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REGISTERED No. D- ( D) -72 रजिस्ट्री सं ० डी-(डी) -72

भारत का राजपत्र

The Gazette of India

असाधारण

EXTRAORDINARY

भाग II-खण्ड 1

PART II-Section 1

प्राधिकार से प्रकाशित

PUBLISHED BY AUTHORITY

सं० 50]

नई दिल्ला , सोमवार , अक्तूबर 13 , 1980/ श्रसविन 21 , 1902

No. 50]

NEW DELHI , MONDAY , OCTOBER 13 , 1980/ ASVINA az , 1902

इस भाग में भिम्म पृष्ठ संख्या की जाती हैं 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 13th October , 1980 Asvina 21 , 1902 ( Saka)

THE MARUTI LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ORDINANCE , 1980

NO . 13 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 Maruti Limited with a view to securing the utilization of the available infrastructure , to modernise the automobile industry , to effect a more economical utilisation of scarce fuel and to ensure higher production of motor vehicles which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto .

WHEREAS Maruti Limited had been engaged in the manufacture and pro- duction of articles mentioned in the First Schedule to the Industries 65 of 1951. (Development and Regulation ) Act, 1951 , namely, automobiles ;

(481 ) PART 11-

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AND WHEREAS an order has been made for the winding up of the Company and proceedings for its liquidation are pending in the High Court of Punjab and Haryana;

AND WHEREAS the undertakings of the Company have not been function- ing;

AND WHEREAS it is necessary to utilise the production facilities and equipment of the undertakings of the Company so as to increase the pro- duction of motor vehicles and generate employment in the interest of the general public;

AND WHEREAS Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take imme- diate 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

1. (1 ) This Ordinance may be called the Maruti Limited (Acquisition and Transfer of Undertakings ) Ordinance , 1980 .

(2) It shall come into force at once .

Short title and com- mence- ment,

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

Defini- tions.

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

(b ) " Company" means Maruti Limited , being a company within the meaning of the Companies Act , 1956 , and having its registered 1 of 1956 . office at Palam , Gurgaon Road , Gurgaon (Haryana ) ;

(d) " notification" means a notification published in the Official Gazette;

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

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

(g) , words and expressions used herein and not defined but defined in the Companies Act, 1956 shall have the meanings , respectively, 1 of 1956 . assigned to them in that Act, THE GAZETTE OF INDIA EXTRAORDINARY

SEC. 1)

483

CHAPTER II

ACQUISITION AND TRANSFER 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 , to, and shall , by virtue of this Ordinance , stand transferred to , and vest in, the Central Government .

Transfer vesting in, the Central Govern- ment ofthe under- takings of the Company.

General effect of vesting .

4. (1 ) The undertakings of the Company shall be deemedto 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 aíl 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 incumbrances affecting them , and any attachment , injunction , decree or order of any court restricting the use of such properties in any manner shall be deemed to have been withdrawn .

(3) Every mortgagee of any property which has 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 mort- gagee of any property referred to in sub-section ( 2 ) 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 amount specified in section 7, 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 rela- tion to any undertaking which has vested in the Central Government under section 3, at any time before the appointed day and in force imme- diately before that day, shall continue to be in force on and after such day in accordance with its tenor in relation to, and for the purposes of, such undertaking and on and from the day of vesting of such undertaking under section 6 in a Government company , that company shall be deem- ed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to that Government company and THE GAZETTE OF INDIA EXTRAORDINARY [PART II-

484

that Government company shall hold it for the remainder of the period for which that 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 Cen- tral 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 under- takings of the Company or of anything contained in this Ordinance , but the suit, appeal or other proceeding may be continued , prosecuted or en- forced by or against the Central Government , or where the undertakings of the Company are directed under section 6, to vest in a Government company , by or against that Government company.

5. (1 ) Every liability 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, where the undertakings of the Company are directed under section 6, to vest in a Government company , against that Government company.

Central Govern- ment or Govern. ment com- pany not to be liable for prior liabilities .

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

(a) save as otherwise expressly provided in this section or in any other provision of this Ordinance , no liability of the Company in respect of any period prior to the appointed day, shall be enforceable against the Central Government , or where the undertakings of the Company are directed under section 6 to vest in a Government com- pany, 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 enforceable against the Central Government , or , where the undertakings of the Company are direct- ed under section 6 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 a provision of any law for the time being in force , shall be enforceable against the Central Government , or , where the undertakings of the Company are directed under sec- tion 6, to vest in a Government company , against that Government company.

