Kerala act 029 of 1976 : The S.K.V.A Co-operative Pharmacy and Stores (Acquisition and Transfer of Undertaking) Act, 1976 (No.29 of 1976)

146

THE SK.VA CO-OPERATIVE PHARMACY

AND STORES

(ACQUISITION ^AND

TRANSFER^OF

UNDERTAKING)

ACT, ¹⁹⁷⁶

(Act 29'^of

1976)

CONTENTS

Preamble. Sections

1

Short

t1t1e and commencement

2 Defimtlons

3

Undertakmg

of

Soc1ety

to vest

1n

Government

4

General effect of

vestmg

5 Power of

Government to

dlrect

vestmg

of

undertakmg In

Company

6

Duty

to

dehver possessmn of

property

acqulred

and documents

relatmg

thereto

7.

Duty

to furmsh

partlculars

8 Transfer of serv1ce of

ex15t1ng

employees

9

Provxdent,

superannuatlon,

welfare and other funds.

10

Payment

of amount.

11

Payment

of undlsbursed d1v1dend

12 Penaltres

13

Ofiences

by compames.

14.

Protectlon

of actlon

taken

1n

good

falth.

15.

Power

to

make rules

id

.5.

147

THE

S.K.V

A. CO-OPERATIVE PHARMACY AND STORES

(ACQUISITION ^AND

TRANSFER ^OF

UNDERTAKING)

ACT,

1976* (Act ^{29 of}

1976)

An Act to

provide

for

the

acquisition

of the

undertakingr

of the

S.K.V.A.

Co-operative

Pharmacy

and Stores and 'the transfer ^of

the

undertaking

to

the Pharmaceutical Corporation

(Indian Medicines)

Kerala^Ltd. Preamble—WHEREAS it

is

expedient

to

provide

for the acquisition ^ofthe

undertaking ^{ofthe SKVA}

Co—operative Pharmacy ^andStores ^{and the}tranSfer ^{of the}

undertaking ^to?

the Pharmaceutical

Corpcration

(Indian

Medicmes)

Kerala

Ltd., BE it enacted

in

the

T wenty-seventh

Year

of

the

Republic of India as

follows~—-

1 Short title and

commencement—(1)

This Act may

be called the SKVA

Co—operative Pharmacy

and

Stores (Acquisition ^and

Transfer ^of

Undertaking) ^{Act, 1976}

(2) ^Itshall^comeintoforce^atonce

2. Definitions.—In this

Act,

unless

the context otherWise requires,—

(a)

"Administrator" means^the

Administrator ^{of the} Somety,

(b)

"appomted day"

means ^{the date on}

which^thisAct comes into

force, (c)

"Company"

means^the

Pharmaceutical

Corporation (Indian

MedJCines)

Kerala ^Ltd,

being ^aGovernment

Company as defined ⁱⁿsection 617 of the

Companies

Act,

1956

(Central Act ^1of

1956) ^and

havmg ^its

registered

office^atTrichur^{in the} State ^of

Kerala,

(d) "Somety"

means^{the SKVA}

Co-operative Pharmaq and

Stores, ^a

co—operative soc1ety

deemed ^tobe

registered under the Kerala

Co-operatwe

Soc1eties

Act,

1969

(21

of

1969)

and

having ^its

registered

office ^at

Trichur; 'Received the assent of

the

PreSident^onthe5th

day

of

July ¹⁹⁷⁶ and

published

in the Kerala Gazette

Extraordinary ^No.

410,

dated ^10th July

1976. ^.

148

(e)

"prescribed"

means

prescribed

by

rules^madeunder this

Act; (f)

"share" means^ashare ^{in the}

capital ^ofthe

Society.

3

Undertaking ^of

Society ^tovest in

Government—On the

appomted day,

the

undertaking ^ofthe

SOCiety

shall,

by virtue of

this

Act,

stand transferred

to

and vested in the Government and the

Society

shall be

deemed

to

have been dissolved.

