The Infusions ( India ) Limited ( Acquisition Of Shares ) Act, 1985

GOVERNMENT OF WEST BENGAL 
LEGISLATIVE DEPARTMENT 
West Bengal Act XXII of 1985 
THE INFUSIONS (INDIA) LIMITED 
(ACQUISITION OF SHARES) ACT, 1985. 
[Passed by the West Bengal Legislature.] 
[Assent of the Governor was first published in the Calcutta Gazette, 
Extraordinary, of the 7th October, 1985.] 
[7th October, 1985.] 
An Act to provide for the acquisition, in the public interest, of certain 
shares of the Infusions (India) Limited, and for matters connected 
therewith or incidental thereto. 
WHEREAS the Infusions (India) Limited are at present engaged in the 
manufacture of transfusion fluids which are vital to the needs of general 
public; 
AND WHEREAS investment of a large amount is necessary for the 
maintenance and development of the production of the undertakings of the 
Company; 
AND WHEREAS acquisition by the State Government of an effective 
control over the affairs of the Company is necessary to enable it to make 
the investment as aforesaid; 
AND WHEREAS it is expedient in the public interest that certain shares of 
the Company should be acquired with a view to securing the objectives as 
aforesaid; 
It is hereby enacted in the Thirty-sixth Year of the Republic of India, 
by the Legislature of West Bengal, as follows:— 
CHAPTER I 
Preliminary 
1. (1) This Act may be called the Infusions (India) Limited 
(Acquisition of Shares) Act, 1985. 
(2) It shall be deemed to have come into force on the 8th day of July, 
1985. 
Short title 
and 
commence-
ment. 
145 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
[West Ben. Act 
(Chapter 1.—Preliminary.—Section 2.—Chapter II.—Acquisition 
of the shares of the Company.—Section 3.) 
Definitions. 	 2. In this Act, unless the context otherwise requires,— 
(a) "appointed day" means the date on which this Act comes 
into force; 
(b) "Commissioner" means the Commissioner of Payments 
appointed under section 7; 
(c) "Company" means the Infusions (India) Limited, being a 
company within the meaning of the Companies Act, 1956, 1 of 1956. 
and having its registered office at Drug Industrial Estate, 
Chowrasta, Behala, Calcutta-700 034; 
.(d) "notification" means a notification published in the Official 
Gazette; 
(e) "share" means a share, whether equity or preference, in the 
capital of the Company, and includes a share pledged by any 
shareholder with any bank or other creditor, but does not 
include any share in the capital of the Company held by the 
West Bengal Pharmaceutical and Phytochemical 
Development Corporation; 
(f) "shareholder" means a person who, immediately before the 
appointed day, was registered by the Company as the holder 
of any share, and includes his legal representative; 
(g) "specified date" means such date as the State Government 
may, for the purpose of any provision of this Act, by 
notification, specify; 
(h) words and expressions used herein and not defined but 
defined in the Companies Act, 1956, have the meanings, 
respectively, assigned to them in that Act. 
Transfer and 
vesting of 
shares of the 
Company 
in the State 
Government. 
CHAPTER II 
Acquisition of the shares of the Company 
3. (1) On the appointed day, all the shares of the Company shall, by 
virtue of this Act, stand transferred to, and vest in, the State Government. 
(2) The State Government shall be 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). 
146 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
XXII of 1985.] 
(Chapter 11.—Acquisition of the shares of the Company.—
Sections 4-6.) 
(3) All the shares of the Company which have vested in the State 
Government under sub-section (1) shall, by force of such vesting, be freed 
and discharged from any trust, obligation, mortgage, charge, lien and all 
other encumbrances affecting them, and any attachment, injunction, 
decree or order of any 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 provisions 
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 on 
any other ground whatsoever; or 
(b) any right of the shareholder subsisting, immediately before 
the appointed day, against the Company to receive any 
divident or other payment due from the Company. 
4. (1) On the vesting of the shares of the Company in the State 
Government under section 3, all persons in charge of management of the 
affairs of the Company immediately before such vesting shall be bound to 
deliver to the State Government or to such officer as may be authorised by 
the State Government in this behalf all assets, books of account, registers 
and other documents in their custody relating to the Company. 
(2) The State Government may take, or cause to be taken, all necessary 
steps for securing the possession of the assets, books of account, registers 
and other documents as aforesaid. 
Duty of 
persons in 
charge of 
management 
of the affairs 
of the 
Company to 
deliver all 
assets etc. 
5. Subject to the direction and control of the State Government, the Management 
affairs of the Company shall, on the vesting of the shares of the Company of the affairs
of the 
in the State Government under section 3, be managed on behalf of the State Company. 
Government by such person as may be appointed by the State Government 
in this behalf. 
6. (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, in cash, and in the manner specified 
in section 8, an amount calculated as the value of such shares as in force 
on the appointed day in accordance with the principle of determination of 
27 of 1957. 
	
