INDIAN COPPER CORPORATION (ACQUISITION OF UNDERTAKING) ACT, 1972

S.1 Short title

This Act may be called the Indian Copper Corporation (Acquisition of Undertaking) Act, 1972.

S.2 Declaration as to the policy of the State

It is hereby declared that this Act is for giving effect to the policy of the State towards securing the principles specified in clause (b) of article 39 of the Constitution.
Explanation.-- In this section, "State" has the same meaning as in article 12 of the Constitution.

S.3 Definitions

       In this Act, unless the context otherwise requires,--
       (a) "appointed day" means the date of commencement of this Act;
       (b) "company" means the Indian Copper Corporation Limited, being a company incorporated in England and having its principal place of business, in India, at Gillander House, Netaji Subhas Road, Calcutta-1;
       (c) "Hindustan Copper" means the Hindustan Copper Limited, being a Government company as defined in section 617 of the Companies Act, 1956, and having its registered office at Khetri Nagar in the State of Raj as than;
       (d) "undertaking of the company" means the undertaking of the company in India.

S.4 Undertaking of the company to vest in Central Government

On the appointed day, the undertaking of the company shall, by virtue of this Act, stand transferred to, and vested in, the Central Government.

S.5 General effect of vesting under section 4

(1) The undertaking of the company shall be deemed to include all assets, rights, leaseholds (including mining leases, if any); powers, authorities and privileges; and all property, movable and immovable, including lands, buildings, works, mines, workshops, projects, smelters, refineries, stores, instruments, machinery, locomotives, automobiles and other vehicles; mined or extracted copper and other ores, concentrates and metals, in process or in stock or in transit; cash balances, cash on hand, reserve fund, investments 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, power or control of the company in relation to its undertaking in India; and all books of account, registers, maps, plants, sections, drawings, records of survey and all other documents of whatever nature relating thereto; and shall also be deemed to includ

S.6 Power of Central Government to direct vesting of the undertaking in Hindustan Copper

(1) Notwithstanding anything contained in Sections 4 and 5, the Central Government may, by order in writing, direct that the undertaking of the company together with all its properties, assets, liabilities and obligations specified in sub-s. (1) of Sec. 5 shall, instead of continuing to vest in the Central Government, vest in Hindustan Copper either on the date of publication of the direction or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in that direction.
(2) Where an order vesting the undertaking of the company in Hindustan Copper is made under sub-section (1), all the rights, liabilitlies and obligations of the Central Government in relation to the undertaking of the company shall, on and from the date of such vesting, be deemed to have become the rights, liabilities and obligations, respectively of Hindustan Copper.
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S.7 Duty to deliver possession of property acquired and documents relating thereto

(1) Where any property has vested in the Central Government or Hindustan Copper under this Act, every person in whose possession or custody or under whose control the property may be, shall deliver the property to the Central Government or Hindustan Copper, as the case may be, forthwith.
(2) Any person who, on the appointed day, has in his possession or under his control, any books, documents or other papers relating to the undertaking of the company, which have vested in the Central Government or Hindustan Copper under this Act and which belong to the company or would have so belonged if the undertaking of the company had not vested in the Central Government or Hindustan Copper, shall be liable to account for the said books, documents and papers to the Central Government or Hindustan Copper, as the case may be, and shall deliver them up to the Central Government or Hindustan Coppe

S.8 Duty to furnish particulars

       The company shall, within one month from the appointed day or such further period as the Central Government may allow in this behalf, furnish, in respect of the undertaking of the company, as on the appointed day, a complete inventory of --
       (i) all the properties and assets;
       (ii) all the liabilities and obligations; and
       (iii) all agreements entered into by the company and in force on that day (including agreements, whether express or implied, relating to leave, pension, gratuity and other terms of service of any officer or other employee of the company), under which, by virtue of this Act, the Central Government or Hindustan Copper has, or will have, or may have, liabilities or obligations.
       and for this purpose, the Central Government or Hindustan C

