The National Company Limited (Acquisition and Transfer of Undertakings) Act, 1980
Administered Ministry: Ministry of Textiles
Section
Section 21 Admission or rejection of claims.
(1) After examining the claims with reference to the priorities set out in the Schedule, the Commissioner shall fix a date on or before which every claimant shall file the proof of his claim.
(2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such regional language as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the period specified in the advertisement.
(3) Every claimant who fails to file the proof of his claim within the period specified by the Commissioner shall be excluded from the disbursement made by the Commissioner.
(4) The Commissioner shall, after such investigation as may, in his opinion, be necessary and after giving the Company an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit or reject the claim in whole or in part.
(5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sitting and shall, for the purpose of making any investigation under this Act, have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely:--
(a) the summoning and enforcing the attendance of any witness and examining him on oath;
(b) the discovery and production of any document or other material object producible as evidence;
(c) the reception of evidence on affidavits;
(d) the issuing of any commission for the examination of witnesses.
(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the Indian Penal Code (45 of 1860) and the Commissioner shall be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973 (2 of 1974).
(7) A claimant who is dissatisfied with the decision of the Commissioner may prefer an appeal against such decision to the High Court within the local limits of whose jurisdiction the registered office of the Company is situated:
Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner, such appeal shall be heard and disposed of by not less than two Judges of that High Court.
(2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such regional language as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the period specified in the advertisement.
(3) Every claimant who fails to file the proof of his claim within the period specified by the Commissioner shall be excluded from the disbursement made by the Commissioner.
(4) The Commissioner shall, after such investigation as may, in his opinion, be necessary and after giving the Company an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit or reject the claim in whole or in part.
(5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sitting and shall, for the purpose of making any investigation under this Act, have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely:--
(a) the summoning and enforcing the attendance of any witness and examining him on oath;
(b) the discovery and production of any document or other material object producible as evidence;
(c) the reception of evidence on affidavits;
(d) the issuing of any commission for the examination of witnesses.
(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the Indian Penal Code (45 of 1860) and the Commissioner shall be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973 (2 of 1974).
(7) A claimant who is dissatisfied with the decision of the Commissioner may prefer an appeal against such decision to the High Court within the local limits of whose jurisdiction the registered office of the Company is situated:
Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner, such appeal shall be heard and disposed of by not less than two Judges of that High Court.
Section 22 Disbursement of money by the Commissioner.
After admitting a claim under this Act, the amount due in respect of such claim shall be paid by the Commissioner to the person or persons to whom such amount is due and on such payment, the liability of the Company in respect of any claim relating to the undertakings owned by it shall stand discharged.
Section 23 Disbursement of amounts to the Company.
(1) If out of the monies paid to him in relation to any undertaking owned by the Company there is a balance left after meeting the liabilities as specified in the Schedule, the Commissioner shall disburse such balance to the Company.
(2) Where the possession of any machinery, equipment or other property has vested in the Central Government or any existing, or new, Government company under this Act, but such machinery, equipment or other property does not belong to the Company, it shall be lawful for the Central Government or, as the case may be, the existing, or new, Government company, to continue to possess such machinery or equipment or other property on the same terms and conditions under which they were possessed by the Company, immediately before the appointed day.
(2) Where the possession of any machinery, equipment or other property has vested in the Central Government or any existing, or new, Government company under this Act, but such machinery, equipment or other property does not belong to the Company, it shall be lawful for the Central Government or, as the case may be, the existing, or new, Government company, to continue to possess such machinery or equipment or other property on the same terms and conditions under which they were possessed by the Company, immediately before the appointed day.
Section 24 Undisbursed or unclaimed amount to be deposited with the general revenue account.
Any money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the office of the Commissioner is finally would up, shall be transferred by the Commissioner, before his office is finally wound up, to the general revenue account of the Central Government; but a claim to any money so transferred may be preferred to the Central Government by the person entitled to such payment and shall be dealt with as if such transfer had not been made, and the order, if any, for payment of the claim being treated as an order for the refund of revenue.
