The ODISHA TEXTILE, MILLS LIMITED (ACQUISITION OF SHARES) ACT, 1983

l85' ORISSA ACT 37 OF 1983 *[THE oIUSSA TEXTILE, MILLS LIMITED (ACQUSmON OF SB ARES) ACT, 1983) AN ACT TO PROY~DEF OR THE ACOUSITION 01: SHARES OF THE ORISSA TEXTILE MLLS LIMITED WITH A VIEW TO SECURING PROPER MANAGEKENT OF AFFAIRS OF THE COMPANY AND THE CONTIKUITY I AND DEvELOP~IENT OF THE PRODCIC7 ION OF I GOODS WHICH ARE VITAL TO THE SEEDS ' OF THE COUNTRY AND FOR MATTERS CONNECTED THEREWITH OR I INCIDENTAL THEREOF ! Bc it enactcd by the Legislature of the, Sthte pi Ofissa in the Thirty-fourth Year of thc Republic of India, as follows:- i CHAPTER I i 1.(1) Tlus Act may be callcd the Orissa Tcxlilc Mills Limited (~cquihtion I of Shares) Act, 1983. ad I c o m m ~ ~ - am. (2) It shall be deenird to havc come into force on.t he- 27th day of August, 1983. 2. To this Act, U~~CStShe context otllcrwise requires,- (a) "appointed day" means tllc date of commencement or this Act; (b) "bank" mcans a banking company within the meaning or the Bang& of 1949 ~e~uhtioAnc t, 1949 ; (c) "Commissiunci' mcans thc Commi.;sioaer of plzymenls appointed under section 6 ; , , , (4 "Company" mcans the Orissa Textile Mills Limited, being a company 1456 wthin the mealling ofrhe Companies Act, 1956 and Living its registered office at Choudwxr in the State of Orissa; (c) "Sharc" means n share, whelher prcfcrcnce sharc or equity sharc, jn the capital of the Company and includes tr share pled@ by any shareholder with any bank or other creditor; O) "Shareholder" means,- (;? a person who, ~~amediatelbyc forc the appointed day, was registered by the Company as the holder of any share and includes his legal representative; or (ii) a person who, before the appointed day, had lodged with the ailg56 Company a proper instrument of transfer of any share in the fom prescribed under scction 108 of the Cornpanics Act, 1956, and cxecuted in accordance with the provisions of that section;or * For Statement of 0b jects and reasons see Qrissa Gazette, Extraordinary, dated the 9th September 1983 {IISO). THE ORISSA TEXTTLE MILLS LIMITED (ACQUISITION OF SHARES) ACT, 1983 [Oris>a Act 27 of 19831 (Secs. 3 4 ) (iig a person who claims uhder a proper instrument of transfer of any share in the form prescribed under section 108 of the Companies Act, 1956, and delivers such instrument to the C o d - l ,f ,956 ssioner, duly executed, on or before such date as the State , Government may, by notification, specify in ths behalf; (g) "spec6ed dare" means such date as the State 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; (It] Words and expressions used herein and not debned but defined in the Companies Act, I956 have the meanings respectively assigned to them in i of 1956 that Act. CHAPTER I1 ACQuISlTION OF THE SHARES OF THE COMPANY T-T~ alld 3. (1) On the appoiated day, all the shares of the Company, other than the rstlng of shares specified in the schedule shall, by virtuc of this Act, stand transferred 'to , , ,,,,,!, &ares and vest in thc State Government. ,.. CompaOY In the slate Government. (2) The State Govcrriment shall be decrned, on and from the ap'pointed day, to have been registered in the Register of members of the Company. as the hoIder OF each share which stands transfemed to , and vested in ~ t ,b y vlrhre of the provisions of sub-section (1). (3) All the shares which have vested in the 'State Government under ! sub-section (I), shall, by force of such vesting, be freed and discharged of all wsts, liabilities, obligations, mortgages, charges, Iiens and other encumbrances . affecting them, and any attachments injunction or any decree or order OF any Court, tribunal or other authority restricting the use of such shares in any mner shall be deemed to have been withdrawn. (4) For the remod of doubts, it is hereby declared that the provisions of sub-section (1) and (2) shall not be deemed to d e c t (a) any right OF the Company subsisting immediately before the appointed day, against any shareholder to recover from such shareholder any sum of money on the ground that the shareholder has not- pid or crelted to thc Company the whole 01 any part of the value of ihe shares held by him or on any other groul-d whatsoever; or (b) any right of the shareholder subsisting, immediately before the appointed day, against the company to receive my dividend or other payment due from the Company. ! - Papnt of 4. '(I j For the transfer to and vesting in the State ~overnmentu nder section 3, amountg. of