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REGISTERED 103173 रजिस्ट्रो सं ० डी०( ४०)-73

OHE GOVT OF INTE

भारत का राजपत्र The Gazette of India

असाधारण

EXTRAORDINARY

भाग II-खण्ड 1

PART II --Section 1

प्राधिकार से प्रकाशित

PUBLISHED BY AUTHORITY

सं० 56]

= === नई बिल्ली, शुक्रवार, सितम्बर 30 , 1977 /आश्विन 8, 1899 ( शफ)

No. 56] NEW DELHI , FRIDAY, SEPTEMBER 30 , 1977 / ASVIN 8 , 1899 ( SAKA)

इन भाग में भिन्न पृष्ठ संख्या वी जाती है जिससे कि यह अलग संकलन के रूप में रखा जा सके ।

Separate paging is given to this part in order that it may be filed as a separate compilation

MINISTRY OF LAW , JUSTICE AND COMPANY AFFAIRS (LEGISLATIVE DEPARTMENT)

New Delhi , the 30th September / Asvına 8 , 1899 ( Saka)

THE GRESHAM AND CRAVEN OF INDIA ( PRIVATE ) LIMITED ( ACQUISITION AND TRANSFER OF UNDERTAKINGS ) ORDINANCE , 1977

No. 14 OF 1977

Promulgated by the President in the Twenty- eighth Year of the Republic of India .

An Ordinance to provide for the acquisition and transfer of the undertakings of Messrs . Gresham and Craven of India (Private) Limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the Railways and of the industries manufacturing engineering products and for matters connected therewith or incidental thereto .

WHEREAS Messrs Gresham and Craven of India ( Private ) Limited were engaged in the manufacture and production of components of rolling stock hke vacuum brake equipment , ejectors , steam brake valves and vacuum exhausters and the like needed by the Railways and the industries manufacturing engineering products , AND WHEREAS as a result of the losses suffered by the Company , there had been a closure of the works owned by the Company

AND WHEREAS for the purpose of speedily bringing the closed works of the Company into operation , the management of the undertakings of the 371

92 GI / 77-1 [PART II- 372

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65 of 1951 Company was taken over by the Central Government for a limited period under section 18A of the Industries ( Development and Regulation ) Act , 1951 ;

AND WIIFREAS it is necessary to acquire the undertakings of the Comparry to ensure the continuance of the production of goods which are vital to the needs of the Railways and of the industries manufacturing engineering products ,

AND WHERFAS Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take immediate action ;

NOW, I HERFFORE , in exercise of the powers conferred by clause ( 1 ) of article 123 of the Constitution, the President is pleased to promulgate the following Ordinance

CHAPTER I

PRELIMINARY

Short title and commencement

1 ( 1 ) This Ordinance may be called the Gresham and Craven of India ( Private) Limited ( Acquisition and Transfer of Undertakings ) Ordinance , 1977

(2) The provisions of sections 28 and 29 shall come into force at once and the reinaınıng provisions of this Ordinance shall be deemed to have come into force on the 1st day of August , 1977 .

Definitions .

2. In this Ordinance , unless the context otherwise requires ,--

(a ) " appointed day " means the 1st day of August, 1977 ;

of ( b) "Braithwaite and Company Limited" means the Government company known as the Braithwaite and Company Limited in which the undertakings the Braithwaite and Company ( India) Limited together with the right , title and interest of the said Company thereon vested with effect from the 1st day of December , 1976 , in pursuance of the notification of the Government of India in the Ministry of Industry ( Department of Heavy Industry) No. SO . 771 ( E ) , dated the 3rd December , 1976, issued under sub- section ( 1 ) of section 6 of the Braithwaite and Company ( India ) Limited ( Acquisition and Transfer of Undertakings ) Act , 1976 ; 96 of 1976

(d) " Company " means the Gresham and Craven of India ( Private ) Limited , being a company as defined in the Companies Act , 1956 , and having its registered office at 22 -Gobra Road , Calcutta- 14 ; 1 of 1956 ,

( e) "Government company " has the meaning assigned to it by section 617 of the Companics Act , 1956 ;

1 of 1956 ( f ) " notification" means a notification published ur the Official Gazette,

(g ) " prescribed " means prescribed by rules made under this Ordinance;

( h ) " specified date " means such date as the Central Government may , for the purpose of any provision of this Ordinance , by notification , specify and different dates may be specified for different provisions of this Ordinance .

