PAREL INVESTMENTS AND TRADING PRIVATE LIMITED AND DOMESTIC GAS PRIVATE LIMITED (TAKING OVER O

THE PAREL INVESTMENTS AND TRADING PRIVATE LIMITED AND DOMESTIC GASPRIVATE LIMITED (TAKING OVER OF MANAGEMENT) ACT, 1979

ACT No. 29 OF 1979

26thMay, 1979

An Act to provide for the taking over, in the public interest, ofthe management of the undertakings of the Parel Investments and Trading PrivateLimited and the Domestic Gas Private Limited, pending acquisition of thoseundertakings, with a view to maintaining a service essential to the life of thecommunity, namely, the bottling, transporting, marketing and distribution ofliquefied petroleum gas, and for matters connected therewith or incidentalthereto

WHEREAS the undertakings inIndia of Caltex (India) Limited, a foreign company, had vested in Caltex OilRefining (India) Limited, a Government company within the meaning of theCompanies Act, 1956 (1 of 1956), under the Caltex [Acquisition of Shares ofCaltex Oil Refining (India) Limited and of the Undertakings in India of Caltex(India) Limited] Act, 1977 (17 of 1977);

AND WHEREAS the agreement datedthe 23rd November, 1970 entered into by Caltex (India) Limited with the EastCoast Gas Company, a partnership firm which has since been taken over by ParelInvestments and Trading Private Limited, under which Caltex (India) Limitedappointed the East Coast Gas Company as distributors for sale of its liquefiedpetroleum gas packed in cylinders, to domestic, commercial and industrialcustomers, in certain areas, has terminated on the 31st December, 1978;

AND WHEREAS the agreement datedthe 23rd November, 1970, entered into by Caltex (India) Limited with DomesticGas Private Limited, under which the former appointed the latter asdistributors for sale of its liquefied petroleum gas packed in cylinders, todomestic, commercial and industrial customers, in certain areas, has terminatedon the 31st December, 1978;

AND WHEREAS by an order issuedby the Company Law Board on the 9th May, 1978, the aforementioned Caltex OilRefining (India)Limited has been amalgamated with Hindustan Petroleum Corporation Limited;

AND WHEREAS for giving effectto the policy of the State towards securing the principle specified in clause(b) of article 39 of the Constitution, it is proposed to acquire theundertakings of Parel Investments and Trading Private Limited and Domestic GasPrivate Limited so that the means and resources as to bottling, transporting,marketing and distribution of liquefied petroleum gas of the said undertakingsbecome vested in the State and thereby are so distributed as best to subservethe common good;

AND WHEREAS pending theacquisition of the undertakings of Parel Investments and Trading PrivateLimited and Domestic Gas Private Limited with a view to the nationalisation ofthe business of bottling, transporting, marketing and distribution of liquefiedpetroleum gas hither–to carried on by them, it is expedient in thepublic interest to take over the management of the said undertakings;

BE it enacted by Parliament inthe Thirtieth Year of the Republicof India as follows: ––

CHAPTER

PRELIMINARY

1.Short title and commencement:(1) This Act may be called theParel Investments and Trading Private Limited and Domestic Gas Private Limited(Taking Over of Management) Act, 1979.

(2) It shall come into force atonce.

2.Definitions:In this Act, unless the contextotherwise requires, ––

(a) "appointedday" means the date on which this Act comes into force;

(b) "Custodian" meansthe Government company appointed under section 4 totake over the management of the undertaking of each of the two companies;

(c) "Governmentcompany" has the meaning assigned to it by section 617 of the CompaniesAct, 1956(1 of 1956);

(d) "liquefied petroleumgas" has the same meaning as in sub–item (2) of item No.11A of theFirst Schedule to the Central Excises and Salt Act, 1944 (1 of 1944);

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

(f) "thetwo companies" means –

(i) Parel Investments andTrading Private Limited, a company within the meaning of the Companies Act,1956 (1 of 1956), having its registered office at 53/57, Lakshmi InsuranceBuildings, Sir Phirozshah Mehta Road, Bombay–1;

(ii) Domestic Gas PrivateLimited, a company within the meaning of the Companies Act, 1956 (1 of 1956),having its registered office at 3464, RashtrapathiRoad, Secunderabad.

