GOVERNMENT  OF  MAHARASHTRA 
LAW  AND  JUDICIARY  DEPARTMENT 

MAHARASHTRA ACT No. XXXIII OF 1982 

THE  MAHARASHTRA  TEXTILE 
COMPANIES  (ACQUISITION  AND 
TRANSFER  OF  UNDERTAKINGS) 
ACT,  1982 

(As Modified up to  the ist June 20i2) 

PRINTED  IN  INDIA  BY  THE  MANAGER,  YERAVDA  PRISON  PRESS,  PUNE 
AND  PUBLISHED  BY  THE  DIRECTOR,  GOVERNMENT  PRINTING,  STATIONERY 
AND  PUBLICATIONS,  MAHARASHTRA  STATE,  MIJMBAI-400 004 

2012 

[Price  :  Rs. 

I 

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1982  :  Mah. XXXIII  I 

10235 

THE  MAHARASHTRA  TEXTILE  COMPANIES 
(ACQUISITION AND  TRANSFER OF UNDERTAKINGS) 
ACT, 1982 

CONTENTS 

PRFAMBLE 

SECTIONS 

1.  Short  title,  and commencement 

2.  Definitions 

3.  Acquisition  and  transfer  of rights  of Textile  Companies  in  respect  of 

their undertakings. 

4.  General effect  of vesting 

5.  Duty  to  deliver  possession  of undertakings  and  documents  relating 

thereto. 

6.  Duty to  furnish particulars 

7.  Shares to  be issued by State  Textile Corporation for the value of assets 

transferred to  it by  State  Government. 

8.  Payment  of amount for  acquisition 

9.  Management  and administration of undertakings 

10.  Employment of certain  employees  of companies  to  continue  under 

Corporation. 

11.  Penalties 

12.  Offences  by companies 

13.  Protection  of action taken  in  good faith 

14.  Power to  remove  difficulties 

15.  Repeal  and  saving 

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10237 

MAHARASHTRA ACT, No. XXXIII  OF 19821 
[ThE MAHARASHTRA  TEXTILE  COMPANIES 
(ACQUISITION AND  TRANSFER OF  UNDERTAKINGS) ACT, 1982.1 
[  This  Act  received  assent  of the  President on the  13th  October  1982;  assent 
was first published in  the Maharashtra Government Gazette,  Part IV, 
Extraordinary,  on the 14th October  1982.  1 
An  Act to provide for the acquisition of undertakings  of two textile 
companies for the purpose of ensuring continued and increased 
production of goods essential  to the needs of the country and for 
matters connected therewith or incidental thereto. 
WHEREAS  Messrs  Vijay  Manufacturing  Company  (Private)  Limited, 
Badnera,  and  Messrs  Western  India  Spinning and  Manufacturing Company 
LXV Limited,  Bombay, owning industrial undertakings were engaged in production 
of ofarticles  mentioned in the First  Schedule to the Industries  (Development and 

1951.  Regulation) Act,  1951,  i.  e.  textiles 

AND WHEREAS the companies  are being wound up under the supervision 
of the  Bombay  High  Court  and  the business  of these  companies  is  not  being 
continued; 

AND WHEREAS the management ofthe industrial undertakings ofthe  two 
companies had been taken over by the Maharashtra State  Textile Corporation 
Limited,  Bombay, on behalf of the Government  of India,  under section  18-FA 
of the  said Act; 

AND WHEREAS it is expedient to  acquire the  said undertakings for ensuring 
continued production  of goods  essential to  the needs  of State and the country 
and to  provide for matters  connected therewith,  or  incidental thereto 

AND WHEREAS both  Houses of the  State Legislature were not  in session 
AND  WHEREAS  the  Governor  of Maharashtra  was  satisfied  that 
Mah.  circumstances existed which rendered it necessary for him to  take immediate 
Ord.  action  to  make  a law  for the purposes  aforesaid;  and,  therefore,  promulgated 
XIIof 
1982  the Maharashtra Textile Comparnes (Acquisition  and Transfer of Undertakings) 

. 

. 

. 

. 

. 

.  Ordinance,  1982  on the 24th August  1982; 

AND  WHEREAS it is  expedient to  replace the  said  Ordinance by  an Act  of 
the  State  Legislature  ;  It  is  hereby  enacted  in  the  Thirty-third  Year  of the 
Republic  oflndia  as  follows  :- 

1. 

(1)  This  Act  may  be  called  the  Maharashtra  Textile  Companies  Short  title 

(Acquisition  and Transfer of Undertakings)  Act,  1982. 

