CHAPTER I
PRELIMINARYÂ
1.Short title and commencement
(1) This Act may be called the Industrial Reconstruction Bank
(Transfer of Undertakings and Repeal) Act, 1997.(2) It shall be deemed to have come into force on the 24th day of
January, 1997.2.Definitions.
2. Definitions.
In this Act, unless the context otherwise requires,-
(a) “appointed day” means such date as the Central Government may, by notification in the Official Gazette, appoint under section 3;
(b) “Company” means the Industrial I nvestme nt Bank of India Limited to be formed and registered under the Companies Act, 1956 (1 of 1956)
(c) “Reconstruction Bank” means the Industrial Reconstruction Bank of
India established under sub-section (1) of section 3 of the Industrial
Reconstruction Bank of India Act, 1984 (62 of 1984).
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CHAPTER II
TAKING OVER OF THE MANAGEMENT OF THE LALIT KALA AKADAMI
3. Management of the society.
(1) On and from the commencement of this Act, and for a period of three years thereafter, the management of the society shall vest in the Central Government:
Provided that if the Central Government is of opinion that in order to secure the proper management of the society, it is expedient that such management should continue to vest in the Central Government after the expiry of the said period of three years, it may, from time to time, issue directions for the continuance of such management for such period, not exceeding one year at a time, as it may think fit; so, however, that the total period for which such management shall continue to vest in the Central Government shall not, in any case, exceed five years.
(2) The management of the society shall be deemed to include management of all assets, rights, lease-holds, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, works of art, workshops, projects, stores, instruments, library, machinery automobile and other vehicles, cash balances, reserve funds, investments and book debts and all other rights and interests arising out of such property as were immediately before the commencement of this Act in the ownership, possession, power or control of the society, and all such books of account, registers, maps, plans and all other documents of whatever nature relating thereto.
(3) Any contracts, whether express or implied, or other arrangement, in so far as it relates to the management of the society and affairs of the society and in force immediately before the commencement of this Act shall be deemed to have terminated on such commencement.
(4) All persons in charge of the management of the society, including persons holding offices as Chairman, Vice-Chairman, Secretary or
Honorary Secretary, as the case may be, and members of the General
Council, Executive Board, Finance Committee and all other committees of the society immediately before the commencement of this Act shall be deemed to have vacated their offices as such on such commencement
4. Administrator of society.
(1) The Central Government shall, as from the commencement of this Act, appoint a person as the Administrator of the society for the purpose of taking over the administration thereof and the
Administrator shall carry on the management of the Society for and on behalf of the Central Government.
(2) Subject to the supervision control and directions of the
Administrator, the functions of the finance Committee of the Society, before the commencement of this Act, shall be exercised by an officer of the Central Government, to be appointed by that Government.
(3) The Central Government may issue such directions (including directions as to initiating, defending or continuing any legal proceedings before any court, tribunal or other authority) to the
Administrator as to his powers and duties as that Government may deem desirable and the Administrator may apply to the Central Government at any time for instructions as to the manner in which he shall conduct the management of the society or in relation to any matter arising in the course of such management.
(4) Subject to the other provisions of this Act and the rules made thereunder and to the control of the Central Government, the
Administrator shall be entitled, notwithstanding anything contained in the Societies Registration Act or any other law for the time being in force, to exercise, in relation to the management of the society, the powers of the General Council, or, as the case may be, the Executive
Board, including the powers to dispose of any property or assets of such society, whether such powers are derived under any law for the time being in force or form the memorandum and rules and regulations of the society or from any other source.
(5) Every person having possession, custody or control of any property forming part of the society shall deliver forthwith such property to the Administrator.
(6) Any person who, on the commencement of this Act, has in his possession or under his control any books, papers, works of art or other documents relating to management of the society, including the minutes books containing the resolutions of the persons in charge of the management of the society before the commencement of this Act, the current cheque books relating to the management of the society, any letters, memoranda, notes or other communications between him and the society shall, notwithstanding anything contained in any other law for the time being in force, liable to account for the books, papers, works of art and other documents (including such minutes books, cheque books, letters, memoranda, notes or other communications) to the
Administrator.
(7) Any person in charge of the administrator of the society immediately before the commencement of this Act shall, within ten days from that day or within such further periods as the Central Government may allow in this behalf, furnish to the Administrator a complete inventory of all the properties and assets (including particulars of book debts and investments and belongings) forming part of the society immediately before the commencement of this Act, and of all the liabilities and obligations of the society, in relation to its administration, subsisting immediately before such commencement, and also of all agreements entered into by the society in relation to its administration and in force immediately before such commencement.
(8) The Administrator shall receive from the funds of the society such remuneration as the Central Government may fix.
5.No right to compensation for premature termination of a contract.
