The Dalmia Dadri Cement Limited (Acquisition and Transfer of Undertakings) Ordinance, 1981

IU5J. c,llQIIIH 'I EXTRAORDINARY 'fflrll--wwl 1 PART 11-Seceloll 1 51ffll'mlnlftm PUBLISHED BY AUTHORITY ;ff f~), ~·'ffl'"1'~, "lf_;if 2 31 19 8 I /m«T'1 2, 190 3 NEWDBI.JII.TUESDAY,JUNE 23, 1tlz/ASADHA a, 1tes _.."'1'*"""" \W5V8111' it llftft f 'hrff fll ~ ~ Vln1\' linlfi,nll''lr 'A I .... rate ,-lq 19 1lvm to thu Part ln -order tllat It ma7 lie .... u a aeparate eompllatloa MINISTRY OF LAW, JUSTICE AND COMPANY AFFA.IRS (Legislative Department) New Derh,i, the 23rd June, 1981/Asadha Z, 1903 (Sakai) THE DALMIA DADRI CEMENT LIMITED (ACQJ JISTTION A~D TRANSFER OF UNDERTAKINGS) ORDINANCE, r98r ~O. 6 OF 1981 Promulgated by the President in the Thirty-second Year of the Republic of India. An Ordinance to provide for the acquisition and transfer of the undertakings of the Dalmia Dadri Cement Limited with a vievv to securing the proper management of such undertakings so a'o to subserve the interest of 1the general public by ensuring the continued manufacture, production and distribution of cement which is essential to the. needs of the economy of the co11ntry and for matters connected therewith or incidental thereto. WHEREAS :Messrs. Dalmia Dadri Cement Limited had been engaged in the manufacture and production of portland cement, an article men­ tioned in the First Schedule to the Industries (Development and Regu­ lation) Act, 19!11; AND WHEREAS an order has been made for the winding upr of the Com­ p::iny 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 func- tioning since March, 1980; • Short title and com­ mence­ ment. Deftl'l.i­ tions. AND WHEREAS it is necessary to acquire the undertakings of the said C!..,m_l.lany to ensure that the interests of the general public are served by the continuance, by the undertakings of t1:'\e said Company, of the manu­ facture, production and distribution of portland cement which is essen­ tial to the needs of the economy of the country; AND WHEREAS a Bill tn :provide for the acquisition and transfer of the undertakipgs of the Dalmia Dadri Cement Limited with a view to seC'Ur­ ing the p~oper management of such undertakings so as to subserve the interest of the general public by ensuring the continued manufacture, production and distribution of cement which is essential to the needs of ~he economy of the country and for matters connected therewith or incidental thereto, has been introduced in Parliament but has not yet been passed; 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 to give effect to the provisions of the Bill; 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 Dalmia Dadri Cement Limited (AcquisitiP,:P,. a.n¢l Tr~ns_fer of Undertakings) Ordinanc~, 1981. . (~) It shall come into force at once. 2. In this Ordinance, unless the context otherwise requires,- ( a) "appointed day''' means the date of commencement of this Ordinance; (1b) "Cement Corporation'' means the Cement Corporation of India, a company incorporated and registered undeir the Companies • Act, 1~56; 1 Qfl (c) "Commissioner" means the Commissioner of Payments appointed under secti-0n 14; (d) ''Company" means the Dalmia Dadori Cement Limited, being a company within the meaning of the Companies Act, 1956, and 1 Qfl having its registered 0ffice at Charkh~ Dadri (Haryana); (e) · "notification" means a notification fl)ublished in the. Official Gazette; • (f) "prescribed" means prescribed by rules made under . this Ordinance; (g) "specified date'', in relation to any provision of this Ordinance, means such date as the Central Government may, by notification, spE;!cify for the purposes of that provision, and different dates may l:?e specified tor different provisions of this Ordinance; (h) words and expressions used herein and not defined ·bttt · 'defined in the Companies Act, 1956, shall have the :rn.M:ri:itigs, ies ... ·pectively, assigned to them in that Act. 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 undert'aJiirigs, shall, by virtue of this Ordinance, stand transferred to, and' vest ih, the Central Government. 4. (1) The undertakings of the Company shall be deemed to include . all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, work­ shops, stores, instruments, machinery and eqwpment, cash balances, . cash on hand, rese!'ve funds, investments, book debts and all other rights and interests in, or arising out of, such property as were imme-­ diately before the appointed day in the ownership, possession, power or control of the Company, whether within or outside India, and all beoks 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 (3) or any other person holding any chaJ:ge, lien or other interest in, or in relation · to; ; any such property shall be entitled to claim, in accordance with his rights • _and intereslts, payment of the mortgage money or other dues, in whole or in part, out of the amount specified in section 7 and also out of the amount determined under . 