The Braithwaite and Company (India) Limited (Acquisition and Transfer of Undertakings) Ordinance, 1976

~ 81111T w1o ( ifo )·7 3 REGISTERED No. D-(D)-73 . :lll;[cl cht ~1::;1q,s· ~ ~he <Ga:iette of ~ndia f ~(-\(\Ii( Uj I' i EXTRAORDINARY f 'f{T1'[ II~ 1 • PART II-Section 1 I snfa-crn ~ SI llilfffil' f PUBLISHED BY AUTHORITY ! 1 ~o 102] ;ii mffl, '!~~, ~~ 23, 1976/m'"' 2, 1898 No. 102] NEW DELHI, WEDNESDAY, JUNE 23, 1976/ASADHA 2, 1898 r t~ 'f{T1'[ if fq '!~ ~ ~ ~T i f~~ flfi ~ ~ ~~ it\' ~ if ~ -ifl ~~ i Separate paging is given to this Part in order that it may be filed as a separate compilation 1 =====MI=NI=ST=R=Y=O=F=L=A=W=,=J=U=ST=l=CE=A=ND==C=O=MP=A=NY=. =A=F=F=AIRS====== ( (Legislative Department) ' New J?elhi, the 23rd June, 1976/Asadha 2, 1898 (Saka) 6S of 1951, THE BRAITHWAITE AND COMPANY (INDIA) LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) Q_RDINANCE, 1976 , No. 7 OF 1976 Promulgated by the President in the Twenty-seventh Year . of the Republic of India. An Ordinance to provide for the acquisition and transfer of the undertakings of Messrs. Braithwaite and Company (India) Limited for the purpose of ensuring the continuity of produc­ tion of goods which are vital to the needs of the country, and for matters conn~cted therewith or incidental thereto. WHEREAS Messrs. Braithwaite and Company (India) Limited was engaged in the manufacture and production of railway wagons, structural steel works for bridges and heavy workshop buildings, pressed steel tanks, cranes, road rollers, jute card­ ing machines, roll formers, power sweepers, grey iron castings and steel forgings and also in the machining of intricate components of large sizes; AND WHEREAS as a result of heavy losses suffered by the Company, there had been a closure of certain works of the undertakings owned by the Company; AND WHEREAS for the purpose of speedily bringing the closed works of the Company into operation, the management of the undertakings of the Company was taken over by the Central Government, for a limited period, under section 18A of the Industries (Development and Regulation) Act, 1951; AND WHER':.AS it is necessary to acquire the undertakings of the Company to ensure the continuance of the production of goods which are vital to the needs of the country; 877 21 &CS/76-1 -i. -· . ' • • ' 878 •• 1HE GAZETTE bF INDIA ~XTRAORDINARY [PART 11- - • • • d the President is satisfied that cir- • AND \VHEREAS Parliament is _not in sess10; aiim to take immediate action; cumstances exist which render It necessary or . 1 f 1· I • • h ferred by clause ( ) o ar ice • Now THEREFORE in exercJse of t e ;,owers con h followin 123 of t1{e Constituti~n, the President 1s pleased to promulgate t e g Ordinance, namely:- •• CHAPTER I • PRELIMINARY,. • .., 1. ( 1) This Ordinance may be called the B_raithwait~ and Company (India) Limited (Acquisition and Transfer of Undertakings) O~d1nance, 1976. (2) The rovisions of sections 28 and 29 shall come into force at on~ and the remaining p~ovisions of this Ordinance shall be deemed to have come into force on the 1st day of April, 1975. Definitions. 2. In this Ordinance, unless the context otherwise requires,- • • (a) ''appointed day,, means the 1st day of April, 1975; . . . (b) ''Company'' means the Braithwaite and Company (Ind~a) ~tmttt:d, being a company as defined in the Companies Act, 1956, and having tts reg1s­ tered office at 5, Hide Road, Calcutta-700043; (c) ''Commissioner'' means the Commissioner of Payments appointed under section 14; (d) ''notification'' means a notification published in the Official Gazette; (e) ''prescribed'' means prescribed by rules made under this Ordinance; (f) ''specified date'' means such date as the Central Government may, for the purposes of any provision of thi~ O~·dinance? ?Y notific~tion, _specify and different dates may be specified for different p1·ov1s1ons of thts Ordinance; (g) words and expressions used herein_ and not de~ned but _defined in the Companies Act, 1956, shall have the meanings, respectively, assigned to them in that Act. • CHAPTER JI • ., ACQU(SITION AND TRANSFER OF TIIE UNDERTAKINGS OFT-HF COMPANY . . Acquisition and transfer of the under• taki11gs of the Company. 3. 011 the appointed day, the u11dertakings of the Company shall, by virtue of this Ordinance, be transferred to, and shall vest in, the Central Government. - General effect of vesting. 