6. ( 1) Notwithstanding anything contained in sections 3 and 4, the Central Government may, subject to such terms and conditions as it 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, shall , instead of continuing to vest in the Central Government , vest in the Government company either on the date of the notification or on such earlier or later date ( not being a date earlier than the appointed day) as may be specified in the notification.

Powerof Central Govern- ment to direct vesting of the under- takings of the Com- pany in a Govern- ment company .

(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 GAZETTE OF INDIA EXTRAORDINARY

485 SEC. 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 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 of the Government company .

CHAPTER III

PAYMENT OF AMOUNTS

7. 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 and interest of the Company in relation to its undertakings , there shall amount. be paid by the Central Government to the Company , in cash , and in the manner specified in Chapter VI , an amount of rupees four hundred and thirty - four lakhs .

8. (1 ) The amount specified in section 7 shall carry simple interest Payment at the rate of four per cent , per annum for the period commencing on of further the appointed day and ending on the date on which payment of such amount . amount is made by the Central Government to the Commissioner .

(2) The amount determined in accordance with the provisions of sub - section ( 1 ) shall be paid by the Central Government to the Company in addition to the amount specified in section 7.

(3) For the removal of doubts , it is hereby declared that the liabili- ties of the Company , in relation to its undertakings which have vested in the Central Government under section 3 , shall be discharged from the amount referred to in section 7 , and also from the amount determined under sub - section (1 ) in accordance with the rights and interests of the creditors of the Company.

CHAPTER IV

MANAGEMENT, ETC. , OF THE UNDERTAKINGS OF THE COMPANY

9. (1 ) The general superintendence , direction , control and manage- ment of the affairs and business of the undertakings of the Company , the right , title and interest in relation to which have vested in of the the Central Government under section 3 , shall ,-

Manage- ment , etc. , under- takings of the Com- pany.

(a) where a direction has been made by the Central Govern- ment under sub -section (1 ) of section 6, vest in the Government company specified in such direction , or

(b) where no such direction has been made by the Central Government , vest in one or more Custodians appointed by the Central Government under sub - section ( 2 ) ,

and thereupon the Government company so specified 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 was authorised to exercise and do in relation to its undertakings .

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[PART 11-

(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- section ( 1) of section 6 .

10. (1 ) Notwithstanding any judgment , decree or order of any court , tribunal or other authority or anything contained in any law for the time being in force, the Official Liquidator of the Company or any other person , in whose possession or custody or under whose control the undertakings of the Company or any part thereof may be , shall forthwith deliver pos- session of the undertakings of the Company or any part thereof to the Central Government, or where the undertakings of the Company are vested under section 6 in a Government company , to that company.

Dutyto deliver possession of the undertak ings of the Company and documents relating thereto,

(2) On the vesting of the management of the undertakings of the Company in a Government company or on the appointment of the Custo- dian or Custodians , the Official Liquidator of the Company or any other person who has , on the appointed day , in his possession or custody or under his control any books, documents or other papers relating to the undertakings of the Company immediately before such vesting or appoint- ment, shall be bound to deliver the said books , documents or other papers to the Government company or the Custodian or Custodians or to such person as the Central Government or the Government company , as the case may be, may specify in this behalf .

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

(4) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the Government com- pany or the Custodian or Custodians and such Government company , Custodian or Custodians may also , if itis 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 undertakings of the Company shall be conducted or in relation to any other matter arising in the course of such management .

(5) The Custodian or Custodians shall receive from the funds of the undertakings of the Company such remuneration as the Central Govern- ment may fix and shall hold office during the pleasure of the Central Government .

Duty to furnish particulars

11. (1 ) The Company shall , within such period as the Central Gov- ernment may allow in this behalf , furnish to that Government or to the Government company a complete inventory of all the properties and assets of the Company as on the appointed day pertaining to the under- takings which have vested in the Central Government or the Government company, as the case may be .

(2) So much of the obligation of the Company under sub - section (1) as relates to the properties and assets of the Company in the posses- sion, custody or control of the Official Liquidator of the Company shall be discharged by him .

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audit. Accounts and

1 of 1956 .

12. 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 subject to such conditions as may be prescribed and the 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 .

