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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 1

PUBLISHED BY AUTHORITY

No. 78] NEW DELHI, SATURDAY, DECEMBER 27, 1980/PAUSA 6, 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 December, 1980/Pausa 6, 1902 (Saka)

The following Act of Parliament received the assent of the President on the 26th December, 1980, and is hereby published for general informa- tion:—

THE BIRD AND COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS AND OTHER PROPERTIES) ACT, 1980

No. 67 OP 1980

[27th December, 1980.]

An Act to provide for the acquisition and transfer of the undertaking of the Bird and Company Limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the country and for the acquisition of shares held by the Bird and Company Limited in the specified companies for the purpose of securing to those undertakings the facilities and advantages derived by reason of such shareholding with respect to the operation and functioning of those Undertakings and also to enable the Central Government to exercise such control over the affairs of the specified companies as is neces- sary to ensure that the affairs of those companies are not mis- managed and for matters connected therewith or incidental thereto.

WHEREAS the Bird and Company Limited were engaged in the manu- facture of E.O.T. cranes and other varieties of cranes; polystyrene based cation exchange resin; equipment for fertilizers, oil refineries, steel

(717}

plants, petrochemical and other industries; tanks and vessels of various shapes and sizes; water treatment equipment and other types of equip- ment for the control of water pollution and were also engaged in various other activities;

AND WHEREAS the top management of the Bird and Company Limited had so mismanaged the affairs of that Company as to cause heavy losses to the Company and had also managed the affairs of the Company in a manner prejudicial to the interests of the Company and the public interest;

AND WHEREAS in view of the mismanagement aforesaid, the Central Government had, in pursuance of the provisions of section 408 of the Companies Act, 1956, appointed six directors on the Board of directors l of 1956. of the Bird and Company Limited;

AND WHEREAS investment of a large amount is necessary for the main- tenance and development of the production of the undertakings of the Company;

AND WHEREAS it is necessary in the public interest to acquire the undertakings of the Bird and Company Limited to enable the Central Government to have such investment made and to ensure that the interests of the general public are served by the continuance, by the undertakings of the Company, of the manufacture, production and distribution of goods or articles which are essential to the needs of the economy of the country;

AND WHEREAS the Bird and Company Limited is holding shares in the specified companies which are either engaged in the production, distri- bution or marketing of goods which are vital to the needs of the country or are engaged in providing finance to other companies which are so engaged and it is expedient in the public interest to acquire the said shares to secure for the undertakings of the Company the facilities and advantages derived by reason of such shareholding with respect to the operation and functioning of such undertakings and also to enable the Central Government to exercise, through such shareholdings, such con- trol on the affairs of those companies as may be necessary to prevent their mismanagement;

BE it enacted by Parliament in the Thirty-first Year of the Republic

of India as follows: —

CHAPTER I

PRELIMINARY

S h o rt 1. CO This Act may be called the Bird and Company Limited title and (Acquisition -and Transfer of Undertakings and Other Properties) Act, commence- 1980. ment.

(2) It shall be deemed to have come into force on the 25th day of October, 1980,

2. In this Act, unless the con¹ ?xt otherwise requires,— Define tions.

(a) "appointed day" means the 25th day of October, 1980;

(b) ''Commissioner" means the Commissioner of Payments appointed under section 13;

(c) "Company" means the Bird and Company Limited, being a l of 1956 company as defined in the Companies Act, 1956, and having its re- gistered office at Chartered Bank Buildings, Calcutta-700001, in the State of West Bengal;

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

(

(f) "share" means a share, whether equity or preference, held by the Company in the capital of a specified company and includes any such share pledged by the Company with any bank or any other creditor;

(g) "specified company" means a company specified in Sche- dule I;

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

(i) words and expressions used herein and not defined but de- j oi 1956 fined in the Companies Act, 1956, shall have the meanings, respec- tively, assigned to them in that Act.

