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IRON AND STEEL COMPANIES AMALGAMATION ACT, 1952
79 of 1952
29th December, 1952
"The Tariff Board and the Tariff Commission recommended on successive occasions that in the larger interests of the steel industry in India, the Indian Iron and Steel Co., Ltd. should be amalgamated with the Steel Corporation of Bengal, Ltd., as such amalgamation would eliminate duplication and waste and ultimately tend to reduce costs of production. In view of the serious shortage of steel in India for essential nation-building activities, it has also become imperative that the schemes approved by Government for the expansion of the steel production capacity of these Companies should be given effect to without further delay and that necessary financial and other resources should be made available to them. Effective action in this behalf is possible only after the amalgamation of the Companies. In view of the urgency of the matter, and the desirability of avoiding any speculation in the market, it was decided that an Ordinance should be promulgated for securing this amaigamation. The Government of India accordingly promulgated the Iron and Steel Companies Amalgamation Ordinance, 1952, on the 29th October, 1952. The present Bill is intended to replace the Ordinance." - Gazette of India, 22-11-1952, Pt. II, Section 2, p. 558. Prefatory Note—Statement of Objects and Reasons.—The Iron and Steel Companies Amalgamation Act, 1952 was enacted with the sole purpose of merger of Steel Corporation of Bengal Limited with the Indian Iron and Steel Company Limited and for facilitating dissolution of the Steel Corporation of Bengal Limited. The Act has served its purpose and there is now no need for retaining this Act on the Statute book. 2. The Indian Iron and Steel Company (Taking Over of Management) Act, 1972 was enacted to take over the management of Indian Iron and Steel Company in view of the steady decline and deterioration in production and overall situation, for a period of two years from 14th July, 1972 which was extended to five years. This period of five years also expired on 15th July, 1977. In the meanwhile, the Indian Iron and Steel Company (Acquisition of Shares) Act, 1976 was passed by Parliament by which the company was taken over by the Government of India and subsequently under the provisions of the Public Sector Iron and Steel Companies (Restructuring) and Miscellaneous Provisions Act, 3978 the Indian Iron and Steel Company has been restructured by making it a subsidiary of the Steel Authority of India Limited. As the Indian Iron and Steel Company (Taking Over of Management) Act, 1972 has served its purpose, it is considered necessary to repeal the Act. 3. The Commission on Review of the Administrative Laws set up by the Central Government, inter alia, to review the administrative laws and for recommending follow-up action thereafter for repeal and amendment of the laws has also recommended the repeal of the Iron and Steel Companies Amalgamation Act, 1952 and the Indian Iron and Steel Company (Taking Over of Management) Act, 1972, 4. The Bill seeks to repeal the aforesaid Acts.
An Act to make special provision, in the interests of the general public and the Union, for the amalgamation of certain companies closely connected with each other in the manufacture and production of iron and steel, and for matters connected therewith or incidental thereto. Whereas for the purpose of securing, in the interest of the general public and the Union, the efficient and economical expansion and working of the iron and steel industry in India, it is essential that the Steel Corporation of Bengal, Limited, and the Indian Iron and Steel Company, Limited, which are engaged in the manufacture and production of iron and steel, should be amalgamated. And whereas to give effect to the scheme of the Central Government for the expansion of the iron and steel industry and to make available further resources for such expansion, it is necessary that the said companies should be amalgamated with as little delay as possible; And whereas the amalgamation of the said companies is also in pursuance of successive recommendations made by the Tariff Board and the Tariff Commission; Be it enacted by Parliament as follows :-
SECTION 01: SHORT TITLE AND COMMENCEMENT
- ( 1) This Act may be called THE IRON AND STEEL COMPANIES AMALGAMATION ACT, 1952.
(2) It shall be deemed to have come into force on the 29th day of October, 1952.
SECTION 02: DEFINITIONS
- In this Act, unless the context otherwise requires,-
(a) "appointed day" means the 1st day of January, 1953;
(b) "the dissolved company" means the Steel Corporation of Bengal Limited, formed and registered under the Indian Companies Act, 1913,
(c) "the Iron and Steel Company" means the Indian Iron and Steel Company Limited, formed and registered under the Indian Companies Act, 1913,
(d) "prescribed" means prescribed by rules made under this Act.
