The ODISHA TEXTILE, MILLS LIMITED (ACQUISITION OF SHARES) ACT, 1983

l85' 
ORISSA ACT 37 OF 1983 
*[THE oIUSSA TEXTILE, MILLS LIMITED (ACQUSmON OF SB ARES) 
ACT, 1983) 
AN ACT TO PROY~DE FOR THE ACOUSITION 01: SHARES OF THE ORISSA TEXTILE 
MLLS LIMITED WITH A VIEW TO SECURING PROPER MANAGEKENT 
OF AFFAIRS OF THE COMPANY AND THE CONTIKUITY 
I AND DEvELOP~IENT OF THE PRODCIC7 ION OF ' 
I GOODS WHICH ARE VITAL TO THE SEEDS 
OF THE COUNTRY AND FOR MATTERS 
CONNECTED THEREWITH OR 
I INCIDENTAL THEREOF 
! 
Bc it enactcd by the Legislature of the, Sthte pi Ofissa in the Thirty-fourth 
Year of thc Republic of India, as follows:- 
i CHAPTER I 
i 1.(1) Tlus Act may be callcd the Orissa Tcxlilc Mills Limited (~cquihtion 
I 
I 
of Shares) Act, 1983. ad comm~~- am. (2) It shall be deenird to havc come into force on. the- 27th day of August, 
1983. 
2. To this Act, U~~CSS the context otllcrwise requires,- 
(a) "appointed day" means tllc date of commencement or this Act; 
(b) "bank" mcans a banking company within the meaning or the Bang& of 1949 ~e~uhtion Act, 1949 ; 
(c) "Commissiunci' mcans thc Commi.;sioaer of plzymenls appointed under 
section 6 ; ,,, 
(4 "Company" mcans the Orissa Textile Mills Limited, being a company 1456 wthin the mealling ofrhe Companies Act, 1956 and Living its registered 
office at Choudwxr in the State of Orissa; 
(c) "Sharc" means n share, whelher prcfcrcnce sharc or equity sharc, jn the 
capital of the Company and includes tr share pled@ by any shareholder 
with any bank or other creditor; 
O) "Shareholder" means,- 
(;? a person who, ~~amediately bcforc the appointed day, was registered 
by the Company as the holder of any share and includes his legal 
representative; or 
(ii) a person who, before the appointed day, had lodged with the ailg56 
Company a proper instrument of transfer of any share in the fom 
prescribed under scction 108 of the Cornpanics Act, 1956, and 
cxecuted in accordance with the provisions of that section;or 
* For Statement of 0 bjects and reasons see Qrissa Gazette, Extraordinary, dated 
the 9th September 1983 {IISO). 

THE ORISSA TEXTTLE MILLS LIMITED (ACQUISITION 
OF SHARES) ACT, 1983 
[Oris>a Act 27 of 19831 
(Secs. 34) 
(iig a person who claims uhder a proper instrument of transfer 
of any share in the form prescribed under section 108 of the 
Companies Act, 1956, and delivers such instrument to the Cod- l,f ,956 
ssioner, duly executed, on or before such date as , the State 
Government may, by notification, specify in ths behalf; 
(g) "spec6ed dare" means such date as the State Government may, for the 
purposes of any provision of this Act, by notification, specify and 
different dates may be specified for different provisions of this Act; 
(It] Words and expressions used herein and not debned but defined in the 
Companies Act, I956 have the meanings respectively assigned to them in i of 1956 
that Act. 
CHAPTER I1 
ACQuISlTION OF THE SHARES OF THE COMPANY 
T-T~ alld 3. (1) On the appoiated day, all the shares of the Company, other than the , , ,,,,,!, 
rstlng of shares specified in the schedule shall, by virtuc of this Act, stand transferred 'to 
&ares and vest in thc State Government. ,.. CompaOY In 
the slate 
Government. (2) The State Govcrriment shall be decrned, on and from the ap'pointed 
day, to have been registered in the Register of members of the Company. as 
the hoIder OF each share which stands transfemed to , and vested in ~t, by vlrhre 
of the provisions of sub-section (1). 
! (3) All the shares which have vested in the 'State Government under 
sub-section (I), shall, by force of such vesting, be freed and discharged of all 
wsts, liabilities, obligations, mortgages, charges, Iiens and other encumbrances . affecting them, and any attachments injunction or any decree or order OF any 
Court, tribunal or other authority restricting the use of such shares in any 
mner shall be deemed to have been withdrawn. 
(4) For the remod of doubts, it is hereby declared that the provisions 
of sub-section (1) and (2) shall not be deemed to dect 
(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- pid or crelted 
to thc Company the whole 01 any part of the value of ihe shares held 
by him or on any other groul-d whatsoever; or 
(b) any right of the shareholder subsisting, immediately before the appointed 
day, against the company to receive my dividend or other payment 
due from the Company. 