4. (1) The undertakings of the Company shall be deemed to include all assets, rights, lease-l101ds, powers, authorities and p1·ivileges, and all property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cas~ balances,. cash on. ha11d, ~e~erve funds, investments, book debts and all other rights and interests 1n, or ar1s1ng out of, such property as were im1nediately befo1·e the appointed day in the ownership, possession power or control of the Company, whether within or outside India, and all books of account, registers and all other documents of whatever nature relating thereto. (2) All properties as aforesaid which have vested in the Central Government under sec.tio~ 3 shall, by f 01·ce of s11~l1 vesting, ~e f1·eed. and discharged from any trust, obJ1gat1on, mor!g~ge, ~barge, l1en and , all other 1ncumbrances affecting it, and any attachment, Jl}Jltnct1on or decree or C?rd~r of any ?ourt restricting the use of such property 1n any manner or appo1nt1ng a11y receiver in respect of the whole or any part of such property shall be dee1ned to have been withdrawn. ( 3) Every mortgagee of any property which ~as vested under this Ordinance i 11 the ~entr~l Gove!n1nent and every pe1·son hold111i a11y _ch~rge, lie11 or other inte­ rest 1n, or 1n relat1011 to, an):' such pro~er~y, sl1_all give, w1tl11n such time and in ·such manner as may he_ prescr1bed, _an 1nt1mat1on to the Commissioner of such mortgage,- charge, lien or other interest. • • (4) For the rem~val of dou~ts, it is hereby declared that the ~ortgagee of anY property_referre~ to 111.sub-se~tton (2) or any othe1· person holding any charge, lien 01 other 1nter~st 1n1 or_ 1n relatto~ to, any such property shall be enti_tled to claim, in accor~ance with ~•s rights and interests, payment of the mortgage 111oney or ott 1 er dues~ ?n whole or 1 r. rart, out of the amounts specified in section 7, and also out • Short tiQ and coll\~ tnencerntxu. • l of l!lS6. I 1 of 1956. • ;8EC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 879 of the monies determined under section 8, but no such mortgage, charge, lien or other interest shall be enforceable against any property which has ves led in th_e Central Government. (5) If, on the appointed day, any suit, appeal or otli.er proceeding of whatever nature in relation to any property which has vested in the Central Goyfrnment, 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 transfer of the undertakings of the Company or of anything contained in this Ordinance, but the suit, appeal or other proceeding may be continued, prose­ cuted or enforced by or against the Central Government, or where the und~r­ takings of the Company are directed under section 6, to vest in a Governm~nt company, 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 are directed, under section 6, to vest in a Government company, against that Govern­ ment company. (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 company, against that Government company; (b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the Company, passed after the appointed day, in respect ·of any matter, claim or dispute which arose before that day, shall be enforceable against the Central Government, or, where the under­ takings of the Company are directed 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 any provision of law fot the time being ,in force, shall be enforceable 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. 6. (1) Notwithstanding anything contained in sections 3 and 4, the Central Government may, ifit is satisfied that a Government company is willing to comply, or has complied, with such terms and conditions as that Government may think fit to impose, direct, by notification, that the 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. (2) Where the right, title and interest of the Company in relation to its under­ takings, vest in a Government company under sub-section (1), the Government company shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings, and all the rights and 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, resp ':ctively, of the Government company. Central Govern­ ment or ·•· the Govern­ ment company not to be liable for nrior liabilities. Power of Central Gover.a­ ment to direct vesting of the under­ takings of the Company in a Govern­ ment company. • Payment of amount. Payment of furthe1 amount 880 !!THE GAZETTE OF iNDIA EXTRAORDINARY [PART }t,_ CHAPTER III PAYMENT OF AMOUNTS . . h C t I Government, under section 7. For the transfer to, and vesting in, t e en ra . t •ts undertakings . . . f h c any in relation o 1 , 3; of the right, title and interest o t e omp om an , in cash, and in there shall be given by the Central Government to the C P Y d f es sixteen crores an . twenty- the manner specified in Chapter VI, an amount o. rupe five Iakhs. · f th management of its ubder- 8. (1) For the deprivation of the Company o e . . • . b h Ce tral Governm~nt