SECTION 03: AMALGAMATION OF CERTAIN COMPANIES ENGAGED IN THE IRON AND STEEL INDUSTRY
- (1) As from the appointed day, the undertaking of the Steel Corporation of Bengal, Limited, shall be transferred to and shall vest in the Iron and Steel Company.
(2) The undertaking of the dissolved company shall be deemed to include all rights, powers, authorities and privileges and all property, movable or immovable, including cash balances, reserves, revenue balances, investments and all other interests and rights in or arising out of such property as may belong to, or be in the possession of, the dissolved company immediately before the appointed day, and all books, accounts and documents relating thereto, and shall also be deemed to include all debts, liabilities and obligations of whatever kind then existing of the dissolved company.
SECTION 04: SPECIAL PROVISION FOR THE TRANSFER OF CERTAIN ITEMS OF PROPERTY
For the purposes of this Act, all the profits of the dissolved company for the year 1952 and the revenue reserves of the dissolved company, when transferred to the Iron and Steel Company under the provisions of this Act, shall be deemed to be respectively the profits of the Iron and Steel Company for the said year and revenue reserves of the said Company : Provided that nothing in this section shall entitle a director or a managing agent of the Iron and Steel Company to any commission or other remuneration in respect of any profits so transferred.
SECTION 05: SAVING OF CONTRACTS, ETC. TO WHICH THE DISSOLVED COMPANY IS A PARTY
- Subject to the other provisions contained in this Act, all contracts, deeds, bonds, agreements and other instruments of whatever nature to which the dissolved company is a party, subsisting or having effect immediatley before the appointed day, shall be of as full force and effect against or in favour of the Iron and Steel Company, as the case may be, and may be enforced as fully and effectually as if, instead of the dissolved company, the Iron and Steel Company had been a party thereto.
SECTION 06: SAVING OF LEGAL PROCEEDINGS TO WHICH THE DISSOLVED COMPANY IS A PARTY
- If, on the appointed day, any suit, appeal or other legal proceeding of whatever nature by or against the dissolved company is pending, the same shall not abate, be discontinued or be, in any way prejudicially affected by reason of the transfer to the Iron and Steel Company of the undertaking of the dissolved company or of anything contained in this Act, but the suit, appeal or other proceeding may be continued, prosecuted and enforced by or against the Iron and Steel Company, in the same manner and to the same extent as it would or may be continued, prosecuted and enforced by or against the dissolved company if this Act had not been passed.
SECTION 07: TERMS OF TRANSFER AS RESPECTS SHAREHOLDERS IN THE DISSOLVED COMPANY
- (1) As soon as may be after the appointed day, the Iron and Steel Company shall, subject to the rules, if any, made in this behalf, allot to every person registered as a shareholder in the dissolved company immediately before the appointed day,-
(a) if he is the holder of preference shares, as many preference shares in the Iron and Steel Company as are equivalent in number and value to the preference shares held by him in the dissolved company immediately before the appointed day, and
(b) if he is the holder of ordinary shares, four ordinary shares for rupees ten each in the Iron and Steel Company for every five ordinary shares for rupees ten each held by him in the dissolved company immediately before the appointed day, being the relative values of the two shares as determined by the Tariff Commission established underthe Tariff Commission Act, 1951.
(2) Notwithstanding anything contained in any other law for the time being in force any report made by the Tariff Commission before the commencement of this Act respecting the value of ordinary shares in the Iron and Steel Company in relation to the value of oridnary shares in the dissolved company shall be deemed to have been validly made and shall not be called in question in any Court.
