BRAITHWAITE AND COMPANY (INDIA) LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT 1976

THE BRAITHWAITE AND COMPANY (INDIA) LIMITED (ACQUISITION ANDTRANSFER OF UNDERTAKINGS) ACT, 1976

ACT No. 96 OF 1976

5thSeptember, 1976

An Act to provide for the acquisition and transfer of theundertakings of Messrs. Braithwaite and Company (India) Limited for the purposeof ensuring the continuity of production of goods which are vital to the needsof the country, and for matters connected therewith or incidental thereto

WHEREAS Messrs. Braithwaiteand Company (India) Limited was engaged in the manufacture and production ofrailway wagons, structural steel works for bridges and heavy workshopbuildings, pressed steel tanks, cranes, road rollers, jute carding machines,roll formers, power sweepers, grey iron castings and steelforgings and also in the machining of intricate components of large sizes;

AND WHEREAS as a result ofheavy losses suffered by the Company, there had been a closure of certain worksowned by the Company;

AND WHEREAS for the purpose ofspeedily bringing the closed works of the Company into operation, themanagement of the undertakings of the Company was taken over by the CentralGovernment, for a limited period, under section 18A of the Industries(Development and Regulation) Act, 1951;

AND WHEREAS it is necessary toacquire the undertakings of the Company to ensure the continuance of theproduction of goods which are vital to the needs of the country;

BE it enacted by Parliament inthe Twenty–seventh Year of the Republic of Indiaas follows: –

CHAPTER I

PRELIMINARY

1.Short title and commencement: (1) This Act may be called theBraithwaite and Company (India)Limited (Acquisition and Transfer of Undertakings) Act, 1976.

(2) The provisions of sections28 and 29 shall come into force at once and the remaining provisions of this Actshall be deemed to have come into force on the 1st day of April, 1975.

2.Definitions: In this Act, unless the context otherwise requires,-

(i) "appointedday" means the 1st day of April, 1975(1 of 1956);

(ii) "Company" meansthe Braithwaite and Company (India) Limited, being a company as defined in theCompanies Act, 1956, and having its registered office at 5, Hide Road, Calcutta–700043;

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

(iv) "Ordinance"means the Braithwaite and Company (India) Limited (Acquisition andTransfer of Undertakings) Ordinance, 1976(7 of 1976);

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

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

(vii) "specifieddate" means such date as the Central Government may, for the purposes ofany provision of this Act, by notification, specify and different dates may bespecified for different provisions of this Act;

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

CHAPTER II

ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY

3.Acquisition and transfer of the undertakingsof the Company: On theappointed day, the undertakings of the Company, and the right, title andinterest of the Company in relation to its undertakings, shall, by virtue ofthis Act, be transferred to, and shall vest in, the Central Government.

4.General effect of vesting: (1) The undertakings of theCompany shall be deemed to include all assets, rights, lease–holds,powers, authorities and privileges, and all property, movable and immovable,including lands, building, workshops, stores, instruments, machinery andequipment, cash balances, cash on hand, reserve funds, investments, book debtsand all other rights and interests in, or arising out of, such property as wereimmediately before the appointed day in the ownership, possession, power orcontrol of the Company, whether within or outside India, and all books ofaccount, registers and all other documents of whatever nature relating thereto.

(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 it, and any attachment,injunction or decree or order of any court restricting the use of such propertyin any manner or appointing any receiver in respect of the whole or any part ofsuch property 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 in, or in relation to, anysuch property, shall give, within such time and in such manner as may beprescribed, an intimation to the Commissioner of such mortgage, charge, lien orother interest.

(4) For the removal of doubts,it is hereby declared that the mortgagee of any property referred to in sub–section(2) 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 interest, payment of the mortgage money or other duties, inwhole or in part, out of the amounts specified in section 7, and also out ofthe monies determined under section 8, but no such mortgage, charge, lien orother interest shall be enforceable against any property which has vested inthe Central Government.

