AMRITSAR OIL WORKS (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT 1982

THE AMRITSAROIL WORKS (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT, 1982

ACT No. 50 OF 1982

19thOctober, 1982

An Act to provide for the acquisition and transfer of the right,title and interest of the undertakings of the Amritsar Sugar Mills Company inrelation to the Amritsar Oil Works with a view to sustaining and strengtheningthe nucleus of public owned or controlled units required for ensuring supply ofwholesome vanaspathi an refined edible oils to the public at reasonable pricesand thereby to give effect to the policy of the State towards securing theprinciples specified in clauses (b) and (c) of article 39 of the Constitution.

WHEREAS the Amritsar SugarMills Company has through its undertakings, namely the factory known as theAmritsar Oil Works, Amritsar been engaged in the manufacture and production ofcertain commodities, namely, vanaspathi and refined edible oils, which areessential to the needs of the community;

And WHEREAS the management ofthe said Amritsar Oil Works was taken over by the Central Government under theIndustries (Development and Regulation) Act, 1951;

AND WHEREAS it is necessary toacquire the undertakings of the Amritsar Sugar Mills Company in relation to thesaid Amritsar Oil Works for sustaining and strengthening the nucleus of publicowned or controlled units required for ensuring supply of wholesome vanaspatiand refined edible oils to the public at reasonable prices.

AND WHEREAS such acquisition isfor giving effect to the policy of the State towards securing the principlesspecified in clauses (b) and (c) of article 39 of the Constitution;

BE it enacted by Parliament inthe Thirty–third Year of the Republicof India as follows: –

CHAPTER I

PRELIMINARY

1.Short title: This Act may be called theAmritsar Oil Works (Acquisition and Transfer of Undertakings) Act, 1982.

2.Definations: In this Act, unless the context otherwise requires,—

(a) "Amritsar OilWorks" means the undertakings of the Amritsar Sugar Mills Company whichare engaged in the manufacture, production and marketing of vanaspati andrefined edible oils;

(b) "Amritsar Sugar MillsCompany" means the Amritsar Sugar Mills Company Limited, Amritsar, acompany within the meaning of the Companies Act, 1956 (1 of 1956) , and havingits registered office at P.O. Rayon Mills, Chheharta, Amritsar, in theState of Punjab;

(c) "appointedday" means the date of commencement of this Act;

(d) "Commissioner"means the Commissioner of Payments appointed under section 14;

(e) "date of takingover" means the date on which the management of the Amritsar Oil Works ofthe Amritsar Sugar Mills Company was taken over by the Board of Management byvirtue of the Order of the Government of India in the late Ministry ofIndustrial Development, No.S.O.542/18AA/IDRA/74, date the 13th September, 1974,made under sub–section (1) of section 18AA of the Industries(Development and Regulation) Act, 1951(65 of 1951);

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

(g) "prescribed"means prescribed by rules made under this Act;

(h) "specified date",in relation to any provision of this Act, means such date as the CentralGovernment may, by notification, specify for the purpose of that provision anddifferent dates may be specified for different provisions of this Act;

(i) "theGovernment company" means the Government company in which the Amritsar OilWorks are directed to vest under sub–section (1) of section 5;

(j) wordsand expressions used herein and not defined but defined in the Companies Act,1956 (1 of 1956), have the meanings, respectively, assigned to them in thatAct.

CHAPTER II

ACQUISITION AND TRANSFER OF AMRITSAROIL WORKS

3.Transfer to, and vesting in, theCentral Government of AmritsarOil Works: On the appointed day, theAmritsar Oil Works and the right, title and interest of the Amritsar SugarMills Company in relation to the Amritsar Oil Works shall, by virtue of thisAct, stand transferred to, and shall vest in, the Central Government.