- ! Papnt of 4. '(I j For the transfer to and vesting in the State ~overnment under section 3, 
amountg. of the shares of the Company, thcre shall be given by the State Government to 
the concerned shareholders of the. Company in cash and in the manner specified 
in section 6, an mount of rupees ten for each preference share of rupees one 
hundred and rupee one for each equity share of rupees ten. ' . 
(2)'me amount referred to in sub-section (I), shall carry simple interest at the 
rate of four pzr cent pzr annum ror the period commmcing on the appointed 
day and cnding on the date oq which payment of such amount is made by the 
$.rate Government to the Comssioner, . , 
. . 
THE ORISSA TEmLE MILLS LIMITED (ACQUISITION OF SHARES) 
ACT, 1983 
[ Oris~a Act 27 of 1983 ] 
' moatment 5. (1) The State Government shall, for the purpose of disbursing the rrmounts of Cornmi- 1 ,i., of payable to share holders of the Company under section 4, by notihation 
~umafs. appoint a Commissioner of Payments. 
j (2) The State Goverj~ment may appoint such other persons as it may ' think M to assist the Commissioner and thereupon the Commigsioner may authorise 
I one or more of such persons also to exercise all or any of the powers exer- 
.cisable by him under this Act and different persons may be authorised to 
exercise diRerent powers. 
I' , 
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(3) Any pecson authorised by the Commissioner to exercise any of the 
powers exercisabIe by the Commissioncr may exercise those powcrs in the same 
manner and to the same effect as if they have been confmed on that pmon 
directly by this Act and not by way of authorisation. 
, (4) The' ralarier and allowances of the ~ommis~ioncr and other persons appod 
i under this section shaIl be deftayed out of the Consolidated Fund of the State; 
. . 
paymen; by 6. (I) The State ~bveinment shall, within thirty ' hap f&m the specified 
the Stab date, pay in ash to the Commissioner for payment to the shareholders of the 
Oomment c ompany- tothe :, ,.' ..- &a- . , 
I :m- 
(A) an amount equal to the amount speci6ed in" sub-section '(1) of shon 
4; and 
(b) an amount equal to the amount detemihcd' und& sub-section (2) of section 4. 
(2) A deposit account shall be opened by the State Govcrment in favour 
of the Commissioner in the Public Account of the State and every amount paid 
under this Act to the Commissioner shall be deposited by him to the credit 
of the said deposit account and the said deposit account shall Tbe operated by 
the Commissioner. , . 
, m 
(3) The interest accruing on the amount standing to the credit of the deposit 
-account referred to in sub-section (2), shall ensure to the benefit of the . share 
. i holders of the Company. 
CIaZms to be 7. Evcq share holdcr having a claim in relation to any share acquired by 
made tl the this Act shaIl prefer such claim before the Co-ssioncr within thi* days' 'from 
the specified date : sioncr . I . 
I1 
Provided that if the Co-ssioner is satislied that -the claimant . ~vas prevented 
by su5cient cause from preferring the claim within the period of, thirty days, 
he may entertain the claim wlthin a further penod of thirty days and not thereafter. 
mamination 8. On receipt of the claims made under section 7, the -Commissioner shall 
, of claim. separately arrange the claims in relation to preference shares and in !.relation 
to equity shares and examine the claims in relation to each such share. . 
Adrnl~ioo 9. (1) After examining the claims, the Commissioner shall fix a certain date ' 
or rejectlon.on or before which every claimant shd file the proof of bis claim. , , 
. . ,I i . of clams. 
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, (2) Not: less than fourteen days ndtice of the date so fixed shall be' givei ' 'I 
-by advertisement in one issue of the daily newspaper' in the cnglish language 1 - 
, and in one issue of such daily newspaper 'in the regional language as ,the Commi- . ,I 
:ssioner 'may consider surtable, and cvery such notice shall call upon the claimant - ,:, 
,to 'file the praol of his claim with tFe Commissioner witbin the time 'specfied 
.J, 
. . 
,....,I , 
in the advertisement. 
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; THE oRISSA TEXTILE MILLS LIMITED (ACQUTSITION OF 
SHARES) ACT, 1983 
I Orissa Act 27 of 1983 ] 
(3) Eycry cIaimant, who fails. to file the proof of his claim within the time ~pecified by the Commissioner, shall be excluded rrom the disbursements made 
by the Comniissioner. 
