REGISTERED NO . D. 221 रजिस्ट्री सं ० डी० 221
भारत का राजपत्र
The Gazette of India
प्रसाधारण
EXTRAORDINARY
NTRALSECRETARIAT LIBR
भाग II--खण्ड 2
51122
PART II-Section 2
प्राधिकार से प्रकाशित
PUBLISHED BY AUTHORITY
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नई दिल्ली, बुधवार अगस्त 16 , 1972 / श्रावण 25 , 1894
सं० 40]
No. 401 NEW DELHI , WEDNESDAY, AUGUST 16 , 1972 / SRAVANA 25 , 1894
इस भाग में भिन्न पृष्ठ संख्या दी जाती है जिससे कि यह अलग संकलन के रूप में रखा जा सके ।
Separate paging Is given to this Part in order that it may be filed as a separate compilation .
LOK SABHА
The following Bill was introduced in Lok Sabha on the 16th August, 1972:
BILL NO . 77 OF 1972
A Bill to provided for the taking over of the management of the under- taking of the Indian Iron and Steel Company Limited for a limited period in the public interest and in order to secure the proper nanagement of the undertaking .
Be it enacted by Parliament in the Twenty- third Year of the Republic of India as follows : -
CHAPTER I
PRELIMINARY
1. (1 ) This Act may be called the Indian Iron and Steel Company (Taking over of Management ) Act, 1972 .
Short title and com- mence< ment.
(2) It shall be deemed to have come into force on the 14th day of July, 1972.
Definitions 2. In this Act, unless the context otherwise requires ,--
(a) " appointed day" means the 14th day of July, 1972;
( 741 ) 742
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(b) " company" or " Indian Iron and Steel Company " means the Indian Iron and Steel Company Limited, being a company as defined in the Companies Act, 1956 , having its registered office at Martin of 1950 Burn House, 12 , Mission Row , Calcutta;
( c ) " Custodian " means the person appointed under section 4 to 'ake over the management of the undertaking of the company ;
(d) " prescribed " means prescribed by rules made under tnis Act ;
(e) " undertaking " , in relation to the company , means the pro- perty and assets of the company referred to in sub - section ( 2 ) of section 3 ;
(f) words and expressions used but not defined in this Act and defined in the Companies Act, 1956 , shall have the meanings res- 1 of 1956 pectively assigned to them in that Act .
CHAPTER 11
MANAGEMENT OF THE UNDERTAKING OF THE INDIAN IRON AND STEEL COMPANY
3 ( 1 ) On and from the appointed day and for a period of two years thereafter , the management of the undertaking of the company shall vest in the Central Government.
Manage- ment of under- talking ofthe company to vest in Central Govern- ment.
(2) The undertaking of the company shall be deemed to include all assets , rights , leaseholds ( including mining leases , if any) , powers , autho- rities and privileges and all property, movable and immovable , including Mands , buildings , works , mines , workshops , projects , smelters , refineries , opeways , stores , instruments , machinery , aircraft , locomotives , auto- mobiles and other vehicles , cash balances , reserve fund , investments and book debts and all other rights and interests arising out of such property as were immediately before the appointed day in the ownership , posses- sion , power or control of the company in relation to the undertaking, whether within or without India , and all books of account , registers maps , plans , sections , drawings , records of survey and all other docu- ments of whatever nature relating thereto .
(3) Any contract , whether express or implied , or other arrangement in so far as it relates to the management of the business and affairs of the company in relation to its undertaking and in force immediately before the appointed day , shall be deemed to have terminated on the appointed day.
(4) All persons in charge of the management, including persons hold- ing offices as directors , managers or any other managerial personnel of the company immediately before the appointed day , shall be deemed to have vacated their offices as such on the appointed day .
Custodian of the company.
4. (1) The Central Government shall , as from the appointed day , appoint a person as the Custodian of the undertaking of the company for the purpose of taking over the management thereof and the Custo- dian shall carry on the management of the undertaking of the company for and on behalf of the Central Government .
