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RICHARDSON AND CRUDDAS LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKING) ACT, 1972
78 of 1972
30th December, 1972
STATEMENT OF OBJECTS AND REASONS Messrs. Richardson and Cruddas Limited is an old engineering company engaged in the production of goods needed by the defence establishments railways, steel plants and power projects and has three workshops at Bombay Madras and Nagpur. The registered office of that company being at Calcutta, an application was made in December. 1957 to the Calcutta High Court by the Life Insurance Corporation of India alleging mismanagement. On that application, the Calcutta High Court appointed a Special Officer to manage the affairs of this company and lo investigate into the alleged irregularities and mismanagement. The Special Officer's enquiry revealed large scale issue of duplicate and spurious shares and other mismanagement including misappropriation of the company's funds. With the approval of the Court, the Special Officer prepared a provisional share register disallowing the claims of some shareholders. Consequently, the holders of the shares whose claims were rejected filed suits against the company for registration of their names as shareholders and. in the alternative, for damages. The matters relating to the share disputes arc pending before the CuleutUi High Court. 2. The company had suffered considerable losses due to mismanagement. For about 15 years, the company has been managed under the orders of the Court. The company has been subjected to voluminous litigation arising out of the issue of duplicate shares and claims of over Rs. 1 crore towards damages are pending. If the damages were awarded against the company, it would have no means of carrying on its business. The company has been doing valuable work for various Government Projects. For utilising the expertise and the experience built up over several years and for ensuring continued employment of over 2000 workers, it is necessary that proper arrangements are made for the management and development of the company. 3. Government have from time to time extended guarantees to the State Bank of India for extending cash credit facilities to the company amounting to R.s. 217 lakhs and have also given direct loans to it amounting to Rs. 160 lakhs for meeting ils working capital and other needs. It is difficult for the Government to continue these guarantees and advances indefinitely without making arrangements for its long-term management which would ensure adequate Government control over its operations. This aspect has also been emphasised by the Public Accounts Committee from lime to time. 4. The position of a large number of shareholders who were holding genuine shares has remained uncertain for a number of years. A decision on the conflicting claims for membership through the normal processes is likely to take a long time. In the absence of a decision on these claims. It is not possible for the company to provide for its proper management by a duly constituted Board of Directors. The business of the company has been carried on with the help of Government guarantees hut these cannot he continued indefinitely. It is. therefore, considered necessary lo enact a special legislation lo solve the legal and other special problems relating to this company. 5. In view of the above, it is felt that for ensuring the continuity of production and supply of goods it is expedient in the-public interest to acquire the undertaking of Messrs. Richardson and Cruddas Limited together with its liabilities, hy legislation on payment of an amount of Rs. 30 lakhs and lo form a new Government company to be called Richardson and Cruddas (1972) Limited, to which the undertaking of the first mentioned company shall become vested after such acquisition. The proposed legislation also provides for the constitution of a Tribunal for adjudicating (he claims of various persons to the shares of the company, and for the appointment of a Custodian to receive the amount, reconstruct the share register under order of the Tribunal and distribute the amount in accordance with the orders of the Tribunal.-Gaz.. of India, 19-12-1972. Pt. II. section 2. Hxt.. p. 1815.
An Act to provide for the acquisition and transfer of the undertaking of the Richardson and Cruddas Limited for the reconstruction of the register of its members and for matters connected therewith or incidental thereto. WHEREAS the Richardson and Cruddas Limited, a company formed and registered under the Indian Companies Act, 1913, is engaged in the production of goods needed by the defence establishments. railways,
steel, plants and power projects; AND WHEREAS the mismanagement of the said company by its erstwhile managing agents and Board of Directors had seriously affected the production and supply of goods by the said company; AND WHEREAS it is not possible for the said company to provide for its proper management by a duly constituted Board of Directors in view of the existence of a large number of duplicate shares in the capital of the said company; AND WHEREAS for ensuring, in the interests of the community, the continuity of production and supply of goods by the said company, it is expedient in the public interest to acquire the undertaking of the said company; BE it enacted by Parliament in the Twenty-third Year of the Republic of India as follows :-
SECTION 01: SHORT TITLE
This Act may be called The Richardson and Cruddas Limited (Acquisition and Transfer of Undertaking) Act, 1972.
