The Hooghly Docking and Engineering Company Limited (Acquisition and Transfer of Undertaking) Ordinance, 1984

arnr~ EXTRAORDINARY m1T Il-51111 PART II-Section 1 snf~ i ~ PUBLISHED BY AUTHORITY «O 56) ,;if~~l-ft, ~~•Ptf'~•fff,~~ 28, 1984/~~·,, 71 1906 (~lli') No' 56) NEW DELHI, THURSDAY, JUNE 28, I984/ASADHA 7, I906 (SAKA) ft mq if~~~ ql ;mm t ~hi~~·~ c6 ~ if ~ · ~ ~ ' Separate paging is given to tbis Part in order that it may be filed as a separate compilation ========= ==========-·= ·- ·--· ---- ---"------- MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS (Legislative Department) New Delhi, the 28th June, 1984/ As¥,ha 7, 19'06 (Sak<L) THE HOOGHLY.DQCKING.ANO-.ENGJNFFR ING < 'OMPANY LIMITED _..(ACQJJJSIIJQN .. AN.D .. TRANS~]~_R. C)F UNDER- 1:!\lfINGSLORDINANCE, 1984 No. 7 OF 1984 Promulgated by the President in the Thirty-fifth Year of the Republic of India. An Ordinance to provide for the acquisition and transfer of the undertakings of the Hooghly Docking and Engineering Company Limited with a view to securing the better utilisation of the avail­ able infrastructure thereof to modernise and increase the capacity for shipbuilding and ship repairing so as to reduce the import of ships, vessels and craft and to augment the production of grey iron, non-ferrous and alloy castings by the said undertakings so as to suhserve the interests of the general public by ensuring the continued supply of the said articles which are essential to the needs of the economy of the country, and for matters connected therewith and incidental thereto. WHEREAS the Hooghly Docking and Engineering Company Limited is, through its undertakings, engaged in shipbuilding, ship repairing, general engineering and other activities; AND WHEREAS the Company has the capacity and infrastructure to effect an increase in the country's capacity to manufacture ships and other vessels and craft; AND WHEREAS an incraase in the producti,on of such vessels and craft wou;d reduce the need of the country to make . imports of such vessels and craft and would thereby enable the country to save foreign exchan~; Short title and com­ mencement. AND WHEREAS the Company is also engaged in the production of grey iron, non-ferrous and alloy castings which are essential to the needs of the economy of the country; AND WHEREAS the Company had been suffering heavy losses for a number of years mainly due to lack ,of fresh investment and moderni­ sation; AND WHEREAS further investment of substantial sums of . money is needed to run and modernise the undertakings of the Company: but in view of the serious adverse financial condition of the Company it is not in a position to secure such investment; AND WHEREAS the liquidation ,of the Company, by reason of its imthility to pay its debts, would prejudicially affect the country's capacity to manufacture such ships, vessels and craft and would there­ by be prejudicial to the public interest; AND WHEREAS in view of the position aforesaid it is necessary to acquire the undertakings of, the said Company to enable the Central Government to make necessary inves,tments for securing the prioper utilisation of the available facilities for shipbuilding and ship repair­ ing (including the production of vessels and craft) and also for the production of grey iron, non-ferrous and aUoy castings which are essential to the needs of the economy of the country; AND WHEREAS Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take immediate action; Now, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 of the Constitution, the President is pleased to promul­ gate the following Ordinance:- C:RAPTER I PRELIMJN ARY 1. (1) This Ordinance may he called the Engineering Company Limited (Acquisition takings) Ordinance, 1984. (2) It shall come into force at once. Hooghly Docking and and Transfer of Under- (2) All properties as aforesaid which have vested in the Centiral 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, tribunal or other authority restricting the use of such properties in any manner shall be deemed to have been withdrawn. (3) Every mortagagee 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 per­ son holding any charge, lien or other interest in, or in relation to, any such ·property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage money or other dues, in whole or in part, out of the amount specified in section 8 and also out of the amount determined under section 9', but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the Central Government. (5) Any licence or other instrument granted to the Company in relation to any undertaking which has vested in the Cent-ral Government under section 3, at any time before the appointed day and in force im­ mediately 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 undertaking under section 5, in an existing Government company, or under section fi, in a new Government company, the existing, or new, Government company, as the case may be,· shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted to such existing, or new, Government company and such existing, or new, Government company shall hold it for the remainder of the period for which the company would have held it under the terms thereof. (6) If, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any property which has vested in the Central Government under section 3, instituted or preferred by or against the Company is pendine-, the same shall not abate, be discontinued or be, in any vrny, preiudicially affected by reason of the transfer of the under­ taking's of the Company or of anvthing contained in this Ordinance, but the suit, appeal or other proceedinrt may be continued, prosecuted or enforced hy or against the Central Government, or, where the undertak­ ings of the Company are directed under section 5, to vest in an existing Government company or become transferred by virtue of the provisions of section 6 to a new Government company, by or against such Govern­ ment company. 