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REGISTERED No. D-(D)-73

The Gazette of India

EXTRAORDINARY

PART II—Section 1

PUBLISHED BY AUTHORITY

No.27] NEW DELHI, SUNDAY, APRIL 27, 1980/VAISAKHA 7, 1902

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 27th April, 1980|Vaisakha 7, 1902, (saka)

THE NATIONAL COMPANY LIMITED (ACQUISITION .AND TRANSFER OF UNDERTAKINGS) ORDINANCE, 1980

No. ,4 OF 1980

Promulgated by the President in the Thirty-first Year of the Republic of India.

An Ordinance to provide for the acquisition and transfer of the undertakings of Messrs. National Company Limited with a view to securing the proper management of such undertakings so as to subserve the interests of the general public by ensuring the continued manufacture, production and distribution of articles made of jute, which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto.

WHEREAS Messrs. National company limited had been engaged in the manufacture and production of articles mentioned in the First 65 of 1951-Sehedule to the Industries (Development and Regulation) Act, 1951, namely, textiles made wholly or in part of jute.;

AND WHEREAS the management of the undertaking of Messrs. National Company Limited, was taken over by the Central government under section 18AA of the Industries (Development and Regulation) Act, 1951;

( 207)

AND WHEREAS it is necessary to acquire the undertakings of Messrs.

National Company Limited to ensure that the interests of the general public are served by the continuance, by the undertakings of the Com- pany, of the manufacture, production and distribution of the aforesaid articles, which are essential to the needs of the economy of the country;

AND WHEREAS Parliament is not in session and the President is satis- fied that circumstances exist which render it necessary for him to take immediate action;

Now, THEREFORE, 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 1. (1) This Ordinance may be called the National Company Limited title com- (Acquisition and Transfer of Undertakings) Ordinance, 1980.

mence- (2) It shall come into force at once, ment. Defini- 2. In this Ordinance, unless the context otherwise requires,— tions.

(a) "appointed day" means the date of commencement of this

Ordinance;

(b) "Commissioner" means the Commissioner of Payments

appointed under section 15;

(c) "Company" means Messrs. National Company Limited, a

company within the meaning of the Companies Act, 1956, and having 1 of 1956. its registered office at l8A-Brabourne Road, Calcutta-700001, in the State of West Bengal;

(d) ''existing Government company" means a Government com-

pany which is carrying on business on the appointed day;

(e) "new Government company" means a Government company

formed and registered on or after the appointed day;

(f) "notification" means a notification published in the Official

Gazette;

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

Ordinance;

(h) "specified date", in relation to any provision of this Ordi- nance, means such date as the Central Government may, by notifi- cation, specify for the purposes of that provision and different dates may be specified for different provisions of this Ordinance;

(i) words and expressions used herein and not defined but

defined in the Companies Act, 1956, have the meaning, respectively 1 of 1956. assigned to them in that Act

CHAPTER II

ACQUISITION AND TRANSFER OF UNDERTAKINGS OF THE COMPANY

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

Central Govern- ment of under- takings of the Company.

4. (1) The undertakings of the Company shall be deemed to include General all assets, rights, leaseholds, powers, authorities and privileges, and all effect of property, movable and immovable, including lands, buildings, workshops, vesting 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 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 incumbrances affecting them, and any attachment, injunction, decree or order of any court or other authority restricting the use of such pro- perties 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 mortgagee of any property which has been vested under this Ordinance in the Central Government and every person holding any charge, lien or other interest in, or in relation to, any such property shall give, within such time 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 interest in, or in relation to, any such property shall be entitled to claim, 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 amounts deter- mined under section 9, but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the Central Government.

(5) Any licence or other instrument granted to the Company in relation to any undertaking which has vested in the Central Government under section 3 at any time before the appointed day and in force immediately before the appointed day shall continue to be in force on and after such flay in accordance with its tenor in relation to. and for the purposes of such undertaking, and on and from the date of vesting of such undertaking, under section 5, in an existing Government company, Or under section 6, in a new Government company, the existing

or new Government company, as the case may be, shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to such existing or new Government com- pany and such existing or new Government company shall hold it for the remainder of the period for which the Company would have held it under the terms thereof.