(3) Every shareholder in the dissolved company to whom a preference share has been allotted under this shall be entitled -
(i) to recieve a fixed cumulative preferential dividend at the rate of five per cent. per annum as from the 1st day of January, 1953, on the capital for the time being paid up or credited as having been fully paid up thereon without deduction of Indian Income- tax paid by the company;
(ii) subject to the provisions of clause (i), to rank for dividend equally with the holders of preference shares in the Iron and Steel Company immediately before the appointed day, and in priority to all other shareholders in that company;
(iii) to be repaid, in the winding up of the Iron and Steel Company, the amounts paid up or credited as having been fully paid up thereon, together with any arrears of dividends (whether earned or not), calculated to the date of repayment of capital, equally with the holders of preference shares in the Iron and Steel Company immediately, before the appointed day, and in priority to all other shareholders in that company;
(iv) to exercise the same voting rights at general meetings of the Iron and Steel Company as are conferred on the holders of preference shares in that company immediately before the appointed day.
(4) The Iron and Steel Company shall cause a notice to be published in the Gazette of India and shall also send by post to every person whose name was entered immediately before the appointed day in the register of shareholders in the dissolved company, a notice giving particulars of the terms hereinbefore set out as to the allotment of new shares and the disposal in the prescribed manner of fractional shares and an allotment letter for the new shares which shall also contain a statement of the fractional shares (if any) to which a shareholder would be entitled if fractional shares are to be allotted.
(5) Every shareholder in the dissolved company whose name appears in the register of the dissolved company immediately before the appointed day shall be entitled, on presentation within the prescribed period of the allotment letter and the share certificate in respect of the shares held by him in the dissolved company, to receive in due course share certificates of the Iron and Steel Company in accordance with the provisions of this Act and the rules made thereunder.
(6) Any rights specified in sub-section (5) shall, during the period beginning with the appointed day and ending with the day on which the Iron and Steel Company issues fresh share certificates to the shareholders of the dissolved company, be transferable in like manner as the shares in the Iron and Steel Company themselves are transferable, and the transferees of such rights shall be entitled, upon submission of the letter of allotment, the relative share certificate in the dissolved company and the document of transfer, to share certificates in the same manner and to the same extent as the transferors would have been entitled.
SECTION 08: PRIORITY AS BETWEEN SECURED CREDITORS OF THE DISSOLVED COMPANY AND SECURED CREDITORS OF THE IRON AND STEEL COMPANY
- Creditors of the dissolved company whose debts are secured by a mortgage, charge or lien on the property of the dissolved company or any part thereof shall, with reference to similiar secured creditors of the Iron and Steel Company, have such priority in the repayment of the debts as may be determined by agreement between the Iron and Steel Company and the secured creditors of the dissolved company : Provided that in the absence of any such agreement the matter shall be referred by the Iron and Steel Company to the determination of such person as may be appointed by the Central Government in this behalf, and the decision of such person shall be final and binding on the Iron and Steel Company and the secured creditors concerned.
SECTION 09: PROVISIONS WITH RESPECT TO TAXATION
- (1) The Iron and Steel Company shall be taxable in respect of the profits and gains of the business carried on by the dissolved company before the appointed day to the same extent as the dissolved company would have been taxable if this Act had not been passed, and the Iron and Steel Company shall, in its assessment, be entitled to claim all such allowances under sub-section (2) ofSection 10 of the Indian Income-tax Act, 1922, as the dissolved company could have claimed in its assessment if this Act had not been passed.
(2) For the purposes of any law relating to taxation on income, the original cost to the Iron and Steel Company of the buildings, machinery, plant or furniture of the dissolved company transferred to it by virtue of this Act shall be deemed to be the written down value thereof, as reduced by the initial depreciation permitted by sub-section (2) ofSection 10 of the Indian Income-tax Act, 1922, which has been or could have beem computed by the dissolved company on the appointed day if this Act had no' been passed.
SECTION 10: PAYMENT OF INTERIM DIVIDENDS TO SHAREHOLDERS IN THE DISSOLVED COMPANY
- If the profits of the dissolved company warrant such a course, the directors of the dissolved company may, at any time before the appointed day, declare the following dividends as being payable -
(a) to the holders of preference shares immediately before the appointed day, a dividend at the rate of five per cent. per annum on the amount paid up without deduction of Indian income-tax payable by the dissolved company for the period commencing on the 1st day of June, 1952, and ending with the 31st day of December, 1952;
(b) to the holders of ordinary shares whose names appear on the register of the company on the date of such payment, an interim dividend not exceeding two and half per cent. on the amount paid up or credited as having been fully paid up thereon without deduction of Indian income-tax payable by the dissolved company for the period commencing on the 1st day of January. 1952, and ending with the 31st day of December, 1952.