4.General effect of vesting: (1) The Amritsar Oil Worksshall be deemed to include all assets, rights, lease–holds, powersauthorities and privileges and all property, movable and immovable, includinglands, buildings, workshops, stores, interments, machinery and equipment, cashbalances, cash in hand, reserve funds, investments and book debts pertaining tothe Amritsar Oil Works, and all other rights and interests in, or arising outof, such property as were immediately before the appointed day in theownership, possession, power or control of the Amritsar Sugar Mills Company, inrelation to the Amritsar Oil Works, whether within or outside India, and allbooks of account, registers and other documents of whatever nature relatingthereto.

(2) All properties as aforesaidwhich have vested in the Central Government under section 3 shall, by force ofsuch vesting, be freed and discharged from any trust, obligation, mortgage,charge, lien and all other incumbrances affecting them, and any attachment,injunction or decree or order of any court or other authority, restricting theuse of such properties in any manner or appointing any receiver in respect ofthe whole or any part of such properties shall be deemed to have been withdrawn.

(3) Every mortgagee of anyproperty which has vested under this Act in the Central Government and everyperson holding any charge, lien or other interest inn, or in relation to, anysuch property shall give, within such time and in such manner as may beprescribed, an intimation to the Commissioner of suchmortgage, charge, lien or other interest.

(4) For the removal of doubts,it is hereby declared that the mortgagee of any property referred to in sub–section(3) or any other person holding any charge, lien or other interest in, or inrelation, to any such property shall be entitled to claim, in accordance withhis rights and interests, payment of ht mortgagee money or other dues, in wholeor in part, out of amounts specified in section 7, but no such mortgage,charge, lien or other interest shall be enforceable against any property whichhas vested in the Central Government.

(5) Any licence or otherinstrument granted to the Amritsar Sugar Mills Company in relation to theAmritsar Oil Works which has vested in the Central Government under section 3at any time before the appointed day and in force immediately before that dayshall continued to be in force on and after such day in accordance with itstenor in relation to, and for the purposes of, the Amritsar Oil Works, and onand from the date of vesting of the Amritsar Oil Works, under section 5 in aGovernment company, that Government company shall be deemed to be substitutedin such licence or other instrument as if such licence or other instrument hadbeen granted to that Government company and that Government company shall holdit for the remainder of the period for which the Amritsar Sugar Mills Companyto which it was granted would have held it under the terms thereof.

(6) If, on the appointed dayany suit, appeal or other proceeding of whatever nature instituted or preferredby or against the Amritsar Sugar Mills Company in relation the Amritsar OilWorks, is pending, the same shall not abate, be discontinued or be, in any way,prejudicially, affected by reason of the transfer of the Amritsar Oil Works orof any thing contained in this Act, but the suit, appeal or other proceedingmay be continued, prosecuted or enforced by or against the Central Governmentor Where the Amritsar Oil Works are directed to vest in a Government companyunder section 5, by or against the Government company.

5.Power of Central Governmentto direct vesting of the Amritsar Oil Works in a Government company: (1) Notwithstanding anythingcontained in sections 3 and 4, the Central Government may, if it is satisfiedthat a Government company is willing to company, or has complied, with suchterms and conditions as that Government may think fit to impose, direct, bynotification, that the Amritsar Oil Works and the right, title and interest ofthe Amritsar Sugar Mills Company in relation to the Amritsar Oil Works whichhave vested in the Central Government under section 3, shall, instead ofcontinuing to vest in the Central Government, vest in that Government companyeither on the date of the notification or on such earlier or later date (notbeing a date earlier than the appointed day) as may be specified in thenotification.

(2) Where the right, title andinterest in relation to the Amritsar Oil Works vest in a Government companyunder sub–section (1), the Government company shall, on and from the dateof such vesting, be deemed to have become the owner of the Amritsar Oil Worksand all the rights and liabilities of the Central Government in relation toAmritsar Oil Works shall, on and from the date so such vesting, be deemed tohave been the rights and liabilities, respectively, of the Government company.

6.The Amritsar Sugar Mills Companyto be liable for certain prior liabilities: (1) very liability, other than the liabilityspecified under sub–section (2), of the Amritsar Sugar Mills Company inrelation to the Amritsar Oil Works in respect of any period prior to theappointed day shall be the liability of the Amritsar Sugar Mills Company andshall be enforceable against it and not against the Central Government company,against the Government company.