an amount takmgs, there shall be given to the company Y t e n . . calculated at the rate of rupees fifty thousand per annum for the penod commencmg on the date on which the management of the undertakings of the Company was taken over by the Central Government and ending on the appointed day. . . . • f the provisions of sections (2) In cons1derat1on of the retrospective operation o 3, 4 and 5, there shall also be given, in cash, by the Central Government to the Company, an amount equal to an amount calculated at the rate of rupees ~fty thousand per annum for the period commencing on the appointed day and endmg on the date of promulgation of this Ordinance. . (3) The amount specified in section 7 and the amounts determined under sub­ sections (1) and (2) shall carry simple interest at the rate of four per cent. per annum for the period commencing on the date of promulgation of this Ordinance ~nd ending on the date on which payment of such amounts is made by the Central Government to the Commissioner. (4) ·-The amounts determined in accordance with the provisions of sub--sections (1 . (2) and (3) shall- be given by the Central Government to the Company in addition to the amount specified in section 7. (5) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to its undertakings which have vested in the Central Govern­ ment under section 3, shall be discharged from the amounts referred to in section 7, and also from the amounts determined under sub-sections (1), (2) and (3), m accordance with the rights and interests of the creditors of the Company. CHAPTER iV MANAGEMENT, ETC., OP THE UNb}:RTAKINGS OF THE COMPANY Manage~ 9. (1) The general superintendence, direction, control and mangement of the ment, etc., db • f h d k' of the affairs an usmess o t e un ertil mgs of the Company, the right, title and interest ~:~t~akiilgs • in relation to which have vested in the Central Government under section 3, Company. shall,- (a) where a direction bas been made by the Central Government urider 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 unde; sub-section (2), and thereupon the Government company so specified or the Custodian ·so appoin­ ted, as the case may be, shall be entitled to exercise all such powers and do 11 such things as the Company is authorised to exercise and do. a 1 of 19S6. 14 of 1947. 14of 1947. SBC. I] THE GAZETTE OF INDIA EXTRAORDINARY 881 (2) The Central Government may appoint one or more individuals 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 (J) of section 6. 10. (J) On the vesting of the management of the undertakings of the Company in a Government company or on the appointment of a Custodian, all persons in charge of the management of the undertakings of the Co~npany immediately before such vesting or appointment, shall be bound to deliver to the Government company or the Custodian, as the case may be, all assets, books of account, re­ gisters or other documents in their custody relating to such company. (2) 'rhe Central Government may issue such directions as it may deem desirable in the circumstances of the case to the Government company or the Custodian as to its or his powers and duties and the Government company or Custodian may also, if it or he so desires, apply to the Central Government at any time for ins­ tructions as to the manner in which the management of the undertakings of the. Company shall be conducted by it or him or in relation to any other matter arising in the course of such management. (3) The Custodian shall receive from the funds of the Company such remunera­ tion as the Central Government may fix and shall hold office during the pleasure of the Central Government. 11. The Custodian 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 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. CHAPTER V PROVISIONS RELATING TO THE EMPLOYBBS OF THE COMPANY . 12. (J) Every person who is a workman within the meaning of the Industrial Disputes Act, 1947, and has been, immediately before the appointed day, employed in any u~dertaking of the Company shall become, on and from the appointed day, an employee of the Central Government or, as the case may be, of the Government company in which the right, title and interest of the Company have vested under . this Ordinance, 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) Every person who is not a workman within the meaning of the Industrial Disputes Act, 1947, and who has been, immediately before the appointed .day, employed in any undertaking of the Company shall become, as from the appoin­ ted day, an employee of the Central Government or the Government com­ pany, and shall hold office or service therein by the same tenure, at the same remuneration and upon the same terms and conditions and with the same rights and privileges as to pension and gratuity and other matters as would have been admissible to him if the undertakings of the Company bad not been transferred to, and vested in, the Central Government or the Government company, Duty of persons in charge of management of the under takings of the Company lo deliver all assets. etc. Accounts and audit. Employ­ ment of certain employees to continue. NOIA EXTRAORDINARY [PART Il .. 