SECTION 02: DEFINITIONS
(1) In this Act unless the context otherwise requires,-
(a) "appointed day" means such date as the Central Government may, by notification, appoint;
(b) "Custodian" means the person who is appointed, under section 10, as the Custodian of the old company;
(c) "Nationalised Bank" means a corresponding new bank as defined in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970;
(d) "new company" means the Government company, formed and registered under the Companies Act, 1956, in pursuance of the provisions of section 9;
(e) "notification" means a notification published in the Official Gazette;
(f) "old company" means the Richardson and Cruddas Limited, a company formed and registered under the Indian Companies Act.
1913 and having its registered office in the State of West Bengal;
(g) "prescribed" means prescribed by rules made under this Act;
(h) "scheduled bank" has the meaning assigned to it in the Reserve Bank of India Act, 1934, and includes a National Bank;
(i) "share" means a share in the capital of the old company;
(j) "Tribunal" means the Tribunal constituted under section 13.
(2) Words and expressions used herein and not defined but defined in the Companies Act, 1956, have save as otherwise expressly provided in this Act, the meanings respectively assigned to them in that Act.
SECTION 03: UNDERTAKING OF THE OLD COMPANY TO VEST IN THE CENTRAL GOVERNMENT
On the appointed day the undertaking of the old company shall stand transferred to, and vest in, the Central Government and that Government shall, immediately thereafter, provide, by notification, for the transfer to and vesting in, of such undertaking in the new
company.
SECTION 04: GENERAL EFFECT OF VESTING
(1) The undertaking of the old company shall be deemed t( include all assets, rights, powers, authorities and privileges and all property, movable and immovable cash balances, reserve funds, investments 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 old company in relation to the undertaking, whether within or without India, and all book account, registers (other than register of members and documents relating thereto), records and all documents of what ever nature relating thereto and shall also be deemed to include all borrowing' abilities and obligations of whatever kind then subsisting of the old company in relation to the
(2) Unless otherwise expressly provided by this Act, all contracts, deeds, bonds, powers of attorney, grants of legal representation and other instruments of whatever nature having effect immediately before the appointed day which relate to the undertaking of the old shall be of as full force and effect in favour of the Central Government, and on the transfer of undertaking to the new company, of such new company and may be enforced or acted upon as fully effectively as if they had related to the Central Government or the new company, as the case may
(3)(a) If, on the appointed day, a proceeding instituted by the old company in relation to undertaking referred to in section 3-is pending, such proceeding may, as from that day be continue the Central Government or, on the transfer of the undertaking to the new company, by the new comp
(b) If, on the appointed day, any cause of action is existing against the old company in the undertaking referred to in section 3-, such cause of action may, as from that day, be enforced the Central Government or, on the transfer of the undertaking to the new company, against the company.
(c) Save as otherwise provided in clauses (a) and (b), no suit, proceeding or cause of action against the old company shall be continued or enforced by or against the Central Government or the company.
SECTION 05: DUTY TO DELIVER POSSESSION OF PROPERTY ACQUIRED AND DOCUMENTS RELATING THERETO
Where any property has vested in Government under section 3-, every person in possession or custody or under the property may be, shall deliver the property Central Government forthwith.
(2) Any person who on She day has in his possession or under his control any documents or other papers relating to the which has vested in the Central this Act and which belong to the old company, or, would have so belonged if the undertaking of the company had not vested in the Central Government, shall be liable to account for the said books, merits or other papers to the Government and, on the transfer of such undertaking to the company, to that company, and shall deliver them up to the Central Government or the new the case may be or to such other person as the Central Government or the new company may this behalf.
(3) The Central Government may take or cause to be taken, all necessary steps for possession of all properties which have vested in that Government under section 3-.
SECTION 06: DUTY TO FURNISH
(1) The old company shall, within such period as the Government may allow in this behalf, furnish to that Government, and the new company, a inventory of all the properties and assets (including particulars of investments) of the appointed day. All liabilities and obligations of the old company subsisting agreements entered into by the old company and in force on that day including agreements express or implied, relating to leave, pension, gratuity and other terms of service of any officer employee of the old company under which, by virtue of this Act, the Central Government has, or have, or may have, the liabilities and, for this purpose, the Central Government and tin. new shall afford the old company all reasonable facilities.