Notwithstanding anything contained in any law for the time being in force, no person in respect of whom any contract of management or other arrangement is terminated by reason of the provisions contained in sub-section (3) of section 3 or who ceases to hold any office by reason of the provisions contained in sub-section (4) of that section, shall be entitled to claim any compensation for the premature termination of the contract of administration or other arrangement or for the loss of his office.
6.Relinquishment of administration of the society.
6. Relinquishment of administration of the society.
(1) Notwithstanding anything contained in sub-section (1) of that section 3, if, at any tim e before the expiry of the period referred to in of purposes have Government been fulfilled or that for any other reason it is not necessary that the management of the society should remain vested in that Government, it may, by order published in the
Official Gazette, relinquish the management of the society with effect from such date as may be specified in the order.
(2) On and from the date specified under sub-section (1), the administration of the society shall vest in the General Council of the society and such management shall be carried on in accordance with the provisions of the Societies Registration Act so, however, that the steps, if any, in relation to the management of the society may be taken after the publication of the order under sub-section (1).
7.Application of Act 21 of 1860.
7. Application of Act 21 of 1860.
(1) Notwithstanding anything contained in the Societies Registration
Act or in the memorandum and rules and regulations of the society, but subject to the provisions of sub-section (2) of section 6, so long as the management of the society remains vested in the Central
Government.-
(a) it shall not be lawful for the members of the society or any other person to nominate or appoint any person to be a member of the General
Council of the society;
(b) no resolution passed at any meeting of the members of the society or at any meeting of the General Council of the society, on or after the commencement of this Act, shall be given effect to unless approved by the Central Government;
(c) no proceeding for the dissolution of the society or for the merger with any other society or for the appointment of a Receiver in respect of its administration shall lie in any court except with the consent of the Central Government.
(2) Subject to the provisions contained in sub-section (1) and subject to such other exception, restrictions and limitations, if any, as may be prescribed, the Societies Registration Act shall continue to apply to the society in the same manner as it applied there to before the commencement of this Act.
CHAPTER IIi
TRANSFER AND VESTING OF THE UNDERTAKINGS OF RECONSTRUCTION BANK IN COMPANY
3.Undertakings of the Reconstruction Bank to vest in Company.
3. Undertakings of the Reconstruction Bank to vest in Company.
On such date as the Central Government may, by notification in the
Official Gazette, appoint, there shall be transferred to, and vest in, the Company, the undertakings of Reconstruction Bank.
4.General effect of vesting of undertakin gs in Company.
4. General effect of vesting of undertakings in Company.
(1) The Central Government, being the shareholder of the
Reconstruction Bank immediately before the appointed day, shall be deemed to be registered, on and from the appointed day, as a shareholder of the company.
(2) The undertakings of the Reconstruction Bank which are transferred to, and which vest in, the Company under section 3 shall be deemed to include all business, assets, rights, powers, authorities and privileges and all properties, movable and immovable, real and personal, corporeal and incorporeal, in possession or reservation, present or contingent of whatever nature and wheresoever situate including lands, building, vehicles, cash balances, deposits, foreign currencies, disclosed and undisclosed reserves, reserve fund, special reserve fund, benevolent reserve fund, any other fund, stocks, investments, shares, bonds, debentures, security, management of any industrial concern, loans, advances and guarantees given to industrial concerns, tenancies, leases and book debts and all other rights and interests arising out of such property as were immediately before the appointed day in the ownership, possession or power of the
Reconstruction Bank in relation to its undertakings, within or without
India, all books of account, registers, records and documents relating thereto and shall also be deemed to include all borrowings, liabilities and obligations of whatever kind within or without India then subsisting of the Reconstruction Bank in relation to its undertakings.
(3) All contract s, deeds, bonds, guarantees, powers of attorney, other instruments and working arrangements subsisting immediately
I
before the ap pointed day and affecting the Recons truction Bank shall cease to have effect or to beenforceable against the Reconstruction
Bank and shall be of as full force andeffect against or in favour the
Company in which the undertakings of t he Reconstruction Bank have vested by virtue of this Act and enforceable as fully and effectually as if instead of the Reconstruction Bank, the Company had been named therein or had been a party thereto.
(4) Any proceeding or cause of action pending or existing immediately before the appointed day by or against the Reconstruction Bank in relation toits undertakings may, as from the appointed day, be continued and enforced by or against the Company in which the undertakings of the Reconstruction Bank have vested by virtue of this
Act as it might have been enforced by or against the Reconstruction
Bank ifthis Act had not been enacted and shall cease to be enforceable by or against the Reconstruction Bank.
5.MISCELLANEOUS
5. Provisions in respect of officers and other employees of
Reconstruction Bank.