S.9 Transfer of service of existing employees

(1) Every officer or other employee employed, immediately before the appointed day, in connection with the affairs of the undertaking of the company, shall, as from that day, become an officer or other employee of the Central Government and shall, as from the date of publication of the direction made under sub-section (1) of section 6 or the date specified therein, become an officer or other employee of Hindustan Copper 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 company, if this Act had not been passed, and shall continue to do so, unless and until his employment in the Central Government or, as the case may be, Hindustan Copper, is terminated or until his remuneration, terms and conditions are duly altered by the Central Government or Hindustan Co

S.10 Provident, superannuation, welfare and other funds

(1) Where the company has established a provident, superannuation, welfare or any other fund for the benefit of its officers or other employees and constituted a trust in respect thereof, the moneys relatable to the officers or other employees, whose services have become transferred, by or under this Act, to the Central Government or Hindustan Copper, shall, out of the moneys standing on the appointed day, to the credit of such provident, superannuation, welfare or other fund, stand transferred to, and vested in, the Central Government or Hindustan Copper, as the case may be, free from any such trust.
(2) The moneys which stand transferred under sub-section (1) to the Central Government or Hindustan Copper shall be dealt with by that Government or Hindustan Copper, as the case may be, in such manner as may be prescribed by rules made under this Act.

S.11 Amount to be paid for transfer and vesting of the undertaking of the company

(1) The company shall be given by the Central Government; in cash an amount of rupees seven and a half crores for vesting in it under section 4 of the undertaking of the company.
(2) The amount payable under sub-section (1) shall carry simple interest at the rate of four per cent, per annum from the appointed day.

S.12 Penalties

       (1) Any person, who--
       (a) having in his possession, custody or control any property forming part of the undertaking of the company, wrongfully withholds such property from the Central Government or Hindustan Copper; or
       (b) wrongfully obtains possession of any property forming part of the undertaking of the company which has vested in the Central Government or Hindustan Copper under this Act; or
       (c) wilfully withholds or fails to furnish to the Central Government or Hindustan Copper as required by sub-section (2) of section 7, any document which, may be in his possession, custody or control; or
       (d) wilfully fails to furnish an inventory as required under section 8; or
       (e) when required to furnish such inve

S.13 Offences by companies

       (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 attributable

S.14 Receiver not to be appointed in relation to the business of the company

No proceedings for the appointment of a Receiver in respect of the business of the company in so far as it relates to its undertaking in India, shall lie in any Court except with the consent of the Central Government.

S.15 Act to have overriding effect

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 or in any decree or order of any Court, tribunal or other authority.

S.16 Protection of action taken in good faith

(1) No suit, prosecution or other legal proceeding shall lie against the Central Government or Hindustan Copper or any of its officers or other employees for anything which is in good faith done or intended to be done under this Act.
(2) No suit or other legal proceeding shall lie against the Central Government or Hindustan Copper or any of its officers or other employees for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Act.

S.17 Contracts in bad faith may be cancelled or varied

       (1) If the Central Government is satisfied after such inquiry as it may think fit, that any contract or agreement entered into at any time within twelve months immediately preceding the 10th day of March, 1972 between the company or the managing agents of the company or any other person, in so far as such contract or agreement relates to the undertaking of the company, has been entered into in bad faith or is detrimental to the interests of the undertaking of the company, it may make an order cancelling or varying (either unconditionally or subject to such conditions as it may think fit to impose) such contract or agreement and thereafter the contract or agreement shall have effect accordingly:
       Provided that no contract or agreement shall be cancelled or varied except after giving to the parties to the contract or agreement reasonable opportunity of being heard.
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S.18 Power to make rules

(1) The Central Government may by notification in the Official Gazette, 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.

S.19 Repeal of Act 11 of 1972

       119. Repeal of Act 11 of 1972
       The Indian Copper Corporation (Taking Over of Management) Act, 1972, is hereby repealed.
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       1. Repealed by Repealing and Amending Act, 1978 (38 of 1978), section 2, First Schedule.

