BIRD AND COMPANY LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT 1980

THE BIRD AND COMPANY LIMITED (ACQUISITION AND TRANSFER OFUNDERTAKINGS) ACT, 1980

ACT No. 67 OF 1980

27thDecember, 1980

An Act to provide for the acquisition and transfer, undertakingsof the Bird and Company Limited, for the purpose of ensuring the continuity ofproduction of goods which are vital to the needs of the country and forthe acquisition of shares held by the Bird and Company Limited in the specifiedcompanies for the purpose of securing to those undertakings the facilities andadvantage derived by reason of such share holding with respect to the operationand functioning of those undertakings and also to enable the Central Governmentto exercise such control over the affairs of the specified companies as isnecessary to ensure that the affairs of those companies are not mismanaged andfor matters connected therewith or incidental thereto

WHEREASThe Bird and Company Limited were engaged in the manufacture of E.O.T. cranesand other varieties of cranes; polystyrene based exchange resin; equipment forfertilizers, oil refineries, steel plants, petro–chemical and otherindustries; tanks and vessels of various shapes and sizes, water treatmentequipment and other types of equipment for the control of water pollution andwere also engaged in various other activities;

ANDWHEREAS the top management of the Bird and Company Limited had so mismanagedthe affairs of that Company as to cause heavy losses to the Company and hadalso managed the affairs of the Company in a manner prejudicial to the interestsof the Company and the public interest;

ANDWHEREAS in view of the mismanagement aforesaid, the Central Government had, inpursuance of the provisions of section 408 of the Companies Act, 1956(1 of1956), appointed six directors on the Board of directors of the Bird andCompany Limited;

ANDWHEREAS investment of a large amount is necessary for the maintenance anddevelopment of the production of the undertakings of the Company;

ANDWHEREAS it is necessary in the public interest to acquire the undertakings ofthe Bird and Company Limited to enable the Central Government to have suchinvestment made and to ensure that the interests of the general public areserved by the continuance, by the undertakings of the Company, of themanufacture, production and distribution of goods or articles which areessential to the needs of the economy of the country;

ANDWHEREAS the Bird and Company Limited is holding shares in the specifiedcompanies which are either engaged in the production, distribution or marketingof goods which are vital to the needs of the country or are engaged inproviding finance to other companies which are so engaged and it is expedientin the public interest to acquire the said shares to secure for theundertakings of the Company the facilities and advantages derived by reason ofsuch share holding with respect to the operation and functioning of suchundertakings and also to enable the Central Government to exercise, throughsuch shareholdings, such control on the affairs of those companies as may benecessary to prevent their mismanagement.

BE itenacted by Parliament in the Thirty–fifth Year of the Republic of Indiaas follows: –

CHAPTER I

Preliminary

1.Shorttitle and commencement: This Act may be called the Bird andCompany Limited (Acquisition and Transfer of Undertaking) Act 1980

(2) Itshall come into force on the 25th day of October, 1980.

2.Definitions: Inthis Act, unless the context otherwise requires, –

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

(b)"Commissioner" means the commissioner of Payments appointed undersection 13;

(c)"Company" means the Bird and Company Limited, being a company asdefined in the Companies, Act, 1956(1 of 1956), and having its registeredoffice at Chartered Bank Buildings, Calcutta–700001, in the State ofWest Bengal;

(d)"notification" means a notification published in the OfficialGazette;

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

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

(g)"specified company" means a company specified in Schedule I;

(h)"specified date", means such date as the Central Government may, forthe purpose of any of the provisions of this Act, by notification, specify, anddifferent dates may specified for different provisions of this Act.

(i)words and expressions under herein and not defined, but defined in theCompanies Act, 1956(1 of 1956), shall have the meanings, respectively, assignedto them in that Act.

CHAPTER II

Acquisition and transfer of theundertaking of the Company and of shares held by the Company in the specifiedcompanies

3.Transferto, and vesting in, the Central Government of the undertaking of the Company: On theappointed day, the undertaking of the Company and the right, title and interestof the Company in relation to that undertaking shall, by virtue of this Act,stand transferred to , and shall vest in, the Central Government.

4.Transferand vesting of shares held by the Company in the specified companies: (1) Onthe appointed day, all the shares held by the Company in the specifiedcompanies shall, by virtue of this Act, stand transferred to, and vest in, theCentral Government.