5. (1) Notwithstanding anything contained in sections 3 and 4, and subject to the provisions of section 6,, the Central Government may, if it is satisfied that an t-'xisting 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 undertakings of the Company, and the 1right, 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 that existing Government company either on the date of publica­ tion 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 undertakings vest, under sub-section (1), in an existing Government company, that Government company shall, on and from the date of such vesting be deemed to have become, and until the transfer of the under­ takings by virtue of the provisions of section 6, to a new Government company, be deemed to be, the owner in relation to such undertakings and the rights and liabilities of the Central Government in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become, and until the date of such transfer, he deemed to be, the rights and liabilities, respectively, of that existing Government company. 6. (1) Notwithstanding anything contained in sections 3 and 4, where the undertakings of the Company have been directed, under sub-section (1) of section 5, to vest in an existing Government company, the Central Government may, if it is satisfied that a new Government company ls willing to comply, or has: complied, with such terms and conditions as that Government may think fit to impose, declare, by notification, that the undertakings of the Company be transferred to that new Government company; and on the issue of such declaration, the right, title and interest 0f the Company in relation to its undertakings, which had been directed under sub-section (,1) of section 5 to vest in an existing Government company, shall, instead of continuing to vest in that existing Government company, vest in that new Government company with effect from the date on which such declaration is made. (2) Where the right, title and interest of the existing Government company in relatior. to the undertakings of the Company vest under sub­ section (1) in a new Government company, that new Government company shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings and the rights and liabilities of the existing Government company in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become the rights and liabilities, respectively, of that new Government company. 7. (1) Every liability, other than the liability specified in sub-section (2). of the Company in respect of any period 11rior to the appointed day, sha]J be the liability of the Company and shall be enforceable against it, and not against the Central Government, or where the undertakimrs of the Company vest in an existing, or a new, Government company, ag;inst such Government company. (2) Any liability arising in respect of advances from customers for shipbuilding and non-shipbuilding orders shall, on and from the appointed day, be the liability of the Central Government or of the existing, or new, Power of Central Govern­ ment to direct vesting of the under­ takings of the Com­ pany in an existing Govern­ ment company. Transfer of under­ takings of the Com. parry from an exist• ing Gov­ ernment company to a new Govern­ mentcom­ pany. Company to be liable for certain prior liabilities. Payment of amount. Payme,nt of further amo-unt . Government company aforesaid, and shall he disicharged by that Govern­ ment or, as the case may be, the existing, or new, Government company. (3) For the removal of doubts, it is hereby declared that- (a) save as otherwise expressly provided in this Ordinance no liability of the Company in relation to its undertakings, in res~ect of any period prior to the appointed day, shall be enforceable against the Central Government, or where the undertakings of the Company vest in an existing, or a new, Governmen t company, against such Government company; (b) no award, decree or order of any court, tribunal or other authority in relat ion to the undertakings of the Company, ·passed on or after the appointed day in respect of any matter, claim or dispute, which arose before that day, shall be enforceable against the Central Government, or where the undertakings of the Company vest in an existing, or a new, Government company, against such Government company; (c) no liability incurr,ed by the Company before the appointed day for the contravention of any provision of law for the t ime being in for,ce shall be enforceable against the Central Government, or where the undertakings of the C'ompany vest in an existing, or a new, Government company, against such Government company. CHAPTER III PAYMENT 01'' AMOUNTS 8. For the ·transfer to, and vesting in, the Central Government, under section '3, of the undertaking of the Company and the right, t itle and interest of the Company in relation to its undertakings, there shall be paid by the Central Government to the Company, in cash, and in the manner pecified in Chapter VI', an amount of rupees six hundred and fifty lakhs. 9. (1) The amount specified in section 8i shall carry simple interest at the rate of four per cen.t. per annum for the peripd commencing on the appoin:t,ed day and ending on the date on . which payment of such amount is m ade by the Central Government to the Commissioner. (2) The amount determined in a,ccordance with the prov1s10ns of sub-'Sec''.ion (1) shall be paid by the Central Government to the Com­ pany in addition to the amount specified in section 8. (3) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to its urtdertakings which have ves·ted in the Central Government under section 3, shall be discharged from the amount referred ;to in section 8, and also from the amount determined under sub-,se1ction (1) in accordance with the rights and interests of the creditors of the Company. rof 1956, ~f 1956. 