NATIONAL COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1980

42 of 1980

19th July, 1980

STATEMENT OF OBJECTS AND REASONS Messrs. National Company Limited, Calcutta, was promoted in 1917 by Andrew Yule and Company Limited. It functioned under the managing agency of the latter till 1959 when the Express Newspapers Groups acquired a controlling interest in the company. The Company, was not being managed in a manner befitting its size. Investigations also revealed gross mismanagement and grave financial irregularities in the working of the Company. The Company had also been incurring cash losses since 1971. The management of the Company was, therefore, taken over by the Central Government under section 18AA of the Industries (Development and Regulation) Act. 1951, in July 1976. , (2) The Company owns the largest jute mill in the country which produces jute goods which are essential to the needs of the economy of the country. It has an installed capacity to produce 21.5 thousand metric tonnes of carpet backing cloth which not only earns valuable foreign exchange for the country but also represents 10 per cent of the total capacity of this fabric in the country. The main problems besetting this Company had been- (i) Inadequate liquidity; (ii) Poor maintenance of plant and machinery; (iii) High interest burden; (iv) High wage bills because of the surplus labour. The Company had a negative net worth and. on its one, it was not in a position to raise funds required to keep the mill going. (3) Closure of the mill would have thrown out of employment a labour force of 12.000 besides adversely affecting the production of the jute goods. Government and public financial institutions had, therefore, to invest more than Rs. 13 crores in the Company. Further the plant and machinery of the Company had to be modernised and renovated and this involved an additional investment to the tune of about Rs. 10 crores. It was felt that further investment of public funds should be preceded by some arrangement which ensured continuity of the management of the Company with the Government. It was, therefore, decided to acquire the undertakings of this Company. Accordingly, the National Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1980, was promulgated by the President on the 27th April, 1980. (4) The Ordinance, apart from providing for the acquisition and transfer of the undertakings of the National Company Limited provided for payment of an amount for such acquisition, management of the undertakings of the company after their acquisition) appointment of a Commissioner of Payments for the purpose of disbursing the amount payable to the Company arid for other incidental and consequential matters. (5) The Bill seeks to replace the aforesaid Ordinance-S.O.R.-Gaz. of Ind.,26-8-1980, Pt. II.S. 2, Ext., p. 643.

An Act to provide for the acquisition and transfer of the undertakings of Messrs. National Company Limited with a view to securing the proper management of such undertakings so as to subserve the interests of the general public by ensuring the continued manufacture, production and distribution of articles made of jute, which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto. WHEREAS Messrs. National Company Limited had been engaged in the manufacture and production of articles mentioned in the First Schedule to the Industries (Development and Regulation) Act, 1951, namely, textiles made wholly or in part of jute; AND WHEREAS the management of the undertakings of Messrs. National Company Limited was taken over by the Central Government under section 18AA of the Industries (Development and Regulation) Act, 1951; AND WHEREAS it is necessary to acquire the undertakings of Messrs. National Company Limited to ensure that the interests of the general public are served by the continuance by the undertakings of the Company, of the manufacture, production and distribution of the aforesaid articles, which are essential to the needs of the economy of the country; BE it enacted by Parliament in the Thirty-first Year of the Republic of India as follows :-

SECTION 01: SHORT TITLE AND COMMENCEMENT

(1) This Act may be called the National Company Limited (Acquisition and Transfer of Undertakings) Act, 1980.

(2) The provisions of sections 29and30-shall come into force at once and the remaining provisions of this Act shall be deemed to have come into force on the 27th day of April, 1980.

SECTION 02: DEFINITIONS

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

(a) "appointed day" means the 27th day of April, 1980.

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

(c) "Company" means Messrs. National Company Limited, a company within the meaning of the Companies Act, 1956, and having its registered office at 18A, Brabourne Road Calcutta-700001, in the State of West Bengal;

(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 provision of this Act, means such date as the Central Government may, by notification, specify for the purposes of that provision 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.