882 THE GAZE~F I . --=::: I and until his employment m the Cent 1 . to do so un ess 1 • d ra and shall coounue t company is du y termmate or until h' Government or the Govedr~~en of employment are duly altered by this . and con 1t1ons e remuneration, terms Government company, as the case may be. Central Government or the . . . an thing contained in the Industrial Disputes Act, 1947 • (3) Notw1th5laoclm\ ~ being in force, the transfer of the services of a ' or in any other law for t el um~ in any undertaking of the Company to the Cent n~ officer or other person emp oyent company shall not entitle such officer or othra Provident and other funds. ApPoint• ment of Commis­ sioner of Payments. G ent or the Governme er overnm tion under this Ordinance or under any other Jaw to mployee to any compensa • d r e . . . " and no such claim shall be entertame by any court, tribunal : ,the tmie being m 1orce or other authority. (4) Where, under the terms of any contract of service or otherwise, any person, h . become transferred to the Central Government or the Government w ose services . . • • company by reason of the provisions of this Ordinance, I~ entitled to any arrears of salary or wages or any payments for any leave _not availed of or 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. 13. (1) Where the Company has established a provident fund, superannua­ tion, welfare or 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 monies standing, on the appointed day, to the credit of such provident fund, superannua­ tion, welfare or other fund, stand transferred to, and vest in, the Central Govern­ ment or the Government company, as the case may be. (2) The monies which stand transferred under sub-section (J) to the Central Government or the Government company, as the case may be, shall be dealt with by that Government or Government company in such manner as may be prescribed. CHAPTER VI CoMMISSIONBR OF PAYMENTS 14, (1) The Central Government shall, for the purpose of disbursing the amounts payable to the Company under sections 7 and 8, by notification appoint a Commissioner of Payments. ' (2) T~e Central Go:e~nm~nt may appoint such other persons as it may think fit to assist the Comm1ss1oner and thereupon the Commissioner may authorise o~e or more o'. such ?ersons also to exercise all or any of the powers exercisable by h~m 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 c • • • . omm1ss1oner may exercise those powers in the same manner and with the same efli t ·r h h . . ec as 1 t ey ave been conferred on that person directly by tlus Ordinance and not by way of authorisation. 14or •,. 1,., · : ·- ·-----· ·: ····· "l-" " - ··- - ·-······ ··· · SEC. l] THE GAZETTE OF INDIA EXTRAORDINARY 883 (4) The salaries and allowances of the Commissioner and other persons appointed under this section shall be defrayed out of the Consolidated Fund of India. 15, (J) 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. (2) A deposit account shall be opened by the Central Government in favour of the Commissioner, in the Public Account of India, and every amount paid under this Ordinance to the Commissioner shall be deposited by him to the credit of the said deposit account and the said deposit account shall be operated by the Commissioner. (3) The interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the Company. 16. (J) 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 relation to its undertakings which have vested in the Central Government, or the Government company, realised after the appointed day notwithstanding that the realisation pertains to a period prior to the appointed day. • (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 aft~r the appointed day for discharging any liability of the Company in re- • Iation to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attaching, under this Ordinance, to the matter in relation to which such liability has been discharged by the Central Go­ vernment 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 dis­ charged on or before the specified date, shall be the liabilities of the Company. 