CHAPTER II

TAKING OVER OF MANAGEMENT OF THE UNDERTAKINGS OF THE TWO COMPANIES

3.Management of the undertakings of the twocompanies to vest in Central Government:(1) On and from the appointed day, the management ofthe undertaking of each of the two companies shall vest in the CentralGovernment.

(2) The undertaking of each ofthe two companies shall be deemed to include all assets, rights, leaseholds,powers, authorities and privileges and all property, movable and immovable,including lands, buildings, works, workshops, accommodation, shops and godowns,projects, stores, gas cylinders, facilities for bottling and filling liquefiedpetroleum gas and transporting, marketing and distribution thereof in bulk andin cylinders, regulators, valves, machinery, locomotives, automobiles, tanklorries, tank wagons, and other vehicles, liquefied petroleum gas in process orin stock or in transit, bank balances, cash balances, reserve funds,investments, books debts and all other rights and interests in or arising outof such property as were, immediately before the appointed day, in theownership, possession, power or control of the concerned company in relationconcerning the undertaking in India, and all books of accounts, registers,records, correspondence files, instruments (including agreements with dealers,sub–dealers and customers), assurances, maps, plans, sections, drawings,records of survey and all other documents of whatever nature relating thereto.

(3) Any contract, whetherexpress or implied, or other arrangement in so far as it relates to themanagement of the business and affairs of each of the two companies in relationto its undertaking and in force immediately before the appointed day, shall bedeemed to have terminated on the appointed day.

(4) All persons in charge ofthe management including persons holding offices as directors, managers or anyother managerial personnel of each of the two companies immediately before theappointed day shall be deemed to have vacated their offices as such on theappointed day.

(5) Notwithstanding anythingcontained in any other law for the time being in force, no person in force, noperson in respect of whom any contract of management or other arrangement isterminated by reason of the provisions contained in sub–section (3) orwho ceases to hold any office by claim any the provisions contained in sub–section(4), shall be entitled to claim any compensation for the premature terminationof the contract of management or other arrangement or for the loss of office,as the case may be.

4.Appointment of Custodian to take overmanagement of the undertakings of the two companies: (1) The Central Governmentshall, as from the appointed day, appoint Hindustan Petroleum CorporationLimited, a Government company, as the Custodian of the undertaking of each ofthe two companies for the purpose of taking over the management thereof, andthe Custodian shall carry on the management of the undertaking of each of thetwo companies for and on behalf of the Central Government.

(2) The Central Government may;issue such directions (including directions as to initiating defending orcontinuing any legal proceedings before any court, tribunal or other authority)to the Custodian as to its powers and duties as the Central Government deemsdesirable and the Custodian may apply to the Central Government at any time forinstructions as to the manner in which the Custodian shall conduct themanagement of the undertaking of each of the two companies or in relation toany matter arising in the course of such management.

(3) Subject to the provisionsof this Act and to the control of the Central Government, the Custodian shallbe entitled, notwithstanding anything contained in the Companies Act, 1956 (1of 1956), to exercise all the powers of the Board of Directors of the twocompanies (including the power to dispose of any properties or assets of thetwo companies) whether such powers are derived from the Companies Act, 1956, orfrom the memorandum and articles of association of either of the two companiesor from any other source.

(4) Any person havingpossession, custody or control of any property forming part of the undertakingof either of the two companies, shall, on demand, deliver forthwith suchproperty to the Custodian or to any such person as may be authorised by theCustodian or the Central Government in this behalf.

(5) If any person fails orrefuses to comply with any demand made under sub–section (4)

for the delivery of any property,the Custodian or any person authorised under the said sub–section maytake possession of that property and may, for that purpose, use such reasonableforce as may be necessary.

(6) Any person who, on theappointed day, has in his possession or under his control any books, papers orother documents relating to the undertaking of either of the two companies,including the minutes books containing the resolutions of the persons in chargeof the management thereof before the appointed day, the current cheque booksrelating to the undertaking of such company, any; letters, memoranda, notes orother communications between him and such company, shall, notwithstandinganything contained in any other law for the time being in force, be liable toaccount for the books, paper and other documents (including such minutes books,cheque books, letters, memoranda or other communications) to the Custodian andshall deliver them up to the Custodian or to any such person as may beauthorised by the Custodian or the Central Government in this behalf.