(6) 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, in any way, prejudicially affected by reason of the transfer of the undertakings of the Company, or of anything contained in this Ordi- nance, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the Central Government or where the undertakings of the Company are directed under section 5 to vest in an existing Government company or become transferred by virtue of the provisions of section 6 to a new Government company, by or against such Government company.

Power of 5- (1) Notwithstanding anything contained in sections 3 and 4, and Central subject to the provisions of section 6, the Central Government may, if it Govern- is satisfied that an existing Government company is willing to comply, or ment to has- complied, with such terms and conditions as that Government may vesting think fit to impose, direct, by notification, that the undertakings of the of the Company, and the right, title and interest of the Company in relation to under- its undertakings which have vested in the Central Government under takings section 3, shall, instead of continuing to vest in the Central Government, of the vest in that existing, Government company either on the date of publica- Company tion of the notification or on such earlier or later date (not being a date existing earlier than the appointed day) as may be specified in the notification.

Govern (2) Where the right, title and interest of the Company in relation to company. its undertakings vest, under sub-section ( i ), in an existing Government company, that Government company shall, on and from the date-of such- vesting be deemed to have become, and until the transfer, of the under- takings by virtue of the provisions of section 6, to a new Government company, be deemed to be, the owner in relation to such undertakings and 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, and until the date of such transfer, be deemed to be, the rights and liabilities, respectively, of that existing Government company.

Transfer 6 (l) Notwithstanding anything contained in sections 3 and 4, where of under- the undertakings of the Company, have been directed, under sub-section of the (1) of section 5, to vest in an existing Government company, the Central Company Government may, if it is satisfied that a new Government company is from an willing to comply, or has complied, with such terms and conditions, as existing that Government may think fit to impose, declare, by notification that Govern- the undertakings of the Company be transferred to. that new Govern- company ment company; and on the issue of such declaration, the right, title and to a new interest of the Company In relation to its undertakings, which had been, Govern- directed under sub-section (1) of section 5 to vest, in an existing Govern- ment ment company, shall, instead of continuing to vest in that existing company.

Government company, vest in that new Government company with effect from the dat;e on which such declaration is made.

(2) Where the right, title and interest of the existing Government company in relation to the undertakings of the Company vest under sub- section (/) in a new Government company, that new Government company shall, on and from the date of such vesting, be deemed to have become the own^r in relation to such undertakings and the rights and liabilities of the existing Government company 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 that new Govern- ment company.

7. (1) Every liability of the Company in respect of any period prior Company to the appointed day, shall be the liability of £he Company and shall to be be enforceable against it, and not against the Central Government, or *iabIe where the undertakings of the Company vest in an existing or a new c e r t a in Government company, against such Government company. prior

(2) For the removal of doubts, it is hereby declared that— t i es

(a) save as otherwise expressly provided in this Ordinance, no liability of the Company in relation to its undertakings, in respect of any period prior to ^he appointed day, shall be enforceable against the Central Government, or where the undertakings of the Company vest in an existing or a new Government company, against such 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 enforceable against the Central Government or where, the undertakings of the Company vest in an existing or a new Government company, against such Gpvernment 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 where the undertakings of the Company vest in, an existing or a new Government company, against such Government company.

CHAPTEH in

PAYMENT OF AMOUNT

8. (1) For the transfer to, and vesting in, the Central Government, Payment under section 3, of the undertakings of the Company, and the right, title of amount, and interest of the Company in relation to such 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 rupeec ten crepes ^3 four lakhs,

(2) For the removal of doubts, It is hereby declared that the 212 THE GAZETTE OF INUIA EXTRAORDINARY [PART II -

Payment 9 ^) For the deprivation of the Company of the management of the

amountCr undertakings owned by It, there shall be given, by the Central Govern- ment, to the Company, In addition to the amount specified in section 8, an amount computed at the rate of ten thousand rupees per annum for the period commencing from the date on which the management of the undertakings of the Company was taken over in pursuance of the Order made by the Central Government under section 18AA of the Industries (Development and Regulation) Act, 1951, and ending on the appointed 05 Of 1951. day.