the shares of the Company, thcre shall be given by the State Government to the concerned shareholders of the. Company in cash and in the manner specified in section 6, an mount of rupees ten for each preference share of rupees one hundred and rupee one for each equity share of rupees ten. . ' (2)'mea mount referred to in sub-section (I), shall carry simple interest at the rate of four pzr cent pzr annum ror the period commmcing on the appointed day and cnding on the date oq which payment of such amount is made by the $.rate Government to the Comssioner, . , . . THE ORISSA TEmLE MILLS LIMITED (ACQUISITION OF SHARES) ACT, 1983 [ Oris~aA ct 27 of 1983 ] ' moatment 1 5. (1) The State Government shall, for the purpose of disbursing the rrmounts of Cornmi- ,i., of payable to share holders of the Company under section 4, by notihation ~umafs. appoint a Commissioner of Payments. j (2) The State Goverj~mentm ay appoint such other persons as it may think M to assist the Commissioner and thereupon the Commigsioner may aut ' horise I one or more of such persons also to exercise all or any of the powers exer- .cisable by him under this Act and different persons may be authorised to exercise diRerent powers. . , , , (3) Any pecson authorised by the Commissioner to exerc I i ' s e any of the powers exercisabIe by the Commissioncr may exercise those powcrs in the same manner and to the same effect as if they have been confmed on that pmon directly by this Act and not by way of authorisation. (4) The'r alarier and allowances of the ~ommis~ioncarn d other persons a p p o d , i under this section shaIl be deftayed out of the Consolidated Fund of the State; . . paymen; by 6. (I) The State ~bveinment shall, within thirty hap f&m the specified ' the Stab c da te, pay in ash to the Commissioner for payment to the shareholders of the Oomment I &tothae - ompany- . :, ,.' ..- (A) an amount equal to the amount speci6ed in" sub-s, ection '(1) of shon 4; and m: - (b) an amount equal to the amount detemihcd' und& sub-section (2) of section 4. (2) A deposit account shall be opened by the State Govcrment in favour of the Commissioner in the Public Account of the State and every amount paid under this Act to the Commissioner shall be deposited by him to the credit of the said deposit account and the said deposit account shall Tbe operated by the Commissioner. . , , m (3) The interest accruing on the amount standing to the credit of the deposit -account referred to in sub-section (2), shall ensure to the benefit of the . share holders of the Company. . i any CIaZms to be 7. Evcq share holdcr having a claim in relation to share acquired by made t l the this Act shaIl prefer such claim before the Co-ssioncr within thi* days' 'from . the specified date : sioncr . I Provided that if the Co-ssioner is satislied that -the claimant . ~vas prevented I 1 by su5cient cause from preferring the claim within the period of,t hirty days, he may entertain the claim wlthin a further penod of thirty days and not thereafter. mamination 8. On receipt of the claims made under section 7, the -Commissioner shall , of claim. separately arrange the claims in relation to preference shares and in !.relation to equity shares and examine the claims in relation to each such share. . A or d r r n e l j ~ ec io tl o o n.on o 9 r . ( b 1) e fo A re ft e w r h e ic x h a m e i v n e in ry g c th la e i m c a la n i t m s s, h t d he f i C le o m th m e iss p io r n o e o r f o sh f al b l i s f c ix la im a . certain date ' of clams. . . . , , I. ,I i ' I .-, I , (2) Not: less than fourteen days ndtice of the date so fixed shall be' givei ' 'I -by advertisement in one issue of the daily newspaper' in the cnglish language 1 - and in one issue of such daily newspaper 'in the regional language as ,the Commi- , . , I :ssioner 'may consider surtable, and cvery such notice shall call upon the claimant - ,:, ,to 'file the praol of his claim with tFe Commissioner witbin the time 'specfied in the advertisement. . .J,. , . . . . , I , .. ,_ -.I:. + : . . -. THE oRISSA TEXTILE MILLS LIMITED (ACQUTSITION OF ; SHARES) ACT, 1983 I Orissa Act 27 of 1983 ] (3) Eycry cIaimant, who fails. to file the proof of his claim within the time ~pecifiedb y the Commissioner, shall be excluded rrom the disbursements made by the Comniissioner. : (4) The Commissioner shall, after such investigation as may, in his opinion be necessary, and after giving the Company an opportunity of rcfuting the claim andafter