(2) Any liability in respect ofthe amount advanced after the date of taking of to the Amritsar Sugar MillsCompany in relation to the Amritsar Oil Works together with interest duethereon and the wages salaries and other dues of persons employed in theAmritsar Oil Works in respect of any period after the date of taking overshall, on and from the appointed day, be the liability of the CentralGovernment and shall be discharged by the Central Government or, for and onbehalf of that Government, by the Government company as and when repayment ofsuch amount becomes due or as and when such wages, salaries and other duesbecome due and payable.

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

(a) save as otherwise expresslyprovided in this section or in any other section of this Act, no liability,other than the liability specified in sub–section (2), of the AmritsarSugar Mills Company in relation to the Amritsar Oil Works in respect of aperiod prior to the appointed day shall be enforceable against the CentralGovernment or the Government company, as the case may be:

(b) no award, decree or orderof any court, tribunal or other authority in relation to the Amritsar OilWorks, passed after the appointed day, in respect of any matter, claim ordispute in relation to nay matter, not being a matter referred to in sub–section(2) which arose before that date shall be enforceable against the CentralGovernment or the Government company, as the case may be;

(c) noliability incurred by the Amritsar Sugar Mills Company before the Appointedday, for the contravention, in relation to the Amritsar Oil Works, of anyprovision of law for the time being in force, shall be enforceable against theCentral Government or the Government company, as the case may be.

CHAPTER III

PAYMENT OF AMOUNT

7.Payment of amount: (1) For the transfer to, andvesting in, the Central Government, under section 3 of the Amritsar Oil Worksand the right title and interest of the Amritsar Sugar Mills Company inrelation to that Works, there shall be given by the Central Government to theAmritsar Sugar Mills Company, in cash and in the manner specified in ChapterVI, an amount equal to a sum of sixty–four lakhs, forty–eightthousand, nine hundred and forty–four rupees and sixty–fivepaise.

(2) In addition to the amountspecified in sub–section (1), there shall also be given to the AmritsarSugar Mills Company by the Central Government an amount calculated at the rateof ten thousand rupees per annum for the deprivation of the Amritsar SugarMills Company of the management of its Amritsar Oil Works for the periodcommencing on the date of taking over and ending with the appointed day.

(3) The amount specified in sub–section(1) and the amount calculated in accordance with the provisions of sub–section(2) shall carry simple interest at the rate of four percent per annumfor the period commencing on the appointed day and ending on the date on whichpayment of such amount is made by the Central Government to the Commissioner.

CHAPTER IV

MANAGEMENT, ETC; OF AMRITSAROIL WORKS

8.Management, etc; of Amritsar Oil Works: (1) On the appointed day, thegeneral superintendence, direction, control and management of the affairs andbusiness of the Amritsar Oil Works shall,—

(a) where a direction has beenmade by the Central Government under sub–section (1) of section (1) ofsection 5, vest inn the Government company specified in such direction; or

(b) where no such direction hasbeen made by the Central Government, vest in one or more Custodians appointedby the Central Government under sub–section (2), and thereupon theGovernment company so specified or the Custodian or Custodians so appointed, asthe case may be, shall be entitled to exercise, to the exclusion of all otherpersons, all such powers and do all such things as the Amritsar Sugar MillsCompany is authorised or exercise and do in relation to its Amritsar Oil Works.

(2) The Central Government mayappoint one or more individuals or a Government company as the Custodian orCustodians of the Amritsar Oil Works in relation to which no direction has beenmade by it under sub–section (1) of section 5.

(3) The Custodian or Custodiansso appointed shall receive, from the funds of the Amritsar Oil Works, suchremuneration as the Central Government may fix and shall hold office during thepleasure of the Central Government.

(4) The Custodian or Custodiansof the Amritsar Oil Works shall maintain an account of the Amritsar Oil Worksin such form and manner and under such condition as may be prescribed and theprovisions of the Companies Act, 1956, shall apply to the audit of the accountsso maintained as they apply to the audit of the accounts so maintained as theyapply to the audit of the accounts of a company.