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 Comp~ily in relation to any undertaking which has vested in the Central Goveni- Transfer to, and vesting in, the Cen­ tral Gov­ ernment ef the under­ takin~ ofth£ Company, General effect of vesting Central Govern­ ment or Cement Corpora- tion not to be liable for prior liabili­ ties. ment under section 3, at any time before the appointed day and in fo~e immediately be.fore 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 the Cement Corporation, that Cor­ poration shall be deemed to be substituted in such licence or other instru­ ment as if such licence or other instrument had been granted to the Cement Corporation and that Corporation 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 'natur-e in relation to any property which has vested in the Central Government, 'Ullder section 3, instituted or preferred by or against the Company is pending, the same shall not abate, be disconti• nued or be, in any way, prejudicially affected by reason of the transfer qf the undertakings of the Company or of anything contained in this Ordinance, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in the Cement Corporation, by or against that Corporation. 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 ~nforceable against it and not against the Central Government, or, where the undertakings of the Company are directed under section ff to vest in the Cement Corporation, against that Corporation. (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 enforce­ able against the Central Government, or, where the undertakings of the Company are di'l'ected under section 6 to vest in the Cement Co'l'poration, against that Corporation; (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 e_nforceable against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in the Cement Corporation, against that Corporation; ( c) no liabmty 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 ehforceable against the Central Govern­ ment, or., where the undertakings of the Company are directed llilder section 6 to vest in the Cement Corporation, against· that Corpora­ tion. 6. (1) Notwithstanding anything contained in sections .3 an4 4, the Central Government may, subject to such terms and conditi00$ as it may think fit .to impose, direct, by notification, that the undertakings of the, Comp .. ny, and the right, title and interest of the Company in relation to its undertakings, which have vested in the Centrc1l Government under section_ 3, shall, instead of continuing to vest in the Central Government, vest in the Cement Corporation either on the date; of the notification or on such earlier or later date (not being a date eadier than the appointed day) as may be specified in the notification. (2) Where the right, title and interest of the Company, in relation to its undertakings, vest in the Cement Corporation under sub-section (1), the Cement Corporation 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 ~ing. be deemed to have become the rights and liabilities of the Cement Corpora­ tion. CHAPTER III P:AYMl!.'NT OF AMOUNTS 7. For the transfer to, and vesti'ng in, the Central Government, under section 3, of the undertakings of the Company and the right, title Md interest of the Company in relation to :i'ts undertakings, there shall be paid by the Central Government to the Company, in cash, and !in the manner specified in Chapter VI, an amount of rupees eighty-four lakhs. 8. (1) The amount specffied in section 7 shall carry simple interest at the rate 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. (2) The amount determined in accordance with the provisions of sub-section (1) shall be paid by the Central Government to the Com­ .piany in addition to the amount specified in section 7. (3) For the removal of doubts, it is hereby declared that the liabilities of the Company in relation to its undertakings which have vested in the Central Government under section 3:, shall be discharged from the 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. The ~neral superintendence, direction, control and management of the affairs and business of the undertakings of the Company, the right, title and interest in relation to which have vested in the Central Government under section 3, shall, where a direction has been made by the Central Government under sub-ilection (1) of section 6, vest in the • Cement Corporation, and thereupon the Cement Corporation 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 unde'ftakings. Power odl Central Govern­ ment to direct vesting of the under• takings of the Com­ pany in Cement Corpora• tion. Payment; of amount. Payment of fur­ ther amount. Manage­ ment, ete., of the undertak­ ings of the Company. Duty to deliver possession of the undertak­ ings of the Company and docu­ ments relating thereto. Duty to furnish parti­ culars. Employ­ ment of certain employees to conti­ nue. 10. (1) Notwithstanding any judgment, decree or order 0f 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 P,erson, in whose posseission or c'Ustody or under whose control the undertakings of the Company or any part thereo4: may be, shall forth­ with deliver possess10n o1 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 the Cement Corporation, to that Corporation. (2) On the vesting of the management of the undertakings of the Company in the Cement Corporation, the Official Liquidator of the Company or any other person who has, on the appointed day, in ms 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 appointment, shall be bound to deliver the said books, documents or other papers to the Cement Corporation or to such person as the Central Government or the Cement Corporation, as the case may be, may specify in this behalf. (3) The Central Government may take or cause to be taken all necessary steps for securing possession of the undertakings which have vested in it un.der section 3. (4) The Central Government may issue such dii:;ections as it may deem desirable in the circumstances of the case to the Cement Corpora­ tion and that Corporation 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 Com­ pany shall be conducted or in relation to any other mattet> arising in the course of such management. 