CHAPTER II

ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY AND OF SHARES HELD BY THE COMPANY IN THE SPECIFIED COMPANIES

3. On the appointed day, the undertakings of the Company and the T r a n s fe right, title and interest of the Company in relation to its undertakings ^ o n d* shall, by virtue of this Act, stand transferred to, and vest in, the vesting Central Government.

in_ Cen- tral Gov- ernment of the under- takings of the Company.

Transfer 4. (1) On the appointed day, all the shares held by the Company in and the specified Companies shall, by virtue of this Act, stand trans- vesting of f erred to. and vest in, th.e Central Government, shares

by t he (2) The Central Government shall be deemed, on and from the ap- Company pointed day, to have been registered in the Register of Members of the in the concerned specified company as the holder of each share which stands specified transferred to, and vested in, it by virtue of the provisions of sub-sec- c o mPa" tlOn (1) mos.

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

visions of sub-sections (2) and (2) shall not be deemed to affect,—-

(a) any right of a specified company subsisting, immediately before the appointed day, against the Company to recover from it any sum of money on the ground that the Company has not paid or credited to the specified company the whole or any part of the value of the shares held by it, or on any other ground whatsoever; or

(b) any right of a specified company subsisting, immediately before the appointed day* against the Company to receive any pay- ments due from the Company,

5. (2) The undertakings of the Company shall be deemed to include effect of aH assets, rights, leaseholds, powers, authorities and privileges, and all vesting, 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 other documents of whatever nature relating thereto.

(2) All properties as aforesaid which have vested in the Central Gov- ernment, whether under section 3 or section 4, 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 attach- ment, injunction, decree or order of any court or other authority restrict- ing the use of such properties 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 vested under this Act 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 (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, 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 date of vesting of such undertak- ing under section 7j in a Government company, that Government company shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to such Govern- ment company and such Government company shall bold it for the re- mainder 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 Central Government, whether under section 3 or under section 4, insti- tuted or preferred by or against the Company is pending, the same shall hot 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 Act, 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 7, to vest in a Government company, by or against such company.

G. (1) Every liability of the Company in respect of any period prior Central to the appointed day, shall be the liability of the Company and shall Govern- be enforceable against it and not against the Central Government, or, ment where the undertakings of the Company are directed, under section 7, "r ^ to vest in a Government company, against such company. ment

company (2) For the removal of doubts, it is hereby declared that— not to

be liable (a) save as otherwise expressly provided in this Act, no for prior liability of the Company in relation to its undertakings, or in rela- liabilities. tion to any share held by it in a specified company, In respect of any period prior to the appointed day, shall be enforceable against the Central Government, or, where the undertakings of the Com- pany are directed under section 7 to vest in a Government company, against such company;

(b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the Company or in relation to any share held by the Company in a specified 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 Com- pany are directed under section 7 to vest in a Government company, against such 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 are directed under section 7, to vest in a Government company, against such company.

Power ⁷* (1) Notwithstanding anything contained in section 3, the Central of cen- Government may, if it is satisfied that a Government company is willing l r al to comply with such terms and conditions as that Government may Govern- think fit to impose, direct, by notification, that the undertakings of the

to direct Company and the right, title and interest of the Company in relation to vesting ^s undertakings which have vested in the Central Government under of the section 3, shall, instead of continuing to vest in the Central Government, under- vest in the Government company either on the date of the publication takings Q£ tjle notifiCation or on such earlier or later date (not being a date CompLn earlier than the appointed day) as may be specified in the notification.

in a Govern- ment company.

(2) Where the right, title and interest of the Company in relation to its undertakings, vest under sub-section (1), in a Government com- pany that Government company shall, on and from the date of such vesting, bs deemed to have become the owner in relation to such under- takings, 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 becoma the rights and liabilities, respectively, of that Government company.

