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AMRITSAR OIL WORKS (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1982
50 of 1982
19th October, 1982
The Amritsar Sugar Mills Company Limited is a public limited company incorporated in 1924 with its head office at Amritsar. It has two units, viz., the Amritsar Oil Works, Amritsar and the Amritsar Sugar Mills at Rohankalan, Uttar Pradesh. The company was not being managed in a manner befitting its size and position. This led to gross mismanagement and grave financial irregularities in its working. As a result, the Amritsar Oil Works remained closed for nearly 18 months. The management of the Amritsar Oil Works, one of the two units of the company was, therefore, taken over in September, 1974 by the Central Government under section 18AA of the Industries (Development and Regulation) Act, 1951. The Amritsar Sugar Mills at Rohankalan had initially been taken over for management by the Government of Uttar Pradesh under the Defence of India Rules. Later, on the expiry of the Defence of India Rules, it was taken over by the Government of Uttar Pradesh under the Uttar Pradesh Zamindari Abolition and Land Reforms Act. Since then the unit is being managed by a receiver appointed by the Government of Uttar Pradesh 2. The Amritsar Oil Works along with the Ganesh Flour Mills Company Limited, an undertaking also managed by the Central Government undersection 18AA of the Industries (Development and Regulation) Act, 1951, have been refining crude rapeseed oil imported from abroad for supply to the public distribution system all over the country. It has also been producing wholesome vanaspati for sale at reasonable prices in the open market. The unit has, thus, been playing an important role in the supply of commodities essential to the needs of the common man. It is intended further to extend the role of this unit by means of expansion of its production capacity and diversification of its production function as a part of the nucleus of the instrumentalities under the public sector so as to provide Government a commanding role in the regulation of the edible oil economy. Certain schemes for this purpose are under preparation. 3. The Amritsar Oil Works had a negative networth at the time of its take-over in September, 1974 and on its own it was not in a position to raise the necessary funds and provide the managerial inputs to bring it back to running condition. Under the management of the Government financial loan was provided by the Industrial Reconstruction Corporation of India and guarantee for working capital was provided by the State Bank of India. Besides this, considerable managerial and technical inputs have been provided to bring the Amritsar Oil Works to its current healthy situation. In order to enable it to play the role envisaged for it under Government's policy for regulating the edible oil economy, it is necessary to make further investments for modernisation of its machinery and diversification of its activities. It is felt that further investments for such purposes should be preceded by some arrangement which ensures continuity of management of the Amritsar Oil Works under the Central Govern- ment. It is, therefore, proposed to acquire the undertakings of the Amritsar Sugar Mills Company Ltd. in relation to the Amritsar Oil Works. 4. The Bill seeks to achieve the above objects -S.O.R. - Gaz. of Ind., 4-10-1982, Pt. II, S. 2, Ext.,p.l4(No.44).
An Act to provide for the acquisition and transfer of the right, title and interest of the undertakings of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works with a view to sustaining and strengthening the nucleus of public owned or controlled units required for ensuring supply of wholesome vanaspati and refined edible oils to the public at reasonable prices and thereby to give effect to the policy of the State towards securing the principles specified in clauses (b) and (c) of article 39 of the Constitution. WHEREAS the Amritsar Sugar Mills Company has through its undertakings, namely the factory known as the Amritsar Oil Works, Amritsar been engaged in the manufacture and production of certain commodities, namely, vanaspati and refined edible oils which are essential to the needs of the community; AND WHEREAS the management of the said Amritsar Oil Works was taken over by the Central Government under theIndustries (Development and Regulation) Act, 1951; AND WHEREAS it is necessary to acquire the undertakings of the Amritsar Sugar Mills Company in relation to the said Amritsar Oil Works for sustaining and strengthening the nucleus of public owned or controlled units required for ensuring supply of wholesome vanaspati and refined edible oils to the public at reasonable prices; AND WHEREAS such acquisition is for giving effect to the policy of the State towards securing the principles specified in clauses (b) and (c) ofArticle 39 of the Constitution; BE it enacted by Parliament in the Thirty-third Year of the Republic of India as follows:-
CHAPTER 01: PRELIMINARY
SECTION 01: SHORT TITLE
- This Act may be called The Amritsar Oil Works (Acquisition and Transfer of Undertakings) Act, 1982.
