Bird and Company Limited (Acquisition and Transfer of Undertakings and Other Properties ) Act, 1980
No: 67 Dated: Dec, 27 1980
THE BIRD AND COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS AND OTHER PROPERTIES) ACT, 1980
ACT NO. 67 OF 1980
An Act to provide for the acquisition and transfer of the undertakings of the Bird and Company Limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the country and for the acquisition of shares held by the Bird and Company Limited in the specified companies for the purpose of securing to those undertakings the facilities and advantages derived by reason of such shareholding with respect to the operation and functioning of those undertakings and also to enable the Central Government to exercise such control over the affairs of the specified companies as is necessary to ensure that the affairs of those companies are not mismanaged and for matters connected therewith or incidental thereto.
WHEREAS the Bird and Company Limited were engaged in the manufacture of E.O.T. cranes and other varieties of cranes; polystyrene based cation exchange resin; equipment for fertilizers, oil refineries, steel plants, petro-chemical and other industries; tanks and vessels of various shapes and sizes, water treatment equipment and other types of equipment for the control of water pollution and were also engaged in various other activities;
AND WHEREAS the top management of the Bird and Company Limited had so mismanaged the affairs of that Company as to cause heavy losses to the Company and had also managed the affairs of the Company in a manner prejudicial to the interests of the Company and the public interest;
AND WHEREAS in view of the mismanagement aforesaid, the Central Government had, in pursuance of the provisions of section 408 of the Companies Act, 1956 (1 of 1956), appointed six directors on the Board of directors of the Bird and Company Limited;
AND WHEREAS investment of a large amount is necessary for the maintenance and development of the production of the undertakings of the Company;
AND WHEREAS it is necessary in the public interest to acquire the undertakings of the Bird and Company Limited to enable the Central Government to have such investment made and to ensure that the interests of the general public are served by the continuance, by the undertakings of the Company, of the manufacture, production and distribution of goods or articles which are essential to the needs of the economy of the country;
AND WHEREAS the Bird and Company Limited is holding shares in the specified companies which are either engaged in the production, distribution or marketing of goods which are vital to the needs of the country or are engaged in providing finance to other companies which are so engaged and it is expedient in the public interest to acquire the said shares to secure for the undertakings of the Company the facilities and advantages derived by reason of such shareholding with respect to the operation and functioning of such undertakings and also to enable the Central Government to exercise, through such shareholdings, such control on the affairs of those companies as may be necessary to prevent their mismanagement;
BE it enacted by Parliament in the Thirty-first Year of the Republic of India as follows:—
CHAPTER I
PRELIMINARY
1. Short title and commencement.—(1)This Act may be called the Bird and Company Limited (Acquisition and Transfer of Undertakings and Other Properties ) Act, 1980.
(2) It shall be deemed to have come into force on the 25th day of October, 1980.
2. Definitions.—In this Act, unless the context otherwise requires,—
(a) “appointed day” means the 25th day of October, 1980;
(b) “Commissioner” means the commissioner of Payments appointed under section 13;
(c) “Company” means the Bird and Company Limited, being a company as defined in the Companies Act, 1956 (1 of 1956), and having its registered office at Chartered Bank Buildings, Calcutta-700001, in the State of West Bengal;
(d) “notification” means a notification published in the Official Gazette;
(e) “prescribed” means prescribed by rules made under this Act;
(f) “share” means a share, whether equity or preference, held by the Company in the capital of a specified company and includes any such share pledged by the Company with any bank or any other creditor;
(g) “specified company” means a company specified in Schedule I;
(h) “specified date”, means such date as the Central Government may, for the purposes of any provision of this Act, by notification, specify, and different dates may be specified for different provisions of this Act;
(i) words and expressions used 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.
CHAPTER II
ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY AND OF SHARES HELD BY THE COMPANY IN THE SPECIFIED COMPANIES
3. Transfer to, and vesting in, 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.
4. Transfer and vesting of shares held by the Company in the specified companies.—(1) On the appointed day, all the shares held by the Company in the specified companies shall, by virtue of this Act, stand transferred to, and vest in, the Central Government.
(2) The Central Government shall be deemed, on and from the appointed day, to have been registered in the Register of Members of the concerned specified company as the holder of each share which stands transferred to, and vested in, it by virtue of the provisions of sub-section (1).
(3) For the removal of doubts, it is hereby declared that the provisions of sub-sections (1) and (2) shall not be deemed to affect,—
(a) any right of a specified company subsisting, immediately before the appointed day, against the Company to recover from it any sum of money on the ground that the Company has not paid or credited to the specified company the whole or any part of the value of the shares held by it, or on any other ground whatsoever; or
(b) any right of a specified company subsisting, immediately before the appointed day, against the Company to receive any payments due from the Company.