(2) The old company shall, if required by the Central Government or new company so to furnish such returns or information relating to the undertaking referred to in section 3-, or, any employed by the old company to" the purpose of such undertaking as may be specified in such
SECTION 07: TRANSFER OF EMPLOYEES OF THE OLD COMPANY
(1) Every officer or other employee of the company (except a director or managerial personnel specified in section 197-A of the Act, 1956-, or any other person entitled to manage the whole or a substantial part of the business old company under a special agent with that company) in the employment of the old immediately before the appointed shall, in so far as such officer or other employee is employee connection with the affairs of the undertaking of the old company, become, as from the appointed an officer or other employee, as the case may be, of the Central Government and, on the transfer of undertaking to the new company, of that company, and shall hold his office on the same terms and conditions and with the same rights to pension, gratuity and other matters as would have been admissible to him if the undertaking of the old company had not been transferred lo and vested in the Central Government or the new company, and continue to do so unless and until his employment in the Central Government or the new company is duly terminated or until .the remuneration terms or conditions of service are duly altered by the Central Government or the new company, as the case may be : Provided that if the alteration so made is not acceptable to any office or other employee, his employment shall be terminated on payment to him the central Government or the new company, as the case may he amount equivalent three months' remuneration in the case employees and one month remuneration in the case of other employees : Provided further that nothing contained in this sub-section shall apply lo any officer or other employee who has, by notice in writing given to the Central Government or the new company, within thirty days next following the appointed day intimated his intention of not becoming an officer or other employee of the Central Government or the new company, as the case may be.
(2) For the persons, who before the appointed day, were the trustees for any pension provident fund, gratuity or other like fund constituted for the officers or other employees of the old company, there shall be substituted as such persons as the (central Government or the new company may. by general or special order, specify.
(3) Notwithstanding anything contained in the Industrial Deputes Act, 1947-, or in any other law for the time being in force, the transfer of the services of any officer or other employee from the old company to the Central Government or the new company shall not entitle such officer or other employee to any compensation under that Act or other law, and no such shall be entertained by any Court Tribunal or other authority.
SECTION 08: PAYMENT OF AMOUNT
(1) For the of the undertaking of the old the Central Government, there shall be paid by Central Government to the Custodian an amount of rupees thirty .
(2) The Custodian shall open an account in the name of the old company in any scheduled bank and credit the said amount to the said account and hold the said amount in trust for and on old company.
SECTION 09: FORMATION AND REGISTRATION OF A NEW COMPANY
For the efficient management and administration of the undertaking which will vest in the Central Government under section 3- there shall be formed and registered, before the appointed day. a Government with the name "Richardson and Cruddas (1972) Limited," in accordance with the provisions of the Companies Act, 1956-
SECTION 10: MANAGEMENT OF THE OLD COMPANY
(1) The affairs of the old company shall be managed by a Custodian by the Central Government in this behalf: Central Government may. if the Custodian declines to become, or to continue to function as the Custodian or if it is of opinion that it is necessary in the interests of the old company so to do, appoint any other person as the Custodian of the old company.
(2) The Custodian appointed under sub-section ( 1) shall receive from the funds of the old company, such emoluments as the Central Government may specify in this behalf.
(3) The Custodian shall hold office during UK pleasure of the Central Government.
SECTION 11: CUSTODIAN TO BE PUBLIC SERVANT
The Custodian shall be a public servant within the meaning of section 21 of the Indian Penal Code-
SECTION 12: VACATION OF OFFICE BY DIRECTORS, ETC., OF THE OLD COMPANY
(1) On the appointment of a Custodian, every person holding office, immediately before such as director or manager the old company shall, notwithstanding anything contained in any law for the time being in force or in any decree or order of any Court or Tribunal, vacate such office.
(2) The Custodian shall receive the sum referred to in section 8-and shall deal with the said sum for liability which is incurred by the old company after the appointed day and the balance. if any, left after meeting the said liability, in accordance with the wishes of the members of the old expressed in a general meeting convened by the Custodian, and the provisions of the Companies Act 1956, shall, so far as may be, apply to such meeting.
(3) "The Custodian may, if the members of the old company so desire, distribute the balance referred to in sub-section (2) amongst such members in accordance with their rights and interests and thereafter apply to the Court for the winding up of the old company by the Court.
SECTION 13: CONSTITUTION OF A TRIBUNAL
(1) For the purpose of rectification of the register of members of the old company, the Central Government shall, by notification constitute a Tribunal consisting of one person who is or has been a Judge of a High Court.
(2) If, for any reason, a vacancy (other than a temporary absence) occurs in the office of the Presiding Officer of the Tribunal, the Central Government shall appoint another person, in accordance with the provisions of this section, to Fill the vacancy and the proceedings may be continued before the Tribunal from the stage at which the vacancy is filled.