SECTION 03: TRANSFER TO, 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 vest in the Central Government.

SECTION 04: GENERAL EFFECT OF VESTING

(1) The undertakings of the Company shall be deemed to include all assets, rights, leaseholds, powers, authorities 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 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 or other authority restricting the use of such properties in any manner or appointing any receiver in respect of the whole or any part of such properties 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 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 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 and 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 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 5-, 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 05: 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-and4-, 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 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 abilities, respectively, of that existing Government company.

SECTION 06: TRANSFER OF UNDERTAKINGS OF THE COMPANY FROM AN EXISTING GOVERNMENT COMPANY TO A NEW GOVERNMENT COMPANY

(1) Notwithstanding anything contained in sections 3-and4-, 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, 'tide 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 subsection (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 07: COMPANY TO BE LIABLE FOR CERTAIN 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 where the undertakings of the Company vest in an existing, or a new. Government company, against such 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 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 Company 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 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.

SECTION 08: PAYMENT OF AMOUNT

(1) 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 such undertakings, there shall be given be the Central Government to the Company in cash and in the manner specified in Chapter VI, an amount of rupees ten crores and four lakhs.

(2) For the reval of doubts, it is hereby declared that the liabilities of the Company, in relation to its undertakings, shall be met, in accordance with the rights and interests of the creditors. of the Company, from the amount due to the Company under sub-section (1).

SECTION 09: PAYMENT OF FURTHER AMOUNT

(1) For the deprivation of the Company of the management of the undertakings owned by it, there shall be given, by the Central Government, to the Company, in addition to the amount specified in section 8-, an amount computed at the rate of ten thousand rupees per annum for the period commencing on the date on which the management of the undertakings of the Company was taken over in pursuance of the order made by the Central Government under section 18AA of the Industries (Development and Regulation) Act, 1951-, and ending on the appointed day.

(2) The amount specified in section 8-, and the amount computed in accordance with the provisions of 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 amount is made by the Central Government to the Commissioner.

(3) The amounts determined in accordance with the provisions of subsections (1) and (2) shall be given to the Company in addition to the amount specified in section 8-,

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 owned by 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; or

(c) where no direction referred to in clause (a) or declaration referred to in clause (b) has been 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 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 the undertakings owned by it.

(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 5-or no declaration has been made by it under sub-section (1) of section 6-, and the Custodian or Custodians so appointed shall receive, from the funds of the undertakings, such remuneration as may be specified by the Central Government.

(3) The Custodian or Custodians of the undertakings of the Company shall maintain an account of the undertakings of the Company in such form and manner and under such conditions as may be prescribed, and the provisions of the Companies Act, 1956, shall apply to the audit of the accounts so maintained as they apply to the audit of the accounts of a company

SECTION 11: DUTY OF PERSONS IN CHARGE OF MANAGEMENT OF THE UNDERTAKINGS OF THE COMPANY TO DELIVER ALL ASSETS, ETC.

(1) On the vesting of the management of the undertakings of the Company in an existing, or a new. Government company or on the appointment of a Custodian or Custodians all persons in charge of the management of the undertakings of the Company immediately before such vesting or appointment shall be bound to deliver to such Government company, or the Custodian or Custodians, as the case may be, all assets, books of account, registers and other documents in their custody relating to the undertakings of the Company.

(2) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the existing, or new. Government company or the Custodian or Custodians, and such Government company, Custodian or Custodians may also, if it is considered necessary so to do, apply to the Central Government at any time for instructions as to the manner in which the management of the undertakings of the Company shall be conducted or in relation to any other matter arising in the course of such management.