(2)  It  shall be deemed to have  come into force on the  24th day ofAugust  1982.  ment. 
2. 

In  this Act,  unless the  context otherwise requires,- 
(a)  "appointed day" means the  date on  which  this Act  comes  into force 
(b)  "Company" or "Textile Company" means Messrs Vijay Manufacturing 
Company (Private) Limited, Badnera, or as the  case may be,  Messrs Western 
India  Spinning  and  Manufacturing  Company  Limited,  Bombay  being 
companies  as  defined in  the  Companies  Act,  1956  and  having  registered 
offices  in the  State  of Maharashtra; 

I  of 
1956 

and 
commence- 

Definitions. 

i  For Statement  ofObjects and Review,  See Maharashtra Government  Gazette,  1982,  Part V, 

dated  14th October  1982  at pages  340 and 341. 

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10238 

Maharashtra Textile  Companies  [  1982  :  Mah.  XXXIII 

(Acquisition  and Transfer of 
Undertakings) Act,  1982 

(c)  "Corporation" or "State  Textile Corporation" means the Maharashtra  of 
State  Textile  Corporation  Limited,  Bombay,  a  Company  incorporated  and 1956. 
registered under the  Companies  Act,  1956. 

(d)  "the  Court" means the  High Court  of Judicature  at Bombay; 
(e)  "undertaking"  means  an  industrial undertaking  owned  by  the 

concerned textile Company; 

(t)  words and expressions used herein and not defined, but defined in the  I  of 
Companies Act,  1956,  shall have the meanings respectively assigned to them 1956. 
in that  Act. 

Acquisition  3 
(1)  On the appointed day,  the undertakings ofboth the textile companies 
andtran:fer  and  the  right,  title and  interest  of the  concerned  Company  in relation  to  its 
TextileCorn-  undertakings, shall,  by virtue  ofthis Act,  stand transferred to,  and  shall vest 

panies  m  absolutely in,  the  State Government. 
respect of 
their under- 

(2)  Every  undertaking  which  stands  vested  in  the  State  Government  by 
takmgs.  virtue  of sub-section  (1)  shall,  immediately  after  it  has  so  vested,  stand 

transferred to  and  vested in,  the  State  Textile  Corporation. 

General  4 
(1)  The  undertakings  of each  of the  two  textile  companies  shall  be 
eeco  deemed to include all assets, rights, leasehold, powers, authorities and privileges 
and  all  property,  movable  and  immovable,  including cash  balances,  cash  on 
hand, reserve funds, investments 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 ofthe Company concerned in relation 
to its undertakings, whether within or outside  India, and all books of account, 
registers and  all  other documents  ofwhatever nature relating thereto. 

Explanation-For  avoidance  of  doubt,  it  is  hereby  declared  that  the 

expression "undertakings  of the Company" does  not include,- 

(a)  any debts  due  to  the  Company  ;  and 
(b)  any  amounts  recoverable  by the  Company  from  its  shareholders  or 

directors. 
(2)  All property included as aforesaid in  the undertakings, which have vested 
in the  State Textile Corporation under section 3  shall,  by force ofsuch vesting, 
be freed and discharged from any trusts, obligations, mortgages,  charges, liens 
and  other encumbrances  affecting  it,  and  any  attachment,  injunction  or  any 
decree or order ofany court restricting the  use ofsuch property in any  manner 
shall be  deemed  to  have  been withdrawn. 

(3)  If, on the appointed day,  any suit,  appeal or other proceeding of whatever 
nature  in  relation  to  any  business  of the  undertakings  of either  of the  two 
Companies  is  pending by  or  against that  Company, the  same  shall not  abate, 
be discontinued or be,  in any way, prejudicially affected by reason ofthe transfer 
of the undertaking of the  Company or  anything contained in this  Act, but the 
suit,  appeal or other proceeding may be continued, prosecuted and enforced by 
or  against the Company  concerned. 

Duty  to  5 

(1)  Notwithstanding  any judgement,  decree  or  order  of  any  court or 
anything  contained  in  any other  law  for the  time  being in  force,  the  Official 
ofLiquidator ofthe Company or  any other person, in whose possession  or custody 
underta-  or under whose control  the undertakings of any Company or  any part thereof 
may  be,  shall deliver possession  of the undertakings of the Company or  such 
relating  in  part thereof as  may  be  his possession, custody  or  control  to  the  State  Textile 

thereto.  Corporation forthwith. 