(2 ) The Central Government may issue such directions ( including directions as to initiating , defending or continuing any legal proceedings before any Court , tribunal or other authority ) to the Custodian as to his powers and duties as the Central Government deems desirable and the SEC . 2 ]
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Custodian may apply to the Central Government at any time for instruc- tions as to the manner in which the Custodian shall conduct the manage- ment of the undertaking of the company or in relation to any matter arising in the course of such management .
1 of 1956
1 of 1956.
(3) Subject to the other provisions of this Act and to the con- trol of the Central Government , the Custodian shall be entitled , notwith- standing anything contained in the Companies Act , 1956, to exercise all the powers of the Board of Directors of the company ( including the powers to dispose of any properties or assets of the company) whether such powers are derived from the Companies Act , 1956, or from the or from any memorandum and articles of association of the company other source .
(4) Every person having possession , custody or control of any property forming part of the undertaking of the company shall deliver forthwith such property to the Custodian or to any officer or other employee of the Central Government or the company as may be authorised by the Central Government in this behalf .
(5) Any person who , on the appointed day , has in his possession or under his control any books , papers or other documents relating to the undertaking of the company, including the minutes books containing the resolutions of the persons in charge of the management before the ap- pointed day , the current cheque books relating to the undertaking of the company, any letters , memoranda , notes or other communications between him and the company shall , notwithstanding anything contained in any law for the time being in force, be liable to account for the books . papers and other documents ( including such minutes books , cheque books , letters , memoranda , notes or other communications) to the Cus- todian and shall deliver them up to the Custodian or to any such person (being an officer or other employee of the Central Government or the company ) as may be authorised by the Central Government in this behalf.
(6) Every person in charge of the management of the undertaking of the company immediately before the appointed day shall, within ten days from that day or within such further period as the Central Govern- ment may allow in this behalf , furnish to the Custodian a complete in- ventory of all the properties and assets (including particulars of book debts and investments and belongings) forming part of the undertaking of the company immediately before the appointed day and of all the liabilities and obligations of the company in relation to its undertaking subsisting immediately before that day and also of all agreements en- tered into by the corcompany in relation to its undertaking and in force immediately before that day.
(7) The Custodian shall receive from the funds of the undertaking of the company such remuneration as the Central Government may fix .
5. (1 ) The Central Government may, by notification in the Official
Board. Advisory Gazette, constitute a Board for considering such matters relating to the management of the undertaking of the company as may be placed before it by the Custodian and for discharging such other functions as may be prescribed.
(2) The Board shall consist of the Custodian , who shall be its Chair- man , ex officio , and such number of members , not exceeding ten , as may be appointed to it by the Central Government.
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(3) A member of the Board shall hold office till the expiry of one year from the date on which he enters upon his office or till the relinquish- ment of the management of the company by the Central Government under section 7, whichever is earlier .
(4) The remuneration payable to the members of the Board and the other conditions of service of the members of the Board shall be such as may be prescribed .
(5) All expenses incurred in connection with the Board ( including remuneration payable to the members thereof) shall be met from out of the funds of the undertaking of the company.
(6) Save as otherwise prescribed , the Board shall have the power to regulate its own procedure .
No right to com- pensation for termi- nation of contract or office .
6. Notwithstanding anything contained in any law for the time being in force , no person in respect of whom any contract of management or other arrangement is terminated by reason of the provisions contained in sub - section (3 ) of section 3 or who ceases to hold any office by reason of the provisions contained in sub - section ( 4) of that section , shall be entitled to claim any compensation for the premature termination of the contract of management or other arrangement or for the loss of office .
Relinquish- ment of manage- ment of the under taking company. of the
7. ( 1 ) Notwithstanding anything contained in sub - section ( 1 ) of sec- tion 3 , if, at any time before the expiry of the period of two years referred to in that sub - section , it appears to the Central Government that the purposes of the vesting of the management of the undertaking of the company in that Government have been fulfilled or for any other reason it is not necessary that the management of the undertaking of the company should remain vested in that Government, it may by order published in the Official Gazette relinquish the management of the undertaking of the company with effect from such date as may be speci- fied in the order.