CHAPTER III

PAYMENT OF AMOUNTS

Payment 8. (1) For the transfer to, and vesting in, the Central Government, of amounts under section 3, of the undertakings of the Company and the right, title to the a n cj interest of the Company in relation to its undertakings there shall and^pe^ ^e Pa^ ^ the Central Government to the Company in cash and in the clfled manner specified in Chapter VI, an aggregate amount of rupees two compa- hundred and eighty-three lakhs. nles.

(2) For the transfer to, and vesting in, the Central Government, under section 4, of the shares held by the Company in the specified companies, there shall be paid by the Central Government to the Com- pany in cash and in the manner specified in Chapter VI, an aggregate amount of rupees twenty-seven lakhs,

(3) The amount specified in sub-section (1) and the amount specified in sub-section (2) shall carry simple interest of four per cent, per annum for the period commencing on the appointed day and ending on the date on which payment of such amount is made by the Central Government to the Commissioner.

(4) For the removal of doubts, it is hereby declared that the liabili- ties of the Company, in relation to its undertakings, shall be met, in accordance with the rights and interests of the creditors of the Company, from the amounts due to the Company under sub-section (1) and sub- section (2).

CHAPTER IV

MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY

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

(a) where a direction has been made by the Central Govern- oI tnJ⁵ ment under sub-section (1) of section 7, vest, on and from the date company. specified in such direction, in the Government company specified therein;

(b) where no such direction has been made by the Central Government, vest, on and from the appointed day, 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 ihe 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 js authorised to exercise and do in re- lation to its undertakings.

(2) The Central Government may appoint an individual or a Govern- ment company as the Custodian of the undertakings of the Company in relation to which no direction has been made by it under sub-section (2) of section 7.

(3) The Custodian shall receive from the funds of the undertakings of the Company such remuneration as the Central Government may fix and shall hold office during the pleasure of the Central Government.

10. (1) On the vesting of the management of the undertakings of the out of Company in a Government company or on the appointment of a Cus- persons in todian, all persons in charge of the management of the undertakings of charge of the Company immediately before such vesting or appointment, shall be m a r aSe" bound to deliver to such Government company or Custodian, as the case of t l ie may, be, all assets, books of account, registers or other documents in under - their custody relating to the undertakings of the Company. takings of the (2) The Central Government may issue such directions as it may Company deem desirable in the circumstances of the case to the Government com- a ll ^g^g pany or the Custodian as to the (powers and duties of such Government etc, company or Custodian and such Government company or Custodian 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 undertakings of the Company shall be conducted or in relation to any other matter arising in the course of such management.

(3) The Custodian shall maintain an account of the undertakings of the Company in such form and manner and under such conditions as may 1 of 19B6. be prescribed and the provisions of the Companies Act, 1956, shall apply to the audit of the account so maintained as they apply to the audit of the accounts of a company.

CHAPTEE V

PROVISION RELATING TO EMPLOYEES OF THE COMPANY

Conti- H, (1) Every employee of the Company, employed in connection with nuance a ny undertaking owned by it, shall, on and from the appointed day, of em- become an employee of the Central Government, and where such under- taking is vested in a Government company under this Act, become, on and from the date of such vesting in such Government company, an employee thereof 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.

(2) Notwithstanding anything contained m the Industrial Disputes Act, 1947, or in any other law for the time being in force, the transfer 14 of 1947. of the services of any officer or other person employed in any under- taking owned by the Company to the Central Government or the Gov- ernment company shall not entitle such officer or other employee to any compensation under this Act or any other law for the time being In force and no such claim shall be entertained by any court, tribunal or other authority.

Provi- 12. (1) Where the Company has established a provident fund, dent superannuation fund, welfare fund or other fund for the benefit of the tur^ person employed in any of the undertakings of the Company, the monies other rclatable to the employee, whose services have become transferred by funda. or under this Act, to the Centra? Government or the Government company, shall, out of the monies standing, on the appointed day, to the credit of such provident, superannuation, welfare or other fund, stand transferred to, and vest in, the Central Government or the Gov- ernment company, as the case may bo.

