BURMAH SHELL (ACQUISITION OF UNDERTAKINGS IN INDIA) ACT, 1976
This Act may be called the Burmah Shell (acquisition of Undertakings in India) Act, 1976.
In this Act, unless the context otherwise requires,00
(a) "appointed day" means the date of commencement of this Act;
(b) "Burmah Shell" means the Burmah Shell Oil Storage and Distributing Company of India Limited, a foreign company within the meaning of section 591 of the Companies Act, 1956(1 of 1956), incorporated in England in 1928 and having its registered office at Burmah House, Pipers Way, Swindon, Wiltshire, England;
(c) "Government company" means a Government company as defined in section 617 of the Companies Act, 1956 (1 of 1956);
(d) "notification" means a notification published in the Official Gazette;
(e) "prescribed" means prescribed by rules made under this Act.
On the appointed day, the right, title and interest of Burmah Shell, in relation to its undertakings in India, shall stand transferred to, and shall vest in, the Central Government.
(1) The undertakings referred to in section 3 shall be deemed, save as otherwise provided in sub-section (3), to include all assets, rights, powers, authorities and privileges and all property, movable and immovable, cash balances, reserve funds, book-debts, investments and all other rights and interests, in, or arising out of, such property as were, immediately before the appointed day, in the ownership, possession, power or control of Burmah Shell, in relation to its undertakings in India, and all books of account, registers, records and all other documents of whatever nature relating thereto and shall also be deemed to include all borrowings, liabilities (including the liability for the payment of any pension and other pensionary benefits to the persons employed in relation to its undertakings in India) and obligations of whatever kind then subsisting of Burmah Shell in relation to its undertakings in India:
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(1) Where any property is held in India by Burmah Shell under any lease or under any right of tenancy, the Central Government shall, on and from the appointed day, be deemed to have become the lessee or tenant, as the case may be, in respect of such property as if the lease or tenancy in relation to such property had been granted to the Central Government, and thereupon all the rights under such lease or tenancy shall be deemed to have been transferred to, and vested in, the Central Government.
(2) On the expiry of the term of any lease or tenancy referred to in sub-section (1), such lease or tenancy shall, if so desired by the Central Government, be renewed on the same terms and conditions on which the lease or tenancy was held by Burmah Shell immediately before the appointed day.
(1) For the removal of doubts, it is hereby declared that the provisions of sections 3, 4 and 5 shall apply to the extent to which any property appertains to the business carried on by Burmah Shell in India; and to the rights and powers acquired, and to debts, liabilities and obligations incurred, and to contracts, agreements and other instruments made, by Burmah Shell in India, and to legal proceedings relating to those matters pending in any court or tribunal in India.
(2) If any question arises as to whether any property appertains, on the appointed day, to any business of Burmah Shell in India, or whether any rights, powers, debts, liabilities or obligations were acquired or incurred or any contract, agreement or other instrument was made by Burmah Shell for the purposes of its business in India, or whether any documents relate to those purposes, the question shall be referre
(1) Notwithstanding anything contained in sections 3, 4 and 5, the Central Government may, if it is satisfied that a Government company is willing to comply, or has complied, with such terms and conditions as that Government may think fit to impose, direct by notification, that the right, title and interest and the liabilities of Burmah Shell in relation to any of its undertakings in India shall, instead of continuing to vest in the Central Government, vest in the Government company either on the date of the notification or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification.
(2) Where the right, title and interest and the liabilities of Burmah Shell in relation to its undertakings in India vest in a Government company under sub-section (l), the Government company shall, on and from the date or such vesting, be d
(1) For the transfer and vesting in the Central Government, under sections 3 and 4, of the right, title and interest of Burmah Shell in relation to its undertakings in India, and for the vesting in the Central Government, under section 5, of the rights specified therein, there shall be paid by the Central Government to Burmah Shell an amount of rupees twenty-seven crores and seventy-five lakhs in such instalments and in such manner as are specified in the Second Schedule.
(2) Taxes, if any, payable in India by Burmah Shell by reason of the payment of the amount specified in sub-section (l) shall be paid by the Central Government to Burmah Shell in Indian currency, and any amount received by Burmah Shell by way of refund of taxes so paid shall be paid back by Burmah Shell to the Central Government.
(3) The amount specified in sub-secti
(1) Every whole-time officer or other employee of Burmah Shell who was, immediately before the appointed day, employed by Burmah Shell in connection with its undertakings in India, and every whole-time officer or other employee of Burmah Shell who was, immediately before the appointed day, temporarily holding any assignment outside India, shall, on the appointed day, become an officer or other employee, as the case may be, of the Central Government or the Government company in which the right, title and interest of Burmah Shell in relation to its undertakings in India have vested under this Act and shall hold office or service under the Central Government or the Government company, as the case may be, on the same terms and conditions and with the same rights to pension, gratuity and other matters as would have been admissible to him if there had been no such vesting and shall continue to do so unless and until his employment
(1) Where a provident, superannuation, welfare or other fund has been established by Burmah Shell for the benefit of the persons employed by it in connection with its undertakings in India, the moneys relatable to the employees
(i) whose services are transferred by or under this Act to the Central Government or the Government company; or
(ii) who are in receipt of pension or other pensionary benefits immediately before the appointed day,
shall, out of the moneys standing, on that day, to the credit of such provident, superannuation, welfare or other fund stand transferred to, and vested in, the Central Government or the Government company, as the case may be, free from any trust that may have been constituted by Burmah Shell in respect thereof.