(2) The amount specified in sect'en 8 and the amount computed in accordance with the provisions of sub-section (1) shall carry simple interest at the rate of four per cent, per annum for the period commenc- ing on the appointed day and ending on the date on which the payment of the amount is made by rht. Central Government to the Commissioner.

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

CHAPTER IV

MANAtiEMENT, ETC., OF THE UNDEFTAKINGS OF THE COMPANY

Manage- IQ (j) The general superintendence, direction, control and manage- ment, ment of the affairs and business of the undertakings owned by the th ' ° Company, the right, title and interest in relation to which have vested undertak- in the Central Government under section 3, shall—

t he (a) where a direction has been made by the Central Government Company. under subjection (1) of section 5, vest, on and from the date specified in such direction, in the existing Government company specified therein; or

(fa) where a declaration has been made under sub-section (1) of section 6, vest, on and from the date of such declaration, in the new Government company specified therein; or

(c) where no direction referred to in clause (a) or declaration referred to in clause (b) has been made, vest, on and from the appointed day, in one or more Custodians appointed by the Central Government under subjection (2),

and thereupon the existing or new Government company or the Custodian or Custodians so appointed, as the case may be, shall be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the Company is authorised to exercise and do In rela- tion to the undertakings owned by it.

(2) The Central Government may appoint one or more individuals or a Government Company as the Custodian or Custodians of the under- takings of the Company In relation to which no direction has been made by it under sub-Bectlon (1) of section 5 or ho declaration has been made under subjection SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 213

(3) The Custodian or Custodians of the undertakings of the Company shall maintain an account of the undertakings of the Company in such form and manner and under such conditions as may be prescribed, and 1 of 1956. t ne provisions of the Companies Act, 1956, shall apply to the audit of the accounts so maintained as they apply to the audit of the accounts of a company.

11. (1) On the vesting of the management of the undertakings of the D uty of Company in an existing, or a new, Government company or on the persons appointment of a Custodian or Custodian?., all persons in charge of the in charge management of the undertakings of the Company immediately before of ™aiiage- such vesting or appointment shall be bound to delives to such Govern- theunder- ment company, or Custodian or Custodians, as the case may be, all takings assets, books of account, registers and other documents in their custody to deliver relating to the undertakings of the Company.

a¹¹ nssets> etc. (2¹) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the existing, or new, Government company or the Custodian or Custodians, and such Govern- ment company, Custodian or Custodians may also, if it is considered necessary so to do, apply to the Central Government at any time for instructions as to the manner in which the management of the under- takings of the Company shall be conducted or in relation to any other matter arising in the course of such management.

12. (1) Any person who has, on the appointed day, in his possession D ut Qi or under his control, any assets, books, documents or other papers persons relating to any undertaking owned by the Company, which has vested to account in the Central Government or In an existing, or a new, Government f or a s s e ts company under this Ordinance, and which belongs to the Company, or ^ i r^ would have so belonged, if the undertakings owned by the Company had pos,^. not vested in the Central Government or such Government company, slon. shall be liable to account for the said assets, books, documents and other papers to the Central Government or the Government company and shall deliver them up to the Central Government or such Government company or to such person or body of persons as the Central Govern- ment or the Government company may specify in this behalf.

(2) The Central Government may take or cause to be taken all necessary steps for securing possession of the undertakings of the Com- pany which have vested in it under section 3.

(3) The Company shall within such period as the Central Govern- ment may allow in this behalf, furnish to that Government a complete inventory of all its property and assets, as on the appointed day, per- taining to the undertakings which have vested in the Central Govern- ment under section 3, and, for this purpose, the Central Government or the existing, or new, Government company shall afford to the Company al] reasonable facilities.