: (4) The Commissioner shall, after such investigation as may, in his opinion 
be necessary, and after giving the Company an opportunity of rcfuting the claim 
andafter givi~ the claimant a reasonable opportunity of beiq heard, in writing, 
admit or ,rcje.ct the claim in whole or in parr. 
(5) The Commissioner shall also dccide any dispute as to the person or 
personswhoace entitled to the amount and any dispute as to who are the legaI 
representatives of any deceased claimant, 
(6) The Commissioner shall have the power to rcgulate his 'own procedure 
in all matters arising out of discharge .of his functions, including thc place or 
places at which he will 'hold his sittiw 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 d Civil Procedure, 1908, whiIe trying a .suit, in respect 5 of 19d8 
of the following rhattcrs, namely:- , 
(a) the summoning and enforcing the attendance of any witness and 
examining him an oath; 
(b) the discovery and pcoduccion of any document or other rsatefiat object 
producible as cvideace ; 
(c) the reception of evidence an adavirs; 
Id) lhe issuing of any commission or the cx:xammnation of *tnesses. 
(7) Anyinvestigation beTore the Commissioner shall. be deemed to be a judicial 
proceeding within the meaning of scctions 193 and 228 ofthc Indian Pcnal Code 
and the Commissioner shall bc deemed to be a Civjl Court for the purposes of 45 of t8MI 
section 345 and Chapter XXVI of the Codc of Criminal Procedure, 1973. 2 of 1974 
(8) A claimant,' who is aggrjcvcd by the dccision of the Commissioner, may 
prefer an appeal agaimt: the decision to the , Principal CiviI Court of original 
jrisdiction within the local Airnib of whose ~urisdiction the registered office of 
the, Company is situated. 
10. (1) After admitting a claim under this Act, the amount due in respect 
of each share acquired by virtue of this Act sball bc paid by the Cammisrioncr 
money by to the person or persons to whom such sums are due, and on such payment the liability 
Cmds- OF thc State Government in respect' of thc skarc so acquired shall stand discharged. donu to 
cldm3uts. (2) The Commissioner shall also apportion amonpt the share holders, 
, i 
the amount paid to him by way of interest under sub-section (3) of section 6 and 
such apportionment shall be made on the basis of the amount due to each 
shareholder. 
11. Any money paid to the Commissioner which remain undisbursed or 
~!~~~pd unclaimed on the date immediately preceding the datc an which the office of the 
amo~t to be Commissioner is finally wound up, ,&?ll, be transferred ,by the Commissioner before 
dcpsitcd lo his office is Mly wound up to the gcaeral revenue account .of the State Govern- 
Ihe Bnerrl ment, but s claim to any money so rrasferrcd may be preferred to the State mmm -UIJt. Government by the person entilled to such payment and shall be dealt with a 
ifsuch transfer had not been made, the order, if any, for payment of the claim 
kii tre;rtd as a* order for the refund of revenue. . , 
TH E ERRlSSA TEXTJLE MILLS LIMITED (ACQWiSITION OF 
SHARES) Am, 1983 
Power or 
inspec lion. 12. For the purposes of asascerkaini* whcther any person claiming paymcnt 
,under this Act is a shareholder, the Comrnissioncr shall havc the ,right to- . 
Coj require anylipcoon, having tie possession, custody or control, of any 
register or rewrd of the Company, to produce such register or rccord 
before the Commissioner ; 
,. ' , . (b) require aw person to make any statement or furnish any information 
!I . which may be required by the Commissioner. 
Powcr or 
Cornmiss- 13. Wherz therc is any dispute so to the person of, persons who ,are entitled 
io~er to, : to any amount payable under this Act (including any dispute 'as to who arc 
insuiro into' . ,the 'Icgal' repraseutatives of any deceased clairnaut' to the amount), the Commissioner 
dispu'm as may, after making such inquiry as he may -deem fit, make the payment to amouqt.,, such person as appears to him to be best entitled to receive the amount : 
' {I::, .I . . ,! 
Provided that if the Commissioner is unable to determine as to who is the 
person entitled to the amouit. and ~considccs that thc. matter could, more appro. 
ptiately bc dealt with by the Principal CiviI Court of orfinal Jurisdiction witfin 
;; !. ,the low1 limits.: of,. wkse ;!jutisdiction thc registered, , ,ofice of , the Company is 
situated, hc may refer such di+pute to the. ?id wrti whose decision thereon 
shall be final : 
~roided furher that ' &thing meitioncd herein ;hall affect the liability of 
.' any person, who,may rzceive the whoL or any part of the amount aIIowed under 
this Ad; ,to:pay! the.same;~.o the pewon- lawfully entitled thereto. , . , 
Doposit of 14. Where any disp,ute has been referred under Section 13 by the Commissioner 
amount Court. "' -t'g the' CiviiVCpuit refiicdd rd' therein.'he shall dcposit'thc hount ' in that,. Court. 
