1 0

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

[1982: Mah. XXXIV

GOVERNMENT OF MAHARASHTRA

LAW  AND  JUDICIARY  DEPARTMENT

MAHARASHTRA ACT No. XXXIV
OF 1982

THE  PULGAON  COTTON  MILLS  LIMITED
(ACQUISITION  OF  SHARES)  ACT,  1982

(As  modified  upto  31st  August  2012)

*

PRINTED  IN  INDIA  BY  THE  MANAGER,  GOVERNMENT  CENTRAL  PRESS,  MUMBAI  AND
PUBLISHED  BY  THE  DIRECTOR,    GOVERNMENT  PRINTING,  STATIONERY  AND
PUBLICATIONS,  MAHARASHTRA  STATE,  MUMBAI  400  004

2012

[Price—Rs.  12.00]

1 2
1982: Mah. XXXIV]

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982
THE PULGAON COTTON MILLS LIMITED
(ACQUISITION OF SHARES) ACT, 1982

(i)
[1982: Mah. XXXIV

PREAMBLE.

SECTIONS.

CONTENTS

CHAPTER I

PRELIMINARY

1. Short title and commencement.

2. Definitions.

CHAPTER II

ACQUISITION OF SHARES OF THE COMPANY

3. Transfer and vesting of shares of the Company in the State Government.

4. Payment of amounts.

5. Appointment of Commissioner of Payments.

6. Payment by the State Government to the Commissioner.

7. Claims to be made to the Commissioner.

8. Examination of claims.

9. Admission or rejection of claims.

10. Disbursement of money by the Commissioner to claimants.

11. Undisbursed or unclaimed amount to be deposited to the general revenue

account.

12. Power of inspection.

13. Power of Commissioner to inquire into disputes as to amount.

14. Deposit of amount in Court.

CHAPTER III

MISCELLANEOUS

15. Act to have over-riding effect.

16. Penalties.

17. Offences by companies.

18. Limitation of cognizance of offences.

19. Power to make rules.

20. Power to remove difficulties.

21. Repeal and saving.

H  795—1

MAHARASHTRA ACT No. XXXIV OF 19821
1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

1

[THE PULGAON COTTON MILLS LIMITED (ACQUISITION OF SHARES)
ACT, 1982]

LXV
of
1951.

(Received the assent of the President on 13th October 1982; assent
was first pusblished in the Maharashtra Government Gazette,
Part IV, on the 14th October 1982).

An Act to provide for the acquisition of shares of the Pulgaon
Cotton  Mills  Limited,  with  a  view  to  securing  proper
management of the affairs of the company and the continuity
and development of the production of articles which are vital to
the  needs  of  the  general  public  and  for  matters  connected
therewith, or incidental thereto.

WHEREAS Messrs. Pulgaon Cotton Mills Limited, 59, Apollo Street,
Bombay, are engage in the manufacture and production of cotton fabrics
at its mills at Pulgaon, in Wardha District, which are vital to the needs
of the general public ;

AND WHEREAS the Central Government by its Notification in the
Ministry  of  Industries  (Department  of  Industrial  Development),
No. S. O. 753 (E)/18AA/IDRA/76, dated the 25th November 1976, has
taken over the industrial undertaking for management under section
18AA of the Industries (Development and Regulation) Act, 1951 ;

AND WHEREAS large scale modernisation programmes have been
chalked out for the undertaking for making it a completely viable unit
and whereas the State Bank of India and the Financial Institutions have
advanced considerable sums to the company and a major portion of the
loans  sanctioned  by  the  Financial  Institutions  for  the  modernisation
programmes has been guaranteed by the State Government ;

AND WHEREAS the State Government has also advanced a sum of

Rs. 25.00 lakhs for the unit ;

AND WHEREAS it is essential to maintain the volume of production

as well as the level of employment in the industry ;

AND  WHEREAS  further  investment  of  large  sums  of  money  is
necessary for the maintenance and development of the production of
the undertakings of the industry and for securing the proper management
of the affairs of the industry ;

AND  WHEREAS  acquisition  of  the  shares  of  the  company  by  the
State Government for having an effective control over the affairs of the
company was necessary in the public interest to enable it to make the
investments aforesaid ;

1 For  Statement  of  Objects  and  Reasons, see  Maharashtra  Government  Gazette,  1982,  Part  V,

Extra.,  pp.  243-254.