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1982  :  Mah.  XXXIII  I  Maharashtra Textile  Companies 

10239 

(Acquisition  and Transfer of 
Undertakings) Act,  1982 
(2)  The Official Liquidator or any other person who has, on the appointed day, 
in his possession or his custody or control  any books, documents or other papers 
relating  to  the  undertakings  of any  Company,  which  have  vested,  in  the 
Corporation,  shall be  liable  to  account for the said  books,  documents or  other 
papers to the Corporation  or to  such person as  the Corporation may  specify in 
this behalf 

(3)  The  Corporation  may take,  or cause  to  be taken,  all necessary steps  for 

securing  possession  of the undertakings,  which have  vested in  it. 

6. 

(1)  Each  Company  shall,  within  such  period  as  the  State  Textile 

Corporation  may  allow  in  this  behalf,  furnish  to  the  Corporation  a  complete particulars. 
inventory ofall the properties  and assets ofthe Company,  as on the appointed 
day, pertaining  to  the undertakings, which  have vested in  the Corporation. 

(2)  So  much ofthe obligation  ofthe Company under sub-section  (1)  as relates 
to the properties and assets ofthe Company in the possession, custody or control 
of any person other than the  Official Liquidator shall be discharged by him and 
so  much  of that obligation  as  relates  to  the  properties  and  assets  in  the 
possession, custody or control ofthe  Official Liquidator shall be discharged  by 
the Official  Liquidator. 

7.  An  amount  equal  to  the  value  of assets  of the  undertakings  of each 
Company transferred to,  and vested in, the State Textile Corporation under sub- 
section (2)  of section 3,  shall be deemed to be the  contribution made by the State  Cooration 
Government to  the equity capital of the Corporation; and  for the contribution  for value  of 
so  made,  the  Corporation  shall  issue  (if necessary  after  altering  its  assets 
memorandum  and  articles  of  association)  to  the  State  Government  paid-up  tmnsfelTed 
shares,  in  its equity  capital, having  a face  value  equal to  the  amount paid  by 
the State Government as the amount for the acquisition ofthe said undertakings 
of the company  concerned. 

te 

8. 

(1)  The  State  Government  shall  deposit,  in  cash,  in  the  Court,  to  the Payment  of 

tobe 

credit ofMessrs Vijay Manufacturing Company  (Private) Limited, Badnera, an 
amount equal  to the sum ofrupees  twenty lakh  (Rs.  20 lakhs)  for the transfer 
to,  and vesting in the State Government,  under sub-section  (1)  of section  3,  of 
the undertaking of the  said  Company. 

(2)  The  State Government shall likewise deposit, in cash,  in the Court,  to the 
credit ofMessrs Western India Spinning and Manufacturing Company Limited, 
Bombay,  an  amount equal  to  the  sum of  rupees  one  hundred twenty  lakhs 
(Rs.  120  lakhs) for the transfer to  and vesting in  the State Government, under 
sub-section  (2)  of section  3,  of the  undertakings of the  said  Company. 

(3)  For the  avoidance ofdoubt, it is hereby declared that the liabilities of each 
ofthe two textile Companies in relation  to its undertakings, which have vested 
in  the  State  Government,  shall  be  met  from  the  amount referred  to  in  sub- 
section  (1)  or  sub-section  (2)  as  the case  may  be. 

(4)  In meeting the liabilities  ofeach ofthe two  textile  Companies in relation 
to its undertakings, which have vested in the  State Government the Court shall 
distribute the amount referred to in sub-section (1)  or sub-section (2)  as the  case 
may be,  amongst the creditors ofthe concerned Company, whether secured or 
unsecured, in  accordance with  their rights  and  interests,  and  if there  is  any 
surplus  left  after  such  distribution,  amongst  the  contributors  of the  said 
Company in  accordance with  the rights  and  interests of such contributors. 

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10240 

Maharashtra Textile  Companies  [  1982  :  Mah.  XXXIII 

(Acquisition  and Transfer of 
Undertakings) Act,  1982 

. 

. 

ment  and 

Manage-  9  The undertakings,  which have  vested in  the State  Textile  Corporation 
admini-  under sub-section  (2)  of section 3  shall be managed on behalfof the Corporation 
such  person  or  body  of persons  (including  one  or  more  Government 
stration  of 
undertak-  companies,  whether  in  existence  at  the  commencement  of this  Act  or 
ings.  incorporated thereafter) as may be nominated by the  Corporation in  this behalf, 
and  such  person  or  body  of persons  shall  carry  on  the  management  in 
accordance with  such  regulations  as  may be  made by the  Corporation  in this 
behalf, with  the previous  approval of the  State Government. 

10. 