(5) If, on the appointed day,any suit, appeal or other proceeding of whatever nature in relation to anyproperty which has vested in the Central Government, under section 3,instituted or preferred by or against the Company is pending, the same shallnot abate, be discontinued or be, in any way, prejudicially affected by reasonof transfer of the undertakings of the Company or of anything contained in thisAct, but the suit, appeal or other proceeding may be continued, prosecuted orenforced by or against the Central Government, or where the undertakings of theCompany are directed under section 6, to vest in a Government company, againstthat Government company.

5.Central Government or the Governmentcompany not to be liable for prior liable for prior liabilities: (1) Every liability of theCompany in respect of any period prior to the appointed day, shall be theliability of the Company and shall be enforceable against it and not againstthe Central Government, or, where the undertakings are directed under section6, to vest in a Government company, against that Government company.

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

(a) save as otherwise expresslyprovided in this section or in any other provision of this Act, no liability ofthe Company in respect of any period prior to the appointed day, shall beenforceable against the Central Government, or, where the undertakings of theCompany are directed under section 6 to vest in a Government company, againstthat Government company;

(b) no award, decree or orderof any court, tribunal or other authority in relation to the undertakings ofthe Company, passed after the appointed day, in respect of any matter, claim ordispute which arose before that day, shall be enforceable against the CentralGovernment, or, where the undertakings of the Company are directed undersection 6 to vest in a Government company, against that 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 6, to vest in a Government company, againstthat Government company.

6.Power of Central Governmentto direct vesting of the undertakings of the Company 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 comply, or has complied, with suchterms and conditions as that Government may think fit to impose, direct, bynotification, that the undertakings of the Company, and the right, title andinterest of the Company in relation to its undertakings, which have vested inthe Central Government under section 3, shall, instead of continuing to vest inthe Central Government, vest in the Government company either on the date ofthe notification or on such earlier or later date (not being a date earlierthan the appointed day) as may be specified in the notification.

(2) Where the right, title andinterest of the Company in relation to its undertakings, vest in a Governmentcompany under sub–section (1), the Government company shall, on and fromthe date of such vesting, be deemed to have become the owner in relation tosuch undertakings, and all the rights and liabilities of the Central Governmentin relation to such undertakings shall, on and from the date of such vesting,be deemed to have become the rights and liabilities, respectively, of theGovernment company.

CHAPTER III

PAYMENT OF AMOUNTS

7.Payment of amount: For the transfer to, andvesting in, the Central Government, under section 3, of the undertakings of theCompany and the right, title and interest of the Company in relation to itsundertakings, there shall be given by the Central Government to the Company, incash, and in the manner specified in Chapter VI, an amount of rupees sixteencrores and twenty–five lakes.

8.Payment of further amount: (1) For the deprivation of theCompany of the management of its undertakings, there shall be given to theCompany by the Central Government an amount calculated at the rate of rupeesfifty thousand per annum for the period commencing on the date on which themanagement of the undertakings of the Company was taken over by the CentralGovernment and ending on the appointed day.

(2) In consideration of theretrospective operation of the provisions of sections, 3, 4 and 5, there shallalso be given, in cash, by the Central Government to the Company, an amountequal to an amount calculated at the rate of rupees fifty thousand per annumfor the period commencing on the appointed day and ending on the date ofpromulgation of the Ordinance.

(3) The amount specified insection 7 and the amounts determined under sub–sections (1) and (2)shall carry simple interest at the rate of four percent per annum forthe period commencing on the date of promulgation of the Ordinance and endingon the date on which payment of such amounts is made by the Central Governmentto the Commissioner.

(4) The amounts determined inaccordance with the provisions of sub–sections (1), (2) and (3) shall begiven by the Central Government to the Company in addition to the amount specifiedin section 7.