(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 the Government company in such manner as may be prescribed.

CHAPTER VI

COMMISSIONER OF PAYMENTS

Appoint- 13. (1) The Central Government shall, 'for the purpose of disbursing ment of the amounts payable to the Company under section 8, by notification, Commls- appoint a Commissioner of Payments. sloner o[ P a y" (2) The Central Government may appoint such other persons' as it menta. m a^ ^n^ gt to assist the Commissioner and thereupon the Commission-

er may authorise one or more of such persons also to exercise all or any of the powers exercisable by him under this Act 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 confer- red on that person directly by thi<: Act and not by way of authorisation.

(4) The salaries and allowance;; of the Commissioner and other per- sons appointed under this section shall be defrayed out of the Consoli- dated Fund of India.

14. (1) The Central Government shall, within thirty days from the Pay- specified date, pay, in cash, to the Commissioner, for payment to the ment by Company the amounts specified in section 8. H¹⁸

Govern- (2) A deposit account shall be opened by the Central Government in ment favour of the Commissioner, in the Public Account of India, and every t0 the amount paid under this Act to Th? Commissioner shall be deposited Commia- by him to the credit of the sai:l 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 and the shares h

(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.

15. (1) The Central Government or the Government company, as the certain case may be, shall be entitled to receive, up to the specified date, to the powers of exclusion of all other persons, nny mraev due to the Comrjany. or the t ne Government companv. and realised after the appointed day, notwith- en ra r

.

, Govern- *stanr)ing that the realisation pertains to a period prior to the appointed m e nt or day.

:""] Govern-

ment (2) The Central Government or tho Government company, as the company, case mav be, may mn'ke n cliim t,n thp Commissioner with regard to everv payment made by it after the appointed day for discharging any Unbilitv of the Compare in relation to any period prnr to the appointed day; and every such rlaim shall have priority in accordance with the priorities attaching, under this AM;, to the matter in relation to which puch liability has been discharged by the Central Government or the Government company,

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

IG. Every person having a claim against the Company shall prefer Claim* such claim before the Commissioner within thirty days from the sped- t° ^e /1 1 i j.

'"rrri~T'WT m a de

fied d a t e:

' ' to the Provided that if the Commissioner is satisfied that, the claimant was Commis- 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.

Priority 17. The claims arising out of the matters specified in Schedule II of claims. shall have priorities in accordance 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 ?hall abate in equal proportions and be paid accordingly;

(c) the question of discharging any liability witk 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.

Exami- 18. (I) On receipt of the claims made under section 16, the Commis* nation of sioner shall arrange the claims in the order of priorities specified in claims, Schedule II and examine the same in accordance w*th such order of priorities.

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

Admis- 19. (I) After examining the claims with reference to the priorities fllon or sef out in Schedule II, the Commissioner shall fix a certain date on or ^fclaiins before which every claimant shall file the proof of his claim or be excluded 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 advcrtlsfiment 1n one issue of anv daily newspaper in the English language and in one issue of such daily newspaper in the regional language as thp Commissioner may consider suitable, and every such notice shall cal] upon the claimant to file the proof of his claim with the Commissioner within the time specified in the advertise- ment.

(5) Every claimant who fails to file the proof of his claim within the time specified by the Commissioner shall be excluded from the disbur- sements made by the Commissioner.

(4) The Commissioner shall, after such investigation as may, in his ooinion, be necessary and after eivinp the Company an opportunity of refuting the claim and after giving the claimant a reasonable opport- unity of being heard, by order in writing, admit or reject the claim in whole or in part.

(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 Act, have the same powers as are vested in a civil court under the Code of Civil Procedure,

5 of 1908. 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.

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of

45 of 1860. t ne I ndian 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 2 of 1974. of Criminal Procedure, 1973.

(7) A claimant, who is dissatisfied with the decision of the Com- missioner, may prefer an appeal against the decision to the principal civil court of original jurisdiction within the local limits of whose juris- diction 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 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.