Section 25 Act to have overriding effect.
The provisions of this Act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this Act, or in any decree or order of any court, tribunal or other authority.
Section 26 Assumption of liability.
(1) Where any liability of the Company arising out of any item specified in any category in Part I of the Schedule is not discharged fully by the Commissioner out of the amounts paid to him under this Act, the Commissioner shall intimate in writing to the Central Government the extent of the liability which remains undischarged and that liability shall be assumed by the Central Government.
(2) The Central Government may, by order, direct the existing, or new, Government company in which the undertakings of the Company become vested by virtue of any direction made under sub-section (1) of section 5 or declaration made under sub-section (1) of section 6, to take over the liability assumed by the Central Government under sub-section (1), and on receipt of such direction, it shall be the duty of such existing, or new, Government company to discharge such liability.
(2) The Central Government may, by order, direct the existing, or new, Government company in which the undertakings of the Company become vested by virtue of any direction made under sub-section (1) of section 5 or declaration made under sub-section (1) of section 6, to take over the liability assumed by the Central Government under sub-section (1), and on receipt of such direction, it shall be the duty of such existing, or new, Government company to discharge such liability.
Section 27 Management to continue to vest in the Custodian until alternative arrangements have been made.
Notwithstanding the vesting under this Act of the undertakings of the Company in the Central Government or an existing, or a new, Government company,--
(a) the Custodian who has been managing the affairs of such undertaking before the date on which the undertaking had so vested shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, for the management of such undertakings continue to manage the affairs of the undertakings, as if the Custodian had been authorised by the Central Government or, as the case may be, such Government company, to manage such undertakings;
(b) the Custodian or any person authorised by him for this purpose shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, continue to be authorised to operate, in relation to the undertakings of the Company, any account of such undertakings in any bank as if the Custodian or the person authorised by him had been authorised by the Central Government or such Government company to operate such account.
(a) the Custodian who has been managing the affairs of such undertaking before the date on which the undertaking had so vested shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, for the management of such undertakings continue to manage the affairs of the undertakings, as if the Custodian had been authorised by the Central Government or, as the case may be, such Government company, to manage such undertakings;
(b) the Custodian or any person authorised by him for this purpose shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government company, continue to be authorised to operate, in relation to the undertakings of the Company, any account of such undertakings in any bank as if the Custodian or the person authorised by him had been authorised by the Central Government or such Government company to operate such account.
Section 28 Contracts to cease to have effect unless ratified by the Central Government or the Government company.
Every contract entered into by the Company in relation to any of the undertakings owned by it, which has vested in the Central Government under section 3, for any service, sale or supply and in force immediately before the appointed day, shall, on and from the expiry of a period of one hundred and eighty days from the appointed day, cease to have effect unless such contract is, before the expiry of that period, ratified, in writing, by the Central Government, or the existing, or new, Government company, in which such undertakings have been vested under this Act, and in ratifying such contract the Central Government or such Government company may make such alteration or modification therein as it may think fit:
Provided that the Central Government or such Government company shall not omit to ratify a contract and shall not make any alteration or modification in a contract--
(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the Central Government or such Government company; and
(b) except after giving the parties to the contract a reasonable opportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification therein.
Provided that the Central Government or such Government company shall not omit to ratify a contract and shall not make any alteration or modification in a contract--
(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the Central Government or such Government company; and
(b) except after giving the parties to the contract a reasonable opportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification therein.
Section 29 Penalties.