4. General effect

of

vesting.—(l)

The

undertaking

of the Society

shall^be

deemed ^to

include^all

assets,

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

fund,

investments

and book

debts;

and all other

rights

and

interests

arismg ^{out ofsuch}

property ^aswere immediately

before^the

appomted day ^inthe

ownerslup, possession, power ^or

control ^ofthe

Society ⁱⁿ

relation ^{to its} undertaking, ^andallbooks^of

account,

registers, ^andallother documents ^of

whatever nature

relating

thereto^andshall ^also be deemed to include all

borrowmgs,

liabilities ^and

obligations of

whatever kind then

subSIStmg

of the

Soc1ety ⁱⁿ

relation ^to its

undertaking

(2) ^Allcontracts ^and

working

arrangements

which ^are subsisting immediately

before^the

appomted day ^and

affecting the

Society

shall,

in so^faras

they

relate ^tothe

undertaking

of the

Soc1ety,

cease to have

effect^orbeenforceable

against ^the Soc1ety ^or

any person^{who was}

surety, ^orhad

guaranteed ^the performance

thereof, ^andshall ^{be ofasfull}

force^andeffect against ^orin

favour ^oftheGovernment^and

enforceable^as

fully and

effectually ^as

if,

instead of

the

Society,

the Government had

been

named therein or had

been ^a

party

thereto

(3)

Any proceeding ^orcause^ofaction

pending ^or

existing immediately

before ^the

appointed day by ^or

against ^the

Soc1ety In relation to its

undertaking may, ^asfrom such

commence- ment, ^be

continued ^and

enforced

by ^or

against ^the

Govern- ment ^asit

might

have

been

enforced

by ^or

against

the

Soc1ety if

this Act had

not

been

passed

and shall cease^tobe

enforceable by ^or

against ^the

Society, ^its

surety ^or

guarantor.

V.

149

5.

Power of Government^todirect

vesting ^of

undertaking in

Company.—(1) Notw1thstand1ng anything

contamed ^m sections 3

and

4,

the Government may,

by

order ^m

wrntmg. direct that

the

undertaking

of the

Soc1ety

together ^Withall^its propertles,

assets,

habihties^and

obligatlons spec1fied ^{m sub-} sectlon

(1)

of section

4

shall,

instead

of

continuing

to vest ⁱⁿ the

Government, ^{vest 1nthe}

Company

either ^{on thedateof} publlcation ^{of the}

direction^{or on such}earlier ^or

later^date (not

bemg ^{a date}earlier ^{than the}

appointed

day) ^as

may ^be spec1fied ^mthatdlrectlon

(2)

Where^an

order

vesting ^the

undertaking ^ofthe Soc1ety ^1nthe

Company ^{IS made}

under sub-section ^{(1), allthe} rights.

llabllltles^and

obligations ^{of the}

Government ¹ⁿ

relation to

the

undertaking

of the

Socxety

shall,

on

and from

the

date of

such

vesting,

be

deemed to

have

become the

rights,

llablhtles and

obligations, respectively

of

the

Company

(3) ^The

Company

shall, ^1nthe

management ^andadmini- stration ^ofthe

undertakmg ^ofthe

Soc1ety, ^{act m}

accordance With such

dlrections,

if

any,

as

may be issued

by

the Govern- ment 1n this behalf

6

Duty

to deliver

possession

of

property acquired

and documents

relating thereto.——(1)

Where any

property

has vested ¹ⁿthe Government^orthe

Company

under

thls

Act, every person ⁱⁿ

whose possesswn ^or

custody ^orunder

whose control the

property

may be,

shall deliver the

property

to the Government or the

Company,

as

the

case

may be,

forthmth.

(2)

Any person^{who, onthe}

appomted

day, ^has1nhls possessxon ^orunder

his

control, any books,

documents ^or

other papers

relating ^tothe

undertakmg

of ^the

Soc1ety,

whlch ^have vested ^1ntheGovernment^orthe

Company

under this ^Act shall be

liable to

account for^thesad

books,

documents and papers ^totheGovernment ^{or the}

Company, ^{asthecase may} be, ^andshall

deliver ^them

up ^tothe

Government ^{or the} Company.

(3) ^The

Government^orthe

Company may take, ^orcause to

be

taken, ^allnecessary steps ^for

securing possession ^ofall' properties

which^havevested ^{1n the}

Government ^{or the} Company

under ^{this Act.}

150

7.