11. (1) The Company shall, within such period a,3 the Central Gov­ ernment may allow in this behalf, furnish to that Government or to the Cement Corporation 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 Cement Ccrpo't'ation, 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 possession, custody or control of the Official Liquidator of the Company shall we discharged by him. CHAPTER V PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY 12. (1) Every person who has been, immediately before the appointed day, employed in any of the undertakings of the Company shall become,- (a) on anc'l from the appointed day, an employee of the Central Government; and (b) where the undertakings of the Company are directed under sub-·sec:tion (.1) of section fi, to vest in the Cement Corporation, an employee of that Corporation on apd from the date of such vesting, and shall hold office or service under the Central Government or the Cement Corporation, as the case may be, with the same :rights and privileges as to pension, gratuity and other matters as would have been adm'issible to him if there had been no such veisting and shall continue to do so unless and 'Until his employment under the Central Government or the Cement CorpoL1tion, 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 Cement Corporation, as the case may be. (2) Notwithstanding anything contained in the Industrial Disputes 11):947, 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 under­ taking of the Company to the Central Government or the Cement Corpo­ ration shall not entitle such officer or other employee to any compensation under this Ordinance or under any other iaw 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 pPrson, whose services become transferred to the Central Govern­ ment or the Cement Corporation 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 pensinn. such person may enforce his claim against the Company, but not against the Central Government or the Cement . Corporation. 13. (1) Where the Company has established a provident fund, superannuation 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 Govern­ ment or the Cement C'orporati'on, shall, out of the monies standing, on the . ~ppointed day, to the credit of such provident fund, superann'Uation fund, welfare fund or other fund, stand transferred to, and vest in, the Central Government or the Cement Corporation, as the case may be. (2) The monies which stand transferred under sub-section (1) to the Central Government or the Cement Corporation, as the case may he, shall be dealt with by that Government or that Corporation in such manner. as may be prescribed. CHAPTER VI COMMISSIONER OF PAYMENTS 14. (1) The Central Government sh,11, for the purpose of disbursing the amounts payable to the Comp:rny under section 7 and section 8; by notification, appoint a Commifdoner of Payments. (2) The Central Government m1y appoint such other persons as it may think fit to assist the Cnmmissioner ar::d thereupon the Commissioner may authorise one or more of such nersons also to exercise. all or any of the powers exercisable by him under this Ordinance arid different per~ sons may be authorised to exercise different powers. Provident fund and other funds . Appoint­ ment of Commis­ sioner of Payments. Payment by the Central Govern­ ment to the Commis­ aioner. Certain powers of the Central GOYem­ ment Or Cement Corpora­ tion. Claimato be made to the Comrnw- •••• (3) Any person a'Uthorised 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 authorisation. (4) The salaries and aJlowances of the Commissioner and other persons appointed under this section shall be defrayed out of the Con­ solidated Fund of India. 15. (1) The Central Government shall, within thirty days from the specified date, pay, in cash, to the Commissioner, for the 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) Records shall be maintained by the Commissioner in respect of the undertakings of the Company in relation to which paymen,t has been made to him under this Ordinance. ( 4) The int.erest 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. (1) The Central Government or the Cement Corporation, as the case may he, 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 Govern­ ment or the Cement Corporation, and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to the appointed day. (2) The Central Goveornment or the Cement Corporation, as the case may be, may make a claim to the Commis,sfoner 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 in relation to which such liability has been discharged by the Central Government or the Cement Corporation. (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 be€n discharged on or before the specified . date, shall be tbe liabilities of the Company. 17. Every person having a claim against the Company shall prefer such claim before the Commissioner within th'irty 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 farther period of thirty days and not thereafter. 