(1) words and expressions used herein and not defined but defined in the Companies Act, 1956 , shall have the meanings , 1 of 1956 respectively , assigned to them in that Act 373 SEC. I]

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CHAPTER II

ACQUISITION AND FRANSFER OF THE UNDERTAKINGS OF THE COMPANY

Transfer and vest- ing in the Cential Government of the undertakings of the Company 3. On the appointed day, the undertakings of the Company , and the right, title and interest of the Company in relation to its undertakings , shall , by virtue of this Ordinance , stand transferred to , and shall vest in , the Central Government .

General effect of vesting 4. ( 1 ) The undertakings of the Company shall be deemed to include all assets , rights , lease - holds , powers , authorities and privileges , and all property , movable and immovable , including lands , buildings , workshops , stores , instruments , machinery and equipment , cash balances , cash on hand , reserve funds , investments , book debts 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 the Company , whether within or outside India , and all books of account , registers and all other documents of whatever nature relating thereto

(2) All properties as aforesaid which have vested in the Central Government under section 3 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 or decree or order of any court restricting the use of such property in any manner or appointing any receiver in respect of the whole or any part of such properties shall be deemed to have been withdrawn .

( 3) Every mortgagec of any property which has vested under this Ordinance m the Central Government and every person holding any charge , lien on other interest in , or in relation to , any such property , shall give, within such tune and in such manner as may be prescribed, an intimation to the Commissioner of such mortgage , charge , lien or other Interest

( 4) For the removal of doubts , it is hereby declared that the mortgagee of any property referred to in sub - section (3 ) or any other person holding any charge , lien or other intcrest in, or in relation to , any such property shall be entitled to claım, in accordance with his rights and interests , payment of the mortgage money or other dues , in whole or in part , out of the amounts specified in section 8 , and also out of the monies determined under section 9 , but no such mortgage , charge , hen or other interest shall be enforceable against any property which has vested in the Central Government .

(5) If, on the appointed day , any suit , appeal or other proceeding of whatever nature in relation to any property which has vested in the Central Government , under section 3 , instituted or preferred by or against the Company is pending , the same shall not abate , be discontinued or be , r any way , prejudicially affected by reason of transfer of the undertakings of the Company or of anything contained in this Ordinance, but the suit, appeal or other proceeding may be continued , prosecuted or enforced by or against the Central Government, or the Braithwaite and Company Limited . or , where the undertakings of the Company are directed under section 7 , to vest in a Government company , that Government company

( om- Central Govern- ment or the Braith pany Limited or be liable for the Government company not to prior liabilities 5 ( 1 ) Every hability of the Company in respect of any period prior to the appointed day , shall be the liability of the Company and shall be enforceable against it and not against the Central Government , or the Braithwaite and Compary Limited, or, where the undertakings of the Company are directed , under section 7 , 10 vest in a Government company , against that Government company 374

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EXTRAORDINARY

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(2) For the removal of doubts , it is hereby declared that,-

(a ) save as otherwise expressly provided in this Ordinance , no hability of the Company in respect of any period prior to the appointed day , shall be enforceable against the Central Government , or the Braithwaite and Company Limited , or , where the undertakings of the Company are directed, under section 7 , to vest in a Government company , against that Government company ,

(b) no award , decree or order of any court , tribunal or other authority in relation to the undertakings of the Company , passed after the appointed day , in respect of any matter , claim or dispute which arose before that day , shall be enforccable against the Central Government , or the Braithwaite and Company Limited , or , where the undertakings of the Company are directed , under section 7 , to vest in a Government company , against that Government company ,

( c) no liability incurred by the Company before the appointed day, for the contravention of any provision of law for the time being in force , shall be enforceable against the Central Government , or the Braithwaite and Company L" mited , or , where the undertakings of the Company are directed , under section 7 , to vest in a Government company , against that Government company .