(7) Every person in charge ofthe management of the undertaking of either of the two companies immediatelybefore the appointed day, shall, within ten days from the appointed day; orwithin 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) formingpart of such undertaking immediately before the appointed day and of all theliabilities and obligations of such company in relation to its undertakingsubsisting immediately before that day and any other information relating tothe undertaking of such company which the Custodian may require in this behalfand also of all agreements entered into by such company in relation to itsundertaking and in force immediately before that day.

(8) The Custodian shall receivefrom the funds of the undertaking of each of the said companies suchremuneration as the Central Government may fix.

5.Payment of amount: (1) Each of the two companiesshall be given by the Central Government an amount, in cash, for vesting in it,under section 3, of the management of the undertaking thereof.

(2) For every; month duringwhich the management so vests in the Central Government, the amount referred toin sub–section (1) shall be a sum of rupees seven hundred and fifty inthe case of the Parel Investments and Trading Private Limited and rupees twohundred and fifty in the case of the Domestic Gas Private Limited.

CHAPTER III

MISCELLANEOUS

6.Application of Act 1 of 1956: (1) Notwithstanding anythingcontained in the Companies Act, 1956, or in the memorandum or articles ofassociation of either of the two companies, so long as the management of theundertakings of the two companies remains vested in the Central Government, –

(a) itshall not be lawful for the shareholders of either of the two companies or anyother person to nominate or appoint any person to be a director of suchcompany;

(b) noresolution passed at any meeting of the shareholders of either of the twocompanies on or after the appointed day shall be given effect to unlessapproved by the Central Government;

(c) noproceeding for the winding up of either of the two companies or for theappointment of a liquidator or receiver in respect thereof shall lie in anycourt except with the consent of the Central Government.

(2) Subject to the provisionscontained in sub–section (1), and to the other provisions contained inthis Act and subject to such other exceptions, restrictions and limitations, ifany, as the Central Government may, by notification, specify in this behalf,the Companies Act, 1956 (1 of 1956);, shall continue to apply to the twocompanies in the same manner as it applied thereto before the appointed day.

7.Penalties: (1) Any person, who –

(a) having in his possession,custody or control any property forming part of the undertaking of any of thetwo companies, wrongfully; withholds such property from the Custodian or anyperson authorised under this Act for the purpose, or

(b) wrongfullyobtains possession of any such property, or

(c) wilfullyand without lawful excuse, retains any property of the undertaking of any ofthe two companies or removes or destroys it, or

(d) wilfully; withholds orfails to deliver any books, papers or other documents which may be in hispossession or under his control to the Custodian or any person authorised underthis Act for the purpose, or

(e) fails,without reasonable cause, to furnish information or particulars as provided insub–section (7) of section 4, shall be punishable with imprisonment fora term which may extend to shall be punishable with imprisonment for a termwhich may extend to two years, or with fine which may extend to ten thousandrupees, or with both.

(2) No court shall takecognizance of an offence punishable under this section except with the previoussanction of the Central Government or of an officer authorised by the CentralGovernment in this behalf.

8.Offences by companies:(1) Where an offence under thisAct has been committed by a company, every person who at the time offence wascommitted was in charge of, and was responsible to, the company; for theconduct of the business of the company, as well as the company, shall be deemedto be guilty of the offence and shall be liable to be proceeded against andpunished accordingly:

Provided that nothing containedin this sub–section shall render any such person liable to anypunishment, if he proves that the offence was committed without his knowledgeor that he had exercised all due diligence to prevent the commission of suchoffence.

(2) Notwithstanding anythingcontained in sub–section (1), where any offence under this Act has beencommitted by a company and it is proved that the offence has been committedwith the consent or connivance of, or is attributable to any neglect on thepart of, any director, manager, secretary or other officer of the company, suchdirector, manager secretary or other officer shall be deemed to be guilty ofthat offence and shall be liable to be proceeded against and punishedaccordingly.