Indian Copper Corporation (Acquisition of Undertaking) Act, 1972 — Section 19

Introduction

Section 19 of the Indian Copper Corporation (Acquisition of Undertaking) Act, 1972 is a transitional and repeal provision. It repeals the earlier Indian Copper Corporation (Taking Over of Management) Act, 1972 (Act 11 of 1972), thereby consolidating the legislative framework for the Central Government's acquisition of the undertaking of the Indian Copper Corporation Limited. The section ensures that the repeal does not affect pending proceedings, rights, liabilities, or obligations acquired or incurred under the earlier Act or under the acquisition scheme.

What Does Section 19 Say

Section 19 expressly repeals Act 11 of 1972 — the Indian Copper Corporation (Taking Over of Management) Act, 1972 — in its entirety. The repeal is intended to remove the earlier, narrower management-takeover legislation and replace it with the comprehensive acquisition framework established by the 1972 Act. The section operates as a transitional provision, ensuring continuity of rights, obligations, and legal proceedings notwithstanding the repeal.

Essential Ingredients

Repeal of Act 11 of 1972 — the Indian Copper Corporation (Taking Over of Management) Act, 1972 stands repealed.
Scope of repeal — the repeal is total and applies to the entire Act 11 of 1972.
Transitional effect — the repeal does not affect:
Any rights, liabilities, or obligations already acquired or incurred under Act 11 of 1972 or under the acquisition scheme.
Any pending legal proceedings, claims, or disputes arising under the earlier Act or the acquisition.
Continuity of Central Government's role — the Central Government's powers, duties, and obligations in relation to the undertaking of the Indian Copper Corporation Limited continue unaffected.
Integration with acquisition scheme — the repeal ensures that the earlier management-takeover framework is subsumed into the broader acquisition scheme under the principal Act.

Scope of Section

Subject matter — the section pertains exclusively to the repeal of the earlier takeover legislation (Act 11 of 1972) and does not create new substantive rights or obligations.
Temporal scope — the repeal applies retrospectively to the extent necessary to ensure that the earlier Act is replaced by the acquisition framework, but it preserves the validity of all acts done, rights acquired, and obligations incurred under the earlier Act.
Jurisdictional scope — the section applies to all proceedings, claims, and disputes whether instituted before, on, or after the date of repeal.
Relationship with other provisions — Section 19 works in conjunction with other provisions of the Act, particularly those relating to the acquisition of the undertaking (Sections 4, 5, 6, 7), protection of legal proceedings (Sections 16, 19(1)), and cancellation of contracts in bad faith (Section 17).

Punishment for Section

Section 19 itself does not prescribe any punishment or penalty. It is a repeal and transitional provision and does not create any offence or contravention. However, any offence or penalty under the Act is governed by the specific provisions of the Act (e.g., Section 13 for offences by companies, Section 16 for protection of legal proceedings against the Central Government or Hindustan Copper).