SECTION 02: DEFINITIONS
- In this Act, unless the context otherwise requires.-
(a) "Amritsar Oil Works" means the undertakings of the Amritsar Sugar Mills Company which are engaged in the manufacture, production and marketing of vanaspati and refined edible oils;
(b) "Amritsar Sugar Mills Company" means the Amritsar Sugar Mills Company Limited, Amritsar, a company within the meaning of the Companies Act, 1956, and having its registered office at P.O. Rayon Mills, Chheharta, Amritsar, in the State of Punjab;
(c) "appointed day" means the date of commencement of this Act;
(d) "Commissioner" means the Commissioner of Payments appointed under section 14-;
(e) "date of taking over" means the date on which the management of the Amritsar Oil Works of the Amritsar Sugar Mills Company was taken over by the Board of Management by virtue of the Order of the Government of India in the late Ministry of Industrial Development, No. S.O. 542 (E)/18AA/- IDRA/74, dated the 13th September, 1974, made under sub-section (1) of section 18AA of the Industries (Development and Regulation) Act, 1951;
(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 purpose of that provision and different dates may be specified for different provisions of this Act;
(i) "the Government company" means the Government company in which the Amritsar Oil Works are directed to vest under sub-section (1) of section 5-;
(j) words and expressions used herein and not defined but defined in the Companies Act, 1956, have the meanings, respectively, assigned to them in that Act.
CHAPTER 02: ACQUISITION AND TRANSFER OF AMRITSAR OIL WORKS
SECTION 03: TRANSFER TO, AND VESTING IN, THE CENTRAL GOVERNMENT OF AMRITSAR OIL WORKS
- On the appointed day, the Amritsar Oil Works and the right, title and interest of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works shall, by virtue of this Act, stand transferred to, and shall vest in, the Central Government.
SECTION 04: GENERAL EFFECT OF VESTING
(1) The Amritsar Oil Works shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash in hand, reserve funds, investments and book debts pertaining to the Amritsar Oil Works, and all other rights not interests in, or arising out of, such property as were immediately before the appointed day in the ownership, possession, power or control of the Amritsar Sugar Mills Company, in relation to the Amritsar Oil Works, 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 or 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 amounts specified in section 7-, 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 Amritsar Sugar Mills Company in relation to the Amritsar Oil Works which has vested in the Central Government under section 3-at any time before the appointed day and in force immediately before that day shall continue to be in force on and after such day in accordance with its tenor in relation to, and for the purposes of, the Amritsar Oil Works, and, on and from the date of vesting of the Amritsar Oil Works under section 5-in a Government company, that Government company shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to that Government company and that Government company shall hold it for the remainder of the period for which the Amritsar Sugar Mills Company to which it was granted would have held it under the terms thereof.
(6) If, on the appointed day, any suit, appeal or other proceeding of whatever nature instituted or preferred by or against the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works, is pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the Amritsar Oil Works 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 Amritsar Oil Works are directed to vest in a Government company undersection 5-, by or against the Government company.
SECTION 05: POWER OF CENTRAL GOVERNMENT TO DIRECT VESTING OF THE AMRITSAR OIL WORKS IN A GOVERNMENT COMPANY
- (1) Notwithstanding anything contained in sections 3-and4-, the Central Government may, if it is satisfied that a 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 Amritsar Oil Works and the right, title and interest of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works which have vested in the Central Government under section 3-, shall, instead of continuing to vest in the Central Government, vest in that Government company either on the date 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 in relation to the Amritsar Oil Works, vest in a Government company under sub-section (1), the Government company shall, on and from the date of such vesting, be deemed to have become the owner of the Amritsar Oil Works and all the rights and liabilities of the Central Government in relation to the Amritsar Oil Works shall, on and from the date of such vesting, be deemed to have been the rights and liabilities, respectively, of the Government company.
SECTION 06: THE AMRITSAR SUGAR MILLS COMPANY TO BE LIABLE FOR CERTAIN PRIOR LIABILITIES
(1) Every liability, other than the liability specified under sub-section (2), of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works in respect of any period prior to the appointed day shall be the liability of the Amritsar Sugar Mills Company and shall be enforceable against it and not against the Central Government or where the Amritsar Oil Works vest in a Government Company, against the Government company.
(2) Any liability in respect of the amount advanced after the date of taking over of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works together with interest due thereon and the wages, salaries and other dues of persons employed in the Amritsar Oil Works in respect of any period after the date of taking over shall, on and from the appointed day, be the liability of the Central Government and shall be discharged by the Central Government or, for and on behalf of that Government, by the Government company as and when repayment of such amount becomes due or as and when such wages, salaries and other dues become due and payable.