Vesting of the undertakings of the Company in the Braithwaite and Company Limited .

6. ( 1 ) Notwithstanding anything contained in sections 3 and 4, the Central Government shall , as soon as may be , after the promulgation of this Ordinance , direct , by notification , that the undertakings of the Company, and the right , title and interest of the Company in relation to its undertakings , which have vested in the Central Government under section 3 , shall , instead of continuing to vest in the Central Government , vest in the Braithwarte and Company Limited 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 of the Company in relation to its undertakings vest in the Braithwaite and Company Limited under sub- section ( 1 ) , the Braithwaite and Company Limited shall , on and from the date of such vesting , be deemed to have become the owner in relation to such undertakings , and all the rights and liabilities of the Central Government in relation to such undertakings shall , on and from the date of such vesting , be deemed to have become the rights and liabilities , respectively, of the Braithwaite and Company Limited

Power of Cen- tral Government to direct vesting of the under- rakings of the Company in a Government company .

7. ( 1 ) Notwithstanding anything contained in sections 3 , 4 and 6 , 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 undertakings of the Company , and the right , title and interest of the Company in relation to its undertakings , which have vested in the Central Government under section 3 and thereafter in the Braithwaite and Company Limited , under section 6 , shall , instead of continuing to vest in the Braithwaite and Company Limited , 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 of the Company in relation to its undertakings vest in a Government company under sub - section ( 1 ) , the Government company shall , on and from the date of such vesting , be deemed to have become the owner in relation to such undertakings , and all the rights and habıhties of the Central Government or the Braithwaite and Company Limited in relation to such undertakings shall , on and from 375 SEC. I ]

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the date of such vesting , be deemed to have become the rights and liabilities , respectively , of the Government company

CHAPTER III

PAYMENT OF AMOUNTS

amount. Payment of 8 For the transfer to , and vesting in , the Central Government , under scction 3 , of the undertakings of the Company and the right , title and interest of the Company in relation to its undertakings , there shall be given by the Central Government to the Company , in cash , and in the manner specified in Chapter VI , an amount of rupees one hundred and seventy - six lakhs .

further amount Payment of 9. ( 1 ) For the deprivation of the Company of the management of its undertakings , there shall be given to the Company by the Central Govern- ment an amount calculated at the rate of rupecs fifty thousand per annum for the period commencing on the date on which the management of the undertakings of the Company was taken over by the Central Government and ending on the appointed day .

(2 ) In consideration of the retrospective operation of the provisions of sections 3 , 4 and 5 , there shall also be given , in cash , by the Central Governmentto the Company , an amount equal to an amount calculated at the rate of rupees fifty thousand per annum for the period commencing on the appointed day and ending on the date of promulgation of this Ordinance

(3) The amount specified in section 8 and the amount determined under sub- sections ( 1 ) and ( 2 ) shall carry simple interest at the rate of four per cent . per annum for the period commencing on the date of promulgation of this Ordinance and ending on the date on which payment of such amounts is made by the Central Government to the Commissioner .

(4) The amounts determined in accordance with the provisions of sub - sections ( 1 ) , ( 2 ) and ( 3 ) shall be given by the Central Government to the Company in addition to the amount specified in section 8

(5) For the removal of doubts , it is hereby declared that the liabilities of the Company , in relation to its undertakings which have vested in the Central Government under section 3 , shall be discharged from the amounts referred to in section 8 , and also from the amounts determined under sub- sections ( 1 ) , ( 2 ) and ( 3 ) in accordance with the rights and interests of the creditors of the Company.

CHAPTER IV

MANAGEMENT , EFC . , OF THE UNDERTAKINGS OF THE COMPANY

Management , etc. , of the under- takings of the Company.

