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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 1

PUBLISHED BY AUTHORITY

No. 40] NEW DELHI, TUESDAY, OCTOBER 18, 1983/ASVINA 26, 1905 (SAKA)

Separate paging is given to this Part in order that it may be filed

as a separate Compilation

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS (Legislative Department)

New Delhi, the 18th October, 1983/Asvina 26, 1905 (Saka)

THE TEXTILE UNDERTAKINGS (TAKING OVER OF MANAGEMENT) ORDINANCE, 1983

No. 10 of 1983

Promulgated by the President in the Thirty-fourth Year of the Republic of India.

An Ordinance to provide for the taking over in the public interest of the management of the textile undertakings of the companies specified in the First Schedule pending nationalisation of such undertakings and for matters connected therewith or incidental thereto.

WHEREAS by reason of mismanagement of the affairs of the textile under- takings specified in the First Schedule, their financial condition became wholly unsatisfactory even before the commencement in January 1982 of the textile strike in Bombay and their financial condition has thereafter further deterio- rated;

AND WHEREAS certain public financial institutions have advanced large sums of money to the companies owning the said undertakings with a view to making the said undertakings viable;

AND WHEKEAS further investment of very large sums of money is neces- sary tor reorganising and rehabilitating the said undertakings and thereby to protect the intoests of the workmen employed therein and to augment the production and distribution at fair prices of different varieties of doth and. yarn so as to subserve the interests of the general public;

AND WHEREAS acquisition by the Central Government of the said under- takings is necessary to enable it to invest such large sums of money;

AND WHEKEAS, pending the acquisition of the said undertakings, it is expedient in ihe public interest lo take over the management of the said under.akings;

AND WHEREAS Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take immediate action;

Now, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 6i the Constitution, the President is pleased to promulgate the follow- ing Ordinance:—

CHAPTER I

PRELIMINARY

1. (1) This Ordinance may be called the Textile Undertakings (Taking Ovef of Management) Ordinance, ]983.

Short title and commence- ment.

(2) It shall come into force at once.

2. In this Ordinance, unless the context otherwise requires,—

Defini- tions.

(a) "appointed day" means the date on which this Ordinance comes into force;

(b) "Custodian" means the person appointed under section 4 to take over the management of the undertakings;

(e) "notification" means a notification published in the Official Gazette;

. (d) "prescribed" means prescribed by rules made under this Ordin- ance;

O) "textile undertaking" or "the textile undertaking" means an undertaking specified in the second column of the First Schedule;

1 of 1958.

(/) "textile company" means a company (being a company as defined in the Companies Act, 1956) specified in the third column of the First Schedule, as owning the undertaking specified in the corresponding entry in the second column of that Schedule;

1 ot 1956.

(g) words and expressions used herein and not defined but defined in the Companies Act, 1956, ^hall have the meanings respectively assigned to them in that Act.

CHAPTER II

TAKING OVER OF THE MANAGEMENT OF CERTAIN TEXTILE UNDERTAKINGS

3. (1) On and from the appointed day, the management of all the textile undertakings shall vest in the Central Government,

Manace- ment of certain textile undertak- ings tdi vest in the Cen- tral Gov- ernment.

(2) The textile undertaking shall be deemed to include all assets, rights, lease- holds, powers, authorities and privileges of the textile company in relatioa to the! said textile undertaking and all property, movable and immovable, including lands, buildings, workshops, projects, stores, spares, instruments, machinery, equipment, automobiles and other vehicles, antl goods under production or in transit, cash balances, reserve fund, investments and booklets 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 textile company whether within or outside India and all books of account, registers and all other documents 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 textile under- taking and in force immediately before the appointed day, or any order made by any court in so far as it relates to the management of the business and affairs of the textile 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 holding offices as directors, managers or any other managerial personnel, of the textile company in relation to the textile undertaking, immediately before the appointed day, shall be deemed to have vacated their offices as such on the appointed day.

(5) Notwithstanding anything contained in any other law for the time being in rorce 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), or who ceases to hold any office bv reason of Ihc provisions contained in sub-section (4), shall be entitled to claim any compensation for the premature termination of th^ contract of management or other arrangement or for the loss of office, as the case may be.