1 of 1956.
(2) On and from the date specified in the order published under sub- section ( 1 ) , the undertaking of the company shall be managed in accord- ance with the provisions of the Companies Act , 1956 , so , however, that steps , if any , in relation to the management of the undertaking may be taken after the publication of the order under sub- section ( 1 ) .
Applica- tion of Act 1 of 1956.
8. (1) Notwithstanding anything contained in the Companies Act, 1956, or in the memorandum or articles of association of the company, but subject to the provisions of sub - section ( 2) of section 7, so long as the management of the undertaking of the company remains vested in the Central Government ,--
(a) it shall not be lawful for the shareholders of the company or any other person to nominate or appoint any person to be a direc- tor of the company;
(b ) no resolution passed at any meeting of the shareholders of the company on or after the appointed day shall be given effect to unless approved by the Central Government ;
(c) no proceeding for the winding up of the company or for the appointment of a liquidator or receiver in respect thereof shall lie in any court except with the consent of the Central Government .
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745
1 of 1956.
(2) Subject to the provisions contained in sub -section ( 1 ) , and to the other provisions contained in this Act and subject to such other exceptions , restrictions and limitations, if any , as the Central Govern- ment may, by notification in the Official Gazette , specify in this behalf , the Companies Act, 1956, shall continue to apply to the company in the same manner as it applied thereto before the appointed day .
CHAPTER III
MISCELLANEOUS
Penalties.
9. ( 1) Any person , who-
(a) having in his possession or custody or under his control any property forming part of the undertaking of the company, wrongfully withholds such property from the Custodian or any person authorised under this Act, or
(b) wrongfully obtains possession of any such property , or
(c) wilfully retains any property forming part of the under- taking of the company or removes or destroys it , or
(d) wilfully withholds or fails to deliver any books , papers or other documents which may be in his possession or custody or under his control to the Custodian or any person authorised under this Act , or (e ) fails , without any reasonable cause , to furnish information or particulars as provided in sub- section (6) of section 4,
shall be punishable with imprisonment for a term which may extendto two years , or with fine which may extend to ten thousand rupees , or with both.
(2) No court shall take cognizance of an offence punishable under this section except with the previous sanction of the Central Government or of an officer authorised by the Central Government in this behalf .
by compa- Offences nies .
10. (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 he guilty of the offence and shall be liable to be proceeded against and pun- ished 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 duedili- gence 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 con- nivance 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 THE GAZETTE OF INDIA EXTRAORDINARY
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[PART 11...
(b) " director" , in relation to a firm , means a partner in the firım ,
Exclusion or period of operation of Act.
11. In computing the period of limitation prescribed by law for the time being in force for any suit or application against any person by the company in respect of any matter arising out of any transaction in relation to the undertaking of the company, the time during which this Act is in force shall be excluded .
Act to have over- riding effect .
12. The provisions of this Act or any notification , order or rule made thereunder shall have effect notwithstanding anything inconsistent therewith contained in any law other than this Act or in any instru- ment having effect by virtue of any law other than this Act or in any decree or order of any court .
13. (1) No suit , prosecution or other legal proceeding shall lie against the Custodian or any officer or other employee of the Central Government or the company for anything which is in good faith done or intended to be done under this Act.
Protec- tion of action taken in good faith.
(2) No suit or other legal proceeding shall lie against the Central Gov- ernment or the Custodian or any of the officers or other employees of the Central Government or the 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 .
Contracts in bad faith may be cancelled or varied .
