Monopolies and Restrictive Trade Practices Act,1969
Act No : 54
Section :
Orders of the Commission to be noted in the register.
19. Orders of the Commission to be noted in the register.The Commission shall cause an authenticated copy of every order made by it in respect of a restrictive trade practice 1[or an unfair trade as the case may be] to be forwarded to 2[Director General] who shall have it recorded in such manner as may be prescribed. 27 CHAPTER III CONCENTRATION OF ECONOMIC POWER 3 * * * * * 1[ 1. Subs by S.9, Act 58 of 1991 (w.e.f. 27-9-1991) 28 as to whether it is expedient in the public interest to make an order,- (a) for the division of any trade of the undertaking by the sale of any part of the undertaking or assets thereof, or, (b) for the division of any undertaking or interconnected undertakings into such number of undertakings as the circumstances of the case may justify, and the Commission may, after such hearing as it thinks fit, report to the Central Government its opinion thereon and shall, where it is of opinion t[hat a division ought to be made, specify the manner of the division and compensation, if any, payable for such division. Explanation.-For the purposes of this section all activities carried on by way of trade by an undertaking or two or more inter- connected undertakings may be treated as a single trade. (2) If the Commission so recommends, the Central Government may, notwithstanding anything contained in any other law for the time being in force, by an order in writing, direct the division of any trade of the undertaking or of the undertaking or inter-connected undertakings. (3) Notwithstanding anything contained in any other law for the time being in force, the order referred to in sub-section (2) may provide for all such matters as may be necessary to give effect to the division of any trade of the undertaking or of the undertaking or inter-connected undertakings, including,- (a) the transfer or vesting of property, rights, liabilities or obligations ; (b) the adjustment of contracts either by the discharge or reduction of any liability or obligation or otherwise ; (c) the creation, allotment, surrender or cancellation of any shares, stock or securities ; (d) the payment of compensation; (e) the formation, or winding up of an undertaking or the amendment of the memorandum and articles of association or any other instruments regulating the business of any undertaking; 29 (f) the extent to which and the circumstances in which provisions of the order affecting an undertaking may be altered by the undertaking and the registration thereof ; (g) the continuation, with such changes as may be necessary, of parties to any legal proceeding. (4) Where the Central Government makes, or intends to make, an order for any purpose mentioned in sub-section (3), it may, with a view to achieving that purpose, prohibit or restrict the doing of anything that might impede the operation or making of the order and may impose on any person such obligations as to the carrying on of any activities or the safeguarding of any assets, as it may think fit, or it may, by order, provide for the carrying on of any activities or safeguarding of any assets either by the appointment of a person to conduct, or supervise the conduct of, any such activities or in any other manner. (5) Notwithstanding anything contained in any other law for the time being in force or in any contract or in any memorandum or articles of association, an officer of a company who ceases to hold office as such in consequence of the division of an undertaking or inter-connected undertakings shall not be entitled to claim any compensation for such cesser. 27A. Notwithstanding anything contained in this Act or in any other law for the time being in force, the Commission may,- (i) upon receiving a complaint of facts from any trade association or from any consumer or a registered consumers, association, whether such consumer is a member of that consu- mers' association or not, or (ii) upon a reference made to it by the Central Government or a State Government, or (iii) upon its own knowledge or information, if it is of opinion that the continuance of interconnection of an undertaking (hereafter in this section referred to as the principal undertaking) with any other undertaking is detrimental to- (a) the interests of the principal undertaking; or (b) the future development of the principal undertaking; or (c) the steady growth of the industry to which the principal undertaking pertains; or (d) the public interest, inquire] as to whether it is expedient in the public interest to make an order for the severance of such inter-connection on one or more of the grounds aforesaid, and the Commission may, after such hearing as it thinks fit, report to the Central Government its opinion thereon and shall, where it is of opinion that the severance of the interconnection of the principal undertaking with any other undertaking ought to be made, include in its report a scheme with respect to such severance, providing therein for the matters