(2) TheCentral Government shall be deemed, on and from the appointed day, to have beenregistered in the Register of Members of the concerned specified company as theholder of each share which stands transferred to, and vested in, it by virtueof the provisions of sub–section (1).

(3) Forthe removal of doubts, it is hereby declared that the provisions of sub–sections(1) and (2) shall not be deemed to affect, –

(a) anyright of a specified company subsisting, immediately before the appointed day,against the Company has not paid or credited to the specified company the wholeor any part of the value of the share held by it, or any other groundwhatsoever; or

(b) anyright of a specified company subsisting, immediately before the appointed day,against the Company to receive any payments due from the company.

5.Generaleffect of vesting: (1) The undertaking of the Company shallbe deemed to include all assets, rights, lease–holds, powers,authorities and privileges, and all property, movable and immovable, includingland, buildings, offices, factories, workshops, stores, instruments, plants,machinery and equipment, cash balances, cash on hand, reserve funds,investments, books, book debts, and all other rights, and interests in, orarising out of, such property as were immediately before the appointed day inthe ownership, possession, power or control of the Company whether within oroutside India, and all books of account, registers and all other documents ofwhatever nature relating thereto,

(2) Allproperties as aforesaid which have vested in the Central Government undersection 3 or section 4, shall, by force of such vesting, be freed anddischarged from any trust, obligation, mortgage, charge, lien and all otherincumbrances affecting them, and any attachment, injunction, decree or order ofany court, or other authority restricting the use of such properties or assetsin any manner or appointing any receiver in respect of the whole or any part ofsuch properties shall be deemed to have been withdrawn.

(3)Every mortgagee of any property which has vested under this Act, in the CentralGovernment and every person holding any charge, lien or other interest in, orin relation to, any such property, shall give within such time and in suchmanner as may be prescribed, an intimation to the Commissioner of suchmortgage, charge, lien or other interest.

(4) Forthe removal of doubts, it is hereby declared that the mortgagee of any propertyreferred to in sub–section (3) or any other person holding any charge,lien or other interest in, or in relation to, any such property shall beentitled to claim, in accordance with his rights and interests, payment of themortgage money or other dues in whole or in part, out of the amounts specifiedin sections 8, but no such mortgage, charge, lien or other interest shall beenforceable against any property which has vested in the Central Government.

(5) Anylicence or other instrument granted to the Company in relation to anyundertaking which has vested in the Central Government under section 3 at anytime before the appointed day and in force immediately before the day shallcontinue to be in force on and after such day in accordance with its tenor inrelation to, and for the purposes of the such undertaking, and, on and from thedate of vesting of such undertaking under section 7, in a Government company,that Government company, shall be deemed to be substituted in such licence orother instrument as if such licence or other instrument had been granted tosuch Government Company shall hold it for the remainder of the period for whichthat Company would have held it under the terms thereof.

(6) If,on the appointed day, any suit, appeal or other proceeding of whatever naturein relation to any property which has vested in the Central Government, whetherunder section 3, or under section 4, instituted or preferred by or against theCompany is pending, the same shall not abate, be discontinued or be, in anyway, prejudicially affected by reason of the transfer of the undertakings ofthe Company or of anything contained in this Act, but the suit, appeal or otherproceeding may be continued, prosecuted or enforced by or against the CentralGovernment or where the undertakings of the Company are directed, under section7, to vest in Government company by or against such company.

6.CentralGovernment or the Government company, not to liable for certain priorliabilities:(1) Every liability of the Company in respect of anyperiod prior to the appointed day, shall be the liability of the Company andshall be enforceable against it and not against the Central Government, orwhere the undertakings of the Company are directed, under section 6, to vest ina Government Company, against such company.

(2) Forthe removal of doubts, it is hereby declared that –

(a)save as otherwise expressly provided in this Act, no liability of Company inrelation to its undertakings or in relation to any share held by it in aspecified company, in respect of any period prior to the appointed day, shallbe enforceable against the Central Government, or, where the undertakings ofthe Company are directed, under section 7, to vest in a Government companyagainst such company;

(b) noaward, decree or order of any court, tribunal or other authority in relation tothe undertakings of the Company, or in relation to any shared held by theCompany in specified passed after the appointed day, in respect of any matter,claim or dispute, which arose before that day, shall be enforceable against theCentral Government, or where the undertakings of the Company are directed,under section 7, to vest in a Government Company, against Government company;

(c) noliability incurred by the Company before the appointed day, for thecontravention of any provision of law for the time being in force, shall beenforceable against the Central Government, or, where the undertakings of theCompany are directed, under section 7, to vest in a Government company, againstsuch company.

