THE BOLANI ORES LIMITED (ACQUISITION OF SHARES) AND MISCELLANEOUS PROVISIONS ACT, 1978
[Act, No.42 of 1978]
[8th December, 1978]
An Act to provide for the acquisition of shares of the Bolani Ores Limited in public interest in order to serve better the needs of the nation and to facilitate the promotion and development in the interests of the general public, of national steel industry and for matters connected therewith or incidental thereto.
WHEREAS Bolani Ores Limited was incorporated as a private limited company in June, 1957.For supplying ores mainly to the Durgapur Steel Plant;
WHEREAS 50.5 per cent, shares in the share capital of the said Bolani Ores Limited are held by the Steel Authority of India Limited, a wholly owned Government company and the remaining 49.5 per cent.shares are held by the Orissa Minerals Developments Company Limited;
WHEREAS cumulative losses suffered by the Bolani Ores Limited at the end of 1977-78 were to the extent of over Rs.270 lakhs and the said Bolani Ores Limited is in need of urgent funds to carry on the operations of its undertakings;
AND WHEREAS the Orissa Minerals Development Company is not willing to contribute any further amount towards the share capital of the Bolani Ores Limited;
AND WHEREAS the Bolani Ores Limited is the main source of supply of iron ores to the Durgapur Steel Plant and without further substantial investments by way of capital outlay and otherwise the supply of iron ores to the said Plant cannot be maintained;
AND WHEREAS it is expedient in the public interest that the shares of the said Bolani ores Limited should be acquired;
BE it enacted by Parliament in the twenty-ninth Year of the Republic of India as follows:-
Section 1. Short title and commencement
(1) This Act may be called the Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions act, 1978.
(2) it shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint.
Section 2. Definitions
(1) In this Act, unless the context otherwise requires,-
(a) "appointed day" means the date on which this act comes into force;
(b) "Bolani Ores Limited" means the Bolani Ores Company Limited, a company formed and registered under the companies Act and having its registered office at Chartered Bank Buildings in Calcutta in the state of West Bengal;
(c) "Companies Act" means the companies Act, 1956 (1 of 1956);
(d) "dissolved company" means the Bolani Ores Limited dissolved by virtue of section 6;
(e) "the company" means the Orissa Minerals Development Company Limited, a company formed and registered under the companies Act and having its register office at Chartered Bank Buildings, Calcutta in the State of West Bengal;
(f) "Steel Authority of India: means the steel Authority of India Limited, a company formed and register under the companies Act and having its registered office at New Delhi.
(2) Save as provided in section 14, the words and expressions used herein and not defined but defined in the Companies Act have the meanings respectively assigned to them in that Act.
Section 3. Vesting in the Central Government of the shares held by the company
(1) On the appointed day, all the shares held by the Company in the share capital of the Bolani Ores Limited shall, by virtue of this act, stand transferred to, and shall vest 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, and any attachment or injunction or any decree or order of any court, tribunal or other authority restricting the use of such shares in any manner shall be deemed to have been withdrawn.
Section 4. Payment of amount to the Company
(1) For the transfer to, and vesting in, the Central government under section 3 of the shares held by the Company in the Bolani Ores Limited, the Central Government shall, within thirty days from the appointed day, pay to the Company in cash an amount of forty-nine thousand five hundred rupees.
(2) Where the Central Government fails to pay to the Company the amount specified in sub-section (1) within the period specified in that sub-section, the central Government shall pay on the said amount simple interest at the rate of six per cent, per annum from the appointed day till the date of payment.
Section 5. Allocation of share s to the Steel authority of India
(1) All the shares held by the Company in the Bolani Ores Limited which have vested in the Central Government by virtue of section 3 shall, immediately after they have so vested, stand transferred to, and shall vest in, the steel authority of India.
(2) The amount paid by the Central Government for the shares which stand transferred to, and vested in, the Steel authority of India under sub-section (1) shall be deemed to the contribution by the central Government to the equity capital of the steel Authority of India and the Steel authority of India shall issue (if necessary, after amending its memorandum and articles of association) to the Central Government forty-nine fully paid-up shares of the face value of one thousand rupees each and pay to that Government five hundred rupees in cash.
Section 6. Vesting of undertakings a in the Steel Authority of India and dissolution of Bolani Ores Limited
On the appointed day
(a) all the undertakings of the Bolani Ores Limited, the shares of which have vested in the Steel Authority of India by virtue of section 5, shall stand transferred to, and shall vest in, the Steel Authority of India;
(b) the Bolani Ores Limited shall stand dissolved.
Section 7. Under-taking meaning of
For the purposes of this act, the undertakings of the dissolved company shall be deed to include all assets, rights, lease-holds (including mining leases), industrial or other licences, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, works, mines, workshops, projects, stores, instruments, machinery, automobiles and other vehicles, equipment, cash or bank balances, cash in hand, reserve funds, investments and 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 dissolved company and all books of account, registers, maps, drawings, records of survey and all other documents of whatever nature relating thereto, and shall also be deemed to include all borrowings liabilities and obligations of whatever kind of the dissolved company.
Provisions Relating to Officers and Employees
Section 8. Provisions relating to officers and other employees of dissolved company
(1) Every officer (not being a director) or other employee holding office immediately before the appointed day in the dissolved company in relation to any undertaking of such company, shall, as from the appointed day, contrive to hold office as such in respect of the undertaking vested in the steel Authority of India by virtue of section 6, by the same tenure and upon the same terms and conditions of service and with the same rights and privileges as to retirement benefits as would have been admissible to him if the company in which he was holding office had not been dissolved and shall contrite to dos unless and until such tenure and terms and conditions are duly altered by the Steel Authority of India.
(2) Notwithstanding anything contained in sub-section (1), rules relating to the conditions of service and Standing Orders applicable to the officers or other employees referred to in sub-section (1), as immediately before the appointed day, shall continue to apply unless and until they are duly altered by the steel Authority of India.
Section 9. Provisions relating to directors
Every person holding officer as a director of the dissolved company immediately before the appointed day shall, on that day, cease to hold officer as such director.
Section 10. Provisions relating to auditors
Every person appointed under section 619 of the Companies Act as an auditor of the dissolved company holding office immediately before the appointed day, may continue to hold office as such author in relation to the undertakings to the dissolved company which stand vested in the steel Authority of India by virtue of section 6, for the duration for which he was so appointed, on the same terms and conditions a ere applicable to him immediately before the appointed day.