86540
Lawyers Network
103860
Users
630
Cities Serving
114
Law Schools Network
59824
TRANSFORMER AND SWITCHGEAR LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1983
41 of 1983
25th December, 1983
STATEMENT OF OBJECTS AND REASONS The Transformer and Switch-gear Limited was established in 1956 for the manufacture of transformers, switch-gears and other allied electrical equipments. The Company commenced production in
1957 in technical collaboration with Dominic works GMbh, West Germany, It has been incurring losses for a number of years and the accumulated losses at the end of October. 1982 were of the order of Rs. 306 lakhs as against the paid-up capital of Rs. 12.5 lakhs. 2. Efforts for the revival of the Company in the past had failed. Many schemes pre- pared for the revival of the Company could not be implemented for want of necessary finance. Further, such schemes cannot meet all the past liabilities of the company. Production in the Company had come to a standstill and wages to the workers were not being paid.
Restructuring the Company in order to bring about a balance between as- sets and liabilities was therefore considered to be an immediate necessity. This process could be achieved quickly only through nationalisation of the undertakings of the Company which would also result in the revival of the undertakings. The nationalisation of the undertakings will not only protect the employment of about 300 skilled workers in the city of Madras but also prevent loss of productive assets worth over Rs. 78 lakhs. The products of the Company also cater to the vital power transmission sector. The nationalisation of the undertakings will also preserve the high degree of sophisticated manufacturing skills developed over the years in the national interest. In view of these circumstances, it was considered necessary in the public interest to acquire the undertakings of the Transformer and Switchgear Limited and vest the said undertakings in Andrew Yule and Company Limited, a Government company. The Transformer and Switchgear Limited (Acquisition and Transfer of Undertakings) Ordinance, 1963 (11 of 1983) was accordingly, promulgated by the President on the 8th November. 1983. The Ordinance, apart from providing for the acquisition of the undertakings of the Company and vesting the same in Andrew Yule and Company Limited provided for payment of an amount to the Company for the acquisition, appointment of a Commissioner of Payments and other incidental and consequential matters. 3. The Bill seeks to replace the aforesaid Ordinance.-Gaz. of lnd" 2-12-1983. Pt. II, S 2. Ext p 14. (No. 43)
An Act to provide for the acquisition and transfer of the undertakings of the Transformer and Switchgear Limited with a view to securing the better utilisation of the available infra-structure thereof and to modernise and augment the production of transformers, switchgears and other allied electrical equipments by the said undertakings so as to sub-serve the interests of the general public by ensuring the continued supply of the aforesaid articles which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto. WHEREAS the Transformer and Switchgear Limited are engaged in the production of certain articles mentioned in the
First Schedule to the Industries (Development and Regulation) Act, 1951, under the heading "ELECTRICAL EQUIPMENT"; AND WHEREAS the Company had been suffering heavy losses for a number of years with the result that a majority of the workers of the Company had been laid off and the affairs of the Company are being managed in a manner prejudicial to the interests of the Company and the public interest; AND WHEREAS for the purpose of securing the better utilisation of the available infrastructure of the undertakings of the Company and for modernising and augmenting the production of transformers, switchgears and other allied electrical equipments by the said undertakings, investment of a large amount is necessary; AND WHEREAS it is necessary to acquire the undertakings of the Transformer and Switchgear Limited to enable the Central Government to have such investments made so as to sub-serve the interests of the general public by the continuance by the undertakings of the Company of the production and supply of the aforesaid articles which are essential to the needs of the economy of the country; BE it enacted by Parliament in the Thirty-fourth Year of the Republic of the India as follows:-
CHAPTER 01 PRELIMINARY
SECTION 01: SHORT TITLE AND COMMENCEMENT
(1) This Act may be called the transformer and switchgear limited (acquisition and transfer of undertakings) act, 1983.
(2) It shall be deemed to have come into force on the 8th day of November, 1983.
SECTION 02: DEFINITIONS
In this Act, unless the context otherwise requires. -
(a) "Andrew Yule" means Andrew Yule and Company Limited, Calcutta, a company formed and registered under the Companies Act, 1956-;
(b) "appointed day" means the 8th day of November, 1983;
(c) "Commissioner" means the Commissioner of Payments appointed under S. 14;
(d) "Company" means the Transformer and Switchgear Limited, being a company as defined in the Companies Act, 1956-, and having its registered office at 21, Guindy Road, Adyar, Madras-600020;
(e) "notification" means a notification published in the Official Gazette;
(f) "prescribed" means prescribed by rules made under this Act;
(g) "specified date" in relation to any provision of this Act, mean 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;
(h) words and expressions used herein and not defined but defined in the Companies Act, 1956-, shall have the meanings, respectively, assigned to them in that Act,
CHAPTER 02 ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY
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 all 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, tribunal or other authority restricting the use of such properties in any manner 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 ink mortgage money or other dues in whole or in part, out of the amount specified in section 7-and also out of the amount determined under section 8-, 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 m 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 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, such undertaking and on and from the date of vesting of such undertaking under section 6-in Andrew Yule, that company shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to Andrew Yule and that 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 6-, to vest in Andrew Yule, by or against Andrew Yule.
SECTION 05: CENTRAL GOVERNMENT OR ANDREW YULE NOT TO BE LIABLE FOR 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 enforce- able against it and not against the Central Government, or where the undertakings of the Company are directed under S. 6 to vest in Andrew Yule, against Andrew Yule.