(fi) Notwithstanding any iudgment, decree or order of any coiKt, tribunal or other authority or anyfhintr contained in anv other law (other than this Ordinance) for the time being in force, every receiver or other person in whoso possession or enstodv or under whose control the textile undertaking or any part thereof may be immediateiv before the appointed day, shall, on the commence- ment of this Ordinance, deliver the possession of the said undertaking or such part thereof, as the case may be, to the Custodian, or where no Custodian has been appointed, to such other person as the Central Government may direct.

(7) For the removal of doubts, it is hereby declared that anv liability incurred by a textile company in relation to the textile undertaking before the appointed day shall be enforceable against the concerned teT'ile company and not against the Central Government or the Custodian.

Custo- dian of the tex- tile under- takings.

4. (1) The Central Government mav, as soon as it is convenient administra- tively so to do, appoint any person or body of persons (including a Government company, whether in existence at the commencement of this Ordinance or incor- porated thereafter) as a Custodian of the textile nnfWfnkin" fnr the purpose of parrying on the management of such undertaking and the Custodian so appointed

shall carry on the management of the textile undertaking for and on behalf of the Central Government.

(2) On the appointment of a Custodian under sub-section (1), the manage- ment of the textile undertaking shall vest in such Custodian and all persons in charge of the management of such undertaking immediately before such appoint- ment shall cease to be in charge of such management and shall be bound to deliver such management to the Custodian.

(3) The Central Government may, by notification, authorise the Custodian to appoint any person (including a Government company, whether in existence at the commencement of this Ordinance or incorporated thereafter) as the Additional Custodian of the textile undertaking.

(4) The Additional Custodian shall assist the Custodian in the exercise of his or its powers and duties under this Ordinance and shall function under the direction, supervision and control of the Custodian; and the Custodian may delegate to the Additional Custodian all or such of his or its powers as he or it may think fit.

(5) Subject to any general or special direction given or condition Imposed by the Custodian, any person authorised by the Custodian to exercist any power may exercise that power in the same manner and with the same effect as if it had been conferred on that person directly by this Ordinance and not by way of authorisation.

(tf) The Central Government may issue such directions (including direc- tions a^ to initiating, defending or continuing any legal proceedings before any court, tribunal or other authority) to the Custodian as to his or its powers and duties as the Central Government deems to be desirable in the circums- tances of th? case, and the Custodian may also apply to the Central Govern- ment at any time for instructions as to the manner in which he or it shall conduct the management of the textile undertakine or in relation to any othtfr matter arising in the course of such management,

i"n"5"-

(7) Subject to the other provisions of this Ordinance and the control of the Central Government, the Custodian shall be entitled, notwithstanding any- thing contained in the Companies Act, 1956, to exercise all the powefs, in relation to the textile undertaking, of the Board of Directors of the textile comnany (includinc the power to dispose of any properties "r assets of the textile company) whether such powers are derived from the Companies Act, 1956, or from the memorandum and articles oF association of the concerned textile company or from nny other source.

(S) Every person havine possession, custody or control of any property forming part nf the textile undertaking shall deliver forthwith such property to the Custodian or to any officer or othor employee of the Central Government or the Custodian, as may be authorised by the Central Government or the Custodian ;n this behall".

(") Any person who, on the appointed day, has in his possession or under 'iir control any books, papers or other documents relating to the textile under- iik'nn ihc management of which has vested in the Central Government undef this Ordinance, shall, notwithstanding anything contained in anv other law for the time bein^ in force, be liable to account for the books, papers and other documents (including such minutes books, cheque books, letters, memoranda, notes nr other communications) *n the Custodian and shnll deliver them up t"j

the Custodian or to any such person (being an officer or other employee of the

Central Government or the Custodian) as may be authorised by the Central

Government or the Custodian in ihis behalf.

(10) Every person in charge of the management of any textile undertaking immediately before the appointed day shall, within ten days from that day or within such further period as the Central Government may allow in this behalf, furnish to the Custodian a complete inventory of all the properties and assets (including particulars of book debts and investments and belongings) forming part of tb: undertaking immediately before the appointed day and of all thd liabilities and obligations of the textile company in relation to the undertaking, subsisting immediately before that day, and also of all agreements entered into bv such textile company in relation to the undertaking and in force immediately before that day.