(1) Every officer or other employee of the Reconstruction Bank (except a Director of the Board or the Chairman and Managing Director) serving in the employment immediately before the appointed day shall, in so far as such officer or other employee is employed in connect ion with the undertakings which have vested in the Company by virtue of this
Act, become, as from the appointed day, an officer or, as the case may be, other employee of the Company and shall hold his office or service therein by the same obligations and with the samerights and privileges as to leave, leave fare concession, welfare scheme, medical benefit scheme, insurance, provident fund, other funds, retirement, voluntary retirement, gratuity and other benefits as he would have held under the Reconstruction Bank if its undertakings had not vested in the
Company and shall continue to do so as an officer or, as the case may be, other employee of the Company or until the expiry of a period of six months from the appointed day if such officer or other employee opts not to continue to be the officer or other employee of the
Company within such period.
(2) Where an officer or other employee of the Reconstruction Bank opts under subsection (1) not be in employment or service of the Company, such officer or other employee shall be deemed to have resigned.
(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 of the
Reconstruction Bank to the Company shall not entitled such officer or other employee to any compensation under this Act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority.
(4) The officers and other employees who have retired before the appointed day from the service of the Reconstruction Bank and are entitled to any benefits, rights or privileges shall be entitled to receive the same benefits, rights or privileges from the Company.
(5) The trust of the provident fund or the gra tuity fun d of the of
Reconstruction Bank and any other bodies created for the welfare in officers or employees would continue to discharge their functions the
Company as was being done hitherto in the Reconstruction Bank and any tax exemption granted to the provident fund or the gratuity fund would continue to be applied to the Com pany.
(6) Notwithstanding anything contained in this Act or in the Companies
Act, 1956 (1 of 1956) or in any other law for the time being in force or in the regulations of the Reconstruction Bank, no Director of the to Board, Chairman and Managing Director or any other person ent itled manage the whole or substantial part of the business and affairs of the Reconstruction Bank shall be entitled to any compensation against the Reconstruct ion Bank or the Company for the loss of officeor for the premature termination of any contract of management entered into by him with the Reconstruction Bank.
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CHAPTER IV
MISCELLANEOUS
6.Concession, etc., to be deemed to have been granted to Company.
6. Concession, etc., to be deemed to have been granted to Company.
With effect from the appointed day, all fiscal and other concessions, licences, benefits, privileges and exemptions granted to the
Reconstruction Bankin conn ection with the affairs and business of the
Reconstruct ion Ba nk underany law for the time being in force shall be deemed to have been granted to the Company.
7.Tax exemption or benefit to continue to have effect.
7. Tax exemption or benefit to continue to have effect.
(1) Notwithstanding anything contained in the Income-tax Act, 1961 (43.of 1961) or any other enactment for the time being in force relating to tax or income, profits or gains, the Company sall not be liable to pay income-tax or any other tax for a period of five years computed from the appointed day in respect of any income, profits or gains derived, or any amount received by the Company.
(2) The transfer and vesting of the undertakings or any part thereof in terms of section 3 shall not be construed as a transfer within the meaning of the Income-tax Act, 1961 (43 of 1961) for the purposes of capital gains.
8.Guarantee to be operative.
8. Guarantee to be operative.
Any guarantee given for or in favour of the Reconstruction Bank with respect to any loan, lease finance or other assistance shall continue to be operative in relation to the Company.
9.Arrangement with Company on appointment of dire ctors to prevail.
9. Arrangement with Company on appoi ntment of directors to prevail.
(1) Where any arrangement entered into by the company with an industrial or other concern providesf or the appointment by the company of one or more direct ors of such concern, such provision and any appointment of directors made in pursuance thereof shall be valid and effective notwithstanding anything to the contrary contained in the Companies Act, 1956 (1 of 1956) or in any other law for the time being in force or in the memorandum, articles of association or any other instrument relating to such concern, and any provisions regarding share qualification , age limit, number of directorship, removal from office of directors and such like conditions contained in any such law or instrument aforesaid, shall not apply to any director appointed by the company in pursuance of the arrangement as aforesaid.
(2) Any director appointed in pursuance of sub-section (1) shall-
(a) hold office during the pleasure of the company and may be removed or substituted by any person by order in writing by the company;
(b) not incur any obligation or liability by reason only of his being a director or for anything done or omitted to be done in good faith in the discharge of his duties as a director or anything in relation thereto;
(c) not be lia ble to retirement by rotation and shall not be taken into account for computing the number of directors liable to such retirement.
10.Act 18 of 1891 to apply to the Books of Company.
10. Act 18 if 1891 to apply to the books of Company.
The Company shall be deemed to be a bank for the purposes of the
Bankers Books Evidence Act, 1891.11.Shares, bonds and debentures to be deemed to be approved securities.
