) "Nationalised Bank" means a corresponding new bank as defined in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970;

(d) "new company" means the Government company, formed and registered under the Companies Act, 1956, in pursuance of the provisions of section 9;

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

(f) "old company" means the Richardson and Cruddas Limited, a company formed and registered under the Indian Companies Act, 1913 and having its registered office in the State of West Bengal;

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

(h) "scheduled bank" has the meaning assigned to it in the Reserve Bank of India Act, 1934, and includes a National Bank:

(i) "share" means a share in the capital of the old company; (j) "Tribunal" means the Tribunal constituted under section 13.

(2) Words and expressions used herein and not defined but defined in the Companies Act, 1956, have save as otherwise expressly provided in this Act, the meanings respectively assigned to them in that Act.

Chapter II

Section 3. Undertaking of the old company to vest in the Central Government

On the appointed day, the undertaking of the old company shall stand transferred to, and vest in, the Central Goverment and that Government shall, immediately thereafter, provide, by notification, for the transfer to, and vesting in, of such undertaking in the new company.

Section 4. General effect of vesting

(1) The undertaking of the old company 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 were immediately before the appointed day in the ownership, possession, power or control of the old company in relation to the undertaking, whether within or without India, and all books of account, registers (other than register of members and documents relating thereto), records and all other documents of whatever nature relating thereto and shall also be deemed to include all borrowings, liabilities and obligations of whatever kind then subsisting of the old company in relation to the undertaking.

(2) Unless otherwise expressly provided by 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 which relate to the undertaking of the old company, shall be of as full force and effect in favour of the Central Government, and on the transfer of such undertaking to the new company, of such new company and may be enforced or acted upon as fully and effectively as if they had related to the Central Government or the new company, as the case may be.

(3)

(a) If, on the appointed day, a proceeding instituted by the old company in relation to the undertaking referred to in section 3 is pending, such proceeding may, as from that day, be continued by the Central Government or, on the transfer of the undertaking to the new company, by the new company.

(b) If, on the appointed day, any cause of action is existing against the old company in relation to the undertaking referred to in section 3, such cause of action may, as from that day, be enforced against the Central Government or, on the transfer of the undertaking to the new company, against the new company.

(c) Save as otherwise provided in clauses (a) and (b) no suit, proceeding or cause of action by or against the old company shall be continued or enforced by or against the Central Government or the new company.

Section 5. Duty to deliver possession of property acquired and documents relating thereto

(1) Where any property has vested in the Central Government under section 3, every person in whose possession or custody or under when control the property may be, shall deliver the property to the Central Government forthwith.

(2) Any person who, on the appointed day, has in his possession or under his control any books, documents or other papers relating to the undertaking which has vested in the Central Goverment under this Act and which belong to the old company, or, would have so belonged if the undertaking of the old company had not vested in the Central Government, shall be liable to account for the said books, documents or other papers to the Central Government and, on the transfer of such undertaking to the new company, to that company, and shall deliver them up to the Central Government or the new company, as the case may be, or to such other person as the Central Government or the new company may specify in this behalf.

(3) The Central Government may take or cause to be taken, all necessary steps for securing possession of all properties which have vested in that Government under section 3.

Section 6. Duty to furnish particulars

(1) The old company shall, within such period as the Central Government may allow in this behalf, furnish to that Government, and the new company, a complete inventory of all the properties and assets (including particulars of investments) of the old company on the appointed day, all liabilities and obligations of the old company subsisting on that day and also all agreements entered into by the old company and in force on that day including agreements whether express or implied, relating to leave, pension, gratuity and other terms of service of any officer or other employee of the old company under which, by virtue of this Act, the Central Government has or will have, or may have, the liabilities and, for this purpose, the Central Government and the new company shall afford the old company all reasonable facilities.

(2) The old company shall, if required by the Central Government or new company so to do, furnish such returns or information relating to the undertaking referred to in section 3, or, any person employed by the old company for the purpose of such undertaking as may be specified in such requisition.

Section 7. Transfer of employees of the old company

(1) Every officer or other employee of the old company (except a director or any managerial personnel specified in section 197-A of the Companies Act, 1956, or any other person entitled to manage the whole or a substantial part of the business of the old company under a special agreement with that company) in the employment of the old company immediately before the appointed c ay shall, in so far as such officer or other employee is employed in connection with the affairs of the undertaking of the old company, become, as from the appointed day, an officer or other employee, as the case may be, of the Central Government and, on the transfer of such undertaking to the new company, of that company, and shall hold his office on the same terms and conditions and with the same rights to pension, gratuity and other matters as would have been admissi­ble to him if the undertaking of the old company had not been transferred to and vested in the Central Government or the new company, and continue to do so unless and until his employment in the Central Government or the new company is duly terminated for until the remuneration terms or conditions of service the duly altered by the Central Government or the new company as the case may be :

Provided that if the alteration so made is hot acceptable to any officer or other employee, his employment shall be terminated on payment to him by the Central Government or the new company, as the case may be, of an amount equivalent to three months' remuneration in the case of permanent employees and one month remuneration in the case of other employees :

Provided further that nothing contained in this sub-section shall apply to any officer or other employee who has by notice in writing given to the Central Government or the new company, within thirty days next following the appointed day intimated his intention of not becoming an officer or other employee of the Central Government or the new company, as the case may be.

(2) For the persons, who, immediately before the appointed day, were the trustees for any pension, provident fund, gratuity or other like fund constituted for the officers or other employees of the old company, there shall be substituted as trustees such persons as the Central Government or the new company may, by general Or special order, specify.

(3) Notwithstanding anything contained in the Industrial Disputes Act, 1947, or in any other law for the time being in force, the transfer of the services of any officer or other employee from the old company to the Central Government or the new company shall nut entitle such officer or other employee to any compensation under that Act or other law and no such claim shall be entertained by any Court. Tribunal or other authority.

Section 8. Payment of amount

(1) For the transfer under section 3, of the undertaking of the old company to the Central Government, there shall be paid by the Central Government to the Custodian an amount of rupees thirty lakhs.

(2) The Custodian shall open an account in the name of the old company in any scheduled bank and credit the said amount to the said account and hold the said amount in trust for and on behalf of the old company.

Chapter III

Section 9. Formation and Registration of a new, company

For the efficient management and administration of the undertaking which will vest in the Central Government under section 3, there shall be formed and registered, before the appointed day, a Government company, with the name "Richardson and Cruddas (1972) Limited," in accordance with the provisions of the Companies Act, 1956.

Chapter IV