(11) The Custodian and the Additional Custodian shall receive from thet funds of the textile undertakings such remuneration as the Central Government may fix.

Payment of amount.

S. (1) Every textile company shall be yiven bv the Central Government an amount, in cash, and at the iatc sp-cified in sub-section (2), for the vest-i ing in it, under section 3, of the management of the textile undertakes of the company.

(2) For every month durinc which (he management of the textile under- taking remains vested in the Centml Government under this Ordinance, the amount, referred to in sub-section (1), shall be computed—

(0 for a spinning unit, at the rate- of fifty piisc per 1,000 spindles

or any part thereof;

(in for a weaving unit, at the rate of one rupee per 100 1ooms or

any part thereof;

(Hi) for a composite unit with or without dve-house at the rate °f fifty paise per 1,000 spindles or any part thereof plus onp rupee per 100 looms plus one paisa per 10,000 metres of cloth processed in the dye- house based on the average monthly production "f the last three com- pleted years;

(iv) for a whollv processing unit (being a unit which does not have any spindle or loom), one paisa per on" thousand square metres or any part thereof of the average of the- total quantity of textiles processed during the period of three years immediately preceding the appointed) day in such unit.

CHAPTER TJI

POWTR TO PROVIDE RELIEF TO THK TLXTIT F UNDERTAKINGS

6. (1) The Central Government ma¹', ;f satisfied, in relation 10 any of the textile undertakings or any part thereof, the manageme ii of which has vested in it under this Ordinance, that it is necessary so to do in the interests of the general public with a view to preventing any fall in thr- volume of production of such undertaking, by notification declare that—

(a) all or any of the enactments specified in the Second Schedule shall not apply or shall apply with such ad'iptatims, whether by way ot modification, addition or omission ("which does not, however, affect the policy of the said enactments) to such undertaking as may be specified in such notification, or

Pswer of the Central Govern- ment to make cer- tain decla- rations in rela- tion to certain textile under- things,

(b) the operation of all or any of the contracts, assurances of property, agreements, settlements, awards, standing orders or other instru- ments in force (to which such textile undertaking or the textile com- pany owning such undei taking is a party or which may be applicable to such textfle undertaking or textile company) immediately before the date of issue of the notificiuion shall remain suspended or that all or any ot the rights, privileges, obligations and liabilities accruing or arising thereunder before the said date, shall remain suspended or shall be en- forceable subject to such adaptations and in such manner as may be specified in the notification.

(2) The notification made under sub-section (1) shall remain in force, in the first instance, for a period of one year but the duration of such notification may be extended from time to time by a further notification by a period not exceeding one year at a time:

Provided that no such notification shall, in any case, remain in force after the expiry of three years from the commencement of this Ordinance.

(3) Any notification made under sub-section (I) shall have effect notwith- standing anything to the contrary contained in anv other law, agreement or instrument or any decree or order of a court, tribunal, officer or other authority or in any submission, settlement or standing order.

(4) Where by virtue of a notification under clause (h) of sub-section (1), any right, privilege, obligation or liability remains suspended or is enforceable subject to the adaptations and in the manner specified in the notification, all proceedings relating thereto pending before any court, tribunal, officer or other authority shall accordingly remain stayed or be subject to such adaptations, as the case may be; so however, on the notification ceasing to have effect—

(a) such right, privilege, obligation or liability shall be enforceable as if the notification had never been made;

(b) any proceeding so remaining stayed shall be proceeded with subject to the provisions of any law which may be then in force, from the stage which had been reached when the proceeding became stayed.

(?) In computing the period of limitation for the enforcement of any right, privilege, obligation or liability referred to in clause (b) of sub-section (1), the period during which, it or the remedy for the enforcement thereof remained sus- pended shall be excluded.

CHAPTER IV

MISCELLANEOUS

Ordi- nance to have over- riding effect.

7. The provisions of this Ordinance or any notification, order or rule made •thereunder shall have effect notwithstanding anything inconsistent therewith con- tained in any law (other than this Ordinance) or in any instrument having effect by virtue of any law other than this Ordinance or in ,iny decree or order of any court.