11. Shares, bonds and debentures to be deemed to be approved securities.
Notwithstanding anything contained in an y other law for the time shall being in force, the shares, bonds and debentures of the Company by deemed to be appr oved securities for th epurposes of the Indian
Trusts Act, 1882 (2 of 1882), the Insurance Act, 1938 (4 of 1938) and the Banking Regulation Act, 1949 (10 of 1949).
12.Substitution in Acts, rules or regulations of company in place ofthe
Reconstruction Bank.
12. Substitution in Acts, rules or regulations of company in place of the Reconstruction Bank.
In every act, rule or regulation in force on the appointed day,-
(a) for the words “Industrial Reconstruction Bank of India”, wherever they occur, the words “Industrial Investment Bank of India Limited”
shall be substituted;
(b) for the words “Reconstruction Bank”, wherever they occur, the words “Industrial Investment Bank” shall be substituted.
13.Repeal and saving of Act 62 of 1984.13. Repeal and saving of Act 62 of 1984.(1) On the appointed day, the Industrial Reconstruction Bank of
India Act, 1984 shall stand repealed.
(2) Notwithstanding the repeal of the Industrial Reconstruction
Bank of India Act, 1984,-
(a) the Company shall, so far as may be, comply with the provisions of
Chapter VII of the Act so repealed for any of the purposes related to the annual accounts and audit of the Reconstruction Bank;
(b) the provisions of Chapter VIII of the Act so repealed will continue to beapplicable in respect of the arrangements entered by the
Reconstruction Bank with an industrial concern under section 18.thereofup to the appointed day and t he Company will be entitled to act upo n and enforce the same as fully and effectually as if this Act had notbee enacted.
CHAPTER VAMENDMENT TO THE INDUSTRIAL RECONSTRUCTION BANK OF INDIA ACT
, 1984.
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14.Transitional provisions regarding adjustment of capital of theReconstruction Bank.
14. Insertion of new section 4A.
In the Industrial Reconstruction Bank of India Act, 1984 after section 4, the following section shall be inserted, namely:-
“4A. (1) The Central Government may reduce share capital of the
Reconstruction Bank by,-
(a) extinguishing or reducing the liability of any of its equity shares;
(b) either with or without extinguishing or reducing liability on any of its equity shares, cancelling any paid up share capital which is lost, or is unrepresented by available assets; or
(c) either with or without extinguishing or reducing liability on any of its equity shares, paying of any paid up share capital which is in excess of the wants of the Reconstruction Bank.
(2) The Central Government may at any time, by notification in the Official Gazette, convert such number of equity shares held by it, as it may decide into redeemable preference shares.
(3) The redeemable preference shares referred toin sub-section (2)
shall carry such fixed rates of dividend as the Central Government may specify at the time of such conversion.”.
15.15. Repeal and saving.
(1) The Industrial Reconstruction Bank (Transfer of Undertakings and
Repeal) Ordinance, 1997 (Ord. 7 of 1989) is hereby repealed.
(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed, shall be deemed to have been done or taken under the corresponding provisions of this Act.
K.L. MOHANPURIA,
Secy. to the Govt. of India.
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THE LALIT KALA AKADAMI (TAKING OVER MANAGEMENT)ACT, 1997.ACT NO. 17 OF 1997.[25th March, 1997]
An Act to provide for the taking over of the management of the Lalit
Kala Akadami for a limited period in the public interest and for matters connected therewith or incidental thereto.
WHEREAS the Lalit Kala Akadami was set up as a apex cultural body in the field of visual arts by the Government of India by the Parliament any Resolution passed on the 5th day of August, 1954 to encourage and promote visual arts such as painting, graphics, sculptures, etc.;
AND WHEREAS the Lalit Kala Akadami was registered as a society under the Societies Registration Act, 1860 on the 11th day of March, 1957;
AND WHEREAS the Akadami has full functional autonomy in the field of its activity, even though the Government of India is the sole-funding agency for the organisation;
AND WHEREAS pursuant to the complaints received with regard to the misuse of funds by the Lalit Kala Akadami from several quarters including from the Honble Members of Parliament, a Committee was set up by the Government of India by resolution dated the 24th day of
March, 1988 under the Chairmanship of Shri P.N. Haksar to go into the functioning of National Akadamies including the Lalit Kala Akadami and the said Committee, after a detailed scrutiny of the affairs in the management of the said Akadami, recommended the restructuring of their
General Council Executive Board and the electoral roll, of the artists constituency;
AND WHEREAS, in view of the serious difficulties which have arisen with regard to the management of the Lalit Kala Akadami, it is necessary to take over, for a limited period, the management thereof and it is felt that any delay in taking over the management of the
Lalit Kala Akadami would be highly detrimental to the interests and objective of Akadami;
BE it enacted by Parliament in the Forty-eighth year of Republic of
India as follows:-