2

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

[1982: Mah. XXXIV

AND  WHEREAS  both  Houses  of  the  State  Legislature  were  not

in session  ;

AND  WHEREAS  the  Governor  of  Maharashtra  was  satisfied  that
circumstances  existed  which  rendered  it  necessary  for  him  to  take
immediate  action  to  make  a  law  for  the  purposes  aforesaid;  and,
therefore, promulgated the Pulgaon Cotton Mills Limited (Acquisition
of Shares) 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 of India as follows :—

Mah.
Ord.
XI of
1982.

Short title
and
commence-
ment.

Definitions.

CHAPTER I

PRELIMINARY

1.

(1) This Act may be called the Pulgaon Cotton Mills Limited

(Acquisition of Shares) Act, 1982.

(2)  It  shall  be  deemed  to  have  come  into  force  on  the  24th  day  of

August 1982.

2.

In this Act, unless the context otherwise requires,—

(a) “ appointed day ” means the date of commencement of this Act;

(b) “ bank ” means a banking company within the meaning of the

Banking Regulation Act, 1949 ;

(c) “  Commissioner  ”  means  the  Commissioner  of  Payments

appointed under section 5 ;

(d)  “  Company  ”  means  Messrs.  Pulgaon  Cotton  Mills  Limited,
being a company within the meaning of the Companies Act, 1956, and
having its registered office at 56, Apollo Street, Bombay 400 023, in
the State of Maharashtra ;

(e)   “  share  ”  means  share  in  the  capital  of  the  Company,  and
includes a share pledged by any shareholder with any bank or other
creditor;

X of
1949.

I of
1956.

(f) “ shareholder ” means,—

(i)  a  person  who,  immediately  before  the  appointed  day,  was
registered by the company as the holder of any share, and includes
his legal representative ; or

(ii) a person who, before the appointed day, had lodged with the
Company a proper instrument of transfer of any share in the form
prescribed under section 108 of the Companies Act, 1956, and executed
in accordance with the provisions of that section ; or

I of
1956.

1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition

3

I of
1956.

of Shares) Act, 1982

(iii) a person who claims under a proper instrument of transfer
of any share in the form prescribed under section 108 of the Companies
Act, 1956, and delivers such instrument to the Commissioner, duly
executed, on or before such date as the State Government may, by
notification in the Official Gazette, specify in this behalf;

(g)"  specified  date  "  means  such  date  as  the  State  Government
may, for the purpose of any provision of this Act, by notification in
the Official Gazette, specify and different dates may be specified for
different provisions of this Act;

I of
1956.

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

CHAPTER II

ACQUISITION OF SHARES OF THE COMPANY

3.

(1) On the appointed day, all the shares of the Company, except
those  held  by  the  financial  institutions  like  the  State  Industrial
Development  Corporation  of  Maharashtra,  the  Maharashtra  State
Financial Corporation, the State Bank of India or the Life Insurance
Corporation of India shall, by virtue of this Act, stand transferred to,
and vest in, the State Government.

Transfer  and
vesting of
shares  of  the
Company  in
the  State
Government.

(2) The State Government shall be deemed, on and from the appointed
day, to have been registered in the register of members of the 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) All the shares which have vested in the State Government under
sub-section (1), shall, by force of such vesting, be freed and discharged
of all trusts, liabilities, obligations, mortgages, charges, liens and other
encumbrances affecting them, and any attachment, injunction or any
decree or order of the Court, tribunal or other authority restricting the
use  of  such  shares  in  any  manner,  shall  be  deemed  to  have  been
withdrawn.

(4) 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 the Company subsisting, immediately before the
appointed  day,  against  any  shareholder  to  recover  from  such
shareholder any sum of money on the ground that the shareholder
has not paid or credited to the Company the whole or any part of the
value of the shares held by him, or on any other ground whatsoever,
or

(b)any right of the shareholder subsisting, immediately before the
appointed day, against the Company to receive any dividend or other
payment due from the Company.

(GCP)  H  795—2  (2542—9-2012)

4

Payment  of
amounts.

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

[1982: Mah. XXXIV

4.

(1) For the transfer to, and vesting in, the State Government,
under section 3, of the shares of the Company, there shall be given by
the State Government to the shareholders of the Company, in cash
and in the manner specified in section 6, an amount of rupees four per
share.

(2)  The  amount  referred  to  in  sub-section  (1)  shall  carry  simple
interest  at  the  rate  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  State  Government  to  the
Commissioner.

