1. Short title.—This Act may be called the Richardson and Cruddas Limited (Acquisition and
Transfer of Undertaking) Act, 1972.
2. Definitions.—(1) In this Act, unless the context otherwise requires,—
(a) “appointed day” means such date1
as the Central Government may, by notification, appoint;
(b) “Custodian” means the person who is appointed, under section 10, as the Custodian of the old
company;
(c) “Nationalised Bank” means a corresponding new bank as defined in the Banking Companies
(Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970);
(d) “new company” means the Government company, formed and registered under the
Companies Act, 1956 (1 of 1956), in pursuance of the provisions of section 9;
(e) “notification” means a notification published in the Official Gazette;
(f) “old company” means the Richardson and Cruddas Limited, a company formed and registered
under the Indian Companies Act, 1913 (7 of 1913) and having its registered office in the State of
West Bengal;
(g) “prescribed” means prescribed by rules made under this Act;
(h) “scheduled bank” has the meaning assigned to it in the Reserve Bank of India
Act, 1934 (2 of 1934), and includes a Nationalised Bank;
(i) “share” means a share in the capital of the old company;
(j) “Tribunal” means the Tribunal constituted under section 13.
1. 31st March, 1973, vide notification No. G.S.R. 165(E), dated 12th March, 1973, see Gazette of India, Extraordinary, Part II,
sec. 3(i).
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(2) Words and expressions used herein and not defined but defined in the Companies
Act, 1956 (1 of 1956), have, save as otherwise expressly provided in this Act, the meanings respectively
assigned to them in that Act.
CHAPTER II.—ACQUISITION OF THE UNDERTAKING OF THE RICHARDSON AND CRUDDAS LIMITED
3. Undertaking of the old company to vest in the Central Government.—On the appointed day,
the undertaking of the old company shall stand transferred to, and vest in, the Central Government, and
that Government shall, immediately thereafter, provide, by notification, for the transfer to, and vesting in,
of such undertaking in the new company.
4. General effect of meeting.—(1) The undertaking of the old company shall be deemed to include
all assets, rights, powers, authorities and privileges and all property, movable and immovable, cash
balances, 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 of the old
company in relation to the undertaking, whether within or without India, and all books of account,
registers (other than register of members and documents relating thereto), records and all other documents
of whatever nature relating thereto and shall also be deemed to include all borrowings, liabilities and
obligations of whatever kind then subsisting of the old company in relation to the undertaking.
(2) Unless otherwise expressly provided by this Act, all contracts, deeds, bonds, agreements, powers
of attorney, grants of legal representation and other instruments of whatever nature subsisting or having
effect immediately before the appointed day which relate to the undertaking of the old company, shall be
of as full force and effect in favour of the Central Government, and on the transfer of such undertaking to
the new company, of such new company and may be enforced or acted upon as fully and effectively as if
they had related to the Central Government or the new company, as the case may be.
(3) (a) If, on the appointed day, a proceeding instituted by the old company in relation to the
undertaking referred to in section 3 is pending, such proceeding may, as from that day, be continued by
the Central Government or, on the transfer of the undertaking to the new company, by the new company.
(b) If, on the appointed day, any cause of action is existing against the old company in relation to the
undertaking referred to in section 3, such cause of action may, as from that day, be enforced against the
Central Government or, on the transfer of the undertaking to the new company, against the new company.
(c) Save as otherwise provided in clauses (a) and (b), no suit, proceeding or cause of action by or
against the old company shall be continued or enforced by or against the Central Government or the new
company.
5. Duty to deliver possession of property acquired and documents relating thereto.—(1) Where
any property has vested in the Central Government under section 3, every person in whose possession or
custody or under whose control the property may be, shall deliver the property to the Central Government
forthwith.
(2) Any person who, on the appointed day, has in his possession or under his control any books,
documents or other papers relating to the undertaking which has vested in the Central Government under
this Act and which belong to the old company, or, would have so belonged if the undertaking of the old
company had not vested in the Central Government, shall be liable to account for the said books,
documents or other papers to the Central Government and, on the transfer of such undertaking to the new
company, to that company, and shall deliver them up to the Central Government or the new company, as
the case may be, or to such other person as the Central Government or the new company may specify in
this behalf.
(3) The Central Government may take, or cause to be taken, all necessary steps for securing
possession of all properties which have vested in that Government under section 3.
6. Duty to furnish particulars.—(1) The old company shall, within such period as the Central
Government may allow in this behalf, furnish to that Government, and the new company, a complete
inventory of all the properties and assets (including particulars of investments) of the old company on the
appointed day, all liabilities and obligations of the old company subsisting on that day and also all
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agreements entered into by the old company and in force on that day including agreements, whether
express or implied, relating to leave, pension, gratuity and other terms of service of any officer or other
employee of the old company under which, by virtue of this Act, the Central Government has, or will
have, or may have, the liabilities and, for this purpose, the Central Government and the new company
shall afford the old company all reasonable facilities.