17. Every person having a claim against the Company shall prefer such claim before the Commissioner within thirty days from the specified date : Provided that if the Commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty days and not thereafter. Payment by the Central Govern­ ment to the Com­ missioner. Certain powers of the Central Govern­ ment or Govern• ment company. Clai'ms to be made to the Commis­ sioner. 18. The claims arising out of the matters specified in the Schedule shall have Priority priorities in accordance with the following principles, namely :- of claims. (a) Category I will have precedence over all other categories and Category II will have precedence over Category III, and so on; (b) the claims specified in each of the categories, except Category VI, 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; Examiaa­ tion of claims. _ Admission or rejec­ tion of claims. THE GAZETTE OF INDIA EXTR~DlNARY [PART II- 884 (c) the liabilities specified in Category VI shall be _discharged, subject to the priorities specified in this section, in accordance with the terms of the secured loans and the priority, inter se, of such loans; and (d) the question of discharging any liability with _regard to a matter specified in a lower category shall arise only if a surplus 1s left after meeting all the liabilities specified in the immediately higher category. 19. (I) On receipt of the claims made under section 1 ~• the Commissioner shall arrange the claims in the order of priorities specified m the Schedule and examine the same in accordance with such order of priorities. • (2) lf, on examination of the claims, the Commissioner is of opinion that the amow1t paid to him under this Ordinance is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine the claims in respect of such lower category. 20. (J) After examining the claims with reference to the priorities set ollt in the Schedule, the Commissioner shall fix a certain date on or 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 advertisement in one issue of the daily newspaper in the English language and in one issue of such daily newspaper in the regional language as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the time specified in the adver­ tisement. (3) Every claimant who fails to file the proof of his claim within the time specified by the Commissioner shall be excluded from the disbursements 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 clai~ and after giving the claimant a reasonable oppo~unity of being heard, in writing admit or reject .the claim in whole or in part. ' (5) The ~~mmissioner shall have the power to regulate his own procedure in all m~tters an~mg out of the discharge of his functions, including the place or places at ~h1ch he will_ hold ~is sittings and shall, for the purpose of making an investi­ gation under this Ordinance, have the same powers as are vested 1·n • ·1 . . a c;v1 court ~nder the Code ofC1v1l Procedure, 1908, while trying a suit, in respect of the follow­ mg matters, namely:- . _(a) th_e summoning and enforcing the ~ttendance -of any witness and _ minmg him on oath; exa (b) the discovery and production of any document or other mat • 1 b. producible as evidence· ena O ~ect ' (c) the reception of evidence on affidavits· ' (d) the issuing of any commission for the examinat'1on f • ' o witnesses. (6) Any investigation before the Commissioner shall b d d . . ed . · 1 · . e eeme to be a mdtcial proce mg wit 11n the meaning of sections 193 and 228 of the • •• and the Commissioner shall be deemed to be •. 1 Ind tan Penal Code a c1v1 court for th • 345 and Chapter XXVI of the Code of C . . al p e purposes of section nmtn rocedure, 1973. 5 of 1908. 45 of 1~60 2 of 19'14. ,, SEC. 1) THE GAZETTE OF INDIA EXTRAORDINARY (7) A claimant who is dissatisfied with the decision of the Commissioner, may prefer an appeal against the decision to the pri11c:pal civil court of original jurisdic­ tion within the local limits of whose jurisdiction the registered office of the Com­ pany 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. 21. 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 sums are due, and, on such payment, the liability of the Company in respect of such claim shall stand discharged. 