CHAPTER V

PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY

13. ( 1 ) Every person who has been, immediately before the appointed day, employed in any of the undertakings of the Company shall become,

(a) on and from the appointed day , an employee of the Central Government ; and

Employ- ment of certain employees to conti- nue .

(b) where the undertakings of the Company are directed under sub -section ( 1 ) of section 6, to vest in a Government company, an employee of such Government company on and from the date of such vesting,

and shall hold office or service under the Central Government or the Government company , as the case may be, 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 Central Government 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 Central Government or 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 undertak- ing of the Company to the Central Government or the Government com- pany shall not entitle such officer or other employee to any compensa- tion 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 services become transferred to the Central Govern- ment or the Government company by reason of the provisions 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 enforce his claim against the Company, but not against the Central Government or the Govern- ment company .

funds , Provident fund and other 14. ( 1) Where the Company has established a provident fund , super- annuation fund , welfare fund or any other fund for the benefit of the persons employed in any of the undertakings of the Company , the monies relatable to the officers or other employees , whose services have become transferred , by or under this Ordinance , to the Central Government or the Government company , shall , out of the monfes standing , on the appointed day , to the credit of such provident fund, superannuation fund, welfare fund or other fund , stand transferred to , and vest in , the Central Government or the Government company, as the case may be, THE GAZETTE OF INDIA EXTRAORDINARY [PART II- 488

(2) The monies which stand transferred under sub - section (1 ) to the Central Government or the Government company , as the case may be , shall be dealt with by that Government or that Government company in such manner as may be prescribed .

CHAPTER VI

COMMISSIONER OF PAYMENTS

15. ( 1 ) The Central Government shall , for the purpose of disbursing the amounts payable to the Company under section 7 and section 8 , by notification , appoint a Commissioner of Payments .

Appoint- ment of Commis- sioner 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 on that person directly by this Ordinance and not by way of authorisa- tion.

(4) The salaries and allowances of the Commissioner and other per- sons appointed under this section shall be defrayed out of the Consolidat- ed Fund of India .

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

(a) an amount equal to the amount specified in section 7 , and

(b) an amount equal to the amount payable to the Company under section 8 .

Payment by the Central Govern- ment to the Commis- sioner .

(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 ac- count 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) 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.

17. (1 ) The Central Government 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 rela- tion to its undertakings which have vested in the Central Government or the Government company , and realised after the appointed day , not- withstanding that the realisation pertains to a period prior to the appoint- ed day.

Certain powers of the Central Govern- ment or Govern- ment company.

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SEC. 1]

489

(2) The Central Government or the Government company, as the case may be, may make a claim to the Commissioner with regard to every payment made by it after the appointed day for discharging any liability of the Company 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 în relation to which such liability has been discharged by the Central Government 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 liabilities of the Company .

18. Every person having a claim against the Company shall prefer such claim before the Commissioner within thirty days from the speci- fied date:

Claims to be made to the Commis sioner .

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 .

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

20. (1 ) On receipt of the claims made under section 18 , the Commis sioner 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 re- quired to examine the claims in respect of such lower category .

21. (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 .

Admission or rejection of 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 [PART II-

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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 elaim 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 his 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, by order in writing, admit or reject the claim in whole or in part .

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 may hold his sittings and shall , for the purpose 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;

(d) the issuing of any commission for the examination of wit- nesses .

45 of 1860.

2 of 1974 .

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceedings 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 .

(7) A claimant , who is dissatisfied with the decision of the Commis- sioner, may prefer an appeal against the decision to the principal civil court of original jurisdiction 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 ap- pointed to be the Commissioner , the appeal shall lie to the High Court of Punjab and Haryana and such appeal shall be heard and disposed of by not less than two Judges of that High Court .

22. After admitting a claim under this Ordinance , the amount due in respect of such claim shall be paid by the Commissioner to the person or persons to whom such amount is due, and , on such payment, the liability of the Company in respect of any claim relating to the undertakings of the Company shall stand discharged.

Disburse- ment of money by the Commis. sioner to claimants .

23. (1 ) If, out of the montes paid to him in relation to the undertakings of the Company, there is a balance left after meeting the liabilities as specified in the Schedule, the Commissioner shall disburse such balance to the Company .

Disburse- ment of amounts to the Company.

SEC . 1 ]

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(2) Where the possession of any machinery , equipment or other pro- perty, has vested in the Central Government or a 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 Govern- ment 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 ap- pointed day.