SECTION 12: DUTY OF PERSONS TO ACCOUNT FOR ASSETS, ETC., IN THEIR POSSESSION

(1) Any person who has on the appointed day, in his possession or under his control, any assets, books, documents or other papers relating to any undertaking owned by the Company, which has vested in the Central Government or in existing, or a new. Government company under this Act, and which belongs to the Company, or would have so belonged, if the undertakings owned by the Company had not vested in the Central Government or such Government company, shall be liable to account for the said assets, books, documents and other papers to the Central Government or the Government company and shall deliver them up to the Central Government or such Government company or to such person or body of persons as the Central Government or the Government company may specify in this behalf.

(2) The Central Government may take or cause to be taken all necessary steps for securing possession of the undertakings of the Company which have vested in it under section 3-.

(3) The Company shall, within such period as the Central Government may allow in this behalf, furnish to that Government a- complete inventory of all its property and assets, as on the appointed day, pertaining to the undertakings which have vested in the Central Government under section 3-, and, for this purpose, the Central Government or the existing, or new. Government company shall afford to the Company all reasonable facilities.

SECTION 13: CONTINUANCE OF EMPLOYEES

(1) Every employee of the Company in connection with any undertaking owned by it, shall become, on and from the appointed day, an employee of the Central Government, and where such undertaking is vested in an existing, or a new, Government company under this Act, become, on and from the date of such vesting in such Government company, an employee thereof and shall hold office or service under the Central Government or the existing, or new, Government company, as the case may be, with the same rights and privileges as to pension, gratuity and other matters as would have been admissible to him if there had been no such vesting and shall continue to do so unless and until his employment under the Central Government or the existing or new Government company, as the case may be, is duly terminated or until his remuneration and other conditions of service are duly altered by the Central Government or the existing, or new Government company, as the case may be.

(2) 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 person employed in any undertakings owned by the Company to the Central Government or the existing, or new, Government company shall not entitle such officer or other employee to any compensation under this Act or any other law for the time being in force and no such claim shall be entertained by any Court, tribunal or other authority.

SECTION 14: PROVIDENT FUND AND OTHER FUNDS

(1) Where the Company has established a provident fund, superannuation fund, welfare fund. or other fund for the benefit of persons employed in any of the undertakings owned by it, the monies relatable to the employees, whose services have become transferred by or under this Act to the Central Government or an existing, or a new. Government company shall out of the monies standing on the appointed day, to the credt of such provident fund, superannuation fund, welfare fund or other fund, stand transferred to, and shall vest in, the Central Government or the Government company, as the case may be.

(2) The monies which stand transferred under sub-section (1) to the Central Government or the existing, or new. Government company, as the case may be, shall be dealt with by that Government or the Government company in such manner as may be prescribed.

SECTION 15: APPOINTMENT OF COMMISSIONER OF PAYMENTS

(1) The Central Government shall, for the purpose of disbursing the amounts payable under sections 8-and9-to the Company by notification, appoint a Commissioner of Payments.

(2) The Central Government may appoint such other persons as it may think fit to assist the Commissioner and thereupon the Commissioner may authorise one or more of such persons also to exercise all or any of the powers exercisable by him under this Act and different persons may be authorised to exercise different powers.

(3) Any person authorised by the Commissioner to exercise any of the powers exercisable by the Commissioner may exercise, those powers in the same manner and with the same effect as if they have been conferred on that person directly by this Act and not by way of authorisation,

(4) The salaries and allowances of the Commissioner and other persons appointed under this section shall be defrayed out of the Consolidated Fund of India.

SECTION 16: PAYMENT BY THE CENTRAL GOVERNMENT TO THE COMMISSIONER

(1) The Central Government shall, within thirty days from the specified date, pay, in cash, to the Commissioner, for payment to the Company- 

(a) an amount equal to that specified in section 8-;

(b) a further amount equal to the amount payable to the Company under section 9-.

(2) A deposit account shall be opened by the Central Government in favour of the Commissioner, in the Public Account of India, and every amount paid under this Act to the Commissioner shall be deposited by him to the credit of the said deposit account and the said deposit account shall be operated by the Commissioner.