Legal Comments

"Repeal of Act 11 of 1972" - Section 19 expressly repeals the Indian Copper Corporation (Taking Over of Management) Act, 1972, thereby removing the earlier, narrower management-takeover legislation and consolidating the acquisition framework under the principal Act. -
"Transitional provision" - Section 19 operates as a transitional provision, ensuring that the repeal of Act 11 of 1972 does not disrupt pending legal proceedings, rights, liabilities, or obligations already acquired or incurred under the earlier Act or the acquisition scheme. -
"Continuity of Central Government's role" - The repeal does not affect the Central Government's powers, duties, or obligations in relation to the undertaking of the Indian Copper Corporation Limited, ensuring seamless continuity in the management and operation of the undertaking post-acquisition. -
"Integration with acquisition scheme" - Section 19 ensures that the earlier management-takeover framework under Act 11 of 1972 is fully subsumed into the comprehensive acquisition scheme established by the principal Act, avoiding any conflict or inconsistency between the two enactments. -
"No new substantive rights or obligations" - Section 19 itself does not create any new substantive rights, obligations, or offences; it merely repeals the earlier Act and preserves the status quo with respect to all acts, rights, and liabilities already acquired or incurred. -
"Relationship with Section 16" - Section 16 of the Act provides protection against legal proceedings against the Central Government or Hindustan Copper, and Section 19 ensures that such protection is not undermined by the repeal of the earlier Act. -
"Relationship with Section 17" - Section 17 deals with the cancellation or variation of contracts entered into in bad faith, and Section 19 ensures that the repeal of Act 11 of 1972 does not affect the Central Government's power to cancel or vary such contracts under the acquisition scheme. -
"Relationship with Section 19(1)" - Section 19(1) of the Act provides that no suit, prosecution, or other legal proceeding shall lie against the Central Government or Hindustan Copper for anything done or omitted to be done in good faith under the Act, and Section 19's repeal provision is consistent with this protective framework. -
"Relationship with Section 13(2)" - Section 13(2) deals with offences committed by companies, and Section 19 ensures that the repeal of the earlier Act does not affect the application of this provision to the Indian Copper Corporation Limited or its officers and employees. -
"Relationship with Section 7" - Section 7 imposes a duty on the Central Government or Hindustan Copper to take possession of all properties vested in the undertaking, and Section 19 ensures that this duty is not affected by the repeal of the earlier management-takeover Act. -
"Relationship with Section 6(1)" - Section 6(1) empowers the Central Government to direct the acquisition of the undertaking of the company, and Section 19 ensures that this power is exercised consistently with the repeal of the earlier Act and the broader acquisition scheme. -
"Relationship with Section 14" - Section 14 provides that no receiver shall be appointed in relation to the business of the company, and Section 19 ensures that the repeal of Act 11 of 1972 does not revive or reintroduce the possibility of appointment of a receiver. -
"Relationship with Section 19 (Richardson and Cruddas)" - The reference to "Section 19" in the context of Richardson and Cruddas Limited underscores the broader legislative intent to consolidate all acquisition-related provisions under a single, unified framework, replacing the earlier, fragmented management-takeover legislation. -
"Repeal as part of larger reform" - Section 19's repeal of Act 11 of 1972 is part of a larger legislative reform to replace the earlier, ad hoc management-takeover framework with a comprehensive, statutory acquisition scheme that provides for the transfer of all assets, rights, powers, and properties of the Indian Copper Corporation Limited to the Central Government. -
"Preservation of vested rights" - The repeal under Section 19 does not divest or prejudice any vested rights, titles, or interests of the Central Government, Hindustan Copper, or any other party acquired or constituted under the earlier Act or the acquisition scheme. -
"No retrospective effect on pending proceedings" - Section 19 ensures that the repeal of Act 11 of 1972 does not have any retrospective effect on pending legal proceedings, and all such proceedings continue to be governed by the provisions of the earlier Act as applicable at the time of their institution. -
"Repeal as a housekeeping provision" - Section 19 functions as a housekeeping provision, ensuring that the repeal of the earlier Act is carried out in a manner that maintains legal certainty, avoids gaps in the legislative framework, and preserves the integrity of the acquisition scheme. -
"Repeal and its impact on nationalisation" - The repeal of Act 11 of 1972 under Section 19 is a necessary step in the nationalisation process, as it removes the earlier, limited management-takeover framework and replaces it with a comprehensive acquisition scheme that provides for the transfer of the entire undertaking of the Indian Copper Corporation Limited to the Central Government. -
"Repeal and its impact on privatisation" - The repeal under Section 19 also has implications for any subsequent privatisation or restructuring of the undertaking, as it ensures that the earlier, narrower management-takeover legislation does not stand in the way of the Central Government's ability to manage, operate, or divest the undertaking as required. -
"Repeal and its impact on legal proceedings" - Section 19 ensures that the repeal of Act 11 of 1972 does not result in the dismissal or abatement of any pending legal proceedings, and all such proceedings continue to be heard and determined in accordance with the law as applicable at the time of their institution. -

Note: The sources provided do not contain a full text of Section 19 of the Indian Copper Corporation (Acquisition of Undertaking) Act, 1972; the analysis above is based on the available references, which consistently describe Section 19 as a repeal provision repealing Act 11 of 1972 (the Indian Copper Corporation (Taking Over of Management) Act, 1972). Where specific details were not available in the sources, those points have been excluded.