Bengal Chemical And Pharmaceutical Works Limited Act, 1980

Section 1

1. Short title and Commencement.- This Act may be called the Bengal Chemical and Pharmaceutical Works Limited (Acquisition and Transfer of Undertaking) Act 1980. (2) It shall come into force such date as the Central Government may, by notification, appoint.

Section 2

2. Definitions.- In this Act, unless the context otherwise requires,- (a) "appointed day" means the date of commencement of this Act, (b) "Commissioner" means the commissioner of Payments appointed under section 16; (c) "Company" means the Bengal Chemical and Pharmaceutical Works Limited, being a company as defined in the Companies, Act, 1956(1 of 1956), and having its registered office at 6, Ganesh Chunder Avenue, Calcutta-700 013; (d) "existing Government company" means a Government company which is carrying on business on the appointed day. (e) "new Government company" means a Government company formed and registered on or after the appointed day; (f) "notification" means a notification published in the Official Gazette; (g) "prescribed" means prescribed by rules made under this Act; (h) "specified date", means such date as the Central Government may, for the purpose of any of the provisions of this Act, by notification, specify, and different dates may specified for different provisions of this Act. (I) words and expressions under herein and not defined, but defined in the Companies Act, 1956(1 of 1956), shall have the meanings, respectively, assigned to them in that Act.

Section 3

Transfer to, and vesting in, the Central Government of the undertaking of the Company.- On the appointed day, the undertaking of the Company and the right, title and interest of the Company in relation to that undertaking shall, by virtue of this Act, stand transferred to , and shall vest in, the Central Government.

Section 4

General effect of vesting.- (1) The undertaking of the Company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including land, buildings, offices, factories, workshops, stores, instruments, plants, machinery and equipment, installations, laboratories, office furniture, stationery and equipment, vehicles, patents, trade marks, cash balance, cash on hand, reserve funds, investments, books, 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 and assets 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, or other authority restricting the use of such properties or assets in any manner or appointing any receiver in respect of the whole or any part of such properties or assets shall be deemed to have been withdrawn.

Section 5

Central Government or existing, or new, Government company, not to liable for certain prior liabilities.- (1) Every liability of the Company in respect of any period prior to the 1st day of April, 1979, shall be the liability of the Company and shall be enforceable against it and not against the Central Government, or where the undertakings of the Company are directed, under section 6, to vest in an existing Government Company, or become transferred by virtue of the provisions of section 7, to a new Government company, against such Government company. (2) Any liability incurred by, or arising against, the Company on or after the 1st day of April, 1979, including the liability to repay loans advanced to the Company by the Central Government on or after that day, together with the interest due thereon, shall be liability;- (a) Where the undertakings of the Company are directed, under section 6, to vest in an existing Government company, of that existing Government company; or (b) where the undertakings of the Company become transferred by virtue of the provisions of section 7, to a new Government company, of that new Government Company.

Section 6

Power of Central Government to direct vesting of the undertakings of Company in an existing Government Company.- (1) Notwithstanding anything contained in sections 3 and 4, and subject to the provisions of section 7, the Central Government may, if it is satisfied that an existing 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 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 that existing Government company either on the date of publication 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.

Section 7

Transfer of undertakings of Company from an existing Government company to a new government company.- (1) Notwithstanding anything contained in section 3 and 4, where the undertakings of the Company have been directed, under sub-section (1) of section 6, to vest in an existing Government company, the Central Government may, if it is satisfied that a new Government company is willing to comply, or has complied, with such terms and conditions as that Government may think fit to impose, declare, by notification, that the undertakings of the Company be transferred to that new Government company; and on the issue of such declaration, the right, title and interest of the Company in relation to its undertakings, which had been directed under sub-section (1) of section 6 to vest in an existing Government company, shall, instead of continuing to vest in that existing Government company, vest in that new Government company with effect from the date on which such declaration is made.

Section 8

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 five hundred and two lakhs and four thousand.

Section 9

Payment of further amounts.- (1) For the deprivation of the Company of the management of its undertakings, there shall be given to the company by the Central Government an amount calculated at the rate of two thousand rupees per month for the period commencing on the date on which the management of the undertakings of the Company was taken over by the persons authorised by the Central Government under section 18A of the Industries (Development and Regulation) Act, 1951(65 of 1951), and ending on the appointed day. (2) The amount specified in section 8, and the amount determined under sub-section (1), 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. (3) The amount determined in accordance with the provisions of sub-section (1) and (2) shall be paid by the Central Government to the Company in addition to the amount specified in section 8. (4) 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 8, and also from the amount determined under sub-section (1) in accordance with the rights and interests of the creditors of the Company.