CHAPTER V

PROVISION RELATING HO EMPLOYEES OF T H! COMPANY

13. (2) Every employee of the Company in connection with any Continu- undertaking owned by it, shall become, on and from the appointed day, "mce of an employee of the Central Government, and where such undertaking "optoyaw-

is'Ves'tea¹ ih ail existing or a'riew Government cSmpany under this Ordinance, "become, OH and from the date of such vesting in such Govern- ment company, ' an employee thereof and shall Hold office or service under the 'Central Government or the existing or new Government com- pany, as the case May be, with the same rights arid 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 Central Government or the existing or new Government company, as the cese may be, Is duly terminated or until his remuneration and other conditions of service are duly altered by the- Central Government or the existing CT new Government com- pany, asrthe ,.ca.s,e inay be.

COMMISSIONER OF PAYMENTS

(4) The salaries and allowances of the Commissioner and other •persons appointed under this section shall be defrayed out of the Consoli- dated Fund of India.

16. (1) The Central Government shall, within thirty days from the payment specified date, pay, in cash, to the Commissioner, for payment to the by the Company,—

Central Govern- (a) an amount equal to that specified in section 8; ment to

(6) further amount equal to the amount payable to the Com- th.e ?om~ pany 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 deposit- ed by him to th.e credit of the said deposit account and the said deposit account shall be operated by the Commissioner.

(3) Records shall be maintained by the Commissioner in respect of the undertakings of the Company in relation to which payment has been made to him under this Ordinance.

(4) Interest accruing on the amounts standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the Company.

17. (1) The Central Government or the existing, or new, Government c . company, as the case may be, shall be entitled to receive, up to the speci- p o w 4 tB ol fled date, to the exclusion of all other persons, any money due to the theCent- Cdmpany in relation to any of the undertakinga owned by it, which have ral Gov- vested In the Central Government or such Government company, and eminent realised after the appointed day, notwithstanding that the realisation ^ J ^v e r n~ pertains to a period prior to the appointed day. company.

(2) The Central Government or the existing, or new* Government company, as the case may be, may make a claim to the Commissioner with regard to every payment made by that Government or Government company, after the appointed day, for discharging any liability of the Company in respect of any of the undertakings owned by it, in relation 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 dis- charged by the Central Government or the Government company.

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

18. Every person having a claim against the Company with regard claims to any of the matters specified in the Schedule, pertaining to any under- to be taking owned by It, shall prefer such claim before t he Commissioner made to within thirty days from the specified date: miLionTr"

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 farther period of thirty days, but not thereafter.

Priority 19- The claims made under section 18 shall have priorities in accord- of claims, ance with the following principles, namely; —

(a) Category I shall have precedence over all other categories

and Category II shall 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; and

(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.

Examina- 20- 0) On receipt of the claims made under section 18, the Com- tion of missioner shall arrange the claims in the order of priorities specified in claims. the Schedule and examine the same in accordance with such order.

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

Admission ^ ^ After examining the claims with reference to the priorities or rejec- set out in the Schedule, the Commissioner shall fix a date on or before tion of which such claimant shall file the proof of his claim. claims.

(2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such 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 period specified in the advertisement

(3) Every claimant who fails to file the proof of his claim within the period 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 oppor- tunity of being heard, by order in writing, admit or reject the claim in whole or in part.

(^) 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 may hold his sitting and shall, for, the purpose of making any 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 K , 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.

(6) Any investigat'on before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of 45 of 1860. 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 2 of 1974. Code of Criminal Procedure, 1973.

(7) A claimant who is dissatisfied with the decision of the Commissio- ner may prefer an appeal against such decision to the High Court 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 be heard and dis- posed o/' bv not loss than two Judges of that High Court.

22. After admitting a claim under this Ordinance, the amount due Disburse- in respect of such claim shall be paid by the Commissioner to the m e nt of person or persons to whom such amount is due and on such payment, the t]°nep y liability of the Company in respect of any claim relating to the under- miS sio n er takings owned by it shall stand discharged.

23. (I) If out of the monies paid to him in relation to any undertaking Disburse- owned by the Company there is a balance left after meeting the liabilities ment ot as specified in the Schedule, the Commissioner shall disburse such balance a"¹⁰"¹¹*³ ^ .t /-. to the Company.

to the Company.