2. In this Ordinance, unless the context otherwise requires,- (a) "appointed day" means the date of commencement of this Ordinance; (li) ''Commissioner" means the Commissioner of Payments appointed under section 15; (c) "Company" means the· Hooghly Docking and Engineering Company Limited, being a company as defined in the Companies Act, 1956, and having its registered office at 12, Mission Row, Calcutta-700001; (d) ''existing Government company" means a Government company which is carrying on business on the appointed day; (e) "new Government company" means a Government com­ pany formed and registered on or after the appointed day; (f) "notification" m.eans a notification published in the Official Gazette; (g) ''presciribed" means prescribed by rules made under this Ordinance; (h) "specified date", in relation to any prov1s10n of this Ordi­ nance, means such date as the Central Government may, by notifi­ cation, specify for the purposes of that provision and different dates may be specified for different provisions of this Ordinance; (i) words and expressions used herein and not defined but de­ fined in the Companies Act, 1956, shall have the meanings. respecti­ vely, assigned to them in that Act. CHAPTER II ACQUISITION AND TRANSFER OF Til-1:E UNDERTAKINGS OF THE COMPANY 3. On the appointed day, the undertakings of the Company, and the right, title and interest of the Company in relation to its undertakings, shall, by virtue of this Ordinance, stand, transferred to, and vested in, 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, 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 all other documents of whatever nature relating thereto. Definitions. Transfer to, and vesting in, the Central Govern­ ment of the undertak­ ings of the Company, General effect of vesting. CHAPTER IV MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE CiOMPANY 10. The g•enera1 superintendence, direction, control and management of the affairs and business of the undertakings of the Company, the right, title and interest in rela•tion to which have vested in the Central Gov­ ernment under section 3, shan,- (a) where a direction has been made by the Central Government under sub-section (1) of sec::ion 5, vest, on and from the date specified in such direction, in the existing Government company specified therein; or (b) where a declaration has been made under sub-section (1) of section 6:, vest, on and from the da:te of such declaration, in the new Government company specified therein, and thereupon the existing, or new, Government company, as the case may be, shall be entitled to exercise, to the exclusion of all other per­ sons, all such powers and do, all such things as the Company is autho­ rised to exercise and do in relation to the undertakings owned by it. Manage­ ment, etc., oftihe under­ takings of the Company, 11. (1) On the ves1ting of the management of the undertakings of Duty of the Company in the ,existing, or new, Government company, all persons persons in in charge of the management of the undertakings of the Company charge of immediately before such ves1cing, shall be bound to deliver to such ::::~r Government company, all assets, books of account, registers and other .the under­ documents in their custody relating to ,the undertakings of the Company. takingsof (2) The Central Government may issue s1Uch directions as it may deem desirable in the circumstances of the case to the existing, or new, Government company and such Government company 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. rz. (1) Any person who has, on the appointed day, in his possession or under his control, any assets, books, documents or other papers rela­ ting to any nf the undertakings owned by the Company, which have vested in the Central Government or in the existing, or new, Government company under this Ordinance, and which 'belong to the Company or would have so belonged, if Lhe undertakings owned by the Company had not ves,ted in the Central Government or such Government company, shall be liable to account for the said assets, books, documents and other papers to the Central Government or the Government company and shall deliver them up to the Central Government or the Government company or to such person or persons as the Central Government or the Govern­ ment company may specify in this behalf. (2) The Central Government may take or cause to be taken all neces­ sar! steps for securing possession of the undertakings of the Company which have vested in it under section 3. (8) The Company shall, within such period as the Central Govern­ ment may allow in this behalf, furnish to that Government a complete the Com- pany to, deliver aJ.l ass•ets, etc. Duty of persons to account for assets, etc., in their possession. ing Contin­ uance of employees. inventory of all its properties and assets, as on the appointed day, per­ taining to the undertakings which have vested in the C~mtral Govern­ ment under section 3, and, for this purpose, the Central Government or the existing, or new, Government company shall afford to the Company all reasonable facilities. CHAPTER V PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY 13. (J) Every person who has been, immediately before the ap­ pointed day, employed in any of the undertakings of the Company shall become,- (a) on and from the appointed day, an employee of the Central Government; and (b) where the undertakings of the Company are vested in an! existing, or a new, Government company, an employee of that com­ pany on and from the date of such vesting, and shall hold office or service under the Central Government ,or thel ex:isting, o,r new, Government companr, as the case may be, with th~ same rights and privileges as to pension, gratuity and other matters a~ would have been admissible to him if there had been no such vesting and shall continue tu do so unless and until his employment under th~ Central Government or the existing, or new, Government company, as the case may be, is duly terminated or until his r-.'