Appointment
of Commis-
sioner of
Payments.

5.

(1) The State Government shall, for the purpose of disbursing
the  amounts  payable  to  the  shareholders  of  the  Company  under
section 4, by notification in the Official Gazette, appoint a Commissioner
of Payments.

(2) The State 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.

(3) Any person authorised by the Commissioner to exercise any of
the  powers  exercisable  by  the  Commissioner  may  exercise  these
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 the State.

6.

(1) The State Government shall, within thirty days from the
specified date, pay, in cash, to the Commissioner, for payment to the
shareholders of the Company —

(a) an amount equal to the amount specified in sub-section (1) of

 section 4, and

(b) an amount equal to the amount determined under sub-section

(2) of section 4.

(2) A deposit account shall be opened by the State Government in
favour of the Commissioner, in the Public Account of the State, and
every  amount  paid  under  this  Act  to  the  Commissioner  shall  be
deposited by him to the credit of the said deposit account and the said
deposit account shall be operated by the Commissioner.

Payment  by
the  State
Government
to  the
Commis-
sioner.

1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition

5

of Shares) Act, 1982

(3) The interest accruing on the amount standing to the credit of the
deposit account referred to in sub-section (2), shall ensure to the benefit
of the shareholders of the Company.

7.

Every  shareholder,  having  a  claim  in  relation  to  any  share
acquired by this Act, shall prefer such claim before the Commissioner
within thirty days from the specified date :

Claims  to  be
made  to  the
Commis-
sioner.

Examination
of  claims.

Admission  or
rejection of
claims.

Provided that if the Commissioner is satisfied that the claimant was
prevented  by  sufficient  cause  from  preferring  the  claim  within  the
period of thirty days, he may entertain the claim within a further period
of thirty days and not thereafter.

8.

On receipt of the claims made under section 7, the Commissioner

shall examine the claims in relation to each share.

9.

(1)  After  examining  the  claims,  the  Commissioner  shall  fix  a
certain  date  on  or  before  which  every  claimant  shall  file  the  proof
of his claim.

(2) Not less than fourteen days' notice of the date so fixed shall be
given  by  advertisement  in  one  issue  of  such  daily  newspaper  in  the
English language, in one issue of such daily newspaper in the Marathi
language and in one issue of such daily newspaper in any other regional
language as the Commissioner may consider suitable, and every such
notice shall call upon every 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 claims 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, in writing, admit or reject the claim in whole or in part.

(5) The Commissioner shall also decide any dispute as to the person
or persons who are entitled to the amout and any dispute as to who are
the legal representatives of any deceased claimant.

(6)  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 will 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,  while  trying  a  suit,  in  respect  of  the  following
matters, namely :—

V of
1908.

(a) the summoning and enforcing the attendance of any witness

and examining him on oath ;

H  795—2a

6

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

[1982: Mah. XXXIV

(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.

(7) 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, and the Commissioner shall be deemed to be a Civil
Court for the purposes of section 345 and Chapter XXVI of the Code of
Criminal Procedure, 1973.

XLV
of
1860.
II of
1974.

(8)  A  claimant,  who  is  dissatisfied  with  the  decision  of  the
Commissioner, may prefer an appeal against the decision to the Bombay
City  Civil  Court,  within  the  local  limits  of  whose  jurisdiction  the
registered office of the Company is situated.

Disburse-
ment  of
money  by  the
Commissioner
to  claimants

10.

(1) After admitting a claim under this Act the amount due in
respect of each share acquired by virtue of this Act shall be paid by the
Commissioner  at  the  rate  of  rupees  four  per  share  to  the  person  or
persons to whom such sums are due, and on such payment, the liability
of  the  State  Government  in  respect  of  the  share  so  acquired  shall
stand discharged.

Undisbursed
or unclaimed
amount  to  be
deposited  to
the general
revenue
account.

(2) The Commissioner shall also apportion amongst the shareholders,
the  amount  paid  to  him  by  way  of  interest  under  sub-section  (3)  of
section 6,  and such  apportionment shall  be made  on the  basis of  the
amount due to each shareholder.

11. Any money paid to the Commissioner which 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 State Government; but a claim to any money so
transferred may be preferred to the State Government by the person
entitled to such payment and shall be dealt with as if such transfer had
not been made, the order, if any, for payment of the claim being treated
as an order for the refund of revenue.