(2) The old company shall, if required by the Central Government or new company so to do, furnish
such returns or information relating to the undertaking referred to in section 3, or, any person employed
by the old company for the purpose of such undertaking, as may be specified in such requisition.
7. Transfer of employees of the old company.—(1) Every officer or other employee of the old
company (except a director or any managerial personnel specified in section 197A of the Companies
Act, 1956 (1 of 1956), or any other person entitled to manage the whole or a substantial part of the
business of the old company under a special agreement with that company) in the employment of the old
company immediately before the appointed day shall, in so far as such officer or other employee is
employed in connection with the affairs of the undertaking of the old company, become, as from the
appointed day, an officer or other employee, as the case may be, of the Central Government and, on the
transfer of such undertaking to the new company, of that company, and shall hold his office on the same
terms and conditions and with the same rights to pension, gratuity and other matters as would have been
admissible to him if the undertaking of the old company had not been transferred to and vested in the
Central Government or the new company, and continue to do so unless and until his employment in the
Central Government or the new company is duly terminated for until the remuneration, terms or
conditions of service are duly altered by the Central Government or the new company, as the case may
be:
Provided that if the alteration so made is not acceptable to any officer or other employee, his
employment shall be terminated on payment to him by the Central Government or the new company, as
the case may be, of an amount equivalent to three months’ remuneration in the case of permanent
employees and one month’s remuneration in the case of other employees:
Provided further that nothing contained in this sub-section shall apply to any officer or other
employee who has, by notice in writing given to the Central Government or the new company, within
thirty days next following the appointed day, intimated his intention of not becoming an officer or other
employee of the Central Government or the new company, as the case may be.
(2) For the persons, who, immediately before the appointed day, were the trustees for any pension,
provident fund, gratuity or other like fund constituted for the officers or other employees of the old
company, there shall be substituted as trustees such persons as the Central Government or the new
company may, by general or special order, specify.
(3) 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 employee from the
old company to the Central Government or the new company shall not entitle such officer or other
employee to any compensation under that Act or other law, and no such claim shall be entertained by any
court, tribunal or other authority.
8. Payment of amount.—(1) For the transfer, under section 3, of the undertaking of the old company
to the Central Government, there shall be paid by the Central Government to the Custodian an amount of
rupees thirty lakhs.
(2) The Custodian shall open an account in the name of the old company in any scheduled bank and
credit the said amount to the said account and hold the said amount in trust for and on behalf of the old
company.
CHAPTER III.—MANAGEMENT AND ADMINISTRATION OF THE NEW COMPANY
9. Formation and registration of a new company.—For the efficient management and
administration of the undertaking which will vest in the Central Government under section 3, there shall
be formed and registered, before the appointed day, a Government company, with the name “Richardson
and Cruddas (1972) Limited”, in accordance with the provisions of the Companies Act, 1956 (1 of 1956).
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CHAPTER IV.—MANAGEMENT OF THE OLD COMPANY
10. Management of the old company.—(1) The affairs of the old company shall be managed by a
Custodian to be appointed by the Central Government in this behalf:
Provided that the Central Government may, if the Custodian declines to become, or to continue to
function as, the Custodian or if it is of opinion that it is necessary in the interests of the old company so to
do, appoint any other person as the Custodian of the old company.
(2) The Custodian appointed under sub-section (1) shall receive, from the funds of the old company,
such emoluments as the Central Government may specify in this behalf.
(3) The Custodian shall hold office during the pleasure of the Central Government.
11. Custodian to be public servant.—The Custodian shall be a public servant within the meaning of
section 21 of the Indian Penal Code (45 of 1860).
12. Vacation of office by directors, etc., of the old company.—(1) On the appointment of a
Custodian, every person holding office, immediately before such appointment, as director or manager of
the old company shall, notwithstanding anything contained in any other law for the time being in force or
in any decree or order of any court or tribunal, vacate such office.
(2) The Custodian shall receive the sum referred to in section 8 and shall deal with the said sum for
meeting any liability which is incurred by the old company after the appointed day, and the balance, if
any, left after meeting the said liability, in accordance with the wishes of the members of the old
company, expressed in a general meeting convened by the Custodian, and the provisions of the
Companies Act, 1956 (1 of 1956), shall, so far as may be, apply to such meeting.
(3) The Custodian may, if the members of the old company so desire, distribute the balance referred
to in sub-section (2) amongst such members in accordance with their rights and interests and thereafter
apply to the Court for the winding up of the old company by the Court.