7.Powerof Central Government to direct vesting of the undertakings of Company in aGovernment Company: (1) Notwithstanding anything contained insections 3, the Central Government may, if it is satisfied that a Governmentcompany is willing to comply with such terms and conditions as that Governmentmay think fit to impose, direct, by notification, that the undertakings of theCompany, and the right, title and interest of the Company in relation to itsundertakings which have vested in the Central Government under section 3, shall,instead of continuing to vest in the Central Government, vest in the Governmentcompany either on the date of publication of the notification or on suchearlier or later date (not being a date earlier than the appointed day) as maybe specified in the notification.

(2)Where the right, title and interest of the Company in relation to itsundertakings vest, under sub–section (1), in a Government company, thatGovernment company shall, on and from the date of such vesting be deemed tohave become the owner in relation to such undertaking and all the rights andliabilities of the Central Government in relation to such undertakings shall,on and from the date of such vesting, be deemed to have become the rights andliabilities, respectively, of that Government company.

CHAPTER III

Payment of amounts

8.Paymentof amount to the Company and specified companies: For the transfer to, andvesting, in, the Central Government, under section 3, of the undertakings ofthe Company and the right, title and interest of the Company in relation to itsundertakings, there shall be paid by the Central Government to the Company, incash and in the manner specified in Chapter VI, an aggregate amount of rupeestwo hundred and eighty–three lakhs.

(2) Forthe transfer to, and vesting in, the Central Government, under section 4, ofthe shares held by the Company in the specified companies, there shall be paidby the Central to the Company in cash and in the manner specified in ChapterVI, an aggregate amount of rupees twenty–seven lakhs.

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

(4) Forthe removal of doubts, it is hereby declared that the liabilities of theCompany, in relation to its undertakings, shall be met , in accordance with therights and interests of the creditors of the Company, from the amounts due tothe Company under sub–section (1) and sub–section (2).

CHAPTER IV

Management, etc, of the undertakings ofthe Company

9.Management,etc., of the undertakings of the Company: The generalsuperintendence, direction, control and management of the affairs and businessof the undertakings of the Company, the right, title and interest in relationto which have vested in the Central Government under section 3, shall, –

(a)Where a direction has been given by the Central Government under sub–section(1) of section 7, vest on and from the date specified in such direction, in theGovernment company specified therein; or

(b)Where no such direction has been made by the Central Government, vest, on andfrom the appointed day, in one or more Custodians appointed by the CentralGovernment under sub–section (2),

andthereupon the Government company so specified or the Custodian or Custodians soappointed, as the case may be, shall be entitled to exercise, to the exclusionof all other persons, all such powers and do all such things as the Company isauthorised to exercise and do in relation to the undertakings.

(2) TheCentral Government may appoint an individuals or a Government company as theCustodian of the undertakings of the Company in relation to which no directionhas been made by it under sub–section (1) of section 7.

(3) TheCustodian shall receive from the funds of the undertakings of the Company suchremuneration as the Central Government may fix and hold office during thepleasure of the Central Government.

10.Dutyof persons in charge of management of undertakings of the Company to deliverall assets, etc.: (1) On the vesting of the management ofthe undertakings of the Company in a Government company, or on the appointmentof a Custodian, all persons in charge of the management of the undertakings ofthe Company immediately before such vesting or appointment shall be bound todeliver to such Government company, or Custodian, as the case may be, allassets, books of account, registers and other documents in their custodyrelating to the undertakings of such Company.

(2) TheCentral Government may issue such directions as it may deem desirable in thecircumstances of the case to the Government company or the Custodian as to thepowers and duties of such Government company, or Custodian and such Governmentcompany, or Custodian may also, if it is considered necessary so to do, applyto the Central Government at any time for instructions as to the manner inwhich the management of the undertakings of the Company shall be conducted orin relation to any other matter arising in the course of such management.

(3) TheCustodian shall maintain an account of the undertakings of the Company in suchform and manner and under such conditions as may be prescribed and theprovisions of the Companies Act, 1956(1 of 1956), shall apply to the audit ofthe account so maintained as they apply to the audit of the accounts of acompany.