(5) For the removal of doubts,it is hereby declared that the liabilities of the Company, in relation to itsundertakings which have vested in the Central Government under section 3, shallbe discharged from the amounts referred to in section 7, and also from theamounts determined under sub–sections (1), (2) and (3) in accordancewith the rights and interests of the creditors of the Company.

CHAPTER IV

MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY

9.Management ,etc., of the undertakingsof the Company:(1) Thegeneral superintendence, direction, control and management of the affairs andbusiness of the undertakings of the Company, the right, title and interest inrelation to which have vested in the Central Government under section 3, shall,-

(a) wherea direction has been made by the Central Government under sub–section(1) of section 6, vest in the Government company specified in such direction,or

(b) whereno such direction has been made by the Central Government, vest in one or moreCustodians appointed by the Central Government under sub–section (2) .

and thereupon the Governmentcompany so specified or the Custodian so appointed, as the case may be, shallbe entitled to exercise all such powers and do all such things as the Companyis authorised to exercise and do in relation to its undertakings.

(2) The Central Government mayappoint one or more individuals or a Government company as the Custodian of theundertakings of the Company in relation to which no direction has been made byit under sub–section (1) of section 6.

10.Duty of persons in charge ofmanagement of the undertakings of the Company to deliver all assets, etc.: (1) On the vesting of themanagement of the undertakings of the Company in a Government company or on theappointment of a Custodian, all persons in charge of the management of theundertakings of the Company immediately before such vesting or appointment,shall be bound to deliver to the Government company or the Custodian, as thecase may be, all assets, books of account, registers or other documents intheir custody relating to the undertakings of such Company.

(2) The Central Government mayissue such directions as it may deem desirable in the circumstances of the caseto the Government company or the Custodian as to its or his powers and dutiesand the Government company or Custodian may also, if it or he so desires, 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 byit or him or in relation to any other matter arising in the course of suchmanagement.

(3) The Custodian shall receivefrom the funds of the undertakings of the Company such remuneration as theCentral Government may fix and shall hold office during the pleasure of theCentral Government.

11.Accountsand audit: The Custodian of theundertakings of the Company shall maintain an account of the undertakings ofthe Company in such form and manner and under such conditions as may beprescribed and the provisions of the Companies Act, 1956 (1 of 1956) shallapply to the audit of the account so maintained as they apply to the audit ofthe accounts of a company.

CHAPTER V

PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY

12.Employment of certainemployees to continue:(1) Every person who is a workman within the meaning of theIndustrial Disputes Act, 1947(14 of 1947), and has been, immediately before theappointed day, employed in any undertaking of the Company shall become, on andfrom the appointed day, an employee of the Central Government or, as the casemay be, of the Government company in which the right, title and interest of theCompany in relation to its undertakings, have vested under this Act, and shallhold office or service under the Central Government or the Government company,as the case may be, with the same rights and privileges as to pension, gratuityand other matters as would have been admissible to him if there had been nosuch vesting and shall continue to do so unless and until his employment underthe Central Government or the Government company, as the case may be, is dulyterminated or until his remuneration and other conditions of service are dulyaltered by the Central Government or the Government company, as the case maybe.

(2) Every person who is not aworkman within the meaning of the Industrial Disputes Act, 1947(14 of 1947),and who has been, immediately before the appointed day, employed in anyundertaking of the Company shall become, as from the appointed day, an employeeof the Central Government or the Government company, and shall hold office orservice therein by the same tenure, at the same remuneration and upon the sameterms and conditions and with the same rights and privileges as to pension andgratuity and other matters as would have been transferred to, and vested in,the Central Government or the Government company, and shall continue to do sounless and until his employment in the Central Government or the Governmentcompany is duly terminated or until his remuneration, terms and conditions ofemployment are duly altered by the Central Government or the Governmentcompany, as the case may be.