10 ( 7 ) The Braithwaite and Company Limited in which the under- takings of the Company and the right , title and interest of the Company in relation to its undertakings vested under section 6 shall be entitled to exercise all such powers and do all such things as the Company is authorised to exercise and do in relation to its undertakings .

( 2 ) The general superintendence , direction , control and management of the affairs and business of the undertakings of the Company , the right , title and interest in relation to which have vested , under section 3 , in the Central Government and under section 6 , in the Braithwaite and Company Limited shall , where a direction has been made by the Central Government under sub- section ( 1 ) of section 7 , vest in the Government company specified in such direction , and thereupon the Government company so specified shall be entitled to exercise all such powers and do all such things as the Company is authorisedto exercise and do in relation to its undertakings .

Duty of persons ΙΠ charge of management of 11. ( 1 ) On the vesting of the management of the undertakings of the Company in the Braithwaite and Company Limited, all persons in charge 376

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[PART II-

the of to deliver assets , elc

undertakings of the management of the undertakings of the Company immediately before the Company such vesting shall be boundand to deliver to the Braithwaite and Company Limited all assets , books of account , registers or other documents in their custody relating to the undertakings of such Company .

(2) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the Braithwaite and Company Limited as to its powers and duties and the Braithwaite and Company Limited may also , if it so desires , apply to the Central Government at any time for instructions as to the manner in which the management of the undertakings of the Company shall be conducted by it or in relation to any other matter arising in the course of such management.

(3) On the vesting of the management of the undertakings of the Company in a Government company , the provisions of sub -sections ( 1 ) and ( 2 ) shall apply to , or in relation to , the Government company as they apply to, or in relation to , the Braithwaite and Company Limited , subject to the modification that the references to the Braithwaite and Company Limited shall be construed as referencesto the Government company.

CHAPTER V

PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY

Employment of certain employees to continue

12. ( 1 ) Every person who has been, immediately before the appointed day, employed in any undertaking of the Company shall become, on and from the appointed day or such later date , as the case may be, an employee of the Braithwaite and Company Limited, or , as the case may be , of the Government company in which the right , title and interest of the Company in relation to its undertakings , have vested under this Ordinance , and shall hold office or service under the Braithwaite and Company Limited , or the Government company, as the case maybe , with the same rights and privileges as 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 under the Braithwaite and Company Limited, or the Government company , as the case may be , is duly terminated or until his remuneration and other conditions of service are duly altered by the Braithwaite and Company Limited , or by the Government company, as the case may be .

14 of 1947 (2 ) Notwithstanding anything contained in the Industrial Disputes Act , 1947 , or in any other law for the time being in force , the transfer of the services of any officer or other person employed in any undertaking of the Company to the Braithwaite and Company Limited, or the Govern- ment company, shall not entitle such officer or other employee to any compensation under this Ordinance or under any other law for the time being in force and no such claim shall be entertained by any court , tribunal or other authority,

(3 ) Where , under the terms of any contract of service or otherwise , any person , whose scrvices become transferred to the Braithwaite and Company Limited , or the Government company , by reason of the provi- sions of this Ordinance , is entitled to any arrears of salary or wages or any payments for any leave not availed of or any other payment , not being payment by way of gratuity or pension, such person may entorce his claim against the Company , but not against the Central Government, or the Braithwaite and Company Limited , or the Government company.

Provident fund and other funds .

13. ( 1 ) Where the Company has established a provident fund , super- annuation fund , welfare fund or other fund for the benefit of the persons employed in any of the undertakings of the Company, the montes relatable to the officers or other employees , whose scrvices have become transierred by or under this Ordinance to the Braithwaite and Company Limited , or 377 THE GAZFTTE OF INDIA EXTRAORDINARY

SEC. IJ

the Government company, shall , out of the monics standing , on the appointed day, to the credit of such provident fund , superannuation fund , welfare fund or other fund , stand transfered to , and shall vest in, the Braithwaite and Company Limited, or the Government company , as the case may be .