	 value of any asset under the Wealth-tax Act, 1957 and the rules made 
thereunder. 
Payment of 
compensa-
tion. 
147 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
[West Ben. Act 
(Chapter II—Acquisition of the shares of the Company.— 
Sections 7-9.) 
Appoint-
ment of 
Commis-
sioner of 
Payments. 
(2) The amount referred to in sub-section (1) shall carry simple 
interest at the rate of four per cent. 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. 
7. (1) The State Government shall, for the purpose of disbursing the 
amounts payable to the shareholders under section 6, by notification, 
appoint a Commissioner of Payments. 
(2) The State Government may appoint such other persons as it may 
think to assist the Commissioner and thereupon 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 effect as if they been conferred on that 
person directly by this Act and not by way of authorisation. 
(4) The salaries and allowances of the Commissioner and other 
persons appointed under this section shall be defrayed out of the 
Consolidated Fund of the State. 
Payment by 	 8. (1) The State Government shall, within thirty days from the the State 
specified date, pay, in cash, to the Commissioner, for payment to the Govemment 
to the 	 shareholders,— Commis- 
sioner. 	 (a) an amount equal to the amount calculated under sub- 
section (1) of section 6, and 
(b) an amount equal to the amount determined under sub-
section (2) of section 6. 
(2) A deposit account shall be opened by the State Government in 
favour of the Commissioner, in the Public Account of the State, and every 
amount paid under this Act to the Commssioner shall be deposited by him 
to the credit of the said deposit account and the said deposit account shall 
be operated by the Commissioner. 
(3) The interest accruing on the amount standing to the credit of the 
deposit account, referred to in sub-section (2), shall enure to the benefit of 
the shareholders. 
Claims to be 
made to the 
Commis-
sioner. 
9. (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: 
148 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
I of 1985.] 
(Chapter II.—Acquisition of the shares of the Company.—
Sections 10, 11.) 
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. 
10. On receipt of the claims made under section 9, the Commissioner 
shall 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. 
11. (1) After examining the claims, the Commissioner shall fix a 
certain date on or before which every claimant shall file the proof of his 
claim or be excluded from the benefit of the disbursements made by the 
Commissioner. 
(2) Not less than fourteen days' notice of the date so fixed shall be 
given by advertisement in one issue of the daily newspaper in the English 
language and in one issue of such daily newspaper in the regional 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 
disbursement 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 places at which he will hold his sittings and shall, for 
the purpose of making an investigation under this Act, have the same 
.908. 
	
	 powers as are vested in a civil court under the Code of Civil Procedure, 
1908, while trying a suit, in respect of the following matters, namely:— 
(a) the summoning 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. 
Examination 
of claims. 
Admission 
or rejection 
of claims. 
149 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
[West Ben. Act 
(Chapter 11.—Acquisition of the shares of the Company.— 
Sections 12-14.) 
(6) A claimant, who is dissatisfied with the decision 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 registered office of the Company is situated: 
Provided that where a person who is a Judge of a High Court is 
appointed to be the Commissioner, such appeal shall lie to the High 
Court at Calcutta, and such appeal shall be heard and disposed of by 
not less than two Judges of that High Court. 
Disburse-
ment of 
money by 
the 
Commis-
sioner to 
claimants. 
Undisbursed 
or unclaimed 
amount to be 
deposited to 
the general 
revenue 
account. 
Power of 
inspection. 
12. (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 amount is due, and, 
on 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 share-
holders the amount paid to him by way of interest under sub-section (3) 
of section 8, and such apportionment shall be made on the basis of the 
amount due to each shareholder. 
13. Any money paid to the Commissioner which remains undis-
bursed or unclaimed on the date immediately preceding the date on 
which the office of the Commissioner is finally wound up shall be 
transferred by the Commissioner 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. 
14. For the purposes of ascertaining whether any person claiming 
payment under this Act is a shareholder, the State Government shall 
have the right to— 
(a) require any person, having the possession, 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 Commissioner. 
150 
The Infusions (India) Limited (Acquisition of Shares) Act, 1985. 
XXII of 1985.] 
(Chapter III—Miscellaneous.---Sections 15-19.) 
CHAPTER III 
Miscellaneous 
15. The provisions of this Act shall have effect notwithstanding 
anything inconsistent therewith contained in any law, other than this 
Act, or in any instrument having effect by virtue of any law, other than 
this Act. 
16. No suit, prosecution or other legal proceeding shall lie against 
the State Government or any officer of that Government or any officer 
or other person authorised by that Government for anything which is 
in good faith done or intended to be done under this Act. 
Act to have 
overriding 
effect. 
Protection of 
action taken 
in good 
faith. 
17. (1) The State Government may, by notification, make rules for Power to 
carrying out the provisions of this Act. 	 make rules. 
(2) Every rule made by the State Government under this Act shall 
be laid, as soon as may be after it is made, before the State Legislature, 
while it is in session for a total period of thirty days which may be 
comprised in one session or in two or more successive sessions, and if, 
before the expiry of the session immediately following the session or 
the successive sessions aforesaid, the State Legislature agrees in making 
any modification in the rule or the State Legislature agrees that the rule 
should not be made, the rule shall thereafter have effect only in such 
modified form or be of no effect, as the case may be; so, however, that any 
such modification or annulment shall be without prejudice to the validity 
of anything previously done under that rule. 
West Ben. 
Ord. V of 
1985. 
18. If any difficulty arises in giving effect to the provisions of this Act, 
the State Government may, by order, not inconsistent with the provisions 
of this Act, remove the difficulty: 
Provided that no such order shall be made after the expiry of a period 
of two years from the appointed day. 
19. (1) The Infusions (India) Limited (Acquisition of Shares) 
Ordinance, 1985 is hereby repealed. 
(2) Notwithstanding such repeal, anything done or any action taken 
under the said Ordinance shall be deemed to have been validly done or 
taken under this Act. 
Power to 
remove 
difficulties. 
Repeal and 
saving. 
151 

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