(3) Records shall be maintained by the Commissioner in respect of the undertakings of the Company in relation to which payment has been made to him under this Act.

(4) Interest accruing on the amounts standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the Company.

SECTION 17: CERTAIN POWERS OF THE CENTRAL GOVERNMENT OR GOVERNMENT COMPANY

(1) The Central Government or the existing, or new. Government company, as the case may be, shall be, entitled to receive up to the specified date, to the exclusion of all other persons, any money due to the Company, in relation to any of the undertakings owned by it which have vested in the Central Government or such Government company, and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to the appointed day.

(2) The Central Government or the existing, or new. Government company, as the case may be, may make a claim to the Commissioner with regard to every payment made by that Government or Government company, after the appointed day. for discharging any liability of the Company in respect of any of the undertakings owned by it, in relation to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attaching under this Act, to the matter in relation to which such liability has been discharged by the Central Government or the Government company.

(3) Save as otherwise provided in this Act, the liabilities of the Company in relation to any of the undertakings owned by it, in respect of any transaction prior to the appointed day. which -have not been discharged on or before the specified date, shall be the liabilities of the Company.

SECTION 18: CLAIMS TO BE MADE TO THE COMMISSIONER

Every person having a claim against the Company with regard to any of the matters specified in the Schedule, pertaining to any undertaking owned by it, shall prefer such claim before the Commissioner within thirty days from the specified date; Provided that if the Commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty days but not thereafter.

SECTION 19: PRIORITY OF CLAIMS

- The claims made under section 18-shall have priorities in accordance with the following principles, namely:-

(a) Category I shall have precedence over all other categories and Category II shall have precedence over Category III and so on;

(b) the claims specified in each of the categories shall rank equally and be paid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proportions and be paid accordingly; and

(c) the question of discharging any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all the liabilities specified in the immediately higher category.

SECTION 20: EXAMINATION OF CLAIMS

(1) On receipt of the claims made under section 18-, the Commissioner shall arrange the claims in the order of priorities specified in the Schedule and examine the same in accordance with such order.

(2) If, on examination of the claims, the Commissioner is of opinion that the amount paid to him under this Act is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine any claim in respect of such lower category.

SECTION 21: ADMISSION OR REJECTION OF CLAIMS

(1) After examining the claims with reference to the priorities set out in the Schedule, the Commissioner shall fix a date on or before which every claimant shall file the proof of his claim.

(2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such regional language as the Commissioner may Consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the period specified in the advertisement.

(3) Every claimant who fails to file the proof of his claim within the period specified by the Commissioner shall be excluded from the disbursement made by the Commissioner.

(4) The Commissioner shall, after such investigation as may in his opinion, be necessary and after giving the Company an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit or reject the claim in whole or in. part.

(5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sitting and shall, for the purpose of making any investigation under this Act have the same powers as are vested in a civil Court under the Code of Civil Procedure, 1908, while trying a suit, in respect of the following matters, namely:- 

(a) the summoning and enforcing the attendance of any witness and examining him on oath;

(b) the discovery and production of any document or other material object producible as evidence;

(c) the reception of evidence on affidavits;

(d) the issuing of any commission for the examination of witnesses.

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193-228 of the Indian Penal Code-and the Commissioner shall be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973-.

(7) A claimant who is dissatisfied with the decision of the Commissioner may prefer an appeal against such decision to the High Court within the local limits of whose jurisdiction the registered office of the Company is situated: Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner, such appeal shall be heard and disposed of by not less than two Judges of that High Court.

SECTION 22: DISBURSEMENT OF MONEY BY THE COMMISSIONER

After admitting a claim under this Act, the amount due in respect of such claim shall be paid by the Commissioner to the person or persons to whom such amount is due and on such payment, the liability of the Company in respect of any claim relating to the undertakings owned by it shall stand discharged.