(2) The monies which stand transfened under sub- section ( 1) to the Braithwaite and Company Limited , or the Government company, as the case may be , shall be dealt with by the Braithwaite and Company Limited , or the Government company , in such manner as may be prescribed

CHAPTER VI

COMMISSIONER OF PAYMENTS

Commissioner of 14. ( 1 ) The Central Government shall , for the purpose of disbursing Appointment of the amounts payable to the Company under sections 8 and 9 , by notifica- Payments tion, appoint a Commissioner of Payments

(2) The Central Government may appoint such other persons as it may think fit 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 Ordinance 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 have been conferred that person directly by this Ordinance and not by way of authorisation . on (4) The salaries and allowances of the Commissioner and other per- sons appointed under this section shall be defrayed out of the Conso- lidated Fund of India .

the Payment by the the ment to the Central Govern- Commissioner 15. ( 1 ) The Central Government shall, within thirty days from specified date , pay , in cash , to the Commissioner, for payment to Company-

(a) an amount equal to the amount specified in section 8 , and

(b) an amount equal to the amount payable to the Company under section 9

(2) A deposit account shall be opened by the Central Government in favour of the Commissioner , in the Public Account of India , and every amount paid under this Ordinance to the Commissioner 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 Company .

Certain powers of the Central Gov- ernment or BramwayLimited or Government 16. ( 1 ) The Central Government , or the Braithwaite and Company Limited, or the Government company , as the case may be , shall be entitled to receive up to the specified date , to the exclusion of all other persons , any money due to the Company , in relation to its undertakings which have vested in the Central Government, or the Braithwaite and Company company. Limited, or the Government company, realised after the appointed day not- withstanding that the realisation pertains to a period prior to the appointed day.

(2) The Central Government , or the Braithwaite and Company Limi- ted, or the Government company , as the case may be , may make a claim to the Commissioner with regard to cvery payment made by it after the appointed day for discharging any liability of the Company in relation 378

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[PART II-

to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attaching , under this Ordinance , to the matter in relation to which such liability has been discharged by the Central Government, or the Braithwaite and Company Limited , or the Government company

(3 ) Save as otherwise provided in this Ordinance , the liabilities of the Company in respect of any transaction prior to the appointed day , which have not been discharged on or before the specified date , shall be the habilities of the Company .

Claims to be made to the Commissioner .

17. Every person having a claim against the Company shall prefer such claim before the Commissioner within thirty days from the specified date :

Provided that if the Commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days , he may entertain the claim within a further period of thirty days and not thereafter .

Puority of claims

Schedule 18. The claims arising out of the matters specified in the shall have priorities in accordance with the following principles , namely--

(a) Category I will have precedence over all other categories and Category II will have precedence over Category III , and so on ;

( b) the claims specified in each of the categories shall rank equally and be paid in full , but , if the amount is insufficient to meet such claims in full , they shall abate in equal proportions and be paid accordingly ,

( c) the question of discharging any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all the liabilities specified in the immediately higher category.

Exammation of claims

19. ( 1) On receipt of the claims made under section 17 , the Com- missioner shall arrange the claims in the order of priorities specified in the Schedule and examine the same in accordance with such order of priorities .

( 2) If, on examination of the claims , the Commissioner is of opinion that the amount paid to him under this Ordinance is not sufficient to meet the liabilities specified in any lower category , he shall not be required to examine the claims in respect of such lower category .

Admission οι rejection of claims

20. ( 1 ) After examining the claims with reference to the priorities set out in the Schedule , the Commissioner shall fix a certain date on or before which every claimant shall file the proof of his claim failing which he will be cxcluded 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 a 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 claum within the time specified by the Commissioner shall be excluded from the disburse- ments made by the Commissioner .

(4 ) The Commissioner shall , after such investigation as may, in lus 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 SEC. I ]

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379

5 of 1908 .

(5 ) The Commissioner shall have the power to regulate his own pro- cedure 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 pur- pose of making an investigation under this Ordinance , have the same 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 wit- nesses .

45 of 1860,

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the Indian Penal Code and the Commissioner shall be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure , 1973 .

