THE BIRD AND COMPANY LIMITED (ACQUISITION AND TRANSFER OF 
UNDERTAKINGS AND OTHER PROPERTIES) ACT, 1980 
____________ 
ARRANGEMENT OF SECTIONS 
__________ 

CHAPTER I 
PRELIMINARY 

SECTIONS 

1.  Short title and commencement. 
2.  Definitions. 

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, the Central Government of the undertakings of the Company. 
4.  Transfer and vesting of shares held by the Company in the specified companies. 
5.  General effect of vesting. 
6.  Central Government or the Government company not to liable for certain prior liabilities. 
7.  Power of Central Government to direct vesting of the undertakings of the Company in a 

Government company. 

CHAPTER III 
PAYMENT OF AMOUNTS 

8.  Payment of amounts to the Company and specified companies. 

CHAPTER IV 
MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY 

9.  Management, etc., of the undertakings of the Company. 
10.  Duty of persons in charge of management of undertakings of the Company to deliver all  

assets, etc. 

CHAPTER V 
PROVISION RELATING TO EMPLOYEES OF THE COMPANY 

11.  Continuance of employees. 
12.  Provident fund and other funds. 

CHAPTER VI 
COMMISSIONER OF PAYMENTS 

13.  Appointment of Commissioner of Payments. 
14.  Payment by Central Government to the Commissioner. 

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SECTIONS 

15.  Certain powers of Central Government or Government company. 
16.  Claims to be made to the Commissioner. 
17.  Priority of claims. 
18.  Examination of claims. 
19.  Admission or rejection of claims. 
20.  Disbursement of money by Commissioner to claimants. 
21.  Disbursement of amounts to the Company and possession of certain machinery, equipment, etc. 
22.  Undisbursed or unclaimed amount to be deposited to the general revenue account. 

CHAPTER VII 
MISCELLANEOUS 

23.  Act to have overriding effect. 
24.  Contracts to cease to have effect unless ratified by the Central Government or  

Government company. 

25.  Penalties. 
26.  Offences by companies. 
27.  Protection of action taken in good faith. 
28.  Delegation of powers. 
29.  Power to make rules. 
30.  Power to remove difficulties. 
31.  Repeal and saving. 
SCHEDULE I. 
SCHEDULE II. 

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THE BIRD AND COMPANY LIMITED (ACQUISITION AND  
TRANSFER OF UNDERTAKINGS AND OTHER PROPERTIES) ACT, 1980 

ACT NO. 67 OF 1980 

[27th December, 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.—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; 

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(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. 

5. General effect of vesting.—(1) The  undertaking of the Company shall be deemed to include all 
assets, rights,  leaseholds,  powers, authorities and  privileges, and  all  property,  movable  and  immovable, 
including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash 
on  hand, reserve  funds, investments,  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  other 
documents of whatever nature relating thereto. 

(2) All properties as aforesaid which have vested in the Central Government, whether under section 3 
or section 4, 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 in any manner or appointing any receiver 
in respect of the whole or any part of such properties shall be deemed to have been withdrawn. 

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(3) Every mortgagee of any property which has vested under this Act, in the Central Government and 
every person holding any charge, lien or other interest in, or in relation to, any such property, shall give, 
within such time and in such  manner as may be prescribed, an  intimation to the Commissioner of such 
mortgage, charge, lien or other interest. 

(4) For the removal of doubts, it is hereby declared that the mortgagee of any property referred to in 
sub-section (3) or any other person holding any charge, lien or other interest in, or in relation to, any such 
property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage 
money or other dues, in whole or in part, out of the amounts specified in section 8, but no such mortgage, 
charge,  lien  or  other  interest  shall  be  enforceable  against  any  property  which  has  vested  in  the  Central 
Government. 

(5) Any licence or other instrument granted to the Company in relation to any undertaking which has 
vested  in  the  Central  Government  under  section  3,  at  any  time  before  the  appointed  day  and  in  force 
immediately before that day, shall continue to be in force on and after such day in accordance with its 
tenor in relation to, and for the purposes of, such undertaking and on and from the date of vesting of such 
undertaking under section 7, in a Government company, that Government company shall be deemed to be 
substituted in such licence or other instrument as if such licence or other instrument had been granted to 
such Government company and such Government company shall hold it for the remainder of the period 
for which that company would have held it under the terms thereof. 