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The provisions of this Act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law other than this Act or in any decree or order of any court, tribunal or other authority.
(1) Where any property, appertaining to any undertaking of Burmah Shell in India has been transferred to, and vested in, the Central Government or the Government company under this Act
(a) every person in whose possession, custody or control any such property may be, shall, on a demand by the Central Government or the Government company, as the case may be, deliver the property to the Central Government or the Government company, as the case may be, forthwith;
(b) any person who, immediately before such vesting has in his possession, custody or control any books, documents or other papers relating to the undertakings of Burmah Shell in India, shall be liable to account for the said books, documents and papers to the Central Government or the Government company, as the case may be, and shall deliver them up to the Central Government
(1) Every contract entered into by the Burmah Shell for any service, sale or supply in India, and in force immediately before the appointed day, shall, unless terminated under sub-section (2) within one year from the appointed day, continue to be of full force and effect against or in favour of the Central Government or the Government company in which the undertakings of Burmah Shell in India have vested under this Act.
(2) The Central Government may, if it is satisfied that any contract referred to in sub-section (1) is unduly onerous or has been entered into in bad faith or is detrimental to the interests of that Government or the Government company, by order in writing, either terminate such contract or make such alterations or modifications therein as it may think fit:
Provided that the Central Government shall not terminate any c
Any person who
(a) having in his possession, custody or control any property forming part of any undertaking of Burmah Shell in India wrongfully withholds such property from the Central Government or the Government company; or
(b) wrongfully obtains possession of or retains any property forming part of any undertaking of Burmah Shell in India; or
(c ) wilfully withholds or fails to furnish to the Central Government or the Government company or any person specified by the Central Government or that company, any books, documents or other papers relating to any undertaking of Burmah Shell in India which may be in his possession, custody or control; or
(d) fails to deliver to the Central Government or the Government company, any assets, books of acc
(1) Where an offence under this Act has been committed by a company, every person who, at the time the offence was committed was in charge of, and was responsible to, the company for the conduct of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly:
Provided that nothing contained in this sub -section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence .
(2) Notwithstanding anything contained in sub -section (1), where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or connivance of, or is attr
No suit, prosecution or other legal proceeding shall lie against the Central Government or the Government company or any of its officers or other employees for anything which is in good faith done or intended to be done under this Act.
Notwithstanding anything contained in the Code of Criminal Procedure, 1973, no court shall take cognizance of any offence against this Act except on a complaint, in writing, made by the Central Government or any officer authorised in this behalf by that Government.
Every officer of the Central Government and every officer or other employee of the Government company shall be indemnified by the Central Government or the Government company, as the case may be, against all losses and expenses incurred by him in, or in relation to, the discharge of his duties under this Act except such as have been caused by his own wilful act or default.
If any difficulty arises in giving effect to the provisions of this Act, the Central 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.
(1) The Central Government may, by notification, make rules to carry out the provisions of this Act.
(2) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament 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, both Houses agree in making any modification in the rule or both Houses agree 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.
THE FIRST SCHEDULE
[See section 4 (3)]
TRADE MARKS WHICH BURMAH SHELL IS ENTITLED TO USE IN INDIA AND WHICH SHALL NOT VEST IN THE CENTRAL GOVERNMENT OR THE GOVERNMENT COMPANY
(a) The right of Burmah Shell to use in India the trade marks and other distinctive marks (including, but not confined to, trade names, styles of labelling and distinctive colour schemes) registered under the Trade and Merchandise Marks Act, 1958 (43 of 1958), by the Shell Company of India Limited or Shell International Petroleum Company Limited, being companies incorporated in England and having their registered office at Shell Centre, London, United Kingdom.
(b) The right of Burmah Shell to use in India the trade marks and other distinctive marks (including, but not conf
THE SECOND SCHEDULE
(See section 8)
1. The amount specified in section 8 shall be deemed to correspond to fifteen million two hundred and nine thousand seven hundred and seventy-two pounds sterling (hereafter in this Schedule referred to as the principal amount).
2. The amount referred to in the foregoing paragraph and the interest due thereon shall be remitted by the Central Government to Burmah Shell at its principal office in the United Kingdom on the dates and in instalments specified in the corresponding entries in the Table below, namely:--
THE TABLE
Date of payment Instalments (in pound sterling)
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