SECTION 11: PROVISIONS RESPECTING EXISTING OFFICERS AND OTHER EMPLOYEES OF THE DISSOLVED COMPANY
- Every officer or other employee (including within that expression auditors but excluding therefrom directors, managing agents and London Committee Members) employed immediately before the appointed day in the dissolved company shall, as from the appointed day, become an officer or other employee, as the case may be, of the Iron and Steel Company and shall hold his office or service therein by the same tenure and upon the same terms and conditions and with the same rights and privileges as to pension or gratuity as he would have held the same under the dissolved company if this Act had been passed, and shall continue to do so unless and until he is duly removed from his employment in the Iron and Steel Company or until his terms and conditions of employment are duly altered by that company.
SECTION 12: POSITION OF DIRECTORS OF THE DISSOLVED COMPANY
- Every director of the dissolved company holding office as such immediately before the appointed day shall become, as from the appointed day, a director of the Iron and Steel Company in addition to the other directors of the Iron and Steel Company holding office as such before the appointed day, and shall subject to the provisions of the articles of association of the Iron and Steel Company, hold his office and act in all respects as if he had been duly appointed under the said articles.
SECTION 13: DISSOLUTION OF THE STEEL CORPORATION OF BENGAL LIMITED
- As from the appointed day-
(a) the Steel Corporation of Bengal Limited, shall be dissolved and thereafter no person shall make, assert or take any claims, demands or proceedings against the dissolved company or against a director or officer thereof in his capacity as such director or officer, except in so far as may be necessary, for enforcing the provisions of this Act;
(b) the right of every shareholder to or in respect of any share in the dissolved company shall be extinguished, and thereafter no such shareholder shall make, assert or take any claims or demands or proceedings in respect of any such share except as provided in this Act.
SECTION 14: POWER TO MAKE RULES FOR FACILITATING AMALGAMATION
- The Central Government may, by rules1published in the Official Gazette, make such incidental, consequential or supplementary provisions as in its opinion are necessary for fully and effectively carrying out the purposes of this Act, and without prejudice to the generality of such power, provision may be made in such rules-
(a) for the allotting or appropriation by the Iron and Steel Company of any shares, debentures, policies or other like interests in that Company which are to be allotted or appropriated under this Act by that company to or from any person;
(b) for the disposal of shares in the dissolved company which do not represent one fully paid up share in the Iron and Steel Company under clause (b) of sub-section (1) ofSection 7-, whether by the surrender to the Iron and Steel Company of the fractional certificates relating thereto with other fractional certificates so as to represent in all one fully paid-up share, or, at the option of the shareholder, by the surrender of the fractional certificates to the Iron and Steel Company for sale by the company on his account;
(c) for fixing the period within which any action required to be taken under this Act may be taken;
(d) for the alteration, notwithstanding anything to the contrary contained in the Indian Companies Act, 1913 of the memorandum or articles of association of the Iron and Steel Company for the purpose of increasing the capital of the company or the borrowing powers of the directors thereof or for the purpose of securing the representation of the Central Government on the Board of Directors of the company or for any other purpose;
(e) for requiring any person concerned with the keeping of the register of the holders of any shares, securities or investments now transferred to and vesting in the Iron and Steel Company to forthwith register the name of the Iron and Steel Company therein, and to issue to the Iron and Steel Company the appropriate documents of title relating to the shares, securities or investments transferred to and vesting in it.
SECTION 15: REPEAL OF ORDINANCE 8 OF 1952
- [Repealed by the Repealing and Amending Act, 1957 (36 of 1957), Section 2 and Schedule I (17-9-1957).]
PROVIDENT INSTITUTIONS (AMAL GAMATION) RULES 1953
RULE 1 SHORT TITLE
-These rules may be called the Tea Rules, 1954.
RULE 2 DEFINITIONS
-In these Rules, unless the context otherwise requires-
(i) "Board" means the Tea Board, constituted undersection 4-of the Act.