(6) If, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any 
property  which  has  vested  in  the  Central  Government,  whether  under  section  3  or  under  section  4, 
instituted or preferred by or against the Company is pending, the same shall not abate, be discontinued or 
be, in any way prejudicially affected by reason of the transfer of the undertakings of the Company or of 
anything contained in this Act, but the suit, appeal or other proceeding may be continued, prosecuted or 
enforced by or against the Central Government, or where the undertakings of the Company are directed 
under section 7, to vest in a Government company, by or against such company. 

6. Central Government or the Government company not to be liable for  prior liabilities.—(1) 
Every liability of the Company in respect of any period prior to the appointed day, 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  7,  to  vest  in  a  Government  company,  against 
such company. 

(2) For the removal of doubts, it is hereby declared that— 

(a)  save  as  otherwise  expressly  provided  in  this  Act,  no  liability  of  Company  in  relation  to  its 
undertakings, or in relation to any share held by it in a specified company, in respect of any period 
prior  to  the  appointed  day,  shall  be  enforceable  against  the  Central  Government,  or,  where  the 
undertakings of the Company are directed under section 7, to vest in a Government company, against 
such company; 

(b)  no  award,  decree  or  order  of  any  court,  tribunal  or  other  authority  in  relation  to  the 
undertakings of the Company or in relation to any share held by the Company in a specified company 
passed after the appointed day, in respect of any matter, claim or dispute which arose before that day, 
shall be enforceable against the Central Government, or where the undertakings of the Company are 
directed, under section 7 to vest in a Government company, against such company; 

(c) no liability incurred by the Company before the appointed day, for the contravention of any 
provision of law for the time being in force, shall be enforceable against the Central Government, or, 
where  the  undertakings  of  the  Company  are  directed  under  section  7,  to  vest  in  a  Government 
company, against such company. 

7.  Power  of  Central  Government  to  direct  vesting  of  the  undertakings  of  the  Company  in  a 
Government company.—(1) Notwithstanding anything contained in section 3, the Central Government 
may, if it is satisfied that a Government company is willing to comply 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 

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Central Government under section 3, shall, instead of continuing to vest in the Central Government, vest 
in the 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. 

(2)  Where  the  right,  title  and  interest  of  the  Company  in  relation  to  its  undertakings,  vest  under  
sub-section (1), in a Government company that Government company shall, on and from the date of such 
vesting,  be  deemed  to  have  become  the  owner  in  relation  to  such  undertakings,  and  all  the  rights  and 
liabilities of the Central Government in relation to such undertakings shall, on and from the date of such 
vesting, be deemed to have become the rights and liabilities, respectively, of that Government company. 

CHAPTER III 
PAYMENT OF AMOUNTS 

8.  Payment  of  amounts  to  the  Company  and  specified  companies.—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 aggregate amount of 
rupees two hundred and eighty-three lakhs. 

(2) For the transfer to, and vesting in, the Central Government, under section 4, of the shares held by 
the Company in the specified companies, there shall be paid by the Central Government to the Company 
in cash and in the manner specified in Chapter VI, an aggregate amount of rupees twenty-seven lakhs. 

(3) The  amount specified  in  sub-section (1) and the amount  specified in  sub-section  (2)  shall  carry 
simple interest 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. 

(4) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to 
its undertakings, shall be met , in accordance with the rights and interests of the creditors of the Company, 
from the amounts due to the Company under sub-section (1) and sub-section (2). 

CHAPTER IV 
MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY 

9.  Management,  etc.,  of  the  undertakings  of  the  Company.—(1)  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  made  by  the  Central  Government  under  sub-section  (1)  of  
section  7,  vest,  on  and  from  the  date  specified  in  such  direction,  in  the  Government  company 
specified therein; 

(b)  where  no  such  direction  has  been  made  by  the  Central  Government,  vest,  on  and  from  the 
appointed  day,  in  one  or  more  Custodians  appointed  by  the  Central  Government  under  
sub-section (2), 

and thereupon the 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 its undertakings. 

(2) The Central Government may appoint an individual or a Government company as the Custodian 
of  the  undertakings  of  the  Company  in  relation  to  which  no  direction  has  been  made  by  it  under  
sub-section (1) of section 7. 

(3)  The  Custodian  shall  receive  from  the  funds  of  the  undertakings  of  the  Company  such 
remuneration as the Central Government may fix and shall hold office during the pleasure of the Central 
Government. 