Applica- tion of

Act 1 ot 1956.

8. (1) So long as the management of the textile undertaking or a textile company remains vested in the Central Government under this Ordinance, not- withstanding anything contained in the Companies Act, 1956 or in the memo- randum or articles of association of such company,—

(a) it shall not be lawful for the shareholders of the textile company or any other person to nominate or appoint anv person to be a Director of such textile company in relation to such undertaking;

(ft) no resolution affecting (whether directly or indirectly) ouch under- taking which is passed at any meeting of the shareholders of the textile company on or after the appointed day shall be given effect to unless approv- ed by the Central Government;

(c) no proceeding for the winding up of the textile 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.

l "f 1958.

(2) Subject to the provisions contained in sub-sc-ction (1), and to the other provisions contained m this Ordinance and subject to such other exceptions, restrictions and limitations, if any, as the Central Government may, by notifica- tion, specify in this behalf, the Companies Act, 1956, shall continue to apply to the textile companies in the same manner as it applied thereto before the appointed day.

9. In computing the period of limitation prescribed by any law for the time being in force for any suit or application against any person by any of thei textile companies in respect of any matter arising out of any transaction in relation to its textile undertaking, the time during which this Ordinance remains in force shall be excluded.

Exclu- sion of period of opera- tion of this Ordi- nance Itom limita- tion.

10. (1) No suit, prosecution or other legal proceeding shall lie against the! Central Government or the Custodian or the Additional Custodian or any officef or other employee of the Central Government or the Custodian for anything which is in good faith done or intended to be done under this Ordinance.

Protection of action taken in good faith.

(2) No suit or other legal proceeding shall lie against the Central Govern- ment or the Custodian or the Additional Custodian or any of the officers or other employees of the Central Government or the Custodian for any damage caused or likely to be caused by anything which is in good faith done Or intend- ed to be done under this Ordinance.

Contracts, etc., In bad faith maybe can- celled or varied.

11. (2) If the Central Government is satisfied, after such inquiry as it may think proper, that any contract or agreement entered into at any time within) three years immediately preceding the appointed day between any of the textile companies or managing or other director of any such textile company and any other person in relation to any service, sale or supply to, pr by, its textile under- taking and in force immediately before the appointed day, has been entered into in bad faith, or is detrimental to the interests of the textile undertaking of the concerned textile company, it may make, within one hundred and eighty days from the appointed day, an order cancelling or varying (either unconditionally or subject to such conditions as it may think fit to impose) such contract on 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 a reasonable opportunity of being heard.

(2) Any person aggrieved by an order made under sub-section (1) may make an application to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the concerned

textile company is situated for the variation or reversal of suoh order and thereupon such court may confiim, modify or reverse such order.

Avoid- ance of voluntary trans- fers.

12. An,y transfer of property, movable or immovable, or any delivery of goody made by or on behalf of any of the textile companies (not being a transfer or delivery made in the ordinary course of its business" or in favour¹ of a purchaser for valuable consideration and in good faith), if made within a period of MX mouths immediately preceding the appointed day, shall be void against the Central Governmen. or the Custodian, as the case may be.

Power to terminate con- tracts of employ- ment.

13. If the Custodian is of opinion that any contract of employment entered mlo by any textile company or managing or other director of the company in relation to its textile undertaking at any time before the appointed day is unduly onerous, he or it may, by giving to the employee one month's notice in writing or salary or wages for onp month in lieu thereof, terminate such contract of employment.

Penalties.

14. (1) Any person, who—

(a) having in his possession or custody or under his control any property forming part of any of the textile undertakings, wrongfully withholds such property from the Custodian or any person authorised under this Ordinance, or

(b) wrongfully obtains possession of any such property, or

( t) wilfully retains any property forming part of such textile under- taking or removes or destroys it, or

(d) wilfully withholds from, or fails to deliver to, the Custodian or any person authorised under this Ordinance, any books, papers Or other documents relating to such textile undertaking which may be in his pos-< session, power or custody or under his control, or

(e) fails, without any reasonable excuse, to furnish information or particulars as provided in section 4,

shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to ten thousand rupees, or with both.