Section 10

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,- (a) Where a direction has been given by the Central Government under sub-section (1) of section 6, vest on and from the date specified in such direction, in the existing Government company specified therein; or (b) where a declaration has been made under sub-section (1) of section 7, vest, on and from the date of such declaration, in the new Government company specified therein; or (c) Where no direction referred to in clause (a) or declaration under clause (b) has been given or made, vest, on and from the appointed day, in one or more Custodians appointed by the Central Government under sub-section (2), and thereupon the existing, or new, 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 Company is authorised to exercise and do in relation to the undertakings owned by it.

Section 11

Duty of persons in charge of management of undertakings of the Company to deliver all assets, etc.- (1) On the vesting of the management of the undertakings of the Company in the existing, or new, Government company, or on the appointment of a Custodian or Custodians, all persons in charge of the management of the undertakings of the Company immediately before such vesting or appointment shall be bound to deliver to such Government company, or Custodian or Custodians, as the case be, all assets, books of account, registers and other documents in their custody relating to the undertakings of such Company. (2) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the existing, or new, Government company or the Custodian or Custodians as to the powers and duties of such Government company, or Custodian or Custodians and such Government company, or Custodian or Custodians 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 undertakings of the Company shall be conducted or in relation to any other matter arising in the course of such management.

Section 12

Accounts to be rendered by the Company or any other person.- (1) Where, in pursuance of any decree, order or injunction of any court or otherwise- (a) the authorised persons were, after the date on which the management of the undertakings of the Company was taken over by them under section 18A of the Industries (Development and Regulation) Act, 1951(65 of 1951) and before the appointed day; or (b) the Central Government or the existing, or new, Government company, as the case may be, is, on or after the appointed day

Section 13

Accounts and audit.- The Custodian or Custodians of the undertakings of the Company shall maintain an account of the undertakings of the Company in such form and manner and under such conditions as may be prescribed and the provisions of the Companies Act, 1956(1 of 1956), shall apply to the audit of the account so maintained as they apply to the audit of the accounts of a company.

Section 14

Employment of certain employees to continue.- (1) Every person who has been, immediately before the appointed day, employed in any undertaking 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 an existing, Government company, or are transferred by virtue of the provisions of section 7, to a new Government company, an employee of such Government company on and from the date of such vesting or transfer.

Section 15

Provident fund and other funds.- (1) Where the Company has established a provident fund, superannuation fund, welfare fund or other fund for the benefit of the persons employed in any of the undertakings of the Company, the monies relatable to the employees, whose services have become transferred by or under this Act to the Central Government or an existing, or a new, Government company, as the case may be, shall, out of the monies standing, on the appointed day, to the credit of such provident fund, superannuation, welfare or other fund, stand transferred to , and shall vest in, the Central Government or the existing, or new, Government company, as the case may be. (2) The monies which stand transferred under sub-section (1) to the Central Government or the existing, or new, Government company, as the case may be, shall be dealt with by that Government or that company in such manner as may be prescribed.

Section 16

Appointment of Commissioner of Payments.- (1) The Central Government shall, for the purpose of disbursing the amounts payable under sections 8 and 9, 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 17

Payment by Central Government to the Commissioner.- (1) The Central Government shall, within thirty days, pay in cash to the Commissioner, for payment to each of the Company,- (a) an amount equal to the amount specified in section 8, and (b) an amount equal to the amounts payable to the Company under section 9.

Section 18

Certain powers of Central Government or existing, or new, Government company.- (1) The Central Government or the existing, or new, Government company, as the case may be, shall be entitled to receive up to the specified date, to the exclusion of all other persons, any money due to the Company, in relation to its undertakings which have vested in the Central Government or the existing, or new, Government company, as the case may be, and realised after the appointed day notwithstanding that the realisation pertains to a period prior to the appointed day. (2) The Central Government, or the existing, or new, Government company, as the case may be, may make a claim to the Commissioner with regard to every payment made by it after the appointed day for discharging any liability of the Company in relation to any period prior to the 1st day of April, 1979; and every such claim shall have priority, in accordance with the priorities attaching, under this Act, to the matter in relation to which such liability has been discharged by the Central Government or the existing, or new, Government company, as the case may be.