(2) Where the possession of any machinery, equipment or other pro- perty has vested in the Central Government or any existing, or new, Government company under this Ordinance but such machinery, equip- ment or other property does not belong to the Company, it shall be law- ful lor the Central Government or, as the case may be, the existing, or new, 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.

24. Any money paid to the Commissioner which remains undisbursed Undls- or unclaimed on the date immediately preceding the date on which the bursca or office of the Commissioner is finally wound ur>, shall be transferred by unclaimeHi the Commiss'on°r, before his office is finally wound up, to the Central . , , Revenue Account of the Central Government; but a claim to any money t ed wi^jj so transferred may be preferred to the Central Government by the person the gene- entitled to such payment and shall be dealt with as if such transfer had ral re- not been made, and the order, if any, for payment of the claim being vei"ue treated as an order for the refund of revenue.

CHAPTER VII

MISCELLANEOUS

Ordinance 25. The provisions of- this Ordinance shall have effect notwithstanding to have anything inconsistent therewith contained in any other law for the time riding being in force or in any instrument having effect by virtue of any law, effect. other than this Ordinance, or in any decree or order of any court, tribunal

or other authority,

tton^o?" ^ ^ W h e re ^y lability of the Company arising out of any item liability. specified In Part I of the Schedule is not discharged fully by the Commis- sioner out of the amount paid to him under this Ordinance, the Commis- sioner shall intimate in writing to the Central Government the extent of the liability which remains undischarged and that liability shall be assumed by the Central Government.

(2) The Central Government may, by order, direct the existing, or new, Government company In which the undertakings of the Company become vested by virtue of any direction made under sub-section (2) of section 5 or declaration made under sub-section (1) of section 6, to take over the liability assumed by the Central Government under sub-section (2), and on receipt of such direction, it shall be the duty of such existing, or new, Government company to discharge such liability.

Manage- 27. Notwithstanding the vesting under this Ordinance of the under- ment to takings of the Company in the Central Government or an existing, or continue n ew Government company,— to vest in the (*) the Custodian who hag been managing the affairs of such Custodian undertaking before the date on which the undertaking had so vested u n t il shall, until alternative arrangements have been made by the Central al erna- Government or, as the case may be, such Government company, for range- " ^e Management of such undertakings, continue to manage the affairs menta of the undertakings, as if the Custodian had been authorised by the have been Central Government, or, as the case may be, such Government com- m a d e' pany, to manage such undertakings;

(b) the Custodian or any person authorised by him for this purpose shall, until alternative arrangements have been made by the Central Government or, as the case may be, such Government com- pany, continue to be authorised to operate, in relation to the under- takings of the Company, any account of such undertakings in any bank as if the Custodian or the person authorised "by him had been authorised by the Central Government or such Government com- -pany to operate such account.

Contracts ^ Every contract entered into by the Company in relation to any of to have ^e undertakings owned by it, which has vested In the Central Govern- effect ment under section 3, for any service, sale or supply and in force imme- unless diately before the appointed day, shall, on and from the expiry of a ratified p e ri od of one hundred and eighty days from the appointed day, cease to Central *"""* e f f e ct u n l e ss s u ch o o n t r a ct is> before the expiry of that period, ratl- Govwm- fled, in writing, by the Central Government or the existing, or new, mentor Government company in which such undertakings have been vested theOov- under this Ordinance, and in ratifying such contract, the Central Gov- ernment e r n H i e nt or s u ch Government company may make such alteration or c°™" modification therein as it may think fit: .

Provided that the Central Government or such Government company shall not omit to ratify a contract and shall not make any alteration or modification in a contract—

(ct) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of, the Central Government or such Government company, and

(b) except after giving the parties to the contract a reasonable opportunity of being heard and except after recording in writing its reasons for refusal to ratify¹ the contract.or for making any alteration or modification therein.

29. Any person who,—

Penalties.