10.  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 a Government 
company  or  on  the  appointment  of  a  Custodian,  all  persons  in  charge  of  the  management  of  the 
undertakings of the Company immediately before such vesting or appointment, shall be bound to deliver 

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to such Government company or Custodian, as the case may be, all assets, books of account, registers and 
other documents in their custody relating to the undertakings of the Company. 

(2) The Central Government may issue such directions as it may deem desirable in the circumstances 
of the case to the Government company or the Custodian as to the powers and duties of such Government 
company  or  Custodian  and  such  Government  company  or  Custodian  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. 

(3) The Custodian 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. 

CHAPTER V 
PROVISION RELATING TO EMPLOYEES OF THE COMPANY 

11. Continuance of employees.—(1) Every employee of the Company, employed in connection with 
any undertaking owned by it, shall, on and from the appointed day, become an employee of the Central 
Government, and where such undertaking is vested in a Government company under this Act, become, on 
and  from  the  date  of  such  vesting  in  such  Government  company,  an  employee  thereof  and  shall  hold 
office or service under the Central Government or the Government company, as the case may be, with the 
same rights and privileges as to pension, gratuity and other matters as would have been admissible to him 
if there had been no such vesting and shall continue to do so unless and until his employment under the 
Central  Government  or  the  Government  company,  as  the  case  may  be,  is  duly  terminated  or  until  his 
remuneration  and  other  conditions  of  service  are  duly  altered  by  the  Central  Government  or  the 
Government company, as the case may be. 

(2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in any 
other law for the time being in force, the transfer of the services of any officer or other person employed 
in any undertaking owned by the Company to the Central Government or the Government company shall 
not entitle  such  officer  or other  employee to any  compensation  under  this  Act  or  any  other  law  for the 
time being in force and no such claim shall be entertained by any court, tribunal or other authority. 

12.  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  person  employed  in  any  of  the 
undertakings  of  the  Company,  the  monies  relatable  to  the  employee,  whose  services  have  become 
transferred by or under this Act, to the Central Government or the Government company, shall, out of the 
monies standing, on the appointed day, to the credit of such provident, superannuation, welfare or other 
fund, stand transferred to , and vest in, the Central Government or the Government company, as the case 
may be. 

(2)  The  monies  which  stand  transferred  under  sub-section  (1)  to  the  Central  Government  or  the 
Government  company,  as  the  case  may  be,  shall  be  dealt  with  by  that  Government  or  the  Government 
company in such manner as may be prescribed. 

CHAPTER VI 
COMMISSIONER OF PAYMENTS 

13.  Appointment  of  Commissioner  of  Payments.—(1)  The  Central  Government  shall,  for  the 
purpose  of  disbursing  the  amounts  payable  to  the  Company  under  section  8,  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. 

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(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. 

14.  Payment  by  the  Central  Government  to  the  Commissioner.—(1)  The  Central  Government 
shall, within thirty days from the  specified date, pay, in cash, to the Commissioner, for payment to the 
Company the amounts specified in section 8. 

(2) A deposit account shall be opened by the Central Government in favour of the Commissioner, in 
the  Public  Account  of  India,  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 be operated 
by the Commissioner. 

(3) Records shall be maintained by the Commissioner in respect of the undertakings of the Company 
and the shares held by it in the specified companies, in relation to which payment has been made to him 
under this Act. 

(4) The interest accruing  on  the  amount  standing  to  the  credit  of the  deposit  account referred to  in  

sub-section (2) shall enure to the benefit of the Company. 

15.  Certain  powers  of  the  Central  Government  or  Government  company.—(1)  The  Central 
Government  or  the  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, or the Government 
company,  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 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 appointed day; 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 Government company. 

(3) Save as otherwise provided in this Act, the liabilities of the Company in respect of any transaction 
prior to the appointed day, which have not been discharged on or before the specified date, shall be the 
liabilities of the company. 

16. 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. 

17. Priority of claims.—The claims arising out of the matters specified in the Schedule II shall have 

priorities in accordance with the following principles namely:— 

(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; 

(c) the question of discharging any liability with regard to a matter specified in a lower category 
shall arise only if a surplus is left after meeting all the liabilities specified in the immediately higher 
category. 

18. Examination of claims.—(1) On receipt of the claims made under section 16, the Commissioner 
shall  arrange  the  claims  in  the  order  of  priorities  specified in the  Schedule  II  and  examine the same  in 
accordance with such order of priorities. 

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(2) If, on an 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. 