(3) Notwithstanding anythingcontained in the Industrial Disputes Act, 1947(14 of 1947), or in any other lawfor the time being in force, the transfer of the services of any officer orother person employed in any undertaking of the Company to the CentralGovernment or the Government company shall not entitle such officer or otheremployee to any compensation under this Act or under any other law for the timebeing in force and no such claim shall be entertained by any court, tribunal orother authority.

(4) Where, under the terms ofany contract of service or otherwise, any person, whose services becometransferred to the Central Government or the Government company by reason ofthe provisions of this Act, is entitled to any arrears of salary or wages orany payments for any leave not availed of or any other payment, not beingpayment by way of gratuity or pension, such person may enforce his claimagainst the Company, but not against the Central Government or the Governmentcompany.

13.Provident and other funds: (1) Where the Company hasestablished a provident, superannuation, welfare or other fund for the benefitof the persons employed in authority of the undertakings of the Company, themonies relatable to the officers or other employees, whose services have becometransferred by or under this Act to the Central Government or the Governmentcompany, shall, out of the monies standing on the appointed day, to the creditof such provident, superannuation, welfare or other fund, stand transferred to,and shall vest in, the Central Government or the Government company, as thecase 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 that Government company in such manner as may beprescribed.

CHAPTER VI

COMMISSIONER OF PAYMENTS

14.Appointment of Commissionerof Payments:(1) TheCentral Government shall, for the purpose of disbursing the amounts payable tothe Company under sections 7 and 8, by notification, appoint a Commissioner ofPayments.

(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.Paymentby the Central Government to the Commissioner:(1) The Central Government shall, within thirty daysfrom the specified date, pay, in cash, to the Commissioner, for payment to theCompany –

(a) anamount equal to the amount specified in section 7, and

(b) anamount equal to the amount payable to the Company under section 8.

(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 and thesaid deposit account shall be operated by the Commissioner.

(3) The interest accruing onthe amount standing to the credit of the deposit account referred to in sub–section(2) shall ensure to the benefit of the Company.

16.Certainpowers of the Central government or Government company: (1) The Central Government orthe Government company, as the case may be, shall be entitled to receive up tothe specified date, to the exclusion of all other persons, any money due to theCompany, in relation to its undertakings which have vested in the CentralGovernment, or the Government company, realised after the appointed daynotwithstanding that the realisation pertains to a period prior to theappointed day.

(2) The Central Government orthe Government company, as the case may be, may make a claim to theCommissioner with regard to every payment made by it after the appointed dayfor discharging any liability of the Company in relation to any period prior tothe appointed day; and every such claim shall have priority in accordance withthe priorities attaching, under this Act, to the matter in relation to whichsuch liability has been discharged by the Central Government or the Governmentcompany.

(3) Save as otherwise providedin this Act, the liabilities of the Company in respect of any transaction priorto the appointed day, which have not been discharged on or before the specifieddate, shall be the liabilities of the Company.

17.Claimsto be made to the Commissioner: Every person having a claim against the Company shall prefer suchclaim before the 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 mayentertain the claim within a further period of thirty days and not thereafter.

18.Priorityof claims: The claims arising out of thematters specified in the Schedule shall have priorities in accordance with thefollowing principles, namely: –

(a) Category I will haveprecedence over all other categories and Category II will have precedence overCategory III, and so on;

(b) theclaims specified in each of the categories, except Category VI, shall rankequally and be paid in full, they shall abate in equal proportions and be paidaccordingly;

(c) the liabilities specifiedin Category VI shall be discharged, subject to the priorities specified in thissection, in accordance with the terms of the secured loans and the priority,inter se, of such loans; and

(d) 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.

19.Examination of claims:(1) On receipt of the claimsmade under section 17, the Commissioner shall arrange the claims in the orderof priorities specified in the Schedule and examine the same in accordance withsuch order of priorities.

(2) If, on examination of theclaims, the Commissioner is of opinion that the amount paid to him under thisAct 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 lowercategory.