CHAPTER V

Provisions relating to employees of the Company

11.Continuanceof employees: (1) Every employee of the Company of the Company,employed in connection with any undertaking owned by it, shall, on and from theappointed day, become an employee of the Central Government, and where suchundertaking is vested in a Government company under this Act, become, on andfrom the date of such vesting in such Government company, and employee thereofand shall hold office or service under the Central Government or the Governmentcompany or the Government company, as the case may be, with the same rights andprivileges as to pension, gratuity and other matters as would have beenadmissible to him if there had been no such vesting and shall continue to do sounless and until his employment under the Central Government or the Governmentcompany, as the case may be, is duly terminated or until his remuneration andother conditions of service are duly altered by the Central Government or theGovernment company, as the case may be.

(2)Notwithstanding anything contained in the Industrial Disputes Act, 1947(14 of1947), or in any other law for the time being in force, the transfer of theservices of any officer or other person employed in any undertaking owned bythe Company to the Central Government or the Government company, shall notentitle such officer or other employee to any compensation under this Act orany other law for the time being in force and no such claim shall beentertained by any court, tribunal or other authority.

12.Providentfund and other funds: (1) Where the Company has established aprovident fund, superannuation fund, welfare fund or other fund for the benefitof the persons employed in any of the undertakings of the Company, the moniesrelatable to the employees, whose services have become transferred by or underthis Act to the Central Government or the Government company, shall, out of themonies standing, on the appointed day, to the credit of such provident fund,superannuation, welfare or other fund, stand transferred to , and vest in, the CentralGovernment or the Government company, as the case may be.

(2) Themonies which stand transferred under sub–section (1) to the CentralGovernment or the Government company, as the case may be, shall be dealt withby that Government or the company in such manner as may be prescribed.

CHAPTER VI

Commissioner of Payments

13.Appointmentof Commissioner of Payments: (1) The Central Government shall, for thepurpose of disbursing the amounts payable under sections 8 by notification,appoint a Commissioner of Payments.

(2) TheCentral Government may appoint such other persons as it may think fit to assistthe Commissioner and thereupon the Commissioner may authorise one or more ofsuch persons also to exercise all or any of the powers exercisable by him underthis Act and different persons may be authorised to exercise different powers.

(3) Anyperson authorised by the Commissioner to exercise any of the powers exercisableby the Commissioner may exercise those powers in the same manner and with thesame effect as if they have been conferred on that person directly by this Actand not by way of authorisation.

(4) Thesalaries and allowances of the Commissioner and other persons appointed underthis Section shall be defrayed out of the Consolidated Fund of India.

14.Paymentby Central Government to the Commissioner: (1) The Central Governmentshall, within thirty days from the 1.12.91: Vide Notification No.S.O.860 (E)dated 1.12.1981,.specified date, pay in cash to the Commissioner, for paymentto the Company the amounts specified in section 8.

(2) Adeposit account shall be opened by the Central Government in favour of theCommissioner in the Public Account of India and every amount paid under thisAct to the Commissioner shall be deposited by him to the credit of the saiddeposit account and the said deposit account shall be operated by theCommissioner.

(3)Records shall be maintained by the Commissioner in respect of the undertakingsof the company and the shares held by it in the specified companies, inrelation to which payment has been made to him under this Act.

(4)Interest accruing on the amount standing to the credit of the deposit accountreferred to in sub–section (2) shall ensure to the benefit of theCompany.

15.Certainpowers of Central Government or Government company: (1) The Central Governmentor the Government company, as the case may be, shall be entitled to receive upto the specified date, to the exclusion of all other persons, any money due tothe Company, or the Government company, and realised after the appointed daynotwithstanding that the realisation pertains to a period prior to theappointed day.

(2) TheCentral Government, or the Government company, as the case may be, may make aclaim to the Commissioner with regard to every payment made by it after theappointed day for discharging any liability of the Company in relation to anyperiod prior to the appointed day; and every such claim shall have priority, inaccordance with the priorities attaching, under this Act, to the matter inrelation to which such liability has been discharged by the Central Governmentor the Government company.

(3)Save as otherwise provided in this Act, the liabilities of the Company inrespect of any transaction prior to the appointed day, which have not beendischarged on or before the specified date shall be the liabilities of thecompany.