9.Duty of persons in charge ofmanagement of Amritsar Oil Works to deliver assets, etc: On the vesting in the CentralGovernment or a Government company of the Amritsar Oil Works, all persons incharge of the management of the Amritsar Oil Works immediately before the dateof such vesting, shall be bound to deliver to the Central Government or theGovernment company or to such person or body of persons as the CentralGovernment or the Government company may specify in this behalf, all assets,books of account, registers or other documents in their custody relating to theAmritsar Oil Works.

10.Duty of persons to accountfor assets etc: (1)Every person who has, on the appointed day, in his possession or under hiscontrol any assts, books, documents or other papers relating to the AmritsarOil Works which has vested in the Central Government or Government companyunder this Act, and which belongs to the Amritsar Sugar Mills Company or wouldhave so belonged if the Amritsar Oil Works had not vested in the CentralGovernment or the Government company, as the case may be, and shall deliverthem up to the Central Government or the Government company or to such personor body of persons as the Central Government or the Government company mayspecify in this behalf.

(2) The Central Government maytake or cause to be taken all necessary steps for securing possession of theAmritsar Oil Works which has vested in it under section 3.

11.Duty of Amritsar Sugar MillsCompany to furnish particulars: The Amritsar Sugar Mills Company shall, within such period as theCentral Government may allow in this behalf, furnish to that Government acomplete inventory of all its properties and assets as on the appointed day,pertaining to the Amritsar Oil Works which has vested in the Central Governmentunder section 3, and for this purpose the Central Government or the Governmentcompany shall afford the Amritsar Sugar Mills Company all reasonablefacilities.

CHAPTER V

PROVISIONS RELATING TO EMPLOYEES OF AMRITSAR OIL WORKS

12.Continuance of employees: (1) Every person who has been,immediately before the appointed day, employed by the Amritsar Sugar MillsCompany in connection with the Amritsar Oil Works shall become,—

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

(b) where the Amritsar OilWorks is directed, under sun–section (1) of section 5, to vest in aGovernment company, an employee of that company on and from the date of suchvesting and shall hold office or service under the Central Government or theGovernment company, as the case may be, with the same rights and privileges asto pension, gratuity and other like matters as would have been admissible tohim if there had been no such vesting and shall continue to do so unless anduntil his employment under the Central Government or the Government or theGovernment company, as the case may be.

(2) Notwithstanding anythingcontained in the Industrial Disputes Act, 1947 (14 of 1947), or in any otherlaw for the time being in force, the transfer of the services of any officer orother person employed in the Amritsar Oil Works to the Central Government orthe Government company shall not entitle such officer or other employee to anycompensation under this Act or any other law for the time being in force and nosuch claim shall be entertained by any court, tribunal or other authority.

13.Provident fund and otherfunds: (1) Where the Amritsar SugarMills Company has established a provident fund, superannuation fund, welfarefund or other fund for the benefit of persons employed in the Amritsar OilWorks the monies relatable to the officers and other employees whose serviceshad become transferred by or under this Act to the Central Government or theGovernment company shall, out of the monies standing on the appointed day, tothe credit of such provident fund, superannuation fund welfare fund or otherfund, stand transferred to, and vest in, the Central Government or theGovernment compare as the case may be.

(2) The monies which standtransferred under sub–section (1) to the Central Government or theGovernment company, as the case may be, shall be dealtwith by that Government or the Government company in such manner as may beprescribed.

CHAPTER VI

COMMISSIONER OF PAYMENTS

14.Appointmentof Commissioner of payments: (1) The Central Government shall, for the purpose of disbursingthe amounts payable under section 7 to the Amritsar Sugar Mills Company, bynotification, appoint a Commissioner of Payments.

(2) The Central Government mayappoint such other persons as it may think fit to assist the Commissioner andthereupon the Commissioner may authorise one or more of such persons also toexercise all or any of the powers exercisable by him under this Act, anddifferent persons may be authorised to exercise different powers.