2 of 1974 .

( 7) A claimant who is dissatisfied with the decision of the Commissioner may prefer an appeal against the decision to the principal cıvıl court of original jurisdiction within the local limits of whose jurisdiction the register- ed office of the Company is situated .

Provided that where a person who is a Judge of a High Court is appoint- ed to be the Commissioner , the 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

money by the Commissioner to in Disbursement of 21. After admitting a claim under this Ordinance , the amount due respect of such claim shall be paid by the Commissioner to the person or persons to whom such sums are due , and , on such payment , the liability clarmants of the Company in respect of such claim shall stand discharged

amounts to the Disbursement of 22. ( 1 ) If, out of the monies paid to him in relation to the undertakings of the Company , there is a balance left after mecting the liabilities as speci- Company fied in the Schedule . the Commissioner shall disburse such balance to the Company

( 2 ) Where the possession of any machinery , equipment or other pro- perty, has vested in the Central Government or the Braithwaite and Company 1 imited, or the Government company , under this Ordinance , but such machinery, equipment or other property does not belong to the Company, it shall be lawful for the Central Government , or the Braithwaite and Company Limited , or the Government company to continue to possess such machinery or equipment or other property on the same terms and conditions under which they were possessed by the Company immediately before the appointed day .

to be deposited Undisbursed or unclaimed amount to the general revenue account 23. Any money paid to the Commissioner which remams undisbursed or unclaimed for a period of three years from the last day on which the disbursement was made shall be transferred by the Commissioner to the general revenue account of the Central Government , but a claim to any

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[PART II--

money so transferred may be preferred to the Central 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 treat- ed as an order for the refund of the revenue .

CHAPTER VII

MISCELLANEOUS

Ordinance to have overriding effect

24. The provisions of this Ordinance 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 Ordinance , or in any decrec or order of any court, tribunal or other authority.

Contracts to cease Central Govern- ment or Braith- waite and Com- pany Imited or Government company, to have effect une

25. ( 1 ) Every contract entered into by the Company in relation to its undertakings for any service , sale or supply, and in force immediately before the appointed day , shall, on and from the expiry of one hundred and eighty days from the date of promulgation of this Ordinance , cease to have effect unless such contract is , before the expiry of that period , rauhed , in writing , by the Central Government , or the Braithwaite and Company Limited, or the Government company , and , in ratifying such contract , the Central Government , or the Braithwaite and Company Limited , or the Government company may make such alteration or modification therein as it may think fit .

Provided that the Central Government , or the Braithwaite and Company Limited, or the Government company shall not omit to ratify a contract , and shall not make any alteration or modification in a contract , unless it is satisfied that such contract is unduly onerous on has been entered into in bad faith or is detrimental to the interests of the Central Government , or the Braithwaite and Company Limited , or the Government company .

(2) The Central Government , or the Braithwaite and Company Limited , or the Government company shall not omit to ratify a contract , and shall not make any alteration or modification therein , except after giving to the parties to the contract a reasonable opportunity of being heard and except after recording , in writing, its reasons for refusal to ratify the contract or for making any alteration or modification therein .

Protection of action taken m good faith

26. ( 1 ) No suit , prosecution , or other legal proceeding shall lhe against the Central Government or any officer of that Government , or the Braith- waite and Company Limited , or the Government company , or any officer or other person authorised by that Government , or the Braithwaite and Company Limited, or the Government company for anything which is in good faith done or intended to be done under this Ordinance .

(2) No suit or other legal proceeding shall lhe against the Central Government or any of its officers or other employees , or the Braithwaite and Company Limited , or the Government company , or any officer of other personrson authorised by that Company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under thus Cadinance .

Delegation of powers ,

27. ( 1 ) The Central Government may, by notification, direct that all or any of the powers exercisable by it under this Ordinance , other than the power conferred by section 30 , may also be exercised by such person or persons as may be specified in the notification.