20. After admitting a claim under this Act, the amount due in respect Diaburse- of such claim shall be paid by the Commissioner to the person or m e nt oi persons to whom such amount is due, and, on such payment, the m o n eyf ey liability of the Company in respect of such claim shall stand discharged, m i ^ o ^r

t0 clai- mants.

21. (1) If, out of the monies paid to him in relation to the under- Disburse- takings of the Company, there is a balance left after meeting the liabilities ment of as specified in Schedule II, the Commissioner shall disburse such balance amounts to the Company.

*° t he Comptwiy nnd pos- (2) Where any machinery, equipment or other property, has vested, session of under this Act, in the Central Government or the Government c e r t^in J.I

i i ,,

rnachi- company, as the case may be, but such machinery, equipment or other n e r yj property does not belong to the Company, it shall be lawful for the equip- Central Government or the Government company, as the case may be, ment, etc to continue to possess such machinery, equipment and other property on the same terms and conditions under which they were possessed by the Company immediately before the appointed day.

Undis- 22. Any money paid to the Commissioner which remains undisbursed bursed or unclaimed on the date immediately preceding the date on which the o r u n" office of the Commissioner is finally wound up, shall be transferred by c aim ^e Qo m mjs sio n e r> before his office is finally wound up, to the general to be revenue account of the Central Government; but a claim to any money deposited so transferred may be preferred to the Central Government by the to the person entitled to such payment and shall be dealt with as if such transfer general ka (j n o£ be en m ad e, and the order, if any, for payment of the claim, account. being treated as an order for the refund of revenue.

CHAPTER VII

MISCELLANEOUS

Act to 23. The provisions of this Act shall have effect notwithstanding hava anything inconsistent therewith contained in any other law for the time over- being in force or in any instrument having effect by virtue of any law, ™in^ other than this Act, or in any decree or order of any court, tribunal effect.

or other authority.

Contracts 24. Every contract entered into by the Company in relation to the to ceasu undertakings owned by it, which has vested in the Central Government to have under section 3, for any service, sale or supply, and in force immediately e f fjCt before the appointed day, shall, on and from the expiry of a period of ratified o ne hundred and eighty days from the appointed day, cease to have by the effect unless such contract is, before the expiry of that period, ratified, Central jn writing, by the Central Government or Government company, in Govern- which such undertakings have been vested under this Act, and In Govern- ratifying such contract, the Central Government or Government com- ment pany may make such alteration or modification therein as it may think company. fit:

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

(a) 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 to the panties 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.

v , 25. Any person who—

tieU

(a) having in his possession, custody or control any property forming part of any undertaking of the Company, or any share held by the Company in any specified company, wrongfully withholds such property or share from the Central Government or Government company; or

(b) wrongfully obtains possession of, or retains any property forming part of any undertaking of the Company or wilfully with- holds or fails to furnish to the Central Government or Government

company or any person specified by that Government or Government company, any document relating to such undertaking or share which may be in his possession, custody or control or fails to deliver to the Central Government or Government company or any person 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 any share held by the Company in any specified company; or

(c) wrongfully recovers or destroys any property forming part of any undertaking of the Company or prefers any claim under this Act which lie 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.

26. (1) Where an offence punishable under this Act has been com- Offences mitted by a company, every person who at the time the offence was by com- committed was in charge of, and was responsible to, the company for pantos. 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 pro- ceeded against and punished accordingly:

Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence.

(2) Notwithstanding anything contained in sub-section (1) where any offence under this Act has been committed by a company and it is proved that the offence has been committed with the consent or conni- vance 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 accord- ingly.

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.

27. No suit, prosecution or other legal proceeding shall lie against the Protec- Central Government or the Custodian of the undertakings of the Com- tion of pany, or the Government company or any officer or other person autho- action rised by that Government or Government company for anything which ^ d is in good faith done or intended to be done under this Act. faith.