!muneration and other conditions of service are duly ~ltered by the Central Government or the existing, or new, Goverr\'llent company, as the case may be:'. Provided that, unless any extension of service is granted to such person after the appointed day in accordance with the rules in that behalf in force for the time being, such person shall retire compul~ sori:y from the service of the Central Government or the existing, or new, Government company, as the case may be,- (a) where he has attained or attains the age of fifty-eight years before, or on, or within a period of three months from, the appointed day, on the date of expiry of the said period of three; months or on the date on which he shall retire compulsorily from. service in accordance with the conditions bf service applicable to: him immediately before the appointed day, whichever date is earlier; (b) in any other case, on his 8;ttaining the age of fifty-eight years. (2) Notwithstanding anything contained in the Industrial Disput- es Act, 19'47, or in any other • law for the time being in force, the 14 of 1947,~ transfer of the services of any officer or other person employed in an~ undertaking of the Company to the Central Government or the exist; , or new, Government company shall not entitle such officer or other employee to any compensation under this Ordinance or under any. other law for the time being in force and no such claim shall be enter~ tained by any court, tribunal or other authority. 14. (1) Where the Company has established a provident fund, superannuation fund, welfare fund 1..1r any other fund for the benefit of the persons employed in any of the undertakings of the Compaqy, 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 existing, or new, Government company, shall, out uf the monies standing, on the appointed day, to the credit of such provident fund, superannuation fund, welfare fund or other fund; stand transferred to, and shall vest in, the Central Government 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 existing, or new, Government com­ pany, as the case may be, shall be dealt with by that Government or that company in such manner as may be prescribed. CHAPTER VI COMMISSIONER OF PAYMENTS 15. (1) The Central Government shall, for the purpose of disbursing the amounts payable to the Company under sections. 8 and 9, by notifica­ tion, appoint a Commissioner of Payments. (2) The Central Government may appoint such other persons as it may think fit to assist the Commissioner and thereupon the Commissioner may authorise one or more of such persons also to exercise all or any of the powers exercisable by him under this Ordinance and different per­ sons tnay 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 con­ ferred on that p~rson directly by this Ordinance and not by way of authorisation. (4) The salaries and allowances of the Commissioner and other persons appointed under this section shall be defrayed out of the Consoli­ dated Fund of India . Provident fund and other funds. Appoint­ ment .of Commis­ sioner of Payments. 16. (1) The Central Government shall, within thirty days from the Payment specified date, pay in cash to the Commissioner, for payment to the by the Company- Ce,ntral Govern­ (a) an amount equal to the amount specified in section 8, and (b) an amount equal to the amount payable to the Company under section 9. (2) A deposit account shall be opened by the Central Government in favour of the Commissioner, in the Public Account of India, and every amount paid under this Ordinance to the Commissioner shall be 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 payment has been made to him under this Ordinance. ment to the Commis­ sioner. Certain powers of the Central Govern­ ment or the Govern­ ment company, Claims to bc made to the Commis­ sioner. Priority of claims. Examina­ tion of claims. (LJ:) 'l'ne interest uccrumg on the amount standing to the credit of the depo::;1t a..;count reierrect rn m suo-section l~) sna11 enure to me benent 01, cne Company. l'i. (1) Central Government or the exisrmg, or new, Government e:ornpany, as 1,ne case rnay be, snall be entnled LO receive up to tne speci­ ueu ume, to UK· exuus1vt1 or all 0l.,i1er persons, any rnoney cme to tne' Company, 1n re1at1on lO lt.s unaertakings wmcn have vested m the Central L,overnrnent or such_ uovernment company, and realised atter the appointed aay, n0Lw1thstanctmg tnat the rea11sa t1on pertains to a period prwr to the appomtect ctay. l2) The Cerrcral Government or the existing, or new, Government company, as the case may oe, may make a claim to the Commissioner witn regard to every payment made by that Government or Government com­ pany, after ·che appomted day for discharging any liability of the Company m re:ation to any period prior to the appoimed ctay; and every such claim shall have prionty in accordance with tne priorities attaching; under this Ordinance, to the matter in relation to which such liability has been dis­ charged by the Central Government or the Government company. (3) Save as otherwise provided in this Ordinance, the liabilities of the Company in· respect of any transadion prior ,,o the appointed day, which have not been discharged on or before the specified date, shall be the liabilities of the Company. 