14. (1) If the Central Government is satisfied , after such enquiry as it may think fit , that any contract or agreement entered into at any time within three years immediately preceding the appointed day , between the company or the managing agents of the company and any other per- son , in so far as such contract or agreement relates to the undertaking of the company, has been entered into in bad faith, or is detrimental to the interests of the undertaking of the company , it may make an order cancelling or varying ( either unconditionally or subject to such conditions as it may think fit to impose) such contract or agreement and thereafter the contract or agreement shall have effect accordingly:
Provided that no contract or agreement shall be cancelled or varied except after giving to the parties to the contract or agreement reason- able opportunity of being heard .
(2) Any person aggrieved by an order under sub -section ( 1) may make an application to the High Court at Calcutta for the variation or reversal of such order and thereupon such court may confirm , modify or reverse such order .
Power to terminate contract of employ- ment.
15. If the Custodian is of the opinion that any contract of employment entered into by the company or the managing agents of the company in relation to the undertaking of the company, at any time before the ap- pointed day , is unduly onerous , he may, by giving to the employee one month's notice in writing or the salary or wages for one month in lieu thereof, terminate such contract of employment .
16. (1) The Central Government may, by notification in the Official Gazette, make rules to carry out the purposes of this Act.
Power to make rules .
SEC . 2 ]
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(2) In particular, and without prejudice to the generality of the fore- going power , such rules may provide for-
(a) the remuneration payable to , and other conditions of service of, the members of the Board referredto in section 5 ;
(b) the procedure to be followed by the said Board .
(4) 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 Parlia- ment, 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 modifica- tion in the rule or both Houses agrec 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 previ- ously done under that rule .
Repeal and savings .
6 of 1972.
17. (1 ) The Indian Iron and Steel Company ( Taking over of Manage ment ) Ordinance , 1972 , is hereby repealed .
(2) Notwithstanding such repeal , anything done or any action taken under the said Ordinance shall be deemed to have been done or taken under the corresponding provision of this Act.
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748
STATEMENT OF OBJECTS AND REASONS
The production of steel is vital to the economy of the country . At present , there is a wide gap between the demand and the domestic pro- duction . It is, therefore , imperative that the production from the existing Steel Plants is increased to the maximum extent possible.
2. Government were viewing with great concern the progressive de- cline in the production of the Steel Plant of Indian Iron and Steel Co. Ltd. , and the deterioration in the condition of the Plant , resulting from lack of adequate attention to maintenance . Against the rated capacity of the Plant of one million tonnes of steel ingots , the production which was 10,27,000 tonnes in 1963-64 had fallen to 6,17,000 tonnes in 1971-72 and the indications were that the performance during 1972-73 would be sub- stantially worse than in 1971-72 . The management of the company had been unable to halt the steady deterioration in production prospects . There had also been no recognition on their part of the urgency of im- plementing schemes for the modernisation of the Plant and its expansion. Government could not, therefore , watch passively the deteriorating state of affairs in the company .
3. Government , therefore , decided to take over the management of the undertaking for a limited period of two years to secure the proper management of the company and to subserve the public good in the con- text of the steel requirements of the country . The management of the undertaking was , therefore , taken over by the Central Government with effect from the 14th July , 1972 under the Indian Iron and Steel Com- pany ( Taking over of Management) Ordinance , 1972 .
4. The Bill seeks to replace the Ordinance.
S. MOHAN KUMARAMANGALAM.
NEW DELHI ;
The 7th August , 1972 .
SEC. 2]
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MEMORANDUM REGARDING DELEGATED LEGISLATION
Clause 16 which empowers the Central Government to make rules generally to carry out the purposes of the Bill when enacted will enable the making of rules for matters of procedure and administrative detail which it is not practicable to provide for in the Bill itself. The matters in respect of which such rules may be made relate inter alia to the re- muneration payable to members of the Board referred to in clause 5 and the procedure to be followed by the said Board. The clause contains the usual provision for laying of the rules so made before each House of Parliament . The delegation of legislative power is of a normal character.
S. L. SHAKDHER ,
Secretary.
PRINTED BY THE GENERAL MANAGER, GOVERIGENT OF NAW DOLIN AND PUBL YMAKAM OF FREMMINTO BOAD, REGATIONS , as, 1972