19.  Admission  or  rejection  of  claims.—(1)  After  examining  the  claims  with  reference  to  the 
priorities set out in the Schedule II, the Commissioner shall fix a certain date on or before which every 
claimant shall file the proof of his claim or 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  one 
issue  of  any  daily  newspaper  in  the  English  language  and  in  one  issue  of  such  daily  newspaper  in  the 
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  time  specified  in  the 
advertisement. 

(3)  Every  claimant  who  fails  to  file  the  proof  of  his  claim  within  the  time  specified  by  the 

Commissioner shall be excluded from the disbursements made by the Commissioner. 

(4) The  commissioner  shall,  after  such  investigation as  may,  in  his  opinion,  be  necessary  and  after 
giving  the  Company  an  opportunity  of  refuting  the  claim  and  after  giving  the  claimant  a  reasonable 
opportunity of being heard, by order in writing, admit or reject the claim in whole or in part. 

(5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of 
the discharge of his functions, including the place or places at which he may hold his sittings 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 of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following 
matters, namely:— 

(a) the summoning and enforcing the attendance of any witness and examining him on oath; 

(b)  the  discovery  and  production  of  any  document  or  other  material  object  producible  as 

evidence; 

(c) the reception of evidence on affidavits; 

(d) the issuing of any commission for the examination of witnesses. 

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the 
meaning of sections 193 and 228 of the Indian Penal Code ( 45 of 1860 ) and the Commissioner shall be 
deemed to be a civil court for the purposes of section 195 and Chapter XXVI  of the Code of Criminal 
Procedure, 1973 ( 2 of 1974 ). 

(7)  A  claimant,  who  is  dissatisfied  with  the  decision  of  the  Commissioner,  may  prefer  an  appeal 
against  the  decision  to  the  principal  civil  court  of  original  jurisdiction  within  the  local  limits  of  whose 
jurisdiction the registered office of the Company is situated: 

Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner, 
such appeal shall lie to the High Court at Calcutta, and such appeal shall be heard and disposed of by not 
less than two Judges of that High Court. 

20.  Disbursement  of  money  by  the  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. 

21. 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 as specified in the Schedule II, 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 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 

9 

 
Government company, as the case may be, to continue to possess such machinery, equipment and other 
property  on  the  same  terms  and  conditions  under  which  they  were  possessed  by  the  Company 
immediately before the appointed day. 

22.  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,  before his  office  is  finally  wound  up,  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 payment of the claim, being treated as an order for the refund of revenue. 

CHAPTER VII 
MISCELLANEOUS 

23.  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. 

24. Contracts to cease to have effect unless ratified by the Central Government or Government 
company.—Every  contract entered  into  by  the  Company  in  relation  to  the  undertakings  owned  by  it, 
which has vested in the Central Government under section 3, for any service, sale or supply, and in force 
immediately before the appointed day, shall, on and from the expiry of a period of one hundred and eighty 
days from the appointed day, cease to have effect unless such contract is, before the expiry of that period, 
ratified,  in  writing,  by  the  Central  Government  or  Government  company,  in  which  such  undertakings 
have been vested under this Act, and in ratifying such contract, the Central Government or Government 
company may make such alteration or modification therein as it may think fit: 

Provided that the Central Government or Government company shall not omit to ratify a contract and 

shall not make any alteration or modification in a contract— 

(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith 

or is detrimental to the interests of the Central Government or such Government company; and 

(b) except after giving to the parties to the contract a reasonable opportunity of being heard and 
except  after  recording,  in  writing,  its  reasons  for  refusal  to  ratify  the  contract  or  for  making  any 
alteration or modification therein. 

25. Penalties.—Any person who— 

(a) having in his possession, custody or control any property forming part of any undertaking of 
the  Company,  or  any  share  held  by  the  Company  in  any  specified  company,  wrongfully  withholds 
such property or share from the Central Government or Government company; or 

(b) wrongfully obtains possession of, or retains any property forming part of any undertaking of 
the  Company  or  willfully  withholds  or  fails  to  furnish  to  the  Central  Government  or  Government 
company  or  any  person  specified  by  that  Government  or  Government  company,  any  document 
relating to such undertakings or share which may be in his possession, custody or control or fails to 
deliver  to  the  Central  Government  or  Government  company  or  any  person  specified  by  that 
Government or 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 any share held by 
the Company in any specified company; or 

(c) wrongfully recovers or destroys any property forming part of any undertaking of the Company 
or prefers any claim under this Act which he knows or has reasonable cause to believe to be false or 
grossly inaccurate, 

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. 