SECTION 23: DISBURSEMENT OF AMOUNTS TO THE COMPANY

( 1 ) If out of the monies paid to him in relation to any undertaking owned by the Company there is a balance left after meeting the liabilities as specified in the Schedule, the Commissioner shall disburse such balance to the company.

(2) Where the possession of any machinery, equipment or other property has vested in the Central Government or any existing, or new, Government company under this Act, but such machinery, equipment or other property does not belong to the Company, it shall be lawful for the Central Government or, as the case may be, the existing, or new. Government company, to continue to possess such machinery or equipment or other property on the same terms and conditions under which they were possessed by the Company, immediately before the appointed day.

SECTION 24: UNDISBURSED OR UNCLAIMED AMOUNT TO BE DEPOSITED WITH THE GENERAL REVENUE ACCOUNTS

Any money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the office of the Commissioner is finally would up shall be transferred by the Commissioner, before his office is finally wound up, to the general revenue account of the Central Government; but a claim to any money so transferred may be preferred to the Central Government by the person entitled to such payment and shall be dealt with as if such transfer had not been made, and the order, if any, for payment of the claim being treated as an order for the refund of revenue.

SECTION 25: ACT TO HAVE OVERRIDING EFFECT

The provisions of this Act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this Act or in any decree or order of any court, tribunal or other authority.

SECTION 26: ASSUMPTION OF LIABILITY

(1) Where any liability of the Company arising out of any item specified in any category in Part I of the Schedule is not discharged fully by the Commissioner out of the amounts paid to him under this Act, the Commissioner shall intimate in writing to the Central Government the extent of the liability which remains undischarged and that liability shall be assumed by the Central Government.

(2) The Central Government may, by order, direct the existing, or new. Government company in which the undertakings of the Company become vested by virtue of any direction made under sub-section (1) of section 5 or declaration made under sub-section (1) of section 6, to take over the liability assumed by the Central Government under sub-section (1), and on receipt of such direction, it shall be the duty of such existing, or new. Government company to discharge such liability.

SECTION 27: MANAGEMENT TO CONTINUE TO VEST IN THE CUSTODIAN UNTIL ALTERNATIVE ARRANGEMENTS HAVE BEEN MADE

Notwithstanding the vesting under this Act of the undertakings of the Company in the Central Government or an existing, or a new. Government company,-

(a) the Custodian who has been managing the affairs of such undertaking before the date on which the undertaking had so vested shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, for the management of such undertakings continue to manage the affairs of the undertakings, as if the Custodian had been authorised by the Central Government or, as the case may be, such Government company, to manage such undertakings;

(b) the Custodian or any person authorised by him for this purpose shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, continue to be authorised to operate, in relation to the undertakings of the Company, any account of such undertakings in any bank as if the Custodian or the person authorised by him had been authorised by the Central Government or such Government company to operate such account.

SECTION 28: CONTRACTS TO CEASE TO HAVE EFFECT UNLESS RATIFIED BY THE CENTRAL GOVERNMENT OR THE GOVERNMENT COMPANY

Every contract entered into by the Company in relation to any of the undertakings owned by it, which has vested in the Central Government under section 3, for any service, sale or supply and in force immediately before the appointed day, shall, on and from the expiry of a period of one hundred and eighty days from the appointed day, cease to have effect unless such contract is, before the expiry of that period, satisfied, in writing, by the Central Government, or the existing, or new. Government company, in which such undertakings have been vested under this Act, and in ratifying such contract the Central Government or such Government company may make such alteration or modification therein as it may think fit : Provided that the Central Government or such Government company shall not omit to ratify a contract and shall not make any alteration or modification in a contract-

SECTION 29: PENALTIES

- Any person who,-

(a) having in his possession, custody or control any property forming part of the undertakings owned by the Company, wrongfully withholds such property from the Central Government or the Government company; or

(b) wrongfully obtains possession of, or retains, any property forming part of, the undertakings owned by the Company; or