Undisbur- sed or unclaimed amount deposited general revenue account . to the 24. Any money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the office of the Commissioner is finally wound up , shall be transferred by the Commissioner , before his office is finally wound up , to the general to be revenue account of the Central Government; but a claim to any money so transferred may be preferred to the Central Government by the per- son entitled to such payment and shall be dealt with as if such transfer had not been made , and the order , if any , for payment of the claim , being treated as an order for the refund of revenue ,

CHAPTER VII

MISCELLANEOUS

Ordinance overriding 25. The provisions of this Ordinance shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time to have 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 , tribu- nal or other authority .

to cease Contracts to have ratified by Central Govern- ment or Govern- company.

26. Every contract entered into by the Company in relation to its undertakings , which has vested in the Central Government under sec- tion 3, for any service , sale or supply and in force immediately before effect the appointed day, shall , on and from the expiry of one hundred and unless eighty days from the appointed day, cease to have effect unless such contract is , before the expiry of that period , ratifled, in writing, by the Central Government or Government company , in which such undertak- ings have been vested under this Ordinance , and in ratifying such con- tract , the Central Government or such Government company may make ment such alteration or 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-

(a) unless it is satisfled 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 to the parties to the contract a reason- able opportunity of being heard and except after recording in writ- ing its reasons for refusal to ratify the contract or for making any alteration or modification therein .

Protection of action good faith, taken in 27. (1 ) No suit , prosecution or other legal proceeding shall lie against the Central Government or any officer of that Government or the Gov- ernment company or the Custodian or any officer or other person autho- THE GAZETTE OF INDIA EXTRAORDINARY [PART II-

492

rised by the Central Government 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 lie against the Central Government or any of its officers or other employees or the Government company or the Custodian or any officer or other person authorised by the Central Government or the Government company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Ordinance .

Delegation of powers .

28. (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 this section, section 31 and section 32 , 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 .

29. Any person who ,-

Penalties,

(a) having in his possession , custody or control any property forming part of any undertakings of the Company , wrongfully with- holds such property from the Central Government or the Govern- ment company ; or

(b) wrongfully obtains possession of , or retains , any property forming part of, the undertakings of the Company ; or

(c) wilfully withholds or fails to furnish to the Central Gov- ernment or the Government company or to 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 of the Company , which may be in his possession , custody or control ; or

(d) fails to deliver to the Central Government or the Govern- ment company or to 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 of the Company; or

(e) wrongfully removes or destroys any property froming part of the undertakings of the Company ; or

(f) 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 extend to ten thousand rupees or with both.

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493

Offences by companies .

30. ( 1) Where an offence under this Ordinance has been committed by a company , every person who, at the time the offence was committed, was in charge of, and was responsibleto, the company, for the conduct of the business of the company , as well as the company, shall , be deemed to be suilty 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 con- nivance of, or is attributable to any neglect on the part of, any director , manager , secretary or other officer of the company , such director , mana- ger, 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 firm .

Power to

make rules .

31. (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 form and the manner in which , and the conditions sub- ject to which , the Custodian or Custodians shall maintain accounts under section 12 ;

(d) any other matter which is required to be, or may be, pres- cribed.

(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 [PART II-

THE GAZETTE OF INDIA EXTRAORDINARY

494

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 modifi- cation or annulment shall be without prejudice to the validity of anything previously done under that rule .

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

Power to remove diffi- culties,

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 19, 20, 21 and 23)

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY

Category I-

(a) Employees' dues on account of unpaid salaries, wages , provident fund, Employees' State Insurance contribution or premium relating to the Life Insurance Corporation of India or any other amounts due to the em- ployees;

(b) Revenues , taxes , cesses , rates or other dues to the Central Gov- ernment, State Government and local authorities or the State Electricity Board .

Category II-

Amounts due to the Government of Haryana towards the cost of land.

Category III-

Secured loans with interest .

Category IV-

(a) Deposits received from the public or from the members of the Company;

(b) Deposits towards dealership ;

Sxc. ij THE GAZETTE OF INDIA EXTRAORDINARY 495 (d) Share application monies where shares were not allotted.

Category V-

Any other dues.

N. SANJIVA REDDY , President .

A. K. SRINIVASAMURTHY, Joint 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 RUBLICATIONS , DELHI, 1980