Duty ^to

furnish

particulars—The

administrator

shall, within ^one

month^fromthe

appomted day ^or

such further period ^{as the}Government may allow ^{in this}

behalf,

furnish to the

Government

or

the

Company,

as the case

may be, ^a complete inventory ^{of allthe}

properties ^andassets^{of the} SOCiety ^onthe

appomted

day, ^{all the}

liabilities^and

obligations of

the

SOCiety subSisting

on

that

day

and also all

agreements entered ^into

by ^the

Soc1ety ^andinforce ^{on that}

day (including agreements

whether

express ^or

implied, relating to

leave, penSion,

gratu1ty

and other terms of serVice of

any' officer or

other

employee

of

the

Soc1ety),

under

which,

by

virtue of

this

Act the Government or

the

Company

has,

or Will

have, or

may have liabilities or

obligations,

and

for

this purpose,

the Government or^the

Company

shall afford the

Society

all reasonable

faCilities

8 Transfer of

service of

existing employees—(1)

Every officer or other

employee employed,

immediately

before the appomted ^{day, in}

connection^Withtheafl'airs ^{of the}

undertaking of

the

Society

shall,

as from that

day.

become an officer or other

employee

of the Government and

shall,

as from the date of

publication

of the

direction made

under

sub-section

(1)

of section 5 or

the date

specified

therein.

become

an

officer

or other

employee

of the

Company

and shall hold his office

by the same

tenure, ^at

the

same

remuneration and upon the same terms and conditions and

With the

same

rights

and

priVileges as to

penSion, gratuity

and other matters as he

would

have held under the

Society,

if

this Act

had not been

passed

and shall continue to

do so. unless

and until

his

emp10yment

in the

G0vernment or,

as the case

may be,

in the

Company,

is terminated ^or

until his

remuneration,

terms and conditions^are duly

altered ^{by the}

Government^{or the}

Company Prowded

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

Government or the Company. ^{as the case}

may^{be. ofan}

amount

equivalent ^tothree months' remuneration in the case of

permanent

employees

and one

month's remuneration

in the case of other

employeeS' Prov1ded

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

Government Within

thirty days

from 'u?

4.

4L4

-_

"up -—

151

the

appointed day,

intimated ^hismtentron^ofnot

becoming ^an officer ^orother

employee ^{of the}

Government ^{or the}

Company Provxded ^alsothat

nothing

contained ^{in this}sub-section shall

apply ^toan officer^or

other

employee

referred^tomsub- sect1on

(2)

(2)

Notwrthstandmg anythmg

contained¹ⁿsub-section

(1) any officer ^of

G0vernment

deputed ^for

employment ^mcon- nectlon wrth the

affairs of

the

undertaking

of

the

Somety

and employed ^assuch

immediately

before ^the

appomted^day

shall, as from

that

day,

revert to the servrce of

the

Government

(3)

Notwfihstandmg anything

contained ^intheIndustrial Disputes ^{Act, 1947}

(Central ^{Act 14of}

1947), ^{orin any}other law ^forthe

trme

being ¹ⁿ

force,

the

transfer ^{of the}servrces of any officer^orother

employee ^of

the

Soc1ety ^tothe Govern— ment or the

Company

under

sub-section

(1)

shall not entltle any ^suchofficer ^or

other

employee ^to

any compensation

under that Act

or other

law,

and

no such claim shall be entertamed by any court,

tribunal^orother

authority.

9

Provident, superannuation,

welfare and other

funds—(1) Where ^the

Soclety ^has

established^a

prov1dent,

superannua- t1on, welfare ^or

any other^{fundfor the}

benefit ^ofitsofficers or

other

employees

and constituted ^a

trust in

respect thereof, the moneys relatable to

the

officers or other

employees,

whose servrces have

become

transferred, by ^or

under thrs

Act to the Government ^or

the

Company,

shall, ^out

of ^the

moneys standing on

the

appomted

day,

to the credit of such

prov1den.t, superannuation,

welfare^orother

fund,

stand

transferred ^to, and vested m, the Government^orthe

Company,

as^thecase may be, ^freefromanysuch trust.

(2) ^Themoneys wh1ch stand transferred under^sub- section

(1)

to the Government ^orthe

Company

shall

be

deal'o wrth

by ^theGovernment or the

Company, ^asthe case

may be, m

such manner

as

may be

prescribed

10

Payment

of

amount—(1)

For the

transfer

under sectlon

3,

of

the

undertakmg

of

the

Socrety

to the Govern- ment there shall be

paid by

the Government

to

each shareholder of the

Socrety ^an

amount

equal ^tothevalue ^oftheshares^held by ^{him1n the}

Society

immedlately

before^the

appomted day. 3/97.—11

152

(2) ^The

amount

payable

under sub-section ⁽¹⁾

shall ^be paid by ^the

District

Collector, Trrchur, ⁱⁿ

cash,

Within^a period ^of

three months ^{from the}

appomted

day Provrded that if^theamount ^{15 not}

pald

wrthm the period

aforesaid, ^the

DIStI'lCl. Collector shall^pay

interest^onthe amount at the

rate of four per

cent per

annum from the

date of expiry of the said

period

11

Payment

of

undisbursed dividend —The District Collector, Trlchur,

shall pay ^to

every shareholder^{of the} Socrety ^any

amount^duetohimas

dwidend

immediately

before the

appomted day.