(3) Any person authorised bythe Commissioner to exercise any of the powers exercisable by the Commissionermay exercise those powers in the same manner and with the same effect as ifthey have been conferred on that person directly by this Act and not by way ofauthorisation.

(4) The salaries and allowancesof the Commissioner and other persons appointed under this section shall bedefrayed out of the Consolidated Fund of India.

15.Payment by the CentralGovernment to the Commissioner:(1) The Central Government shall, within thirty days from thespecified date, pay, in cash, to the Commissioner, for payment to the AmritsarSugar Mills Company, an amount equal to the amounts specified in section 7.

(2) A deposit account shall beopened by the Central Government in favour of the Commissioner in the PublicAccount of India, and every amount paid under this Act to the Commissionershall be deposited by him to the credit of the said deposit account, andthereafter the said deposit account shall be operated by the Commissioner.

(3) Interest accruing on theamount standing to the credit of the deposit account referred to in sub–section(2) shall ensure to the benefit of the Amritsar Sugar Mills Company.

16.Priorityin relation to claims: (1) Every secured debt due from the Amritsar Sugar Mills Companyshall have priority over all other debts and shall be paid in accordance withthe rights and interests of the secured creditors:

Provided that where the secureddebts are due to different creditors by reason of the hypothecation ofdifferent assets to them, such debts shall be repaid in full in accordance withthe rights and interests of such creditors.

(2) Notwithstanding anythingcontained in any other law for the time being in force, there shall be paid inpriority to all other unsecured debts, –

(a) all revenues, taxes,cesses, rates and any other dues payable immediately before the appointed day,to the Central Government, State Governments, local authorities and StateElectricity Boards in relation to the Amritsar Oil Works, as the case may be;

(b) all amounts due in respectof any compensation or liability for compensation under the Workmen’sCompensation Act, 1923 (8 of 1923.), in respect of the death or disablement ofany employee of the Amritsar Sugar Mills Company in relation to the AmritsarOil Works, unless the said Company has, under such a contract with insurers asis mentioned in section 14 of the said Act, rights capable of being transferredto and vested in the workmen;

(c) all sums deducted by theAmritsar Sugar Mills Company from the salary or wages of any employee of theAmritsar Sugar Mills Company in relation to the Amritsar Oil Works for creditto any provident fund or any other fund established for the welfare of theemployees but not deposited to the credit of such funds.

(3) The debts specified in sub–section(2) shall rank equally among themselves and be paid in full, unless the balanceof the amount left after meeting the liabilities referred to in sub–section(1) is insufficient to meet them, in which case they shall abate in equalproportions and be paid accordingly.

17.Claimsto be made to the Commissioner: Every person having a claim against the Amritsar Sugar MillsCompany in relation to the Amritsar Oil Works shall prefer such claim beforethe Commissioner within thirty days from the specified date:

Provided that if theCommissioner is satisfied that the claimant was prevented by sufficient causefrom preferring the claim within the said period of thirty days, he may entertainthe claim within a further period of thirty days, but not thereafter.

18.Proofof claims: (1) The Commissioner shall fixa date on or before which every claimant shall file the proof of his claimfailing which he will be excluded from the benefit of the disbursements made bythe Commissioner.

(2) Not less than fourteendays’ notice of the date so fixed shall be given by advertisement in one issueof any daily newspaper in the English language having circulation in the majorpart of the country and in one issue of any daily newspaper in such regionallanguage as the Commissioner may consider suitable, and every such notice shallcall upon the claimant to file the proof of his claim with the Commissionerwithin the period specified in the advertisement.

(3) Every claimant who fails tofile the proof of his claim within the period specified by the Commissionershall 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 givingthe Amritsar Sugar Mills Company an opportunity of refuting the claim and aftergiving the claimant a reasonable opportunity of being heard, by order, inwriting, admit or reject the claim in whole or in part.