16.Claimsto be made to the Commissioner: Every person having a claim against theCompany shall prefer such claim before the Commissioner within thirty days fromthe specified ¹ date

____________________

1. 1.1.1981 – Vide Notification No.S.O.860 (E),dated 1.12.1981

Providedthat if the Commissioner is satisfied that the claimant was prevented bysufficient cause from preferring the claim within the said period of thirtydays, he may entertain the claim within a further period of thirty days and notthereafter.

17.Priorityof claims: Theclaims arising out of the matters specified in the Schedule II shall havepriorities in accordance with the following principles: –

(a)Category I shall have precedence over all other categories and Category IIshall have precedence over Category III, and so on;

(b) theclaims specified in each of the categories shall rank equally and be paid infull, but, if the amount is insufficient to meet such claims in full, theyshall abate in equal proportions and be paid accordingly; and

(c) thequestion of discharging any liability with regard to a matter specified in alower category shall arise only if a surplus is left after meeting all theliabilities specified in the immediately higher category.

18.Examinationof claims: (1) Onreceipt of the claims made under section 16, the Commissioner shall arrange theclaims in the order of priorities specified in the Schedule II and examine thesame in accordance with such order of priorities.

(2) If,on examination of the claims, the Commissioner is of opinion that the amountpaid to him under this Act is not sufficient to meet the liabilities specifiedin any lower category, he shall not be required to examine the claims inrespect of such lower category.

19.Admissionor rejection of claims: (1) After examining the claims withreference to the priorities set out in the Schedule II, the Commissioner shallfix a certain date on or before which every claimant shall file the proof ofhis claim, or be excluded from the benefit of the disbursements made by theCommissioner.

(2) Notless than fourteen days’ notice of the date so fixed shall be given byadvertisement in one issue of any daily newspaper in the English language andin one issue of such daily newspaper in the regional language as theCommissioner may consider suitable, and every such notice shall call upon theclaimant to file the proof of his claim with the Commissioner within the periodspecified in the advertisement.

(3)Every claimant who fails to file the proof of his claim within the periodspecified by the Commissioner shall be excluded from the disbursement made bythe Commissioner.

(4) Thecommissioner shall, after such investigation as may, in his opinion, benecessary and after giving the concerned company an opportunity of refuting theclaim and after giving the claimant a reasonable opportunity of being heard, byorder in writing ; admit or reject the claim in whole or in part.

(5) TheCommissioner shall have the power to regulate his own procedure in all mattersarising out of the discharge of his functions including the place or places atwhich he may hold his sittings and shall, for the purpose of making any investigationunder this Act, have the same powers as are vested in a civil court under theCode of Civil Procedure, 1908(5 of 1908), while trying a suit, in respect ofthe following 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) Anyinvestigation before the Commissioner shall be deemed to be a judicialproceeding within the meaning of sections 193 and 228 of the Indian PenalCode(45 of 1860) and the Commissioner shall be deemed to be a civil court forthe purposes of section 195 and Chapter XXVI of the Code of Criminal Procedure,1973(2 of 1974).

(7) Aclaimant who is dissatisfied with the decision of the Commissioner may preferan appeal against the decision to the principal civil Court of originaljurisdiction within the local limits of whose jurisdiction the registeredoffice of the concerned company is situated:

Providedthat where a person who is a Judge of a High Court is appointed to be theCommissioner, the appeal, shall lie to the High Court at Calcutta and suchappeal shall be heard and disposed of by not less than two Judges of that HighCourt.

20.Disbursementof money by Commissioner to claimants: After admitting a claimunder this Act, the amount due in respect of such claim shall be paid by theCommissioner to the person or persons to whom such amount is due, and on suchpayment, the liability of the Company in respect of such claim shall standdischarged.

21.Disbursementof amounts to the Company and possession of certain machinery, equipment, etc.:(1) If,out of the monies paid to him in relation to the undertakings of the Company,there is a balance left after meeting the liabilities in accordance with thepriorities specified in the Schedule, the Commissioner shall disburse suchbalance to the company.

(2)Where any machinery, equipment or other property has vested under this Act inthe Central Government or the Government company, as the case may be, but suchmachinery, equipment or other property does not belong to the Company, it shallbe lawful for the Central Government or the Government company, as the case maybe, to continue to possess such machinery or equipment and other property onthe same terms and conditions under which they were possessed by the Companyimmediately before the appointed day.