Within ^a

period

of three months from that

day Provrded that ^itsuchamount^isnot

pald

wrthm the

period aforesaid, ^the

District Collector shall pay

Interest^onthe amount at

the

rate of four per

cent

per

annum from the date of expiry of the

said

period

12

Penalties.—(1) Any person, who—— (a)

havmg ^inhis

possession, custody ^orcontrol

any property forming part ^ofthe

undertaking ^ofthe

Society, wrongfully

wrthholds^such

property ^fromtheGovernment^or the

Company,

or (b)

wrongfully

obtains

possessron ^ofany

property forming ^{part of the}

undertaking ^ofthe

Society

which ^has vested in the Government ^or

the

Company

under^this

Act,

or

(c) wnlfullv

wrthhelds^orfails^tofurnish^tothe

Govern— ment or the

Company

as

requxred by

sub-section

(2)

of section

6, any document which may be m

hls

possession, custody ^or

control, shall be

punishable

With

imprisonment

for a

term

which may extend ^to

two

years

or with

fine.

or

With both Provrded that^thecourt

trying

any offence under clause

(a) ^or

clause

(b) ^orclause

(c) ^{of this}sub—section may, at the time of

convrctmg

the

accused person, order him

to deliver up

or

refund,

Wlthln a time to be

fixed

by

the

court, any

property ^orcash

wrongfully

Withheld^or

obtained ^or

any document

wrlfully

Withheld ^or

not

furnished.

153

(2) ^Nocourt shall^takecogmzance ^{of an}

ofl'ence

punish- able under ^thissectlon

except ^w1th

the prevrous sanction^of the

Government or of an officer authorised

by

the Government m

this behalf.

13

Offences

by

companies—(1)

Where

an offence

under this Act has been

commltted

by ^a

company, every person ^who at

the

time the offence was

commrtted

was ¹ⁿ

charge

of,

and was

reSpon51ble,

to the

company

for

the conduct

of the busmess of

the company

as well as the

company,

shall be deemed to be' guilty ^oftheoffence^andshall ^be

llable^tohe

proceeded against and

punished

accordmgly Pr0v1ded

that

nothing

contamed

1n thls sub—section shall render any such person liable to any

punishment,

if he

proves that the ofience was

committed Without hIS

knowledge

or that he

had exerc1sed all

due

d111gence

to

prevent

the commlssron of

such

offence

(2)

Notwrthstandlng

anythmg

contained ¹ⁿ

sub-section

(1),

where any offence under^{thisAct has been}comm1tted

by a

company

and

1t IS

proved

that

the

offence has

been com- mitted ^wrththeconsent ^or

conmvance

of, ^or15

attributable

to, any

neglect ^on

the part of, any director, manager, secretary or other officer of the company,

such

dlrector, manager, secretary ^or

other officer shall^bedeemed ^{to be}

guilty ^ofthat offence and shall be

hable

to be

proceeded agamst

and

punished accordmgly Explanation—For ^thepurposes^oftlns

section,— (a)

"company"

means

any

body ^and

includes ^{afirm or} other assoc1at10n of

1ndiv1duals,

and

(b) "director", ^mrelation^toa

firm,

means ^a

partner 1n the firm

14 Protection of action taken in

good

faith

—(1)

No

suit, prosecution ^orother

legal

proceeding

shall^he

against ^the Government or the

Company ^or

any^ofItsofficers^orother employees ^for

anythlng

whtch^{is m good}

faith ^{done or}

mtended to be

done

under this

Act

(2) ^Nosultorother

legal proceeding

shall^he

against the

Government ^orthe

154

employees ^foranydamage

caused ^or

llkely ^tobecaused

by anythmg

wh1ch^ISin

good

faith^{done or}

mtended ^{to bedone} under ^{thls Act.}