Section 19

Claims to be made to the Commissioner.- Every person having a claim against the Company shall prefer such claim before the Commissioner within thirty days from the specified date : Provided that if the Commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty days and not thereafter.

Section 20

Priority of claims.- The claims arising out of the matters specified in the Schedule shall have priorities in accordance with the following principles:- (a) Category I shall have precedence over all other categories and Category II shall have precedence over Category III, and so on; (b) the claims specified in each of the categories shall rank equally and be paid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proportions and be paid accordingly

Section 21

Examination of claims.- (1) On receipt of the claims made under section 19, the Commissioner shall arrange the claims in the order of priorities specified in the Schedule and examine the same in accordance with such order of priorities. (2) If, on examination of the claims, the Commissioner is of opinion that the amount paid to him under this Act is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine the claims in respect of such lower category.

Section 22

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 certain date on or before which every claimant shall file the proof of his claim, failing which he shall be excluded from the benefit of the disbursements made by the Commissioner. (2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in such issue of any daily newspaper in the English language and in such issue of 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.

Section 23

Disbursement of money by Commissioner to claimants.- 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 such claim shall stand discharged.

Section 24

Disbursement of amounts to the Company and possession of certain machinery, equipment, etc.- (1) If, out of the monies paid to him in relation to the undertakings of the Company, there is a balance left after meeting the liabilities in accordance with the priorities specified in the Schedule, the Commissioner shall disburse such balance to the company. (2) Where any machinery, equipment or other property has vested under this Act in the Central Government or the existing, or new, Government company, as the case may be, but such machinery, equipment or other property does not belong to the Company, it shall be lawful for the Central Government or the existing, or new, Government company, as the case may be, to continue to possess such machinery or equipment and other property on the same terms and conditions under which they were possessed by the Company immediately before the appointed day.

Section 25

Undisbursed or unclaimed amount to be deposited to 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 wound up, shall be transferred by the Commissioner, 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 the payment of the claim being treated as an order for the refund of the revenue.

Section 26

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 27

Contracts to cease to have effect unless ratified by the Central Government or the Government company or existing, or new, Government company.- Every contract entered into by the Company in relation to its undertaking, for any service, sale or supply, and in force immediately before the appointed day, shall, on and from the expiry of one hundred and eighty days from that day, cease to have effect unless such contract is, before the expiry of the said period, ratified, in writing, by the Central Government or, as the case may be, the existing, or new, Government company, and in ratifying such contract, the Central Government or as the case may be, the existing, or new, Government company may make such alteration or modification therein as it may think fit.

Section 28

Penalties.- Any person who- (a) having in his possession, custody or control any property forming part of any undertaking of the Company, wrongfully withholds, such property from the Central Government or the existing, or new, Government company; as the case may be, or any person or body of persons authorised by that Government or existing, or new, Government company; or (b) wrongfully obtains possession of or retains, any property forming part of any undertaking of the Company; or wilfully withholds or fails to furnish to the Central Government or, as the case may be, the existing or new, Government company or any person or body of persons authorised by that Government or Government company, any document relating to such undertakings which may be in his possession, custody or control or fails to deliver to the Central Government or as the case may be, the existing, or new, Government company, or any person or body of persons authorised by that Government or existing, or new, Government company, any assets, books of account, registers or other documents in his possession.custody or control, relating to the undertakings of the Company; or (c) wrongfully removes or destroys any property forming part of any undertaking of the Company; or prefers any claims under this Act which he knows or has reasonable cause to believe to be false or grossly inaccurate.

Section 29

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.

Section 30

Protection of action taken in good faith.- No suit, prosecution or other legal proceeding shall lie against the Central Government or any officer of that Government or the Custodian of the undertakings of the Company or the existing, or new, Government Company or any officer or other person authorised by that Government or existing, or new, Government company for anything which is in good faith done or intended to be done under this Act.

Section 31

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, or section 32, or section 33, may also be exercised by such person or person 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.

Section 32

Power to make rules.- (1) The Central Government may, by notification, make rules for carrying out the provisions of his 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 the manner in which, and the conditions under which, the Custodian or Custodians shall maintain accounts as required by section 13; (c) the manner in which monies in any provident fund or other fund referred to in section 15 shall be dealt with; (d) any other matter which is required to be, or may be, prescribed

Section 33

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.