18. The claims arising out of the matters specified in the Schedule shall have priorities in accordance with the following principles, :m.ame1y:- ( a) Category I shall have precedence ovQr 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 i,n full, but, if the amount is insufficient to meet such cla:ims in full, they shall abate in equal proi;:,ortions an11 be paid acc0rdingly; and (c) the question of discharging any liability with regard to a matter specified :in a lower category shall arise only if a surp~us is left after meeting all the liabilities specified in the immediately higher category. 19. (1) On receipt of the claims made under section 17, 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. I (2) If, on examination of the claims, the Commissioner is of opinion that the amount paid to him under this Ordinance is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine the claims in :respect of such lower category. 20. (1) After examining the claims with reference to the priorities set out in the Schedule, the Commissioner shall fix a certain date on or before which every claimant shall file the proof of his claim. (2) Not less thim fourteen days' notice· of the date so fixed shall he given by advertisement in one issue of any daily newsp·aper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such regional language as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his daim with the C'ommissioner within the pedod specified in the advertisement. (3) Every claimant who fails to file the proof of his claim 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 necessa't'y and after giving the Company an opportunity of refuting the cJai:in and after giving the claimant a reasonable oppor­ tunity of being heard, by order in writing, admit or reject the • claim in whole or 'in part. (5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions. including the place or places at which he may hold his sittings and shall, Priority of claims. Examina­ tion of claims. Admis­ sion or rejection of claims. Disburse­ ment of money by the Com­ missioner to clai­ mants. Disburse­ ment of amounts to the Com­ pany. 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, 5 ot■ 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 eviden£e; (c) the rec-eption of evidence on affidavits; (d) the iss•J~ing of any commission for the examination of witnesses. (6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the Indinn Penal Code and the Commissioner shall be deemed to be a civil 45 ofl ~ourt for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedur8, 1973. 2 of 11 (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 fa situated: Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner, the appeal shall lie to the High Court of Punjab and Haryana and such appeal shall be heard and <lisposed 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 amount is due, and, on such payment, the liability of the Company in respect of any cla.im relating to the undertakings of the Company shall stand discharged. 22. (1) If, out of the monies paid to him i'n rel;ition to the undertakings of the Company, there i,s a balance left after meeting the liabilities as specified in the Sche·dule, the Commissioner shall disburse such balance to the Company. (2) Where the possession of any machinery, equipment or other pro­ perty, has vested in the Central Government or the Cement Corporation under this Ordinance, but such machinery, equipment or other pr\1perty docs not belong to the Company, it shall be 12:wful for the Central Govern­ ment or the Cement Corporation to continue to possess suc:h machinery or equipment or other property on the same terms and conditions under which it was possessed by the Company immediately before the ~ppointed day. 23. Any money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the otlice of the Commissioner is finally wound up, shall be transferred by the Commissioner, before his office is finally wound up, 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 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 24. The provisions of this Ordimncc shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this Ordinance, or in :my decree or order of any court, tribunal or other authority. 25. Every contract entered into by the Company in relation to its undertakings, which has vested in the Central Government under section 3, for any service. sale or supply and in force immediately before the a,,po:inted day, shall, on and from the expiry of one hunrlred and eighty days from the appointed day, cease to have effect unless such contract is, before the expiry of that period, ratified, in writing, by the Central Government or the Cement Corporation, where such undertakings have been ve3ted in that Corporation under this Ordinance, and in ratifying such contract, the Central Government or the Cement Corporation may' make such alteration or modification therein as it may think fit: Provirled that the Central Government or the Cement Cor•,oration shall not omit to ratify a contract and shall not make any alteration or modification 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 the Cement Corporation, and (b) except after giving to the parties to the contract a re~sonable oJportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any altera­ tion or modification therein. :w. (J) No