22. (J) If, out of the monies 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. (2) Where any machinery, equipment or other property 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, the amount specified in sections 7 and 8 shall, on a reference made to it by the Com­ missioner, be apportioned, by the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the Company. is si­ tuated, between the Company and the owner of such machinery, equipment or other property, having due regard to the value of such machinery, equipment or other property on the appointed day. 23. Any money paid to the Commissioner which remains undisbursed or un­ claimed for a period of three years from the last day on which the disbursement was made, shall be transferred by the Commissioner to the general revenue account of the Central Government; but a claim to any money so transferred may be preferred to the Central Government by the person entitled to such payment and shall be dealt with as if such transfer had not been made, the order, if any, for payment of the claim being treated as an order for the refund of the revenue. CHAPTER VII MISCELLANEOUS 24. The provisions of this Ordinance shall have effect Mtwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this Ordinance, qr in any decree or order of any court, tribunal or other authority. 25. (1) Every contract entered into by the Company in relation to the under­ takings of the Company for any service, sale or supply, and in force immediately before the appointed day, shall, on and from the expiry of one hundred and eighty days from the date of promulgation of the Ordinance, to cease have effect unless such contract is, before the expiry of that period, ratified, in writing, by the Central Government or Government company, and, in ratifying such contract, the Central Government or Government company may make · such alteration or modi­ fication therein as it may think fit : Provided that the Central Government or Government company shall not omit to ratify a contract, and shall not make any alteration or modification in a contract, unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the Central Government or the .. ,, •. •\ - . . • ~-Government company. . ... ~ 2 M of l&CS/76-2 Disburse­ ment of money by the Com­ missioner to claimantll, Disb&r!'C• mcnt of amounts to the Company. Undis­ bursed or unclauned amount to be deposited to the genual revenue ac;ount. Ordinance to ha'l'e ovepidina effect Contracts to cease to have effect unless ratified by tho Govern­ mentor Central Govern­ ment company. • 886 THE . __ __ __ _____ •-=-= ::::-:=::-:. -- . __ ___ ___ __ tb" ____ --···- ~-- -~ Lr"l -- - •• • -::-.::.:-..:_...::=::-.::::::-~-- j G vernment or Government company shan -=-,::c_""'}_lk_ (2) The Centrla ll :ot inake any alteration or n1odification th not. 0~it to~~ t act a11d, s ta bl cre1n e t1fJ a con r ' . to the contract a reasona e opportunity of be·, Xcept at. . • to the parties • c 1ng h 1ter g1v1ng d' g in writing, it, reasons 1or refusal to ratify th eard a • except a~er recor 1 ~ 'tion or modification therein. e COntl'tct 11d ~ r making any a era or , •• •. 0 't prosecution or other legal proceeding shall lie a . Protection 26. (l) Nos~• ' any officer of that Government or the CustJ'nst the ~ f!k:~ti~'l tral Governmen or or any officer or other person authorised by th~:n or the G! 8ood faith, vernment com~any mpany for anything which is in good faith don Go~crnillent or Governn1en co h. Ordinance. e or tnteM . .1 • Detega11on of powers. Penal tie!. • • .• to be done under t is . . --~ •t other legal proceeding shall lie against the Central 0 (2) No su1 or h O overnlllt f . t fficers or other employees or t e overnment company or nt Or any ol , s o on at1thorised by that company for any damage caused or l~kny Offiecr or ot ter pers . h d . 1 efy to be db Ything which is in good fa1t one or intended to be done .a. cause Yan unucr this Ordinance. 27. (1) The Central Govern~ent may,· ~y no!ification, direct that an o f the Powers exercisable by 1t under this Ordinance, other than th r any o • d b h e J>Ower conferred by section 30, m~y al~o be exercise y sue person or persons as may be specified in the not1ficat1on. ( 2) Whenever any delegation of power is made under sub-section ( /), the l>Cnon to whom such power has been dc]egated shall act under the direction, control and supervision of the Central Government. 28. Any person who,- (a) having in his possession, custody or control any property forming part of any undertaking of the Company, ,vrongfu1ly withholds such property from the Central Government or Government company; or (b) wrongfully obtains possession of, or retains, any property forming part of a11y undertaking of the Company or wilfully withholds or fails to furnish to the Central Government or Government company or any person or body of persons specified by that Government or Government company, any document re1ating to sucl1 undertaking which may be in his possession, custody or control or f ai1s to deliver -to the Central Government or Government company or any person or body of persons specified by that Government or Government company, any assets, books of account, register~ or other documents in his • possession, custody or control, relating to the undertaking of the Company; or ( c) wrongfully removes or destroys any property forming part of any '. ~~'!