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BENGAL CHEMICAL AND PHARMACEUTICAL WORKS LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT

Ministry of Law and Justice

Act nº 58 of 1980


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Schedules
  • Act nº 58 of 1980

Preamble

THE BENGAL CHEMICAL AND PHARMACEUTICAL WORKS LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1980

[Act, No. 58 of 1980]

[12th December, 1980]

PREAMBLE

An Act to provide for the acquisition and transfer, in the public interest, of the undertakings of the Bengal Chemical and Pharmaceutical Works Limited, and for matters connected therewith or incidental thereto.

WHEREAS the Bengal Chemical and Pharmaceutical Works Limited were engaged in the production and distribution of articles specified in the First Schedule to the Industries (Development and Regulation) Act, 1951, namely, chemicals (other than fertilizers), drugs, pharmaceuticals and other products, which are essential to the needs of the general public;

AND WHEREAS, the Central Government, being of opinion, after an investigation into the affairs of the Company, that the affairs of the company have been managed in a manner highly detrimental to the public interest, had authorised, under section 18A of the Industries (Development and Regulation) Act, 1951, a body of persons to take over the management of the Company.

AND WHEREAS for the purpose of reconstructing and rehabilitating the undertakings owned by the Company so as to subserve the interest of the general public by the augmentation of production and distribution of different varieties of chemicals (other than fertilizers), drugs, pharmaceutical and other products which are essential to the needs of the general public and to secure the continued supply thereof, it is necessary to acquire the undertakings of the Company.

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

Chapter I

Section 1. Short title and commencement

(1) This Act may be called the Bengal Chemicals and Pharmaceutical Works Limited (Acquisition and Transfer of Undertakings) Act, 1980.

(2) It shall come into force on such date as the Central Government may, by notification, appoint.

Section 2. Definitions

In this Act, unless the context otherwise requires,

(a) "appointed day" means the date on which this Act comes into force;

(b) "Commissioner" means the Commissioner of Payments appointed under section 16;

(c) "Company" means the Bengal Chemical and Pharmaceutical Works Limited, being a company as defined in the Companies Act, 1956, and having its registered office at 6, Ganesh Chunder Avenue, Calcutta-700013;

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

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

Chapter II

Section 3. Transfer to, and vesting in, 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, offices, factories, workshops, stores, instruments, plants, machinery and equipment, installations, laboratories, office furniture, stationary and equipment, vehicles, patents, trade marks, 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 and assets 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 or other authority restricting the use of such properties or assets in any manner or appointing any receiver in respect of the whole or any part of such properties or assets 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 amount specified in section 8, and also out of the amounts 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 the appointed 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 undertakings, and, on and, from the date of vesting of such undertaking, under section 6, in an existing Government company, or under section 7, 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 and such existing or new-Government Company shall hold it for the remainder 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, he 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 7 to a new Government company, by or against such Government company.

Section 5. Central Government or existing, or new, Government company, not to be liable for certain prior liabilities

(1) Every liability of the Company in respect of any period prior to the 1st day of April, 1979, 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 an existing Government company, or become transferred by virtue of the provisions of section 7, to a new Government company, against such Government company.

(2) Any liability incurred by, or arising against, the Company on or after the 1st day of April, 1979, including the liability to repay loans advanced to the Company by the Central Government on or after that day, together with the interest due thereon, shall be the liability,-

(a) Where the undertakings of the Company are directed under section 6 to vest in an existing Government company, of that existing Government company; or

(b) where the undertakings of the Company become transferred by virtue of the provisions of section 7, to a new Government company, of that new Government company,

and shall be discharged by such Government company as and when the discharge of such liability becomes due.

(3) 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 relation to its undertakings in respect of any period prior to the 1st day of April, 1979, shall been enforceable 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 7 to 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 the 1st day of April, 1979, shall be enforceable 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 7 to a new Government company; against such Government company.

(c) no liability incurred by the Company before the 1st day of April, 1979, 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 are directed, under section 6, to vest in an existing Government company, or become transferred, by virtue of the provisions of section 7, to a new Government company, against such Government company.

Section 6. 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 7, 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 7 to a new Government company, be deemed to be, the owner in relation to such undertakings 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 7. Transfer of the undertakings of the Company from an existing Government Company to a new Government company

(1) Notwithstanding anything contained in sections 3 and 4, where the undertakings of the Company have been directed, under sub-section (1) of section 6, 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 6 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 all 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.

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, an amount of rupees five hundred and two lakhs and four thousand.

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 two thousand rupees per month for the period commencing on the date on which the management of the undertakings of the Company was taken over by the person authorised by the Central Government under section 18A of the Industries (Development and Regulation) Act, 1951, and ending on the appointed day.

(2) The amount specified in section 8, and the amount determined under sub-section (1), 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 amounts is made by the Central Government to the Commissioner.

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

(4) 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 amounts determined under sub-sections (1) and (2), in accordance with the rights and interest of the creditors of the Company.

Chapter IV

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

(1) 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 given by the Central Government under sub-section (1) of section 6, 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 7, vest, on and from the date of such declaration, in the new Government company specified therein; or

(c) where no direction referred to in clause (a) or declaration under clause (b) has been given or made, vest, on and from the appointed day, in one or more Custodians appointed by the Central Government under sub-section (2),

and thereupon the existing, or new, Government company so specified or the Custodian or Custodians so appointed, 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 its undertakings.

(2) The Central Government may appoint one or more individuals or a Government company as the Custodian or Custodians of the undertakings of the Company in relation to which no direction has been made by it under sub-section (1) of section 6 or no declaration has been made by it under sub-section (1) of section 7.

(3) The Custodian or Custodians so appointed shall receive from the funds of the undertakings of the Company such remuneration as the Central Government may fix and hold office during the pleasure of the Central Government.