(3) For the removal of doubts, it is hereby declared that-
(a) save as otherwise expressly provided in this section or in any other section of this Act, no liability, other than the liability specified in sub-section (2), of the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works in respect of a period prior to the appointed day shall be enforceable against the Central Government or the Government Company, as the case may be;
(b) no award, decree or order of any court, tribunal or other authority in relation to the Amritsar Oil Works, passed after the appointed day, in respect of any matter, claim or dispute in relation to any matter, not being a matter referred to in sub-section (2), which arose before that date shall be enforceable against the Central Government or the Government company, as the case may be;
(c) no liability incurred by the Amritsar Sugar Mills Company before the appointed day, for the contravention, in relation to the Amritsar Oil Works, of any provision of law for the time being in force, shall be enforceable against the Central Government or the Government company, as the case may be.
CHAPTER 03: PAYMENT OF AMOUNT
SECTION 07: PAYMENT OF AMOUNT
(1) For the transfer to, and vesting in, the Central Government, under section 3-of the Amritsar Oil Works and the right, title and interest of the Amritsar Sugar Mills Company in relation to that works there shall be given by the Central Government to the Amritsar Sugar Mills Company, in cash and in the manner specified in Chapter VI, an amount equal to a sum of sixty-four lakhs, forty-eight thousand, nine hundred and forty-four rupees and sixty-five paise.
(2) In addition to the amount specified in sub-section (1), there shall also be given to the Amritsar Sugar Mills Company by the Central Government an amount calculated at the rate of ten thousand rupees per annum for the deprivation of the Amritsar Sugar Mills Company of the management of its Amritsar Oil Works for the period commencing on the date of taking over and ending with the appointed day.
(3) The amount specified in sub-section (i) and the amount calculated in accordance with the provisions of sub-section (2) 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.
CHAPTER 04: MANAGEMENT ETC. OF AMRITSAR OIL WORKS
SECTION 08: MANAGEMENT, ETC. OF AMRITSAR OIL WORKS
- (1) On the appointed day, the general superintendence, direction, control and management of the affairs and business of the Amritsar Oil Works shall -
(a) where a direction has been made by the Central Government under sub- section (1) ofsection 5-, vest in the Government company specified in such direction; or
(b) where no such direction has been made by the Central Government, vest in one or more custodians appointed by the Central Government under sub- section (2), and thereupon the Government company so specified or the Custodian or Custodians so appointed, as the case may be, shall be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the Amritsar Sugar Mills Company is authorised to exercise and do in relation to its Amritsar Oil Works.
(2) The Central Government may appoint one or more individuals or a Government company as the Custodian or Custodians of the Amritsar Oil Works in relation to which no direction has been made by it under sub-section (1) ofsection 5-.
(3) The Custodian or Custodians so appointed shall receive, from the funds of the Amritsar Oil Works, such remuneration as the Central Government may fix and shall hold office during the pleasure of the Central Government.
(4) The Custodian or Custodians of the Amritsar Oil Works shall maintain an account of the Amritsar Oil Works 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 09: DUTY OF PERSONS IN CHARGE OF MANAGEMENT OF AMRITSAR OIL WORKS TO DELIVER ASSETS, ETC
- On the vesting in the Central Government or a Government company of the Amritsar Oil Works, all persons in charge of the management of the Amritsar Oil Works immediately before the date of such vesting, shall be bound to deliver to the Central Government or the Government company or to such person or body of persons as the Central Government or the Government company may specify in this behalf, all assets, books of account, registers or the documents in their custody relating to the Amritsar Oil Works.
SECTION 10: DUTY OF PERSONS TO ACCOUNT FOR ASSETS, ETC
- (1) Every person who has, on appointed day, in his possession or under his control any assets, books, documents or other papers relating to the Amritsar Oil Works which has vested in the Central Government or a Government company under this Act, and which belongs to the Amritsar Sugar Mills Company or would have so belonged if the Amritsar Oil Works had not vested in the Central Government or the Government company, shall be liable to account for the assets, books, documents and other papers to the Central Government or the Government company, as the case may be, and shall deliver them up to the Central Government or the 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 Amritsar Oil Works which has vested in it under section 3-.
SECTION 11: DUTY OF AMRITSAR SUGAR MILLS COMPANY TO FURNISH PARTICULARS
- The Amritsar Sugar Mills Company shall, within such period as the Central Government may allow in this behalf, furnish to that Government a complete inventory of all its properties and assets as on the appointed day, pertaining to the Amritsar Oil Works which has vestd in the Central Government under section 3-, and for this purpose the Central Government or the Government company shall afford the Amritsar Sugar Mills Company all reasonable facilities.
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