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HOOGHLY DOCKING AND ENGINEERING COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT

Ministry of Law and Justice

Act nº 55 of 1984


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Schedules
  • Act nº 55 of 1984

Preamble

THE HOOGHLY DOCKING AND ENGINEERING COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1984

[Act, No. 55 of 1984]

[ 23rd August, 1984]

PREAMBLE

An Act to provide for the acquisition and transfer of the undertakings of the Hooghly Docking and Engineering Company Limited with a view to securing the better utilisation of the available infrastructure thereof, to modernise and increase the capacity for ship building and ship repairing so as to reduce the import of ships, vessels and craft and to augment the production of grey iron, non-ferrous and alloy castings by the said undertaking so as to sub-serve the interests of the general public by ensuring the continued supply of the said articles which are essential to the needs of the economy of the country, and for matters connected therewith and incidental thereto.

WHEREAS the Hooghly Docking and Engineering Company Limited is, through its undertakings, engaged in shipbuilding, ship repairing, general engineering and other activities;

And WHEREAS the Company has the Capacity and infrastructure to effect an increase in the country's capacity to manufacture ships and other vessels and craft;

And WHEREAS an increase in the production of such vessels and craft would reduce the need of the country to make imports of such vessels and craft and would thereby enable the country to save foreign exchange;

And WHEREAS the Company is also engaged in the production of grey iron, non-ferrous and alloy castings which are essential to the needs of he economy of the country;

And WHEREAS the Company had been suffering heavy losses for a number of years mainly due to lack of fresh investment and modernisation;

And WHEREAS further investment of substantial sums of money is needed to run and modernise the undertakings of the Company: but in view of the serious adverse financial condition of the Company it is not in a position to secure such investment:

And WHEREAS the liquidation of the Company, by reason of its inability to pay its debts, would prejudicially affect the country's capacity to manufacture such ships, vessels and craft and would thereby be prejudicial to the public interest;

And WHEREAS in view of the position aforesaid it is necessary to acquire the undertaking of the said Company to enable the Central Government to make necessary investments for securing the property utilisation of the available facilities for shipbuilding and ship repairing ( including the production of vessels and craft ) and also for the production of grey iron, non-ferrous and alloy castings which are essential to the needs of the economy of the country;

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

Chapter I

Section 1. Short title and commencement

(1) This Act may be called the Hooghly Docking and Engineering Company Limited ( Acquisition and Transfer of Undertaking ) Act 1984.

(2) It shall be deemed to have come into force on the 28th day of June, 1984.

Section 2. Definitions

In this Act, unless the context otherwise requires,-

(a) "appointed day" means the date of commencement of this Act,

(b) "Commissioner" means the commissioner of Payments appointed under section 15;

(c) "Company" means the Hooghly Docking and Engineering Company Limited, being a company within the meaning of the Companies, Act, 1956, and having its registered office at 12, Mission Row, Calcutta- 700 001;

(d) "existing Government company" means a Government company which is carrying on business on the appointed day.

(e) "new Government company" means a Government company formed and registered on or after the appointed day;

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

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

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

(i) words and expressions under 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 undertaking of the Company and the right, title and interest of the Company in relation to that undertaking shall, by virtue of this Act, stand transferred to, and shall vest in, the Central Government.

Section 4. General effect of vesting

(1) The undertaking of the Company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including land, buildings, workshops, stores, instruments, machinery and equipment, cash balance, cash on hand, reserve funds, investments, books, 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 mortgagee 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 amounts specified in sections 8 and also out of the amount 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) 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 the said undertaking, and, on and from the date of vesting of such undertaking under section 5, in an existing Government company, or under section 6, in a new Government company, the existing, or new, Government company, as the case may be, shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to such existing, or new, Government 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 or asset 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 an existing Government company or become transferred by virtue of the provisions of section 6 to a new Government company, by or against such Government company.

Section 5. Power of Central Government to direct vesting of the undertakings of the Company in an existing Government company

(1) Notwithstanding anything contained in sections 3 and 4, and subject to the provisions of section 6, the Central Government may, if it is satisfied that an existing 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, shall, instead of continuing to vest in the Central Government, vest in that existing Government company either on the date of publication 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, under sub-section (1), in an existing Government company, that Government company shall, on and from the date of such vesting be deemed to have become, and until the transfer of the undertakings by virtue of the provisions of section 6, to a new Government company, be deemed to be, the owner in relation to such undertaking and 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, and until the date of such transfer, be deemed to be, the rights and liabilities, respectively, of that existing government company.

Section 6. Transfer of undertakings of the Company from an existing Government company to a new Government company

(1) Notwithstanding anything contained in section 3 and 4, where the undertakings of the Company have been directed, under sub-section (1) of section 5, to vest in an existing Government company, the Central Government may, if it is satisfied that a new Government company is willing to comply, or has complied, with such terms and conditions as that Government may think fit to impose, declare, by notification, that the undertakings of the Company be transferred to that new Government company; and on the issue of such declaration, the right, title and interest of the Company in relation to its undertakings, which had been directed under sub-section (1) of section 5 to vest in an existing Government company, shall, instead of continuing to vest in that existing Government company, vest in that new Government company with effect from the date on which such declaration is made.

(2) Where the right, title and interest of the existing Government company in relation to the undertakings of the Company vest under sub-section (1) in a new Government company, that new Government company shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings and the rights and liabilities of the existing Government company 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 that new Government company.

Section 7. Company to be liable for certain prior liabilities

(1) Every liability, other than the liability specified in sub-section (2), 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 companies vest in an existing, or a new, Government company, against such Government company.

(2) Any liability arising in respect of advances customers for shipbuilding and non-shipbuilding orders shall, on and from the appointed day, be the liability of the Central Government or of the existing, or new, Government company aforesaid, and shall be discharged by that Government or, as the case may be, the existing, or new, Government company,

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

(a) save as otherwise expressly provided in this Act, no liability of Company in relation to its undertakings in respect of any period prior to the appointed day shall be enforceable against the Central Government, or, where the undertakings of the vest in an existing, or a new, Government company, against such Government company;

(b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the Company, passed on or 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 vest in an existing, or a new, Government company, against such 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, where the undertakings of the Company vest in an existing, or a new, Government company, against such 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 paid by the Central Government to the Company, in cash and in the manner specified in Chapter VI, an amount of rupees six hundred and fifty lakhs.

Section 9. Payment of further amount

(1) The amount specified in section 8 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 8.

(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 8, 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 10. 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,-

(a) Where a direction has been made by the Central Government under sub-section (1) of section 5, vest on and from the date specified in such direction, in the existing Government company specified therein; or

(b) where a declaration has been made under sub-section (1) of section 6, vest, on and from the date of such declaration, in the new Government company specified therein,

and thereupon the existing, or new, Government company as the case may be, shall be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the Company is authorised to exercise and do in relation to the undertakings owned by it.