18. (1) Every person having a claim against the• Company wi1th regard to any of the matters specified in the Schedule pertaining to the under­ takings of 1the Company shall prefer such claim before the Commissioner within thirty days from the specified date: Provided that if the Commisione:r is satisfied tha,t the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty ·days and not thereafter. 19. (1) The claims made under section 18 shall have priorhies in accordance with the following principles, nam':!ly: - (a) Category I shall have precedence over all other categories and Category II s·hall have precedence over Category Ill, and so on; (b) the claims specified jn each of the categories shall rank equally and be paid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proportions and be paid accordingly; and (c) the question of discharging any liability with regard to a matter specified in a lower category shall arise only . if a surplus is left after meeting all the liabilities specified in the immediately higher category. 20. (1) On ,receipt of the claims made under section 18, the Commissioner shall arrange the claims in the order ,of priorities speci­ fied in the Schedule and examine the same in accordance with such order of priorities. (2) If, on examination of the claims, the Commissioner is of opm10n 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. 21.. (J) After examining the claims with reference to the priori­ ties set out in the Schedule, the Commissioner shall fix a certain date on or before whkh every claimant shall file the proof of his claim. (.2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any daily newspaper in such regional langu-, age as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Com­ missioner within the period specified in the advertisement. (3) Every claimant who fails to file the proof of his claim within the time spe.::ified by the Commissioner shaH be excluded from the dis­ bursements made by the Commissioner. as may, in an opportu­ a reasonable or reject the ( 4) The Commissioner shall, after such investigation his opinion, be necessary and dter giving the Company nity of refuting the claim and after giving the claimant opportunity of being heard, by order in writing, admit 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 shal1. for the purpose of making an investigation under this Ordinance, have the same powers as are vested in a civil court under the Code of Civil Procedure, 1908, while trying a suit, in respect of the following matters, namely:- (a) the summoning and enforcing the attendance of any witness and examining him on oath; (b) the discovery and production oJ any document or other material object producible as evidence; (c) the reception of evidence on affidavits; ( d) the issuing of any commission for the examination of witnesses. (6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the Indian Penal Code and the Commissioner shall be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure, 1973. (7) A claimant, who is dissatisfied with the decision of the Com­ missioner, may prefer an appeal against the decision to the principal civil court of original jurisdiction within the local limits of whose ,jurisdiction the registered office of the Company is situated: Admission or re­ jection of claims. Disburse­ ment of money by the Com­ mis-,ioner to claimants. Disburse­ ment of amounts to the Company. Undis­ bursed or un­ claimed amount to be deposited to the general revenue account. Ordinance to have overriding effect. Contracts to cease to have effect unless ratified by Central Govern­ ment or the Govern_ ment company. 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 exercising jurisdiction over the place in which the registered office of the Company is situated and such appeal shall be heard and disposed of by not less than two Judges of that High Court. 2,2. After admitting a claim under this Ordinance, the amount due in respect of such claim shall be paid by the Commissioner to the per­ son or persons to whom such amount is due, and on such payment, the liability of the Company in respect of such clairn shall stand discharged. 23- (1) If, out of the monies paid to him in relation to the under­ takings of the Company, there is a balance left after meeting the liabi­ lities as specified in the Schedule, the Commissioner shall disburse such balance to the Company. (2) Where the possession of any machinery, equipment or other property has vested in the Central Government or the existing, or new, Government company under this Ordinance, but such machinery, equip­ ment or other property does not b9long to the Company, it shall be lawful for the Central Government or the existing, or new, Govern­ ment company to continue to possess such machinery or equipment or other property on the same terms and conditions under which they • were JJossessed by the Company immediately before the appointed day. 24. Anv money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the of1ice of the Ccn1missioner is finally wound up, shall be t,ransferred by the Comn~issioner, before his office is finally wound up, to the gene­ ral 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, and the order, if any, for payment of the claim, being treated as an order for the refund of revenue. CHAPTER VII M'i\saE LLANEOUS 25. The provisions of this Ordinance shall have eff:?ct notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effent bv virtue of any law, other than this Ordinance or in any decree or o,::l?r of any court, tribunal or other authority. 26. 