suit. prosecution or other legal proceeding shall lie against the Central Government r.r any officer or other employee of that Gov­ ernment or the Cement Corporation or other person authorised by that Government or Corporation for anything which is in good faith done or jntended to be done under this Ordinance. Undis­ bursed or unclaimed amount to be deposit­ ed to the general revenue account. Ordi­ nance to have over­ riding effect. Contracts to cease to have effect un­ less rati­ fied by the Central Govern­ ment or Cement Corpora­ tion. Protection of action taken in good faith. Delega­ tion of powers. Penal­ ties. Offences by com­ panies. (2) No suit or other legal proceeding shall lie against the Central Government or any officer or other employee of that Government or the Cement Corporation or other person authorised by that Government or Corporation for any damage caused or likely to be caused by anything which is in good faith done or intended to be done. 27. (1) The Central Government may, by notification, direct that all or any of the powers exercfsable by it under this Ordinance, other than the powers conferred by this •section, section 30 and section 31, may also be exercised by such person or persons as may be specified in the notifica­ tion. (2) Whenever any delegation of power is made under sub~section (1), the person to whom such power has been clelegated 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 pr()l;_:)erty forming part of any undertakings of the Company, wrongfully with­ holds such property from the Central Government or the Cement Corporation; 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 Govern­ ment or the Cement Corporation or to any person or beidy of persons specified by that Government or the Cement Corporation, as the case may be, any document or inventory relating to the under­ takings of the Company, which may be in his possession, custody or control; or (d) fails to deliver to the Central Government or the Cement Corporation or to any person or body of persons specified by that Government or the Cement Corporation, any assets, books of account, registers or other documents in his possession, custody or control, re­ lating to the undertaki1.1gs of the Company; or (e) wrongfully removes or destroys any property forming 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 may extend to ten thousand rupees, or with both. 29. (1) Where an offence under this Ordinance has been committed by a company, every person who, at the ti'me the offence was committed, was in charge of, and was responsible to, the company, for the conduct of the business of the company, as well -as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly: , -- Provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due dili­ gence 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 cm:rnent 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, 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.-JTor 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. 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 intima­ tion shall be given to the Commissioner under sub-section (3) of 8ection 4; (b) the manner in which the monies in any provident fund or other fund under section 13 shall be dealt with; (c) any other matter which is required to be, or may be, pres­ cribed. (3) Every rule made by the Central Government under this Ordinance sh'all 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 whi'ch 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 modi­ fication in the rule or both Ho·uses 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 c2se may be; so, however, that any such modifi­ cation or annulment shall be without prejudice to the validity of any­ thing previously done under that rule. 31. If any difficulty ari5'f.'S in giving effect to the prov1s10ns of this Ordi'nance, the Central Government may, by order, not inconsistent with the provisions of this Ordinance, remove the difficulty: Provided that no such order shall be m~de after the expiry of a period of two years from the appointed day. Power to make rules. Power to remove difficul­ ties. THE SCHEDULE OHDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY Category I- (a) Wages, salaries and other duer. payable to the employees of the Company. (b) Deductions made from the salaries and wages of the employees for provident fund, ESI contribution, premium relating to LIC or for any other purposes. (c) Arrears in relation to contributions to be made by the Company to the provident fund and under the Employees' State Insurance Act, 1948 and also •under any other law for the time being in force providing for such contributions. Catergory II- Principal amount of loans advanced by­ (i) Central Government; (ii) State Government; (iii) Banks and fina.ncial institutions; (iv) Any other sources. Category III-- ( a) Any credits availed of by the ComP'any £or the purpose of carrying on any trading or manufacturing operations. (b) Any dues of State Electricity Boards or other Government or semi-Government institutions against supply of goods or services. (c) Arrears of interest cm loans and advances. Category IV- ( a) Revenue, taxes, cesses, rates or other dues to Central Gova ernment, State Government and local authorities. (b) Any other dues. N. SANJIVA REDDY, President. A. K. SRINIVASAMURTHY, Joint Secy. to the Govt. of India.