381 THE GAZETTE OF INDIA EXTRAORDINARY

SEC. 1 ]

===

(2) Whenever any delegation of power is made under sub - section ( 1 ) , the person to whom such power has been delegated shall act under the direction , control and supervision of the Central Government

Penaltres.

28. Any person who,-

(a) having in his possession , custody or control any property forming part of any undertaking of the Company , wrongfully withholds such property from the Central Government , or the Braithwaite and Company Limited , or the Government company ; or

(h) wrongfully obtains possession of, or retains , any property forming part of any undertaking of the Company or wilfully withholds or fails to furnish to the Central Government , or the Braithwaite and Company Limited, or the Government company , or any person or body of persons specified by that Government , or the Braithwaite and Company Limited , or the Government company , any document relating to such undertaking which may be in his possession, custody or control or fails to deliver to the Central Government , or the Braithwaite and Company Limited , or the Government company , or any person or body of persons specified by that Government , or the Braithwaite and Company Limited, or the Government company , any assets , books of account , registers or other documents in his possession , custody οι control , relating to the undertaking of the Company , or

(c) wrongfully removes or destroys any property fornung part of any undertaking of the Company or prefers any claim under this Ordinance which he knows or has reasonable cause to believe to be false or grossly inaccurate ,

shall be punishable with imprisonment for a term which may extend to two years , or with fine which may extend to ten thousand rupees , or with both.

29. ( 1 ) Where an offence under this Ordinance has been committed Offences by by a company, every person who at the time the offence was committed companies 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 Ordinance 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 to any neglect on the part of, any director , manager , secretary , or other officer of the company , such director , manager , secretary, or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

Explanation . For the purposes of this section,-

(a) " company" means any body corporate and includes a firm or other association of individuals ;

( b) "director" , in relation to a firm , means a partner in the firr [PART II- 382

THE GAZETTE OF INDIA EXTRAORDINARY

Power to make rules

36. ( 1 ) The Central Government may , by notification , make rules for carrying out the provisions of this Ordinance

(2) In particular , and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters , namely

(a) the time within which , and the manner in which , an intima- tion shall be given to the Commissioner under sub - section ( 3 ) of section 4;

(b) the manner in which the monies in any provident fund or other fund referred to in section 13 shall be dealt with ;

(3 ) Every rule made by the Central Government under this Ordinance 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 modifica- tion 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 .

Power to remove difficulties

31. If any difficulty arises in giving effect to the provisions of this Ordinance , the Central Government may, by order, not inconsistent with the provisions of this Ordinance , remove the difficulty :

Provided that no such order shall be made after the expiry of a period of two years from the date on which this Ordinance receives the assent of the President

Declaration as to the policy of the State .

32. It is hereby declared that this Ordinance 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

THE SCHEDULE

(See sections 18 , 19 , 20 and 22)

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY

PART A

Post- take- over management period

Category I

Wages , salaries and other dues of the employees of the Company.

Category II

( i) Loans advanced by the Central Government .

(ii ) Loans advanced by Banks .

383 THE GAZETTE OF INDIA EXTRAORDINARY

[SEC . I]

Category III

Any credit availed of by the Company for the purpose of carrying on any trading or manufacturing operations .

Category IV

Any other loans

Category V

Revenue , taxes , cesses , rates or any other dues to the Central Government or a State Government

PART B

Pre-take-over management period

Category VI

Arrears in relation to contributions to be made by the Company to the provident fund, salaries , wages and other amounts due to the employees of the Company .

Category VII

Overdrafts from Banks .

Category VIII

Revenue , taxes , cesses , rates or any other dues to the Central Government, a State Government, a Local Authority or a State Electricity Board

Category IX

(1) Any credit availed of by the Company for the purpose of carrying on any trading or manufacturing operations .

( it) Any other dues .

K. K. SUNDARAM , Secy . to the Govt of India .

PRINTED BY THE MANAGER , GOVT OF INDIA PRESS, RING ROAD , NEW DELHI - 110064 AND PUBLISHED BY THE CONTROLLER OF PUBLICATIONS , DELHI - 110054, 1977