specified in sub-section (2). (2) Where, in any such report, the Commission recommends the severance of an such inter-connection, the scheme with respect thereto shall provide for the following matters, namely:- (a) the manner in which, and the period within which, the severance of such inter-connection is to be effected; (b) the appropriation or transfer of any share or other interest held by the owner in, or in relation to, the principal undertaking, in the other undertaking or the termination of any office or employment in such undertaking, which may be required for effecting the severance of such inter-connection; (c) compensation, if any, payable for the severance of such interconnection; and (d) such incidental, consequential and supplemental matters, as may be necessary to secure the severance of such inter-connection. (3) If the Commission so recommends, the Central Government may, notwithstanding anything contained in any other law for the time being in force, by an order in writing, direct the severance of inter- connection between the undertakings, as far as may be, in accordance with the scheme included in the report of the Commission. (4) Where the Central Government makes, or intends to make, an order for any purpose mentioned in sub-section (3), it may, with a view to achieving that purpose, prohibit or restrict the doing of anything that might impede the operation or making of the order and may impose on any person such obligations as to the carrying on of any activities or the safeguarding of any assets, as it may think fit, or it may, by order, provide for the carrying on, of any activities or safeguarding of any assets either by the appointment of a person to conduct, or supervise the conduct of, any such activities or in any other manner. (5) Notwithstanding, anything contained in any other law for the time being in force or in any contract or in any memorandum or articles of association, an officer of a company who ceases to hold office as such in consequence of the severance of inter-connection between undertakings shall not be entitled to claim any compensation for such cesser. Explanation.-For the purposes of this section, "inter-connection" means inter-connection of an undertaking with any other undertaking in any manner specified in clause (g) of section 2. 27B. Manner in which order made under section 27 or 27A shall be carried out. (1) Where in, any report made by it, whether under section trade of any undertaking or division of any undertaking or undertakings or of inter-connected undertakings, or, as the case may be, the severance of inter-connection between two or more undertakings, is to be effected by- (a) the disinvestment by any person holding any share in the body corporate owning such undertaking or undertakings; or (b) the sale of the whole or any part of such undertaking or undertakings, or, of any part of the assets thereof, the Central Government may, in its order under the said section 27 or section 27A, specify that such disinvestment of shares or the sale of the whole or part of the undertaking or undertakings or of such assets, as the case may be, shall be effected within such period and in such one or more of the following methods as may be specified in such order, namely:- (i) by directing the person holding such shares to make a Public Offer for the sale of such number of shares held by him in the body corporate owning the undertaking or undertakings, as may be specified in the order; or (ii) by directing the body corporate owning the undertaking to make further issue of equity capital to the members of the Public except to the person who is directed to disinvest the shares held by him in such body, corporate; or (iii) by directing that the sale of the undertaking or any part thereof, or as the case may be, of such assets, be made by public auction; or (iv) by such other prescribed method as the Central Gov- ernment may specify: Provided that the Central Government may extend on its own motion or on the application of the person concerned and for sufficient cause, the period specified as aforesaid in any order made by it under section 27 or section 27A by an other order. (2) Every order of the Central Government referred to in sub- section shall have effect notwithstanding anything contained elsewhere in this Act or in any other law for the time being in force or in the memorandum or articles of association of the body corporate owning the undertaking. (3) Where any- person who, has been directed to do so by an order referred to in sub-section (1), omits or fails to disinvest any share or block of shares specified in the said order, the body corporate in which Such shares are held shall not permit such person or his nominee or proxy to exercise any voting or other rights attaching to such share or block of shares.] Part C 3 * * * * * 1. Ins by Act 30 of 1984, S.22 (w.e.f. 1-8-1984) 2. Subs by Act 58 of 1991, S.10 (w.e.f. 27-7-1991) 3. Omitted by S.11, ibid (w.e.f. 27-9-1991) 31 CHAPTER III-A 1 * * *
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