(2) No couit shall take cognizance of an offence punishable under this s eo tion except with the previous sanction of the Central Government or an officer authorised by that Government in this behalf.

Offences by com- panies.

15. (1) Where an offence under this Ordinance 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 ollcncc 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 and that he had exercised all due diligence to prevent the commission of such offence.

(2) Notwithstanding anything contained in sub-section (1), where an offence under this Ordinance 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.

l.xi>Uiiiatit>n.-~};OT the purposes ol 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 paitner in the firm.

16. (i) The Central Government may, by notification, make rules for carry-

ing out the provisions of this Ordinance.

Power to make rules.

(2) Every rule made by the Central Government under this Ordinance 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.

THE FIRST SCHEDULE

[Se? section 2(/)]

Name of the owner

S. Nc

). Name of the undertaking

2

3

1

F.iphinstone Spinning and

1

The Flphinstonc Spinning and Weaving Mills Co. Ltd., Kamani Chambers, 32, Ramji Bhai Kamani Marg, Bombay-38.

Wenving Mills, Elphinstone Road, Bombay.

The Finlay Mills Ltd., Chartered Bank Building,

Finlay Mills, 10/11, Dr. S. S.

Fort, Bombay-23.

Rao Road, Bombay.

The Gold Mobur Mills Ltd., Chartered Bank Build-

Gold Mohur Mills, Dadasahcb

3

ing, Fort, Bombay-23.

Phalke Road, Dadar, Bombay.

The Jam Manufacturing Co. Ltd., Lalbaug, Purel,

Jam Manufacturing Mills,

4

Bombay-12.

Lalbaug, Parel, Bombay.

Kohinoor Mills (No. 1),

5

The Kohinoor Mills Co. Ltd., Killick House, Charan- jit Rai Marg, (Home Street), Fort, Bombay-1.

Naigaum Cross Road, Dadar, Bombay.

Kohinoor Mills (No. 2),

6

The Kohinoor Mills Co. Ltd,, Killick House, Charan- jit Rai Marg (Home Street), Fort, Bombay-1.

Naigaum Cross Road, Dadar, Bombay.

7

The Kohinoor Mills Co. Ltd., Killick House, Chaian- jit Rai Marg (Home Street), Fort, Bombay-1.

Kohinoor Mills (No. 3), Lady Jamshedji Road, Dadar, Bombay.

8

The New City of Bombay Manufacturing Co. Ltd,, 63, Tukaram Bhisaji Kadam Path, Bombay-33.

New City of Bombay Manu- facturing Mills, 63, Tukaram B. Kadam Marg, Bombay.

The Podar Mills Ltd., Podar Chambers, Syed Abdulla

Podar Mills, N. M. Joshi

9

Brelvi Road, Fort, Bombay-1, |

Marg, Bombay.

The Podar Mills Ltd., Podar Chambers, Sycd Abdulla

10

Brelvi Road, Fort, Bombay-1.

Podar Mills (Process House), Ganpat Rao Kadam Marg, Bombay.

Shree Madhusudan Mills Ltd., 31, Chowringhee

Shrce Madhusudan Mills, Pan-

11

Road, Calcutta-16.

durang Budhkar Marg, BombavM-M \J 1 X X kj*fc*J 1

Jhree Sitaram Mills Ltd., N. M. Joshi Marg,

Shree Sitaram Mills, N. M. £

12

Bombay-11.

Joshi Marg, Bombay.

The Tata Mills Ltd., Bombay House, 24, Homl Mod y

13 '

Street, r- ort, Bombay-23.

Tata Mills, Dr. Ambedkar Road, Dadar, Bombay.

THE SECOND SCHEDULE

(See section 6)

1. The Industrial Employment (Standing Orders) Act, 1946.

20 of 1946.

2. The Industrial Disputes Act, 1947.

14 of 1947.

3. The Minimum Wages Act, 19^8.

11 of 1948.

ZATL SINGH,

President.

R. V. S. PERI SASTRI,

Secy, to the Govt. of India.

PRINTED BY THE GENERAL MANAGER, GOVERNMENT OF INDIA PRESS, NflNTO RO\D, M V LirLHI AND PUBLISHED HY THE CONTBOI UiR Ot- PUBLICATIONS, DELHI, 1 9 83