(2) For the removal of doubts, it is hereby declared that,-
(a) save as otherwise expressly provided in this section or in any other provision of this Act, no liability of the Company in respect of any period prior to the appointed day, shall be enforceable against the Central Government or, where the undertakings of the Company are directed under section 6 -to vest in Andrew Yule, against Andrew Yule;
(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 are directed under section 6 -to vest in Andrew Yule, against Andrew Yule;
(c) no liability incurred by the Company before the appointed day, for the contravention of a provision of any law for the time being in force, shall be enforceable against the Central Government, or, where the undertakings of the company are directed under section 6-to vest in Andrew Yule against Andrew Yule.
SECTION 06: POWER OF THE CENTRAL GOVERNMENT TO DIRECT VESTING OF THE UNDERTAKINGS OF THE COMPANY IN ANDREW YULE
(1) Notwithstanding anything contained in sections 3-and4-, the Central Government may, subject to such terms and conditions as it 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 Andrew Yule 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 of the Company in relation to its undertakings vest in Andrew Yule under sub-section (1), Andrew Yule shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings, and all the rights and liabilities of the Central Government in relation to such undertakings shall, on find from the date of such vesting, be deemed to have become the rights and liabilities of Andrew Yule.
CHAPTER 3 PAYMENT OF AMOUNTS
SECTION 07: PAYMENT OF AMOUNT
For the transfer to, and vesting in, the Central Government, under section 3-, of the undertakings of the Company and the right, title and interest of the Company in relation to its undertakings, there shall be paid by the Central Government to the Company, in cash, and in the manner specified in Chapter VI, an amount of rupees seventy-eight lakhs and twenty six thousand.
SECTION 08: PAYMENT OF FURTHER AMOUNT
(1) The amount specified in section 7-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.
(2) The amount determines in accordance with the provisions of sub-section (1) shall be paid by the Central Government to the Company in addition to the amount specified in section 7-.
(3) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to its undertakings which have vested in the Central Government under section 3-, shall be discharged from the amount referred to in section 7-, and also from the amount determined under sub-section (1) in accordance with the rights and interests of the creditors of the Company.
CHAPTER 4 MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY
SECTION 09: MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY
The general superintendence, direction, control and management of the affairs and business of the undertakings of the Company, the right, title and interest in relation to which have vested in the Central Government under Section 3-shall where a direction has been made by the Central Government under sub-section (1) of section 6-, vest in Andrew Yule and thereupon Andrew Yule shall be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the Company was authorised to exercise and do in relation to its undertakings.
SECTION 10: 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 Andrew Yule, all persons in charge of the management of the undertakings of the Company immediately before such vesting, shall be bound to deliver to Andrew Yule, all assets, books of account, registers and other documents in their custody relating to the under- takings of the Company.
(2) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to Andrew Yule and that company 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 undertaking of the Company shall be conducted or in relation to any other matter arising in the course of such management.
SECTION 11: 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 of the undertakings owned by the Company, which have vested in the Central Government or in Andrew Yule under this Act, and which belong to the Company or would have so belonged, if the undertakings owned by the Company had not vested in the Central Government or Andrew Yule, shall be liable to account for the said assets, books, documents and other papers to the Central Government or Andrew Yule and shall deliver them up to the Central Government or Andrew Yule or to such person or persons as the Central Government or Andrew Yule specify in this behalf.
(2) The Central Government or Andrew Yule may take or cause to be taken all necessary steps for securing possession of the undertakings of the Company which have vested in the Central Government of Andrew Yule under this Act.
(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 properties 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 Andrew Yule shall afford to the Company all reasonable facilities.
CHAPTER 5 PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY
SECTION 12: CONTINUANCE OF EMPLOYEES
(1) Every person who has been, immediately before the appointed day, employed in any of the undertakings of the Company shall become,-
(a) on and from the appointed day, an employee of the Central Government; and
(b) where the undertakings of the Company are directed under sub-section (1) of section 6-to vest in Andrew Yule, an employee of Andrew Yule on and from the date of such vesting, and shall hold office or service under the Central Government or Andrew Yule, 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 Andrew Yule, 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 Andrew Yule 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 undertaking of the Company to the Central Government or Andrew Yule shall not entitle such officer or other employee to any compensation under this Act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority.
SECTION 13: PROVIDENT FUND AND OTHER FUNDS
(1) Where the Company has established a provident fund, superannuation fund, welfare fund or any other fund for the benefit of the persons employed in any of the undertakings of the Company, the monies relatable to the officers or other employees, whose services have become transferred by or under this Act, to the Central Government or Andrew Yule, shall, out of the monies standing, on the appointed day, to the credit of such provident fund, superannuation fund, welfare fund or other fund, stand transferred to, and vest in the Central Government or Andrew Yule, as the case may be.
(2) The monies which stand transferred under sub-section (1) to the Central Government or Andrew Yule, as the case may be, shall be dealt with by that Government or that company in such manner as may be prescribed.
CHAPTER 06 COMMISSIONER OF PAYMENTS
SECTION 14: APPOINTMENT OF COMMISSIONER OF PAYMENTS
(1) The Central Government shall, for the purpose of disbursing the amounts payable to the Company under sections 7-and8-, 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 15: 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 the amount specified in section 7 -, and
(b) an amount equal to the amount payable to the Company under section 8 -.
(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 he 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) The interest accruing on the amount standing to the credit of the de- posit account referred to in sub-section (2) shall enure to the benefit of the Company.
86540
103860
630
114
59824