~~ undertaking of the Company or prefers any claim under this Ordinance which • • he knows or has reasonable cause to believe to be false or grossly inaccurate, shall be punishable with imprisionment for a term which may extend to two years or with fine which may extend to ten thousand rupees, or with both. Offences· 29. (J) _ Where an offence under this Ordinance has been committed by a by com- panies.· company, every person who at the time the offence was committed W?S in charge : .,~ • of, 3nd was responsible_ to, the company for the conduct of the business of the • • company,_ as well as the company, shall be deemed to be guilty of the offence ao d shall be liable to be proceeded against and punished accordingly: . Provided that nothing contained i11 this sub--section shall render any such persho: liable to any puni 1 •r . d without l s ltnent, 1 he proves that the offence was committe . . f knowledge or tliat heh d . . 011111ss1on ° such offence. a exercised all due diligence to prevent the co _ (2) Notwithstandi • h anY offence 4 under this Ordina ng anything contained in sub-section (1~, V: ere cd that the nee has bee11 committed by a>~ornpany and it is prov . • • I ' SEC. 1] THE GAZETTE OF INDIA EXTRAORDINARY 887 offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, ·manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and pu­ nished accordingly. Expla11atio11.-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 fl.rm. 30. (J) 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 intimation shall be given to the Commissioner under sub-section (3) of section 4; (b) the form and the manner in which, and in conditions under which, the Custodian shall maintain accounts provided in-section 11: (c) the manner in which the monies in any provident or other fund referred to in section 13 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 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 any­ thing previously done under that rule. 31. If any difficulty arises in giving effect to the provisions of this Ordinance, the Central Government may, by order, not inconsistent with the provisions of this Ordinance, remove the difficulty: Provided that no such order shall be made after the expiry of a period of two years from the date of promulgation of this Ordinance. 32. It is hereby declared that this Ordinance is for giving effect to the policy of the State towards securing the principles specified in clause (b) of article 39 of the Constitution. Explanation.- In this section, "State" has the same meaning as in article 12 of the Constitution. THE SCHEDULE [See sections 18, 19 and 20] ORDER OF PRIORITlES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY PART 'A' Category I- Post-take-over management period Wages, salaries and other dues of the employees of the Company. Category 11- (a) (i) Loans advanced by the Central Government. (ii) Secured loans advanced by banks and financial institutions. • Power tc make rules. Power to remove difficulties. Declaration as to the policy of the State. .,_ , I :·, . '•: ' .. ,, • . . ' , . .. . • • .. .' • . . . • H 888 Categvry Ill (a) Any other loans. (h) Credit availed of by the Company for the p11rpose of ~arrying on any trading or manufacturing operations. ~ • Category Iv■ Reventle, taxes, cesses, rates or other dues of Central Government or a State G0vernmcr1t. PART 'B' ' Pre-take-over management period • Category V-- Arrears in relation to contributions to be made by the Company to the provident fund, sa1aries and wages and ·other amounts due to employees. Category V/.­ Secur~d f oans. Category Vil- • - Revenue, taxes, cesses, rates or any other dues to the Central Governme11t, a State Government, a local authority or a State Electricity Board. Category VJ/J.- • (a) Any credit availed of by the Company' for the manufacturing operations. purpose of trading or (b). Any other dues. , • ' . , • • • • • • ·. . • . . ' . . ' . FAK~UDDIN ALI AHMED • ·" •.· ' . . ~ President . ' ' . K. K. SUNDARAM, Sec.v. to the Govt. of India. . . • • • . .. ,,, ... , , • j ' . i • , ·- .......... _ --·------··-·-·----- , ____ --:. --,.... ... ---· -·····------- PRINTED BY THB MANAGER, GOVT. OP INDIA PRESS RING R • ---__..;_·,;,.;,· __ _ A:ND PUBLISHED BY 1HE CONTROLLER OF PUBLICATIONS, ~~i1-1:.Tioog~~i~}i?o21 •