(c) wilfully withholds or fails to furnish to the Central Government or the existing or new, Government company or any person or body of persons specified by that Government or such Government company, as the case may be any document relating to the undertakings owned by the Company, which may be in his possession, custody or control; or

(d) fails to deliver to the Central Government or the existing, or new, Government company or any person or body of persons specified in that Government or Government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the undertakings owned by the Company; or

(e) wrongfully removes or destroys any property forming part of the undertakings owned by the Company or prefers any claim under this Act which he knows or has reason to believe to be false or grossly inaccurate, shall be punishable with imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees.

SECTION 30: OFFENCES BY COMPANIES

(1) Where an offence under this Act has been committed by a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly: Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.

(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

SECTION 31: PROTECTION OF ACTION TAKEN IN GOOD FAITH

(1) No suit, prosecution or other legal proceeding shall lie against the Central Government or any officer of that Government or the existing, or new. Government company in which the undertakings of the Company have vested under this Act or other person authorised by that Government or Government company for anything which is in good faith done or intended to be done under this Act.

(2) No suit or other legal proceeding shall lie against the Central Government or any of its officers or other employees or the existing, or new. Government company aforesaid or any officer or other person authorised by that Company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Act.

SECTION 32: DELEGATION OF POWERS

(1) The Central Government may, by notification, direct that all or any of the powers exercisable by it under this Act, other than the powers conferred by this section and sections 33and34, may also be exercised by such person or persons as may be specified in the notification.

(2) Whenever any delegation of power is made under sub-section ( 1 ), the person to whom such power has been delegated shall act under the direction, control and supervision of the Central Government.

SECTION 33: POWER TO MAKE RULES

(1) The Central Government may, by notification, makes rules for carrying out the provisions of this Act.

(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:- 

(a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4shall be given;

(b) the form and manner in which and the conditions under which accounts shall be maintained by the Custodian or Custodians as required by sub-section (3) of section 10:

(c) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section 14, shall be dealt with;

(d) any other matter which is required to be, or may be, prescribed.

(3) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.

SECTION 34: POWER TO REMOVE DIFFICULTIES

If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order, not inconsistent with the provisions of this Act remove the difficulty: Provided that no such order shall be made after the expiry of a period of two years from the appointed day.

SECTION 35: REPEAL AND SAVING

(1) The National Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1980. is hereby repealed.

(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed shall be deemed to have been done or taken under the corresponding provisions of this Act.

SCHEDULE 1 THE SCHEDULE

(See sections 18.20.21.23and26) ORDER OF PRIORITIES PART I Category I- Employees' dues on account of unpaid salaries, wages, provident fund. Employees' State Insurance contribution or premium relating to Life Insurance Corporation of India and any other amounts due to employees, in respect of any period whether before or after the management of the Undertaking of the Company had been taken over by the Central Government. Category II- Secured loans obtained by the Company from nationalised banks and public financial institutions during any period whether before or after the management of the undertaking of the Company had been taken over by the Central Government. Category III- Amounts due to trade and other creditors in relation to any transaction which look place during the post-take-over management period. PART II Category IV- Revenue, taxes, cesses, rates or other dues to the Central Government, State Governments and local authorities or State Electricity Board for the pre-take-over management period. Category V- Amounts due to trade and other creditors in relation to any transaction which took place during the pre-take over management period.