(ii) "Chairman" means the Chairman of the Board,
(iii) "Committee" means any Committee constituted by theBoard underSection 8-of the Act.
(iv) "Form" means a form set forth in the schedule to these Rules, (v) "Member" means a member of the Board. (vi) "Secretary" means the Secretary of the Board, (vii) "the Act" meansthe Tea Act, 1953 (29 of 1953)-. (viii) "Vice-Chairman" means the Vice-Chairman of the Board. (ix) "Year" means the year commencing on the first day of April.
RULE 3 OFFICE OF THE BOARD
- The Office of the Board shall be located at Calcutta.
RULE 4 CONSTITUTION OF THE BOARD AND MANNER OF FILLING VACANCIES
- (1) The Board shall consist of a Chairman and the following other members who, in the opinion of the Central Government, are capable of representing the various categories mentioned in clauses (a) to (h) of subsection (3) ofSection 4-of the Act : -
(a) (i) one person representing the Government of Assam ; (ii) one person representing the Government of West Bengal ; (iii) one person representing the Government of Tripura. (iv) one person representing the Government of Madras; (v) one person representing the Government of Punjab ; (vi) one person representing the Government of Travancore.Cochin
(b) two person representing the Parliament (one for the House of the People and one for the Council of States) ;
(c) thirteen persons representing owners of tea estates and gardens and growers of tea ;
(d) seven persons representing persons employed on tea estates and gardens ;
(e) three persons representing dealers including both exporters and internal traders of tea ;
(f) two persons representing manufacturers, who manufacture and pack tea in containers upto 12 Ibs. ;
(g) three persons representing consumers ;
(h) four persona representing other interests.
(2) The Central Government may make such conaultations as may be necessary before appointing members of the Board.
(3) When a member of the Board dies or resigns or is deemed to have resigned or is removed from office or becomes incapable of acting, the Central Government may by notification in the official gazette appoint a person to fill the vacancy.
RULE 5 TERM OF OFFICE
- (1) A member of the Board shall hold office for a period of three years from the date of his appointment.
(2) A person appointed to fill a casual vacancy under sub-rule (3) ofrule 4-shall hold office so long as the member whose place he fills would have been entitled to hold office, if the vacancy bad not occurred.
RULE 6 RESIGNATION
- (1) A member of the Board may resign his office by writing under bis hand addressed to the Chairman.
(2) A member of the Committee may resign his office by writing under his hand addressed to the Secretary : Provided that a member of the Board or the Committee, as the case may be, shall not vacate his office until his resignation is accepted.
RULE 7 REMOVAL FROM THE BOARD
- The Central Government may remove any member from his office-
(a) if he is of unsound mind and stands so declared by a competent court, or
(b) if he is an undischarged insolvent, or
(c) if he is convicted of a criminal offence involving moral turpitude,
(d) if without leave of the Chairman, he fails to attend more than three successive meetings of the Board.
RULE 8 ABSENCE FROM INDIA
- (1) Before a member of the Board leaves
(a) he aball intimate the Secretary the date of his departure from, -. and the date of his expected return to, India, and
(b) if he intends to be absent from India for a longer period than six months, he shall tender his resignation.
(2) If a member leaves India without observing the provisions of sub-rule (1), he shall be deemed to have resigned with effect from the date of his departure from India.
RULE 9 VICE-CHARIMAN
- (1) The Board shall in each year elect a member to be Vice-Chairman for a period of twelve months commencing from the date of the election.
(2) In the event of the Vice-Chairman resigning his office as such . or ceasing to be a member of the Board, the Board shall forthwith elect a member to be Vice-Chairman for the unexpired portion of the term of office of the Vice-Chairman elected under sub-rule (1).
RULE 10 MINIMUM NUMBER OF MEETINGS OF THE BOARD
--The Board shall hold a meeting at least once in every quarter.
RULE 11 POWER TO CALL MEETINGS
- (1) The Central Government may at any time call a meeting of the Bo ird.
(2) The Chairman may at any time call a meeting of the Board and shall do so, if a requisition for a meeting is presented to him in writing by at least ten members.
