Chapter I ~ © M

(1) This Act may be called the Commonwealth Trust, Kozhikode (Acquisition and Transfer of Undertaking) Act, 2012. (2) It shall come into force at once.

(1) In this Act, unless the context otherwise requires,— (a) "Commissioner" means the Commissioner of payments appointed under section 17; (b) "Government" means the Government of Kerala, (c) "owner" means the person or association of persons who or which was immediately before the date of commencement of this Act the proprietor or lessee or occupier of the undertaking or any part thereof or a person or persons who purchased land from the undertaking and includes the subsequent transferees of such land; (d) "prescribed" means prescribed by rules made under this Act; (e) "State Industrial Development Corporation" means the Kerala State Industrial Development Corporation formed and registered under the Companies Act, 1956 (Central Act I of 1956); (f) "textile company" means the company specified in column (2) of the First Schedule as owning the undertaking specified in the corresponding entry in column (2) of that Schedule; (g) "undertaking" means the textile undertaking specified in the First Schedule; (h) "unused land" means the properties sold by the undertaking or any person or authority on its behalf which are in the possession and ownership of the transferees but remain unused as on the date of commencement of this Act and more specifically described in the Third Schedule to this Act; (2) Words and expressions used but not defined in this Act and defined in the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951), shall have the meanings respectively assigned to them in that Act. (3) Words and expressions used but not defined either in this Act or the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951), and defined in the Companies Act, 1956 (Central Act I of 1956), shall have the meanings respectively assigned to them in the Companies Act, 1956 (Central Act I of 1956).

(1) The right, title and interest of the owner in relation to the undertaking and the unused land shall, by virtue of this Act, stand transferred to, and shall vest absolutely in, the Government. (2) The said undertaking and the unused land which stand vested in the Government by virtue of sub-section (1) shall, immediately after it has so vested, stand transferred to, and vest in, the State Industrial Development Corporation.

(1) The undertaking referred to in section 3 shall be deemed to include all assets, rights including lease-hold rights, 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 and book debts and all other rights and interests in, or arising out of, such property as were immediately before the date of commencement of this Act in the possession, power or control of the owner and all books of account, registers and all other documents of whatever nature relating thereto and shall also be deemed to include the liabilities and obligations specified in sub-section (2) of section 5. (2) All property as aforesaid which have vested in the Government under sub-section (1) of section 3 shall, by force of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, lien and all other encumbrances affecting it, and any attachment, injunction or decree or order of any court restricting the use of such property in any manner shall be deemed to have been withdrawn. (3) Where any licence or other instrument in relation to the said undertaking had been granted at any time before the date of commencement of this Act to an owner by the Central Government or a State Government or any other authority, the State Industrial Development Corporation shall, on and from such date be deemed to be substituted in such licence or other instrument in place of the owner referred to therein as if such licence or other instrument had been granted to it and shall hold such licence or the said undertaking specified in such other instrument for the remainder of the period for which the owner would have held such licence or the undertaking under such other instrument. (4) Every mortgagee of any property which has vested under this Act in the 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. (5) For the removal of doubts, it is hereby declared that the mortgagee of any property referred to in sub-section (2) 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 interest, payment of the mortgage money or other dues, in whole or in part, out of the amount specified in relation to such property, in the First Schedule, but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the Government. (6) if, any suit, appeal or other proceeding of whatever nature in relation to any matter specified in sub-section (2) of section 5 in respect of the said undertaking, instituted or preferred by or against the textile company is pending as on the date of commencement of this Act, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of transfer of the undertaking or of anything contained in this Act but the suit, appeal or other proceedings may be continued, prosecuted and enforced by the State Industrial Development Corporation.

(1) Every liability, other than the liability specified in sub-section (2), of the owner in respect of any period prior to the date of commencement of this Act shall be the liability of such owner and shall be enforceable against him and not against the Government or the Kerala State Industrial Development Corporation. (2) Any liability arising in respect of— loans advanced by the Central Government or the State Government to the undertaking (together with interest due thereon); wages, salaries and other dues of employees of the said undertaking, in respect of any period after the undertaking has been taken over by the Government, shall be the liability of the Government and shall be discharged, for and on behalf of the Government, by the State Industrial Development Corporation as and when repayment of such loans or amounts become due or as and when such wages, salaries or other dues become due and payable. (3) For the removal of doubts, it is hereby declared that,— (i) save as otherwise expressly provided in this section or in any other section of this Act, no liability, other than the liability specified in sub-section (2), in relation to the undertaking or the property sold in respect of any period prior to the date of commencement of this Act, shall be enforceable against the Government or the Kerala State Industrial Development Corporation; (ii) no award, decree or order of any court, tribunal or other authority in relation to the undertaking or the properties sold, which are passed after the date of commencement of this Act in respect of any matter, claim or dispute, in relation to any matter not referred to in sub-section (2) which arose before that day, shall be enforceable against the Government or the State Industrial Development Corporation; (iii) no liability of the undertaking or any owner thereof for the contravention, before the company has been closed, of any provision of a law for the time being in force, shall be enforceable against the Government or the State Industrial Development Corporation.