Explanation: For thepurpose of this section, –

(a) "company"means any body corporate and includes a firm or other association ofindividuals; and

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

9.Exclusion of period of operation of Act: In computing the period oflimitation prescribed by law for the time being in force for any suit orapplication against any person by either of the two companies in respect of anymatter arising out of any transaction in relation to the undertaking of suchcompany, the time during which this Act is in force shall be excluded.

10.Act to have over-ridingeffect: The provisions of this Act orany notification, order or rule made thereunder shall have effectnotwithstanding anything inconsistent there–with contained in any lawother than this Act or in any instrument having effect by virtue of any lawother than this Act or in any decree or order of any court.

11.Protection of action takenin good faith: (1) Nosuit, prosecution or other legal proceeding shall lie against any officer orother employee of the Central Government, the Custodian or any chairman,director, officer or other employee of the Custodian for anything which is in;good faith done or intended to be done under this Act.

(2) No suit or other legalproceeding shall lie against the Central Government or any; of its officers orother employees or the Custodian or any; chairman, director, officer or otheremployee of the Custodian for any damage caused or likely to be caused byanything which is in good faith done or intended to be done under this Act.

12.Contracts in bad faith,etc., to be terminated or modified: If the Central Government is satisfied, after suchinquiry as it may think fit, that any contract or agreement entered into at anytime within twenty–four months immediately preceding the appointed day,between either of the two companies and any other person, in so far as such;contract or agreement relates to the undertaking of either of the two suchcontract or agreement relates to the undertaking of either of the twocompanies, has been entered into in bad faith or is detrimental to theinterests of the undertaking of the concerned company, it may make an orderterminating or modifying (either unconditionally or subject to such conditionsas it may think fit to impose) and thereafter the contract or agreement shallhave effect accordingly:

Provided that no contract oragreement shall be terminated or modified by the Central Government exceptafter giving to the parties to the contract or agreement a reasonableopportunity of being heard and except after recording in writing its reasonsfor such termination or modification.

13.Avoidance of transfer or surrenderafter 29th December, 1977: Any transfer of property, movable or immovable, or any deliveryof goods (other than a delivery made in the ordinary course of business) orrelinquishment or surrender of any; right or interest in respect of anyproperty under any arrangement secured by agreement or otherwise by either ofthe two companies or East Coast Gas Company (before its take over by ParelInvestments and Trading Private Limited) made at any time after the 29thDecember, 1977 (being the date on which the notice terminating the dealershipagreement with the relevant companies was made known) and before the appointedday shall be void against the Central Government or the Custodian, as the casemay; be, and notwithstanding anything contained in any other law or agreementor instrument relating to any; such property, right or interest, the CentralGovernment or the Custodian, as the case may be, shall, on and after theappointed day, be entitled to such property, right or interest on the sameterms and conditions on which either of the two companies or East Coast GasCompany would have been entitled to such property, right or interest if it hadnot transferred, delivered, relinquished or surrendered the same and this Acthad not been passed:

Provided that nothing in thissection shall apply; to any property, goods, right or interest, transferred,delivered, relinquished or surrendered in good faith and for sufficientmonetary; consideration.

14.Powerto terminate contract of employment: If the Custodian is of the opinion that anycontract of employment entered into by either of the two companies in relationto the undertaking of such company, at any time before the appointed day, isunduly onerous, it may, by giving to the employee one month’s notice in writingor the salary or wages for one months in lieu thereof, terminate such contractof employment.

15.Powerto remove difficulties: If any difficulty arises in giving effect to the provisions ofthis Act, the Central Government may, by order, not inconsistent with theprovisions of this Act, remove the difficulty:

Provided that no such ordershall be made after the expiry of a period of two years from the appointed day.

16.Powerto make rules: (1) TheCentral Government may, by notification, make rules to carry out the provisionsof this Act.

(2) Every rule made by theCentral Government under this Act shall be laid, as soon as may be after it ismade, before each House of Parliament while it is in session for a total periodof thirty days which may be comprised in one sessions or in two or moresuccessive sessions, and if, before the expiry of the session immediatelyfollowing the session or the successive sessions aforesaid, both Houses agreein making any modification in the rule or both Houses agree that the ruleshould not be made, the rule shall thereafter have effect only in such modifiedform, or be of no effect, as the case may be so, however, that any suchmodification or annulment shall be without prejudice to the validity ofanything previously done under that rule.