(3) The Central Government shall make available to the Tribunal such staff as may be necessary for the discharge of its functions under this Act.
(4) All expenses incurred in connection with the Tribunal shall be defrayed out of the Consolidated Fund of India.
(5) The Tribunal shall have power to regulate its own procedure in all matters arising out of the discharge of its functions including the place or places at which it shall hold its sittings Provided that the Tribunal shall, as far as practicable, follow the procedure laid down in the Code of Civil Procedure, 1908, for the investigation of claims and the decision of the Tribunal shall be final.
(6) The Tribunal shall, for the purpose of making an inquiry 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 producible as evidence;
(c) the reception of evidence on affidavits;
(d) the requisitioning of any public record from any Court or office;
(e) issue of any commission for the examination of witnesses.
(7) Any proceeding before the Tribunal shall be deemed to be a judicial proceeding within the meaning of section 193 of the Indian Penal Code -, and the Tribunal shall be deemed to be a Civil Court for the purpose of section 195-andChapter 35 of the
Code of Criminal Procedure, 1898.-
SECTION 14: TRIBUNAL TO CALL UPON PERSONS TO MAKE CLAIMS
(1) The Tribunal shall, by notification and in such other manner as may be prescribed; call upon every person, who claims to have any interest in any share, to prefer his claim within thirty days from such date as may be specified in the notification.
(2) Every person claiming an interest in any share shall make his claim the Tribunal in such form as may be prescribed, staling therein the rights claimed by him in the share and the manner in which, and the date on which such right was acquired by him.
(3) The Tribunal may, if it is satisfied that any claimant had sufficient cause for not preferring the claim within days from the dale specified in the notification, admit such claim within a further period of thirty days.
SECTION 15: DETERMINATION OF GENUINE SHARES
The Tribunal shall, after taking such evidence as may be adduced before it and after making such inquiry as it may think fit and after hearing such persons as may desire to be heard, determine which of the documents purporting to be shares represent, in reality, IVol.4)
15A.M./30 a contribution to the capital of the old company, and on such determination, all other documents purporting to be shares shall stand declared to be spurious and shall stand cancelled.
SECTION 16: NO COMPENSATION FOR CANCELLATION OF SPURIOUS SHARES
(1) No holder of a document purporting to be a share shall be entitled to claim either from the Central Government or from the old or new company any damages for the cancellation of such document by virtue of the provisions ofsection15-
(2) Subject to the provisions of sub-section (1), every person who had acquired a document, purporting to be a share, for value without notice of the fact that it did not represent any contribution to the capital of the old company, shall be entitled to claim reimbursement from the person from whom such document was acquired by him, and, the period of limitation for any action for such reimbursement shall be deemed, to commence on the date on which the document held by him as a share stands cancelled under section 15-.
SECTION 17: POWER OF TRIBUNAL TO ENTERTAIN AND DISPOSE OF CLAIMS FOR REIMBURSEMENT
(1) The Tribunal shall have jurisdiction to entertain and dispose of any claim for reimbursement referred to in sub-section (2) of section 16 -.
(2) Every such claim shall be made before the Tribunal within thirty days from the date on which the document purporting to be a share stands cancelled under section 15 -.
SECTION 18: SUITS AND LEGAL PROCEEDINGS, NOT TO BE COMMENCED OR PROCEEDED WITH
(1) On and from the date on which the Tribunal is constituted, no suit or other legal proceeding shall be commenced, or if pending at the date of such constitution, shall be proceeded with, against the old company except, with the leave of the
Tribunal and subject to such terms as the Tribunal may impose.
(2) Save as otherwise provided in this Act, the Tribunal shall have, and no Court or other Tribunal shall have, jurisdiction to entertain or dispose of-
(a) any suit or proceeding by, or on behalf of, or against, the old company;
(b) any claim made by, or on behalf of, or against, the old company;
(c) any question of priorities and any other question whatsoever, whether of law or of fact, which may relate to, or arise in relation to, the genuineness or otherwise of, any share or in relation to any rights or obligations under such share, whether such suit or proceeding has been instituted, or is instituted, or such claim or question has arisen or arises before or after the constitution of the Tribunal.
(3) If, on the appointed day, any suit, appeal or other proceeding of whatever nature by or against the old company in relation to any business of that company is pending in any Court, such suit, appeal or other proceeding shall, notwithstanding anything
contained in any other law for the time being in force or in any contract, stand transferred to, and shall be disposed of by, the Tribunal and thereupon no other Court or Trib
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