(a) having in bis possession, custody or control any property forming part of the undertakings owned by the Company, wrong- fully withholds such (property from the Central Government or the Government company; or

(b) wrongfully obtains possession of, or retains, any property

forming part of, the undertakings owned by the Company; or

(c) wilfully withholds or fails to furnish to the Central Gov- ernment or the existing, or new, Government company or any person or body of persons specified by that Government or such Government company, as the case may be, any document relating to the undertakings owned by the Company, which may be in his possession, custody or control; or

(d) fails to deliver to the Central Government or the existing, or new, Government company or any person or body of persons specified by that Government or Government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the undertakings owned by the Com- pany; or

(e) wrongfully removes or destroys any property forming part of the undertakings owned by the Company or prefers any claim under this Ordinance which he knows or has reason to believe to be false or grossly inaccurate,

shall be punishable with imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees.

30. (1) Where an offence punishable under this Ordinance has been offences committed by a company, every person who, at the time the offence by was committed, was in charge of, and was responsible to, the company companies, for the conduct of the business of the company, as well as the company, shall be deemed &%* guflty of the offence and shall be liable to be proceeded against and punished accordingly:

Provided that nothing contained in this sttb-section shall render any such peison Uabk to any punishment, if he proves that the offence was committed without hie knowledge or that he had exercised all due dili- gence to prevent the commission of such offence.

(2) Notwithstanding anything contained in sub-section (I), where any offence under this Ordinance has been committed by a company and it is proved that the offence had 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; and

(b) "director", in relation to a firm, means a partner in the firm.

Protec- 31. (1) No suit, prosecution or other legal proceeding shall lie against tion of the Central Government or any officer of that Government or the exist- action ing, or new, Government company in whicii the undertakings of the taken in Company have vested under this Ordinance or other person authorised faith ky that Government or 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 lie against the Central Government or any of its officers or other employees or the existing, or new, Government company aforesaid or any officer or other person autho- rised by that Company for any damage caused or likely to be caused by aivthing which is in good faith done or intended to be done under this Ordinance.

Delega- ³²< ^ T he C e n t r al Government may, by notification, direct that all tion of or any of the powers exercisable by it under this Ordinance, other than powers. the powers conferred by this section and sections 33 and 34, may also be exercised by such person or persons as may be specified In the notification.

(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.

Power to ³³ (J) The Central Government may, by notification, make rules for make carrying out the provisions of this Ordinance.

rU **' (2) In particular, and without preiudice to the generality of the foregoing power, such rules mav provide for all or any of the following matters, namely:—

(a) the time within which, and the manner In which, an intima-

tion referred to In sub-section (3) of section 4 shaJJ be given;

(b) the form and manner in which, and the conditions under which accounts shall be maintained by the Custodian or Custodian-. as required by sub-section (3) of section 10;

(c) the manner in which the monies In any provident fund or other fund, referred to in sub-section (2) of section 14, shall be dealt with;

(d) any other matter which is required to be, or may be, prescribed.

(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 successive sessions aforesaid, both Houses agree in making any modi- fication 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 pre- viously done under that rule.

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

ties.

Provided that no such order shall be made after the expiry of a period of two years from the appointed day.

THE SCHEDULE

(See sections 18, 19, 20, 21 and 26)

ORDER OF PRIORITIES

Part I

Category I

Employees' dues on account of unpaid salaries, wages, provident fund, Employees' State Insurance contribution or premium relating to Life Insurance Corporation of India in respect of any period whether before or after the management of the undertaking of the Company had been taken over by the Central Government.

Category II

Secured loans obtaned by the Company from nationalised banks and p'ublic financial institutions during a ay period whether before or after the management of the undertaking of the Company had been taken over by the Central Government.

Category III

Amounts due to trade and other creditors in relation to any trans- action which took place during the post-take-over management period.

Part II

Category IV

Revenue, taxes, cesses, rates or other dues to the Central Government, State Government and local authorities or State Electricity Board for the pre-take-over management period.

Category V

Amounts due to trade and other creditbrs in relation to any tran-

saction which took place during the pre-take-over management period.

N. SANJIVA REDDY,

President.

R. V. S. PERI SASTRI,

Secy, to the Govt, of India.

PRINTED BY THE GENERAL MANAGER. GOVERNMENT OF INDIA PRESS, MINTO ROAD NEW DELHI AND PUBLISHED BY THE CONTROLLER OF PUBLICATIONS, DELHI, 1 9 80