Delega- ²⁸- i¹) T he Central Government may, by notification, direct that all tion of or any of the powers exercisable by it under this Act, other than the pawerfl. powers conferred by this section and section 29 and section 30, 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.

F"wer to 29. (1) The Central Government may, by notification, make rules for make carrying out the provisions of this Act. rules.

(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 inti- mation shall be given to the Commissioner under sub-section (3) of section 5;

(b) the form and the manner in which, and the conditions under which, accounts shall be maintained by the 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 section 12 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 Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.

Fowerto 3°- T* a ny difficulty arises in giving effect to the provisions of this *#move Act, the Central Government may, by order, not inconsistent with the aiMeul- provisions of this Act, remove the difficulty: tie*.

Provided that no such order shall be made after the expiry of a

period of two years from the appointed day.

31. (1) The Bird and Company Limited (Acquisition and Transfer of

Hepe Undertakings and Other Properties) Ordinance, 1980, is hereby repealed. 18 of l 9 80 saving,

SCHEDULE I

[See section 2(g)]

1. Bisra Stone Lime Company Limited ")

2. Bnrrakur Coal Company Limited

3. Birds Trading and Investments Company Limited 1

4. Eastern Investments Limited

|

5. Garuda Investments Limited

|

6. Karanpura Development Company Limited J

(including Funders' Shares)

7. Kinnison Jute Mills Company Limited 1

8. Kumardhubi Fireclay and Silica Works Limited )- Chartered 9. Lawrence Investments* and" Property Company I egis re Calcutta- _ . ., , Limited

7 0 0 0 01

10. Ondal Investments Company Limited

11. Orissa Minerals Development Company! Limited |

12. Sendra Investments Company Limited I

13. Birds Employees' Co-operative Society Limited

14. Becker Gray and Company (1930) Limited j 15. Karanpura Collieries Limited—Preference Shares, having registered office at 11, British Indian Street, Calcutta-700069.

16. Calcium Carbide and Chemicals Ltd., having re- gistered office at 161/1, Mahatma Gandhi Road, Calcutta-700007 (Partly paid).

Office at Dolphin 17. Holman-Climax (Rock Drills) Limited . Court 7-A 18. Holman-Climax Manufacturing Limited Middleton

Street, Calcutta- 700016.

19. Patya Tea Company Limiied, having registered office at 12, Dilkusha Street, Calcutta-700017.

20. The Titaghur Paper Mills Company Limited, having registered office at 95, Park Street, Calcutta-700016.

21. Sonakunda Baling Company Limited, having re-

gistered office in Bangla Desh.

SCHEDULE II

(See sections 17, 18, 19 and 21) ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY Category I—

(a) Wages, salaries and other dues payable to the employees of the Company.

(b) Arrears in relation to contributions to be made by the Company to the Provident Fund, Employees State Insurance Fund, Life Insurance Corporation premium and any other arrear under any law for the time being in force (excluding gratuity).

Category II—

Principal amount of secured loans advanced by—

(i) Central Government;

(") State Government;

{in) Banks; (iv) public financial institutions.

Category III—

Principal amount of unsecured loans advanced by— (i) Central Government; (ii) State Government; (Hi) Banks;

(iv) public financial institutions.

Category IV—

(a) Any credit availed of by the Company for the purpose of

carrying on any trading or manufacturing operations.

(b) Any dues payable to the State Electricity Boards or other Government or semi-Government institutions for supply of goods or services.

(c) Arrears of interest on loans and advances.

Category V—

(a) Revenue, taxes, cesses, rates or other dues to Central

Government, State Government and local authorities.

(b) Any other loans or dues,

R. V, S. PERI SASTRI, Secy, to the Govt, of India.

PHJNTED BY THK GUNEEAT. MANAGER, CjOVKRNMF.NT OP INDIA PHR3S, MINTO HOAD

N EW DELHI AND PUBLISHED BY THE CONTROLLER Op PUBLICATIONS, DELHI, [9g[