(5) The Commissioner shall havethe power to regulate his own procedure in all matters arising out of thedischarge of his functions, including the place or places at which he will holdhis sittings and shall, for the purpose of making any investigation under thisAct, have the same powers as are vested in a civil court under the Code ofCivil Procedure, 1908 (5 of 1908.), while trying a suit, in respect of thefollowing matters, namely: –

(a) thesummoning and enforcing the attendance of any witness and examining him onoath;

(b) thediscovery and production of any document or other material object producible asevidence;

(c) thereception of evidence on affidavits;

(d) theissuing of any commission for the examination of witnesses.

(6) Any investigation beforethe Commissioner shall be deemed to be a judicial proceeding within the meaningof sections 193 and 228 of the Indian Penal Code (45 of 1860.) and theCommissioner shall be deemed to be a civil court for the purpose of section 195and Chapter XXVI of the Code of Criminal Procedure, 1973(2 of 1974).

(7) A claimant, who isdissatisfied with the decision of the Commissioner, may prefer an appealagainst the decision to the principal civil court of original jurisdictionwithin the local limits of whose jurisdiction the Amritsar Oil Works issituated:

Provided that where a personwho is a Judge of a High Court is appointed to be the Commissioner, such appealshall lie to the High Court of Punjab and Haryana and such appeal shall beheard and disposed of by not less than two Judges of that High Court.

19.Disbursement of money by theCommissioner to claimants: Where, after meeting the claims admitted by him of securedcreditors, and unsecured creditors having priority under sub–section (2)of section 16, the total amount of the claims of other unsecured creditorsadmitted by the Commissioner does not exceed the balance of the amount leftafter meeting the liabilities referred to in sub–sections (1) and (2) ofsection 16, every admitted claim of such other unsecured creditors, shall rankequally among themselves and be paid in full, and the balance, if any, shall bepaid to the Amritsar Sugar Mills Company; but where such amount is insufficientto meet in full the total amount of such admitted claims, all such claims shallabate in equal proportions and be paid accordingly.

20.Undisbursed or unclaimedamount to be deposited to the general revenue account: Any money paid to theCommissioner which remains undisbursed or unclaimed on the date immediatelypreceding the date on which the office of the Commissioner is finally wound up,shall be paid by the Commissioner, before his office is finally wound up to thegeneral revenue account of the Central Government; but a claim to any money sotransferred may be preferred to the Central Government by the person entitledto 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 forthe refund of the revenue.

CHAPTER VII

MISCELLANEOUS

21.Act to have overridingeffect: The provisions of this Actshall have effect notwithstanding anything inconsistent therewith contained inany other law for the time being in force or in any instrument having effect byvirtue of any law, other than this Act, or in any decree or order of any court,tribunal or other authority.

22.Contracts to cease to haveeffect unless ratified by the Central Government or Government company: Every contract, entered intoby the Amritsar Sugar Mills Company in relation to the Amritsar Oil Works whichhave vested in the Central Government under section 3, for any service, sale orsupply and in force immediately before the appointed day, shall, on and fromthe expiry of a period of thirty days from the appointed day, cease to haveeffect unless such contract is, before the expiry of that period, ratified, inwriting, by the Central Government or the Government company and in ratifyingsuch contract the Central Government or the Government company may make suchalternation or modification therein as it may think fit:

Provided that the CentralGovernment or the Government company shall not omit toratify a contract and shall not make any alteration or modification in acontract–

(a) unless it is satisfied thatsuch contract is unduly onerous or has been entered into in bad faith or isdetrimental to the interest of the Central Government or the Governmentcompany; and

(b) exceptafter giving the parties to the contract a reasonable opportunity of beingheard and except after recording in writing its reasons for refusal to ratifythe contract or for making any alternation or modification therein.