(1)  Every person, who has been,  immediately before the  appointed day, 
Employ- 
certain  employed  in  any  undertaking  of either  of the  two  textile  Companies  shall 
employees  become,  on  and  from the  appointed  day,  an  employee  of  the  State  Textile 
of  compa-  Corporation, with the same right and privileges  as to pension, gratuity and other 
mes  to  matters  as would  have  been admissible  to  him if the rights  in  relation to  the 
COtllU  undertaking had not  been transferred to,  and  vested in,  the Corporation  and 
Corpora-  shall continue  to do  so  unless and until his employment  in the  Corporation is 
tion.  duly terminated or until his remuneration and other conditions of service are 

duly  altered by  the Corporation. 

(2)  Notwithstanding  anything  contained  in  sub-section  (1)  any  liability 
accruing or  arising as  a result of continuance of any employee of a Company in 
the  service  of the  Corporation  under this  section,  shall  be  borne  by  the 
Corporation  only  in respect of any period on and  after the date of taking over  LXV 
of the  management of the undertaking under section  18-FA of the Industries1951 
(Development and Regulation)  Act,  1951. 

Penalties. 

11. 

(1) Any  person who- 

(a)  having  in his possession,  custody or  control  of any  property forming 
part of the undertakings of any textile company wrongfully withholds  such 
property from the  State  Textile  Corporation;  or 

(b)  wrongfully  obtains  possession  of any  property  forming part of the 
undertakings of any textile Company which have  vested in the corporation 
under this  Act;  or 

(c)  wilfully withholds or fails to furnish to the Corporation  as required by 
sub-section  (2)  of section  5  any document  which  may  be  in  his possession, 
custody or  control; 

(d)  wilfully fails  to  furnish an inventory  as required under section  6  ;  or 
(e)  when  required  to  furnish  such  inventory,  furnishes  any particulars 
therein which  are false  and which he either knows or believes to  be false or 
does not  believe  to  be  true, 
shall,  on  conviction, be  punished with imprisonment for a term which may 
extend to  two years,  or  with fine,  or  with both; 

provided that the  Court  trying any  offence  under  clause  (a)  or  clause 
(b)  or clause (c)  of this  sub-section  may, at the  time of convicting the accused 
person, order  him to  deliver up  or  refund within  a time  to  be  fixed  by  the 
Court  any  property  wrongfully withheld  or  wrongfully obtained  or  any 
document wilfully withheld or  not furnished. 

(2)  No  Court  shall  take cognizance  of any offence  punishable under this 
section,  except with the previous sanction  of the State Government or of an 
officer authorised by that Government in  this  behalf 

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1982  :  Mah.  XXXIII  I  Maharashtra Textile  Companies 

(Acquisition  and Transfer of 
Undertakings) Act,  1982 

10241 

12. 

(1)  Where an offence under this Act has been committed by a company,  Off 
every person who  at the time  the offence was committed was in charge of and by 
was responsible to the company for the conduct ofthe business ofthe 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; 

s 

companies 

Provided  that nothing contained  in  this  sub-section  shall  render  any such 
person liable to  any punishment,  ifhe 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 ofor 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 of the 
company,  shall  be deemed  to be  guilty of that offence  and shall be  liable to  be 
proceeded against and punished accordingly. 

Explanation.- For the purposes ofthis 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  partner in the  firm. 

13.  No  suit, prosecution or other legal proceeding shall lie  against the State  Protection 

Government or the State Textile  Corporation or  an officer  or other employee of  of action 
the  State Government or the Corporation,  serving in connection with the  affairs  taken  rn 
good  faith. 
ofthe undertakings of any  Textile Company for anything which  is  in good faith 
done or  intended to  be  done under this  Act. 

. 

. 

. 

. 

. 

. 

. 

14. 

Ifany difficulty arises in giving effect to the provisions ofthis Act,  the  Power  to 
State Government may,  as occasion arises, by order, do anything, which appears  iÎties 
to  it to  be  necessary to  remove  the difficulty  : 

Provided that no such order shall be made after the expiry ofaperiod of two 

years from the  appointed  day. 

Mah. 
0Undertakings) Ordinance,  1982  is hereby  repealed. 

(1)  The Maharashtra Textile  Companies  (Acquisition  and Transfer of  Repeal  and 

savmg. 

15. 

1982. 

(2)  Notwithstanding  such  repeal,  anything  done  or  any  action  taken 
(including any regulation made or  any order issued) under the said Ordinance 
shall be deemed to have been done,  taken, made or issued,  as  the case  may be, 
under the corresponding provisions  of this Act. 

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