Chapter II ACQUISITION OF SHARES OF THE COMPANY

(1) On the appointed day, all shares of the Company other than the shares already held by the Government or its nominees in the Company shall, by virtue of this Act, stand transferred to, and vested in the State Government. (2) The State Government shall he 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). (2) 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 emcumhrances 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the court, tribunal or Other authority restricting the use of such shares in any manner, shall be deemed to have been withdrawn (4) For the removal of doubts, it is hereby declared that the provision of sub-sections (1) and (2) shall not be deemed to affect (a) any right of the Company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 any other ground whatsoever, or (b) any right of the shareholder subsisting, immediately before the appointed day against this Company to receive any divident or other payment due from the Company.

(1) On the appointed day or immediately thereafter, the State Government or any officer or officers authorised in that behalf by the Government shall be entitled to take over all assets, books of accounts, registers and also documents relating to the Company from the persons in charge of management of the Company immediately before the vesting the shares and all such person should be bound to deliver the same to the State Government or the officer or officers authorised in that behalf and said officer or officers, for that purpose, shall be entitled to take help and assistance of other officers of the State Government as may be considered necessary. (2) The State Government, or the officer or officers authorised under sub-section (1), subject to the control and direction of the State Government, shall be entitled to run the affairs of the Company by taking all necessary steps in that behalf until all necessary steps are taken under the provisions of the companies Act, 1956 relating to the Company. (3) Any officer or officers authorised by the State Government under sub-section (1) shall be deemed to be public servants within the meaning of section 21 of the Indian Penal Code. (4) The State Government may from time to time issue such directions by general or special order as may be considered necessary to exercise effectively the powers under sub-sections (1) and (2) above, including opening of account with Banks in the name of the Company, Operation thereof any giving of all necessary directions and respect of the existing accounts in the name of the Company with Banks and other Financial Institutions including operation thereof.

(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, the amount calculated as the value of such shares in accordance with the principles laid down in the Wealth Tax Act. 1957 (Act. 27 of 1957) and the Rules framed thereunder for determining the value of unquoted shares as in force on the appointed day and in the manner specified in section 7. (2) The amount, referred to in sub-section (1), shall carry simple interest at the rate of four percent 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.

(1) The State Government shall, for the purpose of disbursing the amounts payable to shareholders of the Company under section 5, by notification, appoint a Commissioner of payments. (2) The State Government may appoint such other persons as it may think fit to assist the Commissioner and there upon 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 those powers in the same manner and with 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.

(1) The State Government shall, within 30 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 payable under sub-section (1) of section 5, (b) an amount equal to the amount determined under sub-section (2) of section 5, and (2) A deposit account shall be opened by the State Government in favour of the Commissioner, and every amount paid under this Act to the Commissioner shall be deposited by him to the credit of the said deposit account shall be operated by the Commissioner. (3) The interest accruring 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.

(1) 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. 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. (2) Every shareholder of a preference share shall have a preferential claim with regard to the amount paid by the State Government to the Commissioner.

On receipt of the claims made under section 8, the Commissioner shall examine the claims in relation to each share.

(1) After examining the claims, the Commissioner shall fix a certain date or before which very claimant shall file the proof of his claim or be excluded from the benefit of disbursements made by the Commissioner.

(2) Not less than fourteen days notice of the date so axed shall be give by advertisement in one issue of the newspaper in the English language as the Commissioner may consider suitable, and every such notice shall call upon the 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 claim 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 have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or place 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 matter, namely :—

(a) the sumoning and enforcing the attendance of any witness and examining him on oath;

(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.

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of section 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.

(7) A claimant, who is dissatisfied with the de isbn of the Commissioner, may prefer an appeal against the decision to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the Company is situated.

(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 to the person or persons to whom such sums are due, and such payment, the liability of the State Government in respect of the share so acquired, shall stand discharged.

(2) The Commissioner shall also apportion amongst the shareholders, the amount paid to him by way of interest under sub- section (3) of section 7, and such apportiofl ment shall be made on the basis of the amount due to each shareholder.

Any money paid to the Commissioner which remain undisbursed or unclaimed on the date immediately preceeding the date on which the office of the Commissioner is finally wounded up, shall be transferred by the Commissioner before his office is finally wounded 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.

For the purposes of ascertaining whether any person claiming payment under this Act is a shareholder, the Commissioner shall have the right to:

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

(b) require any person to make any statement or furnish any information which may be required by the CommiS5i0fle1

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 claiment to the amount), the Commissioner may, after making such enquiry as he may deem fit, make the payment to such person as appears to him to be best entitled to receive the amount:

Provided that if the Commissioner is unable to determine as to who is the person entitled to the amount and considers that the matters could more appropriately be dealt with by the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the Company is situated, he may refer such dispute to the said-court, whose decision thereon shall be final;

Provided further that nothing contained herein shall effect 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.

Where any dispute has been referred under section 14 by the Commissioner to the civil court referred to therein he shall deposit the amount in that court.