(1) The State Industrial Development Corporation may, if it consider it necessary to do, so, form subsidiary corporations under the Companies Act, 1956 (Central Act I of 1956), and register them under that Act.

(1) An amount equal to the value of the assets of the undertaking and the properties sold which are transferred to, and vested in, the State Industrial Development Corporation under sub-section (2) of section 3 shall be deemed to be the contribution made by the Government to the equity capital of the State Industrial Development Corporation; and for the contribution so made, the State Industrial Development Corporation shall issue (if necessary after amending its memorandum and articles of association) to the Government paid-up shares, in the equity capital, having a face value equal to the amount specified against the undertaking in the corresponding entry in column (3) of the First Schedule. (2) Where any liability is assumed by the Government under sub-section (1) of section 26 they may call upon the State Industrial Development Corporation to issue (if necessary, after amending the memorandum and articles of association of the Corporation) to the Government additional paid-up shares, in its equity capital having a face value equal to the amount of the liability assumed by the Government under the said sub-section.

(1) The owner of the undertaking shall be given by the Government, in cash and in the manner specified in Chapter VI for the transfer to, and vesting in, it under sub-section (1) of section 3, of such undertaking and the right, title and interest of the owner in relation to the undertaking, an amount equal to the amount specified against it in the corresponding entry in column (3) of the First Schedule. (2) In addition to the amount referred to in sub-section (1), there shall be given by the Government, in cash, to the owner of the undertaking, simple interest at the rate of four per cent per annum on the amount specified against such owner in the corresponding entry in column (3) of the First Schedule for the period commencing on the date of commencement of this Act, and ending on the date on which payment of such amount is made by the Government to the Commissioner.

(1) The textile company shall be given by the Government for the deprivation of its management an amount of one thousand rupees per annum for the period commencing on the date on which the undertaking has been closed and ending on the date of commencement of this Act. (2) The amount calculated in accordance with the provisions of sub-section (1) shall carry simple interest at the rate of four per cent per annum for the period commencing on the date of commencement of this Act and ending on the date on which the payment of such amount is made by the Government to the Commissioner. (3) The amounts determined in relation to the undertaking in accordance with the provisions of sub-sections (1) and (2) shall be given by the Government to the textile company in addition to the amount specified in the First Schedule against that company.

(1) The owners of the properties sold and vested in Government under this Act shall be entitled for an amount by way of compensation at the rate of the market value of the land prevalent in the area as on the date of commencement of this Act. (2) The Commissioner shall be competent to fix the market value as compensation payable under sub-section (1). In the matter of fixation of compensation under sub-section (1), the Commissioner shall have all the powers of a Collector under the Land Acquisition Act. (3) The owners of the land shall be entitled to interest at the rate of 12% per annum on the amount so fixed by the Commissioner or in appeal, as the case may be, from the date of commencement of this Act till the date of payment of the amount to him.

The State Industrial Development Corporation or any person which that Corporation may, by order in writing, specify, shall be entitled to exercise the powers of general superintendence, direction, control and management of the affairs and business of the undertaking, the right, title and interest of an owner in relation to which have vested in that Corporation under sub-section (2) of section 3, and do all such things as the owner of the undertaking is authorised to exercise and do.

On the vesting of the management of the undertaking in the State Industrial Development Corporation, all persons in charge of the management of undertaking immediately before such vesting shall be bound to deliver to the State Industrial Development Corporation all assets, books of account, registers or other documents in their custody relating to the said undertaking. (2) The money which stand transferred under sub-section (1) to the State Industrial Development Corporation shall be dealt with by that Corporation in such manner as may be prescribed. Where the undertaking or any part thereof is transferred under this Act to a subsidiary corporation or other agency of the Government every person referred to in sub-section (1) and sub-section (2) of section 14, shall on and from the date of such transfer, become an employee of the subsidiary corporation or other agency of the Government and the provisions of sections 14 and 15 shall apply to such employee as they apply to an employee of the State Industrial Development Corporation as if references in the said sections to the State Industrial Development Corporation were references to the subsidiary corporation or other agency of the Government.

The State Industrial Development Corporation shall maintain the accounts of the said undertaking in accordance with the provisions of the Companies Act, 1956 (Central Act I of 1956). (1) The Government shall, within thirty days from the commencement of this Act, pay in cash, to the Commissioner, for payment to the owner of the undertaking, an amount equal to the amount specified against the undertaking in the First Schedule and shall also pay to the Commissioner such sums as may be due to the owner of the undertaking and the owners of the properties sold under sub-section (2) of section 8, section 9 and section 10. (2) A separate account shall be opened by the Government in favour of the Commissioner and every amount paid under this Act to the Commissioner shall be deposited by him in that account and thereafter such account shall be operated by the Commissioner. (3) Separate records shall be maintained by the Commissioner in respect of the undertaking and the payment made to him under this Act. (4) Interest accruing on the amounts standing to the credit of the account referred to in sub-section (2) shall ensure to the benefit of the owners of the undertaking and payment of interest to the owners of the properties sold.