22.Undisbursedor unclaimed amount to be deposited to the general revenue account: Anymoney paid to the Commissioner which remains undisbursed or unclaimed on thedate immediately preceding the date on which the office of the Commissioner isfinally wound up, shall be transferred by the Commissioner, before his officeis 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 CentralGovernment by the person entitled to such payment and shall be dealt with as ifsuch transfer had not been made, and the order, if any, for the payment of theclaim being treated as an order for the refund of the revenue.

CHAPTER VII

Miscellaneous

23.Actto have overriding effect: The provisions of this Act shall haveeffect notwithstanding anything inconsistent therewith contained in any otherlaw for the time being in force or in any instrument having effect by virtue ofany law, other than this Act, or in any decree or order of any court, tribunalor other authority.

24.Contractsto cease to have effect unless ratified by the Central Government or Governmentcompany: Everycontract entered into by the Company in relation to the undertaking owned byit, which has vested in the Central Government under section 3, for anyservice, sale or supply, and in force immediately before the appointed day,shall, on and from the expiry of a paid of one hundred and eighty days from theappointed day, cease to have effect unless such contract is, before the expiry ofthat period, ratified, in writing, by the Central Government or Governmentcompany, in which such undertakings have been vested under this Act, and inratifying such contract, the Central Government or Government company may makesuch alteration or modification therein as it may think fit:

Providedthat the Central Government or, the Government company shall not omit to ratifya contract and shall not make any alteration or modification therein–

(a)unless it is satisfied that such contract is unduly onerous, or has beenentered into in bad faith, or is detrimental to the interest of the CentralGovernment or, such Government company; and

(b)except after giving the parties to the contract a reasonable opportunity ofbeing heard and except after recording in writing its reasons for refusal toratify the contract or for making any alteration or modification therein.

25.Penalties: Anyperson who–

(a)having in his possession, custody or control any property forming part of anyundertaking of the Company, or any share held by the Company in any specifiedcompany, wrongfully withholds, such property or share from the CentralGovernment or Government company

(b)wrongfully obtains possession of or retains, any property forming part of anyundertaking of the Company; or wilfully withholds or fails to furnish to theCentral Government or, Government company or any person specified by thatGovernment or Government company, any document relating to such undertakings orshare which may be in his possession, custody or control or fails to deliver tothe Central Government or Government company, or any person specified by thatGovernment or Government Company, any assets, books of account, registers orother documents in his possession, custody or control, relating to theundertakings of the Company; or any share held by the Company in any specifiedcompany; or

(c)wrongfully removes or destroys any property forming part of any undertaking ofthe Company; or prefers any claims under this Act which he knows or has reasonablecause to believe to be false or grossly inaccurate.

shallbe punishable with imprisonment for a term which may extend to two years, orwith fine which may extend to ten thousand rupees, or with both.

26.Offencesby companies: (1) Where an offence under this Act has beencommitted by a company, every person who, at the time the offence wascommitted, was in charge of, and was responsible to, the company for theconduct of the business of the company, as well as the company, shall be deemedto be guilty of the offence and shall be liable to be proceeded against andpunished accordingly:

Providedthat nothing contained in this sub–section shall render any such personliable to any punishment, if he proves that the offence was committed withouthis knowledge or that he had exercised all due diligence to prevent thecommission of such offence.

(2)Notwithstanding anything contained in sub–section (1), where any offenceunder this Act has been committed by a company and it is proved that theoffence has been committed with the consent or connivance of, or isattributable to any neglect on the part of, any director, manager, secretary orother officer of the company, such director, manager, secretary or otherOfficer shall be deemed to be guilty of that offence and shall be liable to beproceeded against and punished accordingly.

Explanation:For the purpose of this section, –

(a)"company" means any body corporate and includes a firm or otherassociation of individuals; and

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

27.Protectionof action taken in good faith: No suit, prosecution or other legalproceeding shall lie against the Central Government or Custodian of theUndertakings of the Company, or the Government Company or any officer or otherperson authorised by that Government or Government company for anything whichis in good faith done or intended to be done under this Act.

28.Delegationof powers: (1)The Central Government may, by notification direct that all or any of thepowers exercisable by it under this Act, other than the powers conferred bythis Section and section 29 and section 30, may also be exercised by suchperson or person as may be specified in the notification.