10 

 
 26. Offences by companies.—(1) Where an offence punishable 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. 

(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 
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. 

Explanation.—For the purposes of this section,— 

(a) “company” means any body corporate and includes a firm or other association of individuals;  

(b) “director”, in relation to a firm, means a partner in the firm. 

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

28. 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 and section 29 
and section 30, may also be exercised by such person or persons 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. 

29.  Power  to  make  rules.—(1)  The  Central  Government  may,  by  notification,  make  rules  for 

carrying out the provisions of this 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  shall  be  given  to  the 

commissioner under sub-section (3) of section 5; 

(b)  the  form  and  the  manner  in  which,  and  the  conditions  under  which,  accounts  shall  be 

maintained by the Custodian as required by sub-section (3) of section 10; 

(c) the manner in which monies in any provident fund or other fund referred to in section 12 shall 

be dealt with; 

(d) any other matter which is required to be, or may be, prescribed. 

(3) 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 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. 

11 

 
 
 
30. 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. 

31.  Repeal  and  saving.—(1)  The  Bird  and  Company  Limited  (Acquisition  and  Transfer  of 

Undertakings and Other Properties) Ordinance, 1980 (18 of 1980), is hereby repealed. 

(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed 

shall be deemed to have been done or taken under the corresponding provisions of this Act. 

12 

 
 
 
SCHEDULE I 

[See section 2 (g)] 

1.  Bisra Stone Lime Company Limited                                      
2.  Burrakur Coal Company Limited 
3.  Birds Trading and Investments Company Limited 
4.  Eastern Investments Limited 
5.  Garuda Investments Limited  
6.  Karanpura Development Company Limited 

(including Funders Shares)   

7.  Kinnison Jute Mills Company Limited 
8.  Kumardhubi Fireclay and Silica Works-Limited     
9.  Lawrence Investments and Property Company Limited   
10.  Ondal Investments Company Limited      
11.  Orissa Minerals Development Company Limited 
12.  Sendra Investments Company Limited 
13.  Birds Employees’ Co-operative Society Limited 
14.  Becker Gray and Company (1930) Limited 
15.  Karanpura Collieries Limited—Preference Shares, 
having registered office at 11, British Indian Street, 
Calcutta-700069. 

Having Registered 
Office    
at Chartered Bank 
Buildings, Calcutta- 
700001. 

16.  Calcium Carbide and Chemicals Ltd., having    

           Having     

registered office at 161/1, Mahatma Gandhi Road,                             Registered 
Calcutta-700007 (Partly Paid).                                                            Office at                     

17.  Holman-Climax (Rock Drills) Limited                                               Dolphin Court, 
18.  Holman-Climax Manufacturing Limited                                            7-A, Middleton Street, 
19.  Patya Tea Company Limited, having registered                                Calcutta-700016. 

office at 12, Dilkusha, Street, Calcutta-700017. 

20.  The Titaghur Paper Mills Company Limited,having registered  

office at 95, Park Street,Calcutta-700016. 

21.  Sonakunda Baling Company Limited, having registered office 

 in Bangla Desh. 

13 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                         
 
 
 
 
 
 
 
 
 
 
 
 
 
SCHEDULE II 

(See sections 17, 18, 19 and 21) 

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY 

Category I— 

(a) Wages, salaries and other dues payable to the employees of the Company. 

(b)  Arrears  in  relation  to  contributions  to  be  made  by  the  Company  to  the  Provident  Fund, 
Employees State Insurance Fund, Life Insurance Corporation premium and any other arrear under any 
law for the time being in force (excluding gratuity). 

Category II— 

Principal amount of secured loans advanced by— 

(i) Central Government; 

(ii) State Government; 

(iii) Banks; 

(iv) public financial institutions. 

Category III— 

Principal amount of unsecured loans advanced by— 

(i) Central Government; 

(ii) State Government; 

(iii) Banks; 

(iv) public financial institutions. 

Category IV— 

(a)  Any  credit  availed  of  by  the  Company  for  the  purpose  of  carrying  on  any  trading  or 

manufacturing operations. 

(b) Any dues payable to the State Electricity Boards or other Government or semi-Government 

institutions for supply of goods or services. 

(c) Arrears of interest on loans and advances. 

Category V— 

(a)  Revenue,  taxes,  cesses,  rates  or  other  dues  to  Central  Government,  State  Government  and 

local authorities. 

(b) Any other loans or dues. 

14 

 