20.Admission or rejection ofclaims:(1) After examining the claimswith reference to the priorities set out in the Schedule, the Commissionershall fix a certain date on or before which every claimant shall file the proofof his claim or be excluded from the benefit of the disbursements made by theCommissioner.

(2) Not less than fourteendays’ notice of the date so fixed shall be given by advertisement in one issueof a daily newspaper in English language and in one issue of such dailynewspaper in the regional language as the Commissioner may consider suitable,and every such notice shall call upon the claimant to file the proof of hisclaim with the Commissioner within the time specified in the advertisement.

(3) Every claimant who fails tofile the proof of his claim within the time specified by the Commissioner shallbe excluded from the disbursements made by the Commissioner.

(4) The Commissioner shall,after such investigation as may, in his opinion, benecessary and after giving the Company an opportunity of refuting the claim andafter giving the claimant a reasonable opportunity of being heard, in writing,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 an investigation under thisAct, have the same powers as are vested in a civil court under the Code ofCivil Procedure, 1908, while trying a suit, in respect of the followingmatters, 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 and the Commissioner shall bedeemed to be a civil court for the purposes of section 345 and Chapter XXVI ofthe Code of Criminal Procedure, 1973.

(7) A claimant who is satisfiedwith the decision of the Commissioner, may prefer anappeal against the decision to the principal civil court of originaljurisdiction within the local limits of whose jurisdiction the registeredoffice of the Company is situated:

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

21.Disbursementof money by the Commissioner to claimants: After admitting a claim under this Act, the amountdue in respect of such claim shall be paid by the Commissioner to the person ofpersons to whom such sums are due, and, on such payment, the liability of theCompany in respect of such claim shall stand discharged.

22.Disbursementof amount to the Company:(1) If, out of the monies paid to him in relation to theundertakings of the Company, there is a balance left after meeting theliabilities as specified in the Schedule, the Commissioner shall disburse suchbalance to the Company.

(2) Where the possession of anymachinery, equipment or other property, has vested in the Central Government orthe Government company under this Act, but such machinery, equipment or otherproperty does not belong to the Company, it shall be lawful for the CentralGovernment or the Government company to continue to possess such machinery orequipment or other property on the same terms and conditions under which theywere possessed by the Company immediately before the 1st day of April, 1975.

23.Undisbursed or unclaimedamount to be deposited to the general revenue account: Any money paid to theCommissioner which remains undisbursed or unclaimed for a period of three yearsfrom the last day on which the disbursement was made, shall be transferred bythe Commissioner to the general revenue account of the Central Government; buta claim to any money so transferred may be preferred to the Central Governmentby the person entitled to such payment and shall be dealt with as if suchtransfer had not been made, the order, if any, for payment of the claim beingtreated as an order for the refund of the revenue.

CHAPTER VII

MISCELLANEOUS

24.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.

25.Contracts to cease to haveeffect unless ratified by the central Government or Government: (1) Every contract entered intoby the Company in relation to its undertakings for any service, sale or supply,and in force immediately before the appointed day, shall, on and from the expiryof one hundred and eighty days from the date of promulgation of the Ordinance,cease to have effect unless such contract is, before the expiry of that period,ratified, in writing, by the Central Government or the Government company, and,in ratifying such contract, the Central Government or the Government companymay make such alteration or modification therein as it may think fit:

Provided that the CentralGovernment or the Government company shall not omit to ratify a contract, andshall not make any alteration or modification in a contract, unless it issatisfied that such contract is unduly onerous or has been entered into in badfaith or detrimental to the interests of the Central Government or theGovernment company.

(2) The Central Government orthe Government company shall not omit to ratify a contract, and, shall not makeany alteration or modification therein, except after giving to the parties tothe contract a reasonable opportunity of being heard and except afterrecording, in writing, its reasons for refusal to ratify the contract or formaking any alteration or modification therein.