NATIONAL COMPANY LIMITED (ACQUISITION ND TRANSFER OF UNDERTAKINGS) ADMINISTRATION OF FUNDS RULES, 1981

STATEMENT OF OBJECTS AND REASONS Messrs. National Company Limited, Calcutta, was promoted In 1917 by Andrew Yule and Company Limited. It functioned under the managing agency of the latter till 1959 when the Express Newspapers Group acquired a controlling interest in the Company. The Company, was not being managed in a manner befitting its size. Investigations also revealed gross mismanagement and grave financial irregularities in the working of the Company. The Company had also been incurring cash losses since 1971. The management of the Company was, therefore, taken over by the Central Government under Section 18-AA of the Industries (Development and Regulation) Act, 1951, in July 1976. 2. The Company owns the largest jute mill in the country which produces jute goods which are essential to the needs of the economy of the country. It has an installed capacity to produce 21.5 thousand metric tonnes of carpet backing cloth which not only earns valuable foreign exchange for the country but also represents 10 per cent of the total capacity of this fabric in the country. The main problems besetting this Company had been,- (i) Inadequate liquidity, (ii) Poor maintenance of plant and machinery, (iii) High interest burden, (iv) High wage bills because of the surplus labour. The Company had a negative net worth and, on its own, it was not in a position to raise funds required to keep the mill going. 3. Closure of the mill would have thrown out of employment a labour force of 12,000 besides adversely affecting the production of the jute goods. Government and public financial institutions had therefore, to invest more than Rs. 13 crores in the Company. Further, the plant and machinery of the Company had to be modernised and renovated and this involved an additional investment to the tune of about Rs. 10 crores. It was felt that further investment of public funds should be preceded by some arrangement which ensured continuity of the management of the Company with the Government. It was, therefore, decided to acquire the undertakings of this Company. Accordingly, the National Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1980, was promulgated by the President on the 27th April, 1980. 4. The Ordinance, apart from providing for the acquisition and transfer of the undertakings of the National Company Limited provided for payment of an amount for such acquisition, management of the undertakings of the Company after their acquisition, appointment of a Commissioner of Payments for the purpose of disbursing the amount payable to the Company and for other incidental and consequential matters. 5. The Bill seeks to replace the aforesaid Ordinance. New Delhi: The 21st June, 1980. Z.R.Ansari. [Gazette of India Extraordinary, Pt. II S. 2, dated 26.6.1980, P. 643 (No 24)].

MINISTRY OF COMMERCE (Department of Textiles) New Delhi, the 16th July, 1981 NOTIFICATION

1G.S.R. 438(E).-In exercise of the powers conferred by sub-section (1), read with clause (c) of sub-section (2), of Section 33 of the Notional Company Limited (Acquisition and Transfer of Undertakings) Act, 1980 (42 of 1980), the Central Government hereby makes the following rules, namely,-

RULE 1 SHORT TITLE AND COMMENCEMENT

(1) These rules may be called the National Company Limited (Acquisition and Transfer of Undertakings) Administration of Funds Rules, 1981.

(2) They shall come into force on the date of their publication in the Official Gazette.

RULE 2 DEFINITIONS

-In these rules, unless the context otherwise requires,-

(a) "Act" means TheNational Company Limited (Acquisition and Transfer of Undertakings) Act, 1980 (42 of 1980);

(b) "Provident Fund" means the Provident Fund established by Messrs. National Company Limited for the benefit of persons employed in any of the undertakings owned by it ;

(c) words and expressions used in these rules and not defined but defined in the Act or in the Companies Act, 1956 (1 of 1956)shall have the meanings respectively assigned to them in the aforesaid Acts.

RULE 3 ADMINISTRATION OF PROVIDENT FUND

-The monies standing to the credit of the Provident Fund relatable to the employees whose services stand transferred by or under the Act to the Central Government or the existing Government company or the new Government company, as the case may be, shall, on and from the appointed day and till such time as alternative modes of their administration or disposition or both are formulated, be dealt with by the Central Government or the existing Government company or the new Government company, as the case may be, in accordance with the provisions of the rules, regulations and bye-laws applicable to, or of any law governing the Provident Fund and Its administration immediately before the appointed day, with such modifications as may be carried out In that said rules, regulations and bye-laws by the appropriate authority.

[F. No. 29(7)/80-Jute] A.K. MUKHERJEE, Jt. Scy.