., , , . : .'r, . . 
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1. 'I' ,I: ' 
. - GHA~R m - . ,:. 
:I .,. 'I.. . . : ; . . '#,I; , ., '. . 
'MISCELLANEOUS - - 
~~l to ha+= '1 , ' :,15. The provisiofis of,, this [Act shau~'~: have effect notwithstanding anything 
riding inFo&stent therewith contained in any law of in any instrument havia effect offcci. by viiPJe of any law, other than this Act. . ,I. 
.. , I .' . . 
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16, If any person,- ,Penall la. .. 'I 
rli ' 
., . (a), makes any' ,cI$m 'for any Payment under this 'Act. knowing or having 
I .I . 
to ,$elic+e that qch,cIa;ni,is'falfo I . .,,, . , oi , without . . .. shy . 'basis; . or' " 
(b) When required under this Act so to do,- 
(I) omits or fails to produm any register or record of the Compaw-; or 
(ii) makes any statement or furnishes any information which is faIsc 
in any material particular and whicIi he knows or believes to be 
false or does not believe to be true ; or 
(c) makes any such statement as aforesaid in any book, account, record, 
register, return or other document; 
he shall be punishable with imprisonment for a term which may extend to 
two ym or with fine which may extend to two thousand rupees, or with both. 
THE ORISSA TEXTILE MILLS LIMITED (AcQUISITION,OF SHARES) 
' I. 
ACT, 1983 
by 17. (1) Where an offence under this Act hiu been committed by a Company, Companies., 
every perison who, at the time the offence was committed, was in charge of and 
was rcspbnsible to, the Company for thc conduct of thc businesk of the Company 
as well as the Company, shall be deemed to be guilty of the offence and shdl 
bc liable to be proceeded against and punished accordingly : 
ch 
Provided that nothing contained in this sub-s&on shall render any su 
person liable to .any punishment if he proves that the offcnce was commited without 
his knowledge or that he had exercised, all due diligcncc to prevent the commission 
OF such ofFma. 
(2) Notwithstanding adythine contained in sub-section. (l), where any offence 
,under this ; Act has,, been committed with the consent or connivance of, or is . 
attributable to any neglect on the part of, any Dircctnr, Manager, Sccretrrry or , o+r 
oficer such Dircctoi, Manage,,, Secrcrary or olber ofEcur shall be deemed to be gmlty 
' 
of that offcncc and shall be liable to be proceeded azainst and punishcd accordingly. 
Explanation-For the purpose of this scction- 
! 
, (a) "Company" means anybody corporate and includes a firm or other 
association of individuals ; end 
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I ' 
(6) "Director" in relation to a Turn, mans a partner in the firm. 
fimit?ljon or 18. No court shall take mgoizanoe .of an offence punishable under thir Act. 
cognmce except with the prcvious sanction of the State Government in this behalf. 
of offcnm. . . 
Power to 19. The. State Government may, by notification make rules+ to 'carry out the 
mekerules. provisions of this Act. 
Power ro 20. If any difficulty arises in giving eflect to the provisions of this Act, the 
mwc State Government may, as occasion arises, by order, do anything, which ape 
difflcultiea. to it to be nm to remove the difficulty: 
ProSicled that no such order shall be issued -after the expiFation of two ye= 
from thc appointed- day. 
&pelBnd ?I.(I)TheOrissaTextile Mib~imited(AqisitionofShares) O&nce,oh 
saviug~. 1983 is hereby repealed. Ordinana No. I2 01 
1983 1 
(2) Notwithstading such =pad anything done, , any action taken or any 
notificatiop,issyed under thc Ordinance so re~calcd shaU be deemed to have been , 
done, takco or issued under the corresponding prbvis~ons of this Act. 
,For Rulm sec Orissa Gazette, Extraordinary. dated, the 
THE ORISSA TEXTILE MI LLs LIMZTE D (ACQUIS1TION OF SHARES) 
ACT, 1983 
[Orissa AC~ 27 of 19831 
SCH JDULE 
(See Sect ion 3) 
Shares held by- 
(a) Any State Government 
(b) The Statc Bank of India established under the State Bank of India 
Act, 1955. 
(c) Any corresponding new Bank within the meaning of the Banking 
Companies (Acquisition and Transfer of Undertakings) Act, 1970 
and Banking Companies (Acquisition and T~ansfer of Undertakings) 
Act, 19fl0. 
(4 Thc Life Insurance Corporation rf India estabUshed under the Life 
Iosurance Corporation Act, 1956. 
(e) Thc State Industrial and Investment Corporation of Mahatashtra 
Limited. 

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