26.Protectionof action taken in good faith: (1) No suit, prosecution or other legal proceedings shall lieagainst the Central Government or any officer of that Government or theCustodian or the Government company or any officer or other person authorisedby that Government or Government company for anything which is in good faithdone or intended to be done under this Act.

(2) No suit or other legal proceedingshall lie against the Central Government or any of its officers or otheremployees or the Government company or any officer or other person authorisedby that company for any damage caused or likely to be caused by anything whichis in good faith done or intended to be done under this Act.

27.Delegationof powers: (1) TheCentral Government may, by notification, direct that all or any of the powersexercisable by it under this Act, other than the power conferred by section 30,may also be exercised by such person or persons as may be specified in thenotification.

(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.

28.Penalties:Any person who, –

(a) havingin his possession, custody or control any property forming part of anyundertaking of the Company, wrongfully withholds such property from the CentralGovernment or the Government company; or

(b) wrongfully obtainspossession of, or retains, any property forming part of any undertaking of theCompany or wilfully withholds or fails to furnish to the Central Government orthe Government company or any person or body of persons specified by thatGovernment or Government company, any document relating to such undertakingwhich may be in his possession, custody or control or fails to deliver to theCentral Government or the Government company or any person or body of personsspecified by that Government or Government company, any assets, books ofaccount, registers or other documents in his possession, custody or control,relating to the undertaking of the Company; or

(c) wrongfully removes ordestroys any property forming part of any undertaking of the Company or prefersany claim under this Act which he knows or has reasonable cause to believe tobe false or grossly inaccurate,

shall be punishable withimprisonment for a term which may extend to two years, or with fine which mayextend to ten thousand rupees, or with both.

29.Offencesby companies: (1) Wherean offence under this Act has been committed by a company, every person who atthe time the offence was committed was in charge of, and was responsible to,the company for the conduct of the business of the company, as well as thecompany, shall be deemed to be guilty of the offence and shall be liable to beproceeded against and punished accordingly:

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

(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;

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

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

(2) In particular, and withoutprejudice to the generality of the foregoing power, such rules may provide forall 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 4;

(b) theform and the manner in which, and the conditions under which, the Custodianshall maintain accounts as required by section 11;

(c) themanner in which the monies in any provident or other fund referred to insection 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.

31.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 date on whichthis Act receives the assent of the President.

32.Declarationas to the policy of the state: It is hereby declared that this Act is for giving effect to thepolicy of the State towards securing the principles specified in clause (b) ofarticle 39 of the Constitution.

Explanation: In thissection, "State" has the same meaning as in article 12 of theConstitution.

33.Repealand saving:(1) TheBraithwaite and Company (India) Limited (Acquisition and Transfer ofUndertakings) Ordinance, 1976 (7 of 1976), is hereby repealed.

(2) Notwithstanding suchrepeal, anything done or any action taken under the Ordinance so repealed shallbe deemed to have been done or taken under the corresponding provisions of thisAct.

THE SCHEDULE

(Seesections 18, 19 and 20)

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THECOMPANY

PART ‘A’

Post-take over management period

Category I

Wages, salaries and other dues to the employees of the Company.

Category II

(a) (i)Loans advanced by the Central Government.

(ii) Secured loans advanced bybanks and financial institutions.

Category III

(a) Any other loans.

(b) Credit availed of by theCompany for the purpose of carrying on any trading or manufacturing operations.

Category IV

Revenue, taxes, cesses, rates or other dues or Central Governmentor a State Government.

PART ‘B’

Pre-take-over management period

Category V

Arrears in relation to contribution to be made by the Company tothe provident fund, salaries and wages and other amounts due to employees.

Category VI

Secured loans.

Category VII

Revenue, taxes, cesses, ratesor any other dues to the Central Government, a State Government, a localauthority or a State Electricity Board.

Category VIII

(a) Any credit availed of bythe Company for the purpose of trading or manufacturing operations.

(b) Any other dues.

**