(2)Whenever any delegation of power is made under sub–section (1), theperson to whom such power has been delegated shall act under the direction,control and supervision of the Central Government.

29.Powerto make rules: (1) The Central Government may, by notification, makerules for carrying out the provisions of his Act.

(2) Inparticular, and without prejudice to the generality of the foregoing power,such rules may provide for all or any of the following matters, namely: –

(a) thetime within which, and the manner in which, an intimation shall be given to thecommissioner under sub–section (3) of section 5

(b) theform and the manner in which, and the conditions under which, accounts shall bemaintained by the Custodian as required by sub–section (3) of section10;

(c) themanner in which monies in any provident fund or other fund referred to insection 12 shall be dealt with;

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

(3)Every rule made by the Central Government under this Act shall be laid, as soonas may be after it is made, before each House of Parliament while it is insession, for a total period of thirty days which may be comprised in onesession or in two or more successive sessions and if, before the expiryof the session immediately following the session or the successive sessionsaforesaid, both Houses agree in making any modification in the rule or bothHouses agree that the rule should not be made, the rule shall thereafter haveeffect only in such modified form or be of no effect, as the case may be;, sohowever, that any such modification or annulment shall be without prejudice tothe validity of anything previously done under that rule.

30.Powerto remove difficulties: If any difficulty arises in giving effectto the provisions of this Act the Central Government may by order, notinconsistent with the provisions of this Act, remove the difficulty:

Providedthat no such order shall be made after the expiry of a period of two years fromthe appointed day.

31.Repealand saving: (1) The Bird and Company Limited (Acquisition andTransfer of Undertakings and Other Properties) Ordinance, 1980(18 of 1980), ishereby repealed.

(2)Notwithstanding such repeal, anything done or any action taken under theOrdinance so repealed shall be deemed to have been done or taken under thecorresponding provisions of this Act.

SCHEDULE I

[See sections 2 (g)]

1.BisraStone Lime Company Limited

2.BurrakurCoal Company Limited

3.BirdsTrading and Investments Company Limited

4.EasternInvestments Limited

5.GarudaInvestments Limited

6.Karanpura Development Company Limited HavingRegistered Office at

(includingFunder’s Shares) CharteredBank Buildings, Calcutta – 700001.

7.KinnisonJute Mills Company Limited

8.KumardhubiFireclay and Silica Works Limited

9.LawrenceInvestments and Property Company Limited

10.OndalInvestments Company Limited

11.OrissaMinerals Development Company Limited

12.SendraInvestments Company Limited

13.BirdsEmployees’ Co–operative Society Limited.

14.BeckerGray and Company (1930) Limited

15.KaranpuraCollieries Limited – Preference Shares, having

registered office at 11, British IndianStreet, Calcutta– 700069.

16.CalciumCarbide and Chemicals Ltd., having registered

officeat 161/1, Mahatma Gandhi Road, Calcutta–700007

(PartlyPaid).

17.Holman–Climax (Rock Drills) Limited HavingRegistered Office at Dolphin Court, 7–A

MiddletonStreet, Calcutta–700016.

18.Holman–ClimaxManufacturing Limited

19.PatyaTea Company Limited, having registered office

at 12,Dilkusha, Street, Calcutta–700017.

21.SonakundaBaling Company Limited, having registered

officein Bangladesh.

SCHEDULE II

(See sections 17, 18, 19 and 21)

Order of Priorities for the discharge ofliabilities of the Company

CategoryI

(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 providentFund, Employees State Insurance Fund, Life Insurance Corporation Premium andany other arrear under any law for the time being in force (excludinggratuity).

CategoryII

Principalamount of secured loans advanced by–

(i)Central Government;

(ii)State Government;

(iii)Banks;

(iv)Public financial institutions.

CategoryIII

Principalamount of unsecured loans advanced by–

(i)Central Government;

(ii)State Government;

(iii)Banks;

(iv)Public financial institutions.

CategoryIV

(a) Anycredit availed of by the Company for the purpose of carrying on any trading ormanufacturing operations.

(b) Anydues payable to the State Electricity Boards or other Government or semi–Governmentinstitutions for supply of goods or services.

(c)Arrears of interest on loans and advances.

CategoryV

(a)Revenue, taxes, cesses, rate or other dues to Central Government, StateGovernment and local authorities.

(b) Anyother loans or dues.

*