RULE L2 APPOINTMENT OF COMMITTEES
- (1) Besides the Executive Commi- ttee, there shall be the following Standing Committees of the Board, namely:-
(a) Two licensing Committees, one for North India and one for south India.
(b) A Propaganda Committee.
(2) The Executive Committee shall consist of :-
(a) the Chairman who shall be the ex-officio Chairman thereof ;
(b) the Vice-Chairman ; and
(c) seven other members to be elected by the members of the Board from among themselves, in such manner as may be laid down by the Board.
(3) The Licensing Committee for North India shall consist off :-
(i) the Chairman who shall be ex-officio Chairman thereof; and
(ii) six other members to be elected by the members of the Board from among themselves, in such manner as may be laid down by the Board.
(4) The Licensing Committee for South India shall consist of four members to be elected by the members of the Board from among them- selves in such manner as may be laid down by the Board. The Commi- ttee shall elect a Chairman from among themselves.
(5) The Propaganda Committee shall consist of :-
(i) the Chairman who shall be the ex-officio Chairman thereof
(ii) eight other members to be elected by the members of the Board from among themselves in such manner as may be laid down by the Board.
(6) Nothing in this rule shall derogate from the power of the Board to constitute with the previous approval of the Central Government and for such period as may be specified by that Government in each indivi- dual case, any other Standing Committee or any ad hoc Committee for any of the purposes mentioned in sub-section (3) ofsection 8-of the Act.
RULE 13 FUNCTIONS OF COMMITTEES
-The Executive Committee, the Pro paganda Committee and the Licensing Committees shall dischaarge such functions and exercise such powers, not being those mentioned inRule 18-, as may be delegated to them by the Board.
RULE 14 ABSENCE FROM MEETINGS OF A COMMITTEE
-Any member of a com- mittee absenting himself from three consecutive meetings without leave of the Chairman shall be deemed to have vacated his seat on the Commi- ttee.
RULE 15 FILLING OF CASUAL VACANCIES
- (1) Any casual vacancy on a Com- mittee shall be filled by election at the next meeting of the Board, or the meeting subsequent thereto.
(2) A person appointed in a casual vacancy shall hold office so long as the member whose place he fills would have been entitled to hold office, if the vacancy had nob occurred.
RULE 16 BUSINESS BY CIRCULATION
- (1) Any business which the Board or "Committee is required to transact may, if the Chairman of the Board or of the Committee so directs, be referred by circulation of papers to mem- bers, and any resolution or proposal so circulated and approved by the majority of members who have recorded their views in writing shall be as effectual and binding as if such resolution or proposal were decided by a majority of votes at a meeting :
Provided that at least ten members of the Board or a mjority of the members of the Committee as the case may be, have recorded their views on the resolution or proposal : Provided further that when a resolution or proposal is referred by circulation of papers, any five members of the Board or three members of the Committee, as the case may be, may require that the resolution or proposal be referred to a meeting 'and thereupon such reference shall be made to a meeting of the Board or the Committee.
(2) When any business is so referred to members by circulation, a period of not less than 14 clear days in the case of the Board and 10 clear days in the case of a Committee shall be allowed for receipt of replies from members. Such period is to be reckoned from the date on which notice of business is issued.
(3) If a resolution or proposal is circulated, the result of the circu- lation shall be communicated to all the membsrs.
RULE 17 RECORD OF BUSINESS
- (1) A record shall be maintained of all business transacted by the Board or its Committees, and copies of such record shall be submitted to the Central Government : Provided that the records of business of a routine nature transacted by the Licensing Committees by circulation need not be submitted to the Central Government.
(2) The record of business transacted ai the meetings of the Board and of the Committees shall be signed by the Chairman presiding over such meetings.
(3) When business is transacted by circulation of papers, a record of business 83 transacted shall be signed by the Chairman of the Board or the Committee, as the case may be, directing the circulation.
RULE 18 RESTRICTION ON DELEGATION OF POWERS.
- (1) The Board shall not delegate any administrative or financial power to any Committee other than the Executive Committee.
(2) .The Board shall not delegate any of the following powers to the Executive Committee.
(a) thepower to sanction expenditure in excess of Rs. 20,000 MI respect of any one item ;
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