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 anpointed day, shall, on and from the expiry of one hundred and eighty davs from the annoint<2d dav, cease to have effect unless such contract is, before the exnirv of that p2riod, ratified, in writing, by the Central Government or the existing, or new, Government company, in which such undertakings have been vested under this Ordinance, and in ,ratifying such contract, the Central Government or the Government company may make such alteration or modification therein as it may think fi.t; Provided that the Central Government or such Government company shall not omit to ratify a contract and shall not make any alteration or modification in a contract- (a) unless it is 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; and (b) except after giving to the parties to the contract a reason­ ab~e opportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification therein. 27. (1) No suit, prosecution or other legal proceeding shall lie against the Central Government or any officer or other employee of that Govern­ ment or the existing, or new Government company or other person authorised by the Central Government or the Government company for anything which is in good faith done or intended to be done under this Ordinance. (2) No suit or other legal proceeding shall lie against the Central Government or any of its officers or other employees or the existing, or new, Government company or other person authorised by the Central Government or the Government company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this Ordinance. 28. (1) The Central Government may, by notification, direct that all or any of the powers exercisable by it under this Ordinance, other than the powers conferred by this section, section 31 and section 32, may also be exercised by such person or persons as may be specified in the notification. (2) Whenever any delegation of power is made under sub-section (1). the person to whom such power has been de1 egated shall a('.t under the direction, control and supervision of the Central Government. 29. Any person who,- ( a) having in his possession, custody or control any property forming part of the undertakings of the Company, wrongfully with­ holds such property from the Central Government or the existing, or new, Government company; or - (b) wrongfu1ly obtains possession of, or retains, any property forming part of the undertakings of the Company; or (c) wilfully withholds or fails to furnish to the Central Gov­ ernment or the existing, or new, Government company or any per­ son or body of persons specified by that Government or the Gov­ ernment company, as the case may be, any document relating to the undertakings of the Company, which may be in his possession, custody or oontrol; or (d) fails to deliver to the Central Government or the existing, or new, Government company or to any person or body of persons specified by that Government or the Government company, any Protection of action taken in good faith. Delegation of powers. Penalties. Offences by com­ panies. Power to make rules. assets, books of account, registers or other documents in his posses­ sion, custody or control, rc1ating to the undertakings of the Company; . / (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 be'ieve to be false or grossly inaccurate, sha]l be punishable with impr isonment for a term which may extend to twn years, or with fine which may extend to ten. thousand rupees, or with both. 3'0. (1) Where an offo nce under this Ordinance has been committed by a company, every person who, at the time the offence was committed, · was in charge of, and was r esponsible 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 ,,nd punished accordingly : . Provided that nothing contained in this sub-section shall render any such person '. iable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercisd all due dili­ gence fo prevent the commission of such offence. (2) Notwithstanding anything contained in sub-section (1), .where any offence under this Ordinance has been committed by a company • and it is proved that the offence has been committed with the consent or connivan:'.e ·of , or is attributable to any neglect on the part of, any director, man <1 ger, secretary or other officer of the company, such direc­ tor , manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly. Ex planation.-For the purposes of this section,- ( a,) "company" means any body corporate and includes a firm or other association of individuals; and (b) "director", in re' ation to a firm , means a partner in the firm. 31 . (1) The Central Government may , by notification, make rules for carrying out the pr .. wisions of thi s Ordinance. (2) In particular, and without prejudice to the generality of he fore­ going power, such rules may provide for all or any of the follo~ing 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 4; (b) the manner in which the monies in any provident fund or other fund under section 14 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 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 ill 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 or no effect as the case may be; so, however, that any such modification or annulment shall be without prejudice to the vaiidity of anything previously done under that rule. 32. If any difficulty arises in giving effect to the prov1s10ns of this Power to Ordinance the Central Government may, by order, not inconsistent with remove difficul• 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 appointed day. THE SCHEDULE (See sections 18, 20, 21 and 23) 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, Employee:,' State Insurance Fund, Life Insurance Corporation premium and any other arrear under any law for the time being in force. Category II- Loans and interests for which Government of India have given guarantees to the public financial institutions. Category Ill- Secured loans ·with interest advanced by-­ (a) public financial institutions; (b) banks. Cateaory IV­ Statutory dues. ties.