Power  of
inspection.

12. For the purposes of ascertaining whether any person claiming
payment  under  this  Act  is  entitled  thereto,  the  Commissioner  shall
have the right to —

(a) require any person, having the possession, custody or of control
of any register or record of the Company, to produce such register or
record  before the  Commissioner ;

1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition

7

of Shares) Act, 1982
(b)  require  any  person  to  make  any  statement  or  furnish  any

information which may be required by the Commissioner.

13. Where there is any dispute as to the person or persons who are
entitled to any amount payable under this Act (including any dispute as
to who are  the legal representatives of any deceased  claimant to the
amount), the Commissioner may, after making such inquiry as he may
deem fit, make the payment to such persons as appears to him to be
best entitled to receive the amount:

Power  of
Commis-
sioner  to
inquire into
dispute  as  to
amount.

Provided that if the Commissioner is unable to determine as to who
is the person entitled to the amount and considers that the matter could
more appropriately be dealt with by a Civil Court, he may refer such
dispute to the Bombay City Civil Court, whose decision thereon shall be
final:

Provided further that nothing contained herein shall affect the liability
of any person, who may receive the whole or any part of the amount
allowed  under  this  Act,  to  pay  the  same  to  the  person  lawfully
entitled thereto.

14. Where any dispute has been referred under section 13 by the
Commissioner  to  the  Bombay  City  Civil  Court,  he  shall  deposit  the
amount in that court.

Deposit  of
amount  in
Court.

CHAPTER III

MISCELLANEOUS

15. The  provisions  of  this  Act  shall  have  effect  notwithstanding
anything inconsistent therewith contained in any law, other than this
Act,  or  in  any  instrument  having  effect  by  virtue  of  any  law  other
than this Act.

16.

If any person—

Act  to  have
over-riding
effects.

Penalties.

(a) makes any claim for any payment under this Act, knowing or
having  reason  to  believe  that  such  claim  is  false  or  without  any
basis; or

(b) when required under this Act so to do,—

(i)  omits  or  fails  to  produce  any  register  or  record  of  the

Company ; or

(ii) makes any statement or furnishes any information which is
false in any material particular and which he knows or believes to be
false or  does not believe  to be true  ; or

(c) makes any such statement as aforesaid in any book, account,

record,  register  or  other  document,

he  shall,  on  conviction,  be  punished  with  imprisonment  for  a  term
which may extend to two years, or with fine which may extend to two
thousand rupees, or with both.

8

Offences  by
companies.

The Pulgaon Cotton Mills Limited (Acquisition
of Shares) Act, 1982

[1982: Mah. XXXIV

17.

(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 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 with the consent or connivance
of,  or  is  attributable  to  any  neglect  on  the  part  of,  any  director,
manager, secretary, or other officer, 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

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

Limitation  of
cognizance of
offences.

18. No Court shall take cognizance of an offence punishable under
this Act, except with the previous sanction of the State Government or
of an Officer authorised by that Government in this behalf.

Power  to
make  rules.

19.

(1) Subject to the condition of previous publication, the State
Government may, by notification in the Official Gazette, make rules to
carry out the provisions of this Act.

(2) Every rule made under this Act shall be laid, as soon as may be
after it is made, before each House of the State Legislature while it is
in session, for a total period of thirty days, which may be comprised in
one session or in two successive sessions, and if, before the expiry of the
session in which it is so laid or the session immediately following, both
Houses agree in making any modification in the rule, or both Houses
agree that the rule should not be made, and notify such decision in the
Official  Gazette,  the  rule  shall  from  the  date  of  publication  of  such
notification 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 or
omitted to be done under that rule.

1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition

9

of Shares) Act, 1982

20.

If any difficulty arises in giving effect to the provisions of this
Act,  the  State  Government  may,  as  occasion  arises,  by  order,  do
anything, which appears to it to be necessary to remove the difficulty :

Power  to
remove
difficulties.

Provided that no such order shall be made after the expiry of a period

of two years from the appointed day.

21.

(1) The  Pulgaon Cotton Mills  Limited (Acquisition  of Shares)

Ordinance, 1982 is hereby repealed.

Repeal  and
saving.

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

Mah.
Ord.
XI of
1982.

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1982: Mah. XXXIV] The Pulgaon Cotton Mills Limited (Acquisition

1 1

of Shares) Act, 1982

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