23.Penalties:Any person who,–

(a) havingin his possession, custody or control any property forming part of the AmritsarOil Works, wrongfully withholds such property from the Central Government orthe Government company; or

(b) wrongfullyobtained possession of, or retains, any property forming part of, the AmritsarOil Works; or

(c) wilfully withholds or failsto furnish to the Central Government or the Government company or any person orbody of persons specified by that Government or the Government company, as thecase may be, any document relating to the Amritsar Oil Works which may be inhis possession, custody or control; or

(d) wilfullyfails to delivery to the Central Government any inventory of property and assetforming part of the Amritsar Oil Works; or

(e) fails to deliver to theCentral Government or the Government company or any person or body of personsspecified by that Government or the Government company, any assets, books ofaccount, registers or other documents in his possession, custody or controlrelating to the Amritsar Oil Works; or

(f) wrongfully removes ordestroys any property forming part of the Amritsar Oil Works or prefers anyclaim under this Act which he knows or has reason to believe to be false orgrossly inaccurate, shall be punishable with imprisonment for a term which mayextend to two years, or with fine which may extend to ten thousand rupees, orwith both.

24.Offencesby companies: (1)Where an offence under this Act has been committed by a company, every personwho, at the time the offence was committed, was in charge of, and wasresponsible to, the company for the conduct of the business of the company, aswell as the company, shall be deemed to be guilty of the offence and shall beliable to be proceeded against and punishable accordingly:

Provided that nothing containedin this sub–section shall render any such person liable to anypunishment, if he proves that the offence was committed without his knowledgeor that he had exercised all due diligence to prevent the commission of suchoffence.

(2) Notwithstanding anythingcontained in sub–section (1), where any offence under this Act has beencommitted by a company and it is proved that the offence has been committedwith the consent or connivance of, or is attributable to any neglect on thepart of, any director, manager, secretary or other officer of the company, suchdirector, manager, secretary or other officer shall be deemed to be guilty ofthat offence and shall be liable to be proceeded against and punishedaccordingly.

Explanation: For thepurposes of this section, –

(a) "company"means any body corporate and includes a firm or other association ofindividuals; and

(b) "director",in relation to a firm, means a partner in the firm.

25.Protectionof action taken in good faith: (1) No suit, prosecution or other legal proceeding shall lieagainst the Central Government or any officer of that Government or theGovernment company or other person authorised by that Government or theGovernment company for anything which is in good faith done or intended to bedone under this Act.

(2) No suit or other legalproceeding shall lie against the Central Government or any of its officers orother employees of the Government company or any officer or other personauthorised by that company for any damage caused or likely to be caused byanything which is in good faith done or intended to be done under this Act.

26.Delegationof powers: (1) TheCentral Government may, by notification, direct that all or any of the powersexercisable by it under this Act, other than the powers conferred by section 27and 28, may also be exercised by such person or persons as may be specified inthe notification.

(2) Whenever any delegation ofpower is made under sub–section (1), the person to whom such power hasbeen delegated shall act under the direction, control and supervision of theCentral Government.

27.Powerto make rules:(1) TheCentral Government may, by notification, make rules for carrying out of theprovisions of this Act.

(2) In particular, and withoutprejudice to the generality of the foregoing powers, such rules may provide forall or any of the following matters, namely: –

(a) thetime within which, and the manner in which, an intimation referred to in sub–section(3) of section 4 shall be given;

(b) theform and manner in which, and the conditions under which, the Custodian or Custodiansshall maintain accounts as required by sub–section (4) of section 8;

(c) themanner in which the monies in any provident fund or other fund, referred to insub–section (2) of section 13 shall be dealt with;

(d) anyother matter which is required to be, or may be, prescribed.

(3) Every rule made by theCentral Government under this Act shall be laid, as soon as may be after it ismade, before each House of Parliament, while it is in session, for a totalperiod of thirty days which may be comprised in one session or in two or moresuccessive sessions, and if, before the expiry of the session immediatelyfollowing the session or the successive sessions aforesaid, both Houses agreein making any modification in the rule or both Houses agree that the ruleshould not be made, the rule shall thereafter have effect only in such modifiedform or be of no effect, as the case may be; so, however, that any suchmodification or annulment shall be without prejudice to the validity ofanything previously done under that rule.

28.Powerto remove difficulties: If any difficulty arises in giving effect to the provisions ofthis Act, the Central Government may, by order, not inconsistent with theprovisions of this Act, remove the difficulty:

Provided that no such ordershall be made after the expiry of a period of two years from the appointed day.

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