Any person who,--
(a) having in his possession, custody or control any property forming part of the undertakings owned by the Company, wrongfully withholds such property from the Central Government or the Government company; or
(b) wrongfully obtains possession of, or retains, any property forming part of, the undertakings owned by the Company; or
(c) wilfully withholds or fails to furnish to the Central Government or the existing, or new, Government company or any person or body of persons specified by that Government or such Government company, as the case may be, any document relating to the undertakings owned by the Company, which may be in his possession, custody or control; or
(d) fails to deliver to the Central Government or the existing, or new, Government company or any person or body of persons specified by that Government or Government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the undertakings owned by the Company; or
(e) wrongfully removes or destroys any property forming part of the undertakings owned by the Company or prefers any claim under this Act which he knows or has reason to believe to be false or grossly inaccurate,
shall be punishable with imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees.
(a) having in his possession, custody or control any property forming part of the undertakings owned by the Company, wrongfully withholds such property from the Central Government or the Government company; or
(b) wrongfully obtains possession of, or retains, any property forming part of, the undertakings owned by the Company; or
(c) wilfully withholds or fails to furnish to the Central Government or the existing, or new, Government company or any person or body of persons specified by that Government or such Government company, as the case may be, any document relating to the undertakings owned by the Company, which may be in his possession, custody or control; or
(d) fails to deliver to the Central Government or the existing, or new, Government company or any person or body of persons specified by that Government or Government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the undertakings owned by the Company; or
(e) wrongfully removes or destroys any property forming part of the undertakings owned by the Company or prefers any claim under this Act which he knows or has reason to believe to be false or grossly inaccurate,
shall be punishable with imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees.
Section 30 Offences by companies.
(1) Where an offence under this Act has been committed by a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:
Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.
Explanation.--For the purposes of this section--
(a) "company" means any body corporate and includes a firm or other association of individuals; and
(b) "director", in relation to a firm, means a partner in the firm.
Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.
Explanation.--For the purposes of this section--
(a) "company" means any body corporate and includes a firm or other association of individuals; and
(b) "director", in relation to a firm, means a partner in the firm.
Section 31 Protection of action taken in good faith.
(1) No suit, prosecution or other legal proceeding shall lie against the Central Government or any officer of that Government or the existing, or new, Government company in which the undertakings of the Company have vested under this Act or other person authorised by that Government or Government company for anything which is in good faith done or intended to be done under this Act.
(2) No suit or other legal proceeding shall lie against the Central Government or any of its officers or other employees or the existing, or new, Government company aforesaid or any officer or other person authorised by that Company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Act.
(2) No suit or other legal proceeding shall lie against the Central Government or any of its officers or other employees or the existing, or new, Government company aforesaid or any officer or other person authorised by that Company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Act.
Section 32 Delegation of powers.
(1) The Central Government may, by notification, direct that all or any of the powers exercisable by it under this Act, other than the powers conferred by this section and sections 33 and 34, may also be exercised by such person or persons as may be specified in the notification.
(2) Whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision of the Central Government.
(2) Whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision of the Central Government.
Section 33 Power to make rules.
(1) The Central Government may, by notification, makes rules for carrying out the provisions of this Act.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:--
(a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4 shall be given;
(b) the form and manner in which and the conditions under which accounts shall be maintained by the Custodian or Custodians, as required by sub-section (3) of section 10;
(c) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section 14, shall be dealt with;
(d) any other matter which is required to be, or may be, prescribed.
(3) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.
(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:--
(a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4 shall be given;
(b) the form and manner in which and the conditions under which accounts shall be maintained by the Custodian or Custodians, as required by sub-section (3) of section 10;
(c) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section 14, shall be dealt with;
(d) any other matter which is required to be, or may be, prescribed.
(3) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.
Section 34 Power to remove difficulties.
If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order, not inconsistent with the provisions of this Act, remove the difficulty:
Provided that no such order shall be made after the expiry of a period of two years from the appointed day.
Provided that no such order shall be made after the expiry of a period of two years from the appointed day.
Section 35 Repeal and saving.
(1) The National Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1980 (4 of 1980), is hereby repealed.
(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed shall be deemed to have been done or taken under the corresponding provisions of this Act.
(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed shall be deemed to have been done or taken under the corresponding provisions of this Act.