g i v i ~th e claimant a reasonable opportunity of beiq heard, in writing, admit or ,rcje.ct the claim in whole or in parr. (5) The Commissioner shall also dccide any dispute as to the person or personswhoace entitled to the amount and any dispute as to who are the legaI representatives of any deceased claimant, (6) The Commissioner shall have the power to rcgulate his 'own procedure in all matters arising out of discharge .of his functions, including thc place or places at which he will 'hold his sittiw and shall, for the- purpose of making an - investigation under this act, have the same powers as are vested in a civil court under the Code d Civil Procedure, 1908, whiIe trying a .suit, in respect 5 of 19d8 of the following rhattcrs, namely:- , (a) the summoning and enforcing the attendance of any witness and examining him an oath; (b) the discovery and pcoduccion of any document or other rsatefiat object producible as cvideace ; (c) the reception of evidence an adavirs; Id) lhe issuing of any commission or the cx:xammnatioonf *tnesses. (7) Anyinvestigation beTore the Commissioner shall. be deemed to be a judicial proceeding within the meaning of scctions 193 and 228 ofthc Indian Pcnal Code and the Commissioner shall bc deemed to be a Civjl Court for the purposes of 45 of t8MI section 345 and Chapter XXVI of the Codc of Criminal Procedure, 1973. 2 of 1974 (8) A claimant,' who is aggrjcvcd by the dccision of the Commissioner, may prefer an appeal agaimt: the decision to the , Principal CiviI Court of original jrisdiction within the local Airnib of whose ~urisdiction the registered office of the, Company is situated. 10. (1) After admitting a claim under this Act, the amount due in respect of each share acquired by virtue of this Act sball bc paid by the Cammisrioncr money by to the person or persons to whom such sums are due, and on such payment the liability Cmds- OF thc State Government in respect' of thc skarc so acquired shall stand discharged. donu to cldm3uts. (2) The Commissioner shall also apportion amonpt the share holders, i the amount paid to him by way of interest under sub-section (3) of section 6 and such apportionment shall be made on the basis of the amount due to each , shareholder. 11. Any money paid to the Commissioner which remain undisbursed or ~ ! ~ ~ ~ p d unclaimed on the date immediately preceding the datc an which the office of the amo~tot be Commissioner is finally wound up, ,&?ll, be transferred ,by the Commissioner before dcpsitcd lo his officei s M l y wound up to the gcaeral revenue account .of the State Govern- Ihe Bnerrl ment, but s claim to any money so rrasferrcd may be preferred to the State m m m -UIJt. Government by the person entilled to such payment and shall be dealt with a ifsuch transfer had not been made, the order, if any, for payment of the claim kiit re;rtd as a* order for the refund of revenue. . , TH E ERRlSSA TEXTJLE MILLS LIMITED (ACQWiSITION OF SHARES) Am, 1983 Power or 12. For the purposes of asascerkaini* whcther any person claiming paymcnt inspec lion. ,under this Act is a shareholder, the Comrnissioncr shall havc the ,right to- . Coj require anylipcoon, having tie possession, custody or control, of any register or rewrd of the Company, to produce such register or rccord before the Commissioner ; ,. ' , . (b) require aw person to make any statement or furnish any information . which may be required by the Commissioner. ! I Powcr or Cornmiss- 13. Wherz therc is any dispute so to the person of, persons who ,are entitled io~er to, : to any amount payable under this Act (including any dispute 'as to who arc insuiro into' . ,the 'Icgalr' epraseutatives of any deceased clairnaut' to the amount), the Commissioner dispu'm as may, after making such inquiry as he may -deem fit, make the payment to amouqt.,, such person as appears to him to be best entitled to receive the amount : ' {I::, .I . . , ! Provided that if the Commissioner is unable to determine as to who is the person entitled to the amouit. and ~considccs that thc. matter could, more appro. ptiately bc dealt with by the Principal CiviI Court of orfinal Jurisdiction witfin ;; !. ,the low1 limits.:o f,.w kse ;!jutisdiction thc registered, , ,ofice of , the Company is situated, hc may refer such di+pute to the. ?id wrti whose decision thereon shall be final : ~roidedf urher that ' &thing meitioncd herein ;hall affect the liability of any person, who,may rzceive the whoL or any part of the amount aIIowed under .' this Ad; ,to:pay!t he.same;~.toh e pewon- lawfully entitled thereto. , . , Doposit of 14. Where any disp,ute has been referred under Section 13 by the Commissioner aCmouorut.n t" ' -t'gt he' CiviiVCpuirt efiicdd rd' therein.'he shall dcposit' . t , h c , hount ' , i . n t : h at, . . ' r C , o . u . rt. . , : 1 I . . ' , I . ' . . . . ' , - I I . : . . ' : ; . . G H A ~ R m - . ' , # : ,I . ; , ., '. . 'MISCELLANEOUS - - ~~tol h a+= ' 1 , ' :,15. The provisiofis of,,t his [Act shau~'h~a:v e effect notwithstanding anything riding inFo&stent therewith contained in any law of in any instrument havia effect offcci. by viiPJe of any law, other than this Act. . , I . . . , I .' . . ,Pe , n . a ll , l ' a . 16, If any person,- ,, , ;,. - , I #',' .. 'I rli ' (a), makes any', cI$m 'for any Payment under this 'Act. knowing or having ., . I .I . to ,$elic+e that qc I h., . c , I ,, a ;ni,i. s'fa , lfoo i , w.. ith.ou.t shy. 'b.a sis; or' " (b) When required under this Act so to do,- (I) omits or fails to produm any register or record of the Compaw-; or (ii) makes any statement or furnishes any information which is faIsc in any material particular and whicIi he knows or believes to be false or does not believe to be true ; or (c) makes any such statement as aforesaid in any book, account, record, register, return or other document; he shall be punishable with imprisonment for a term which may extend to two y m o r with fine which may extend to two thousand rupees, or with both. THE ORISSA TEXTILE MILLS LIMITED (AcQUISITION,OF SHARES) ' I. ACT, 1983 Compani b e y s. , 17. (1) Where an offence under this Act hiu been committed by a Company, every perison who, at the time the offence was committed, was in charge of and was rcspbnsible to, the Company for thc conduct of thc businesk of the Company as well as the Company, shall be deemed to be guilty of the offence and shdl bc liable to be proceeded against and punished accordingly : ch Provided that nothing contained in this sub-s&on shall render any su person liable to .any punishment if he proves that the offcnce was commited without his knowledge or that he had exercised, all due diligcncc to prevent the commission OF such ofFma. (2) Notwithstanding adythine contained in sub-section. (l), where any offence ,under this ; Act has,,b een committed with the consent or connivance of, or is . attributable to any neglect on the part of, any Dircctnr, Manager, Sccretrrry or ,o +r oficer such Dircctoi, Manage,,, Secrcrary or olber ofEcur shall be deemed to be gmlty ' of that offcncc and shall be liable to be proceeded azainst and punishcd accordingly. Explanation-For the purpose of this scction- (a) "Company" means anybody corporate and includes a firm or other ! , association of individuals ; end I I ' (6) "Director" in relation to a Turn, mans a partner in the firm. fimit?ljon or 18. No court shall take mgoizanoe .of an offence punishable under thir Act. cognmce except with the prcvious sanction of the State Government in this behalf. of offcnm. . . Power to 19. The. State Government may, by notification make rules+ to 'carry out the mekerules. provisions of this Act. 20. If any difficulty arises in giving eflect to the provisions of this Act, the Power ro State Government may, as occasion arises, by order, do anything, which a p e mwc difflcultiea. to it to be n m to re move the difficulty: ProSicled that no such order shall be issued -after the expiFation of two ye= from thc appointed- day. &pelBnd ?I.(I)TheOrissaTextile Mib~imited(AqisitionofShares) O&nce,oh saviug~. 1983 is hereby repealed. Ordinana No. I2 01 19831 (2) Notwithstading such =pad anything done, any action taken or any , notificatiop,issyed under thc Ordinance so re~calcds haU be deemed to have been , done, takco or issued under the corresponding prbvis~onso f this Act. ,For Rulm sec Orissa Gazette, Extraordinary. dated,t he THE ORISSA TEXTILE MI LLs LIMZTED (ACQUIS1TION OF SHARES) ACT, 1983 [Orissa A C2~7 of 19831 SCH JDULE (See Sect ion 3) Shares held by- (a) Any State Government (b) The Statc Bank of India established under the State Bank of India Act, 1955. (c) Any corresponding new Bank within the meaning of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Banking Companies (Acquisition and T~ansfer of Undertakings) Act, 19fl0. (4 Thc Life Insurance Corporation rf India estabUshed under the Life Iosurance Corporation Act, 1956. (e) Thc State Industrial and Investment Corporation of Mahatashtra Limited.