MARUTI LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT 1980

THE MARUTI LIMITED (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT,1980

ACT No. 64 OF 1980

27th December, 1980

An Act to provide for the acquisition and transfer of theundertakings of Maruti Limited with a view to securing the utilisation of theavailable infrastructure, to modernise the automobile industry, to effect amore economical utilisation of scarce fuel and to ensure higher production ofmotor vehicles which are essential to the needs of the economy of the countryand for matters connected therewith of incidental thereto.

WHEREAS Maruti Limited had beenengaged in the manufacture and production of articles mentioned in the FirstSchedule to the Industries (Development and Regulation) Act, 1951 (65 of 1951),namely, automobiles;

AND WHEREAS an order has beenmade for the winding up of the Company and proceedings for its liquidation arepending in the High Court of Punjab and Haryana.

AND WHEREAS the undertakings ofthe Company have not been functioning;

AND WHEREAS it is necessary toutilise the Production facilities and equipment of the undertakings of theCompany so as to increase the production of motor vehicles and generateemployment in the interest of the general public;

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

CHAPTER I

PRELIMINARY

1.Short title and commencement: This Act may be called theMaruti Limited (Acquisition and Transfer of Undertaking) Act 1980.

(2) It shall be deemed to havecome into force on the 13th day of October, 1980.

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

(a) "appointedday" means the 13th day of October, 1980;

(b) "Commissioner"means the commissioner of Payments appointed under section 15;

(c) "Company" meansthe Maruti Limited, being a company within the meaning of the Companies, Act,1956 (1 of 1956), and having its registered office at Palam Gurgaon Road, Gurgaon (Haryana);

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

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

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

(g) wordsand expressions under 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 UNDERTAKING OF THE COMPANY

3.Transfer to, and vesting in, theCentral Government of the undertaking of the Company: On the appointed day, theundertaking of the Company and the right, title and interest of the Company inrelation to that undertaking shall, by virtue of this Act, stand transferred to, and shall vest in, the Central Government.

4.General effect of vesting: (1) The undertaking of theCompany shall be deemed to include all assets, rights, lease–holds,powers, authorities and privileges, and all property, movable and immovable,including land, buildings, workshops, stores, instruments, machinery andequipment, cash balance, cash on hand, reserve funds, investments, books, bookdebts, and all other rights, and interests in, or arising out of, such propertyas were immediately before the appointed day in the ownership, possession,power or control of the Company whether within or outside India, and all booksof account, registers and all 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, decree or order of any court, tribunal or other authorityrestricting the use of such properties in any manner shall be deemed to havebeen 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 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 the mortgage money or other dues in wholeor in part, out of the amounts specified in sections 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 Company in relation to any undertaking which hasvested in the Central Government under section 3 at any time before theappointed day and in force immediately before that day shall continue to be inforce on and after such day in accordance with its tenor in relation to, andfor the purposes of the said undertaking, and, on and from the day of vestingof such undertaking under section 6, in a Government company, that company, shallbe deemed to be substituted in such licence or other instrument as if suchlicence or other instrument had been granted to Government Company and thatGovernment company shall hold it for the remainder of the period for which theCompany would have held it under the terms thereof.

(6) If, on the appointed day,any suit, appeal or other proceeding of whatever nature in relation to anyproperty or asset 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 the transfer of the undertakings of the Company or of anything contained inthis Act, but the suit, appeal or other proceeding may be continued, prosecutedor enforced by or against the Central Government or where the undertakings ofthe Company are directed, under section 6, to vest in a Government company byor against such Government company.

5.Central Government or Governmentcompany not to be liable for prior liabilities: (1) Every liability, of the Company in respect ofany period prior to the appointed day, shall be the liability of the Companyand shall be enforceable against it and not against the Central Government, orwhere the undertakings of the company are directed under section 6 to vest in aGovernment 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 ofCompany 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 on or 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 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 to vest in a Government company, againstthat Government company.

6.Power of Central Governmentto direct vesting of the undertakings of Company in a Government Company: (1) Notwithstanding anythingcontained in sections 3 and 4, the Central Government may subject such termsand conditions as it may think fit to impose, direct, by notification, that theundertakings of the Company, and the right, title and interest of the Companyin relation to its undertakings which have vested in the Central governmentunder section 3, shall, instead of continuing to vest in the CentralGovernment, vest in a Government company either on the date of notification oron such earlier or later date (not being a date earlier than the appointed day)as may be specified in the notification.

(2) Where the right, title andinterest of the Company in relation to its undertakings, vest in a Governmentunder sub–section (1), the Government company, shall, on and from thedate of such vesting be deemed to have become, the owner in relation to suchundertaking and all the rights and liabilities of the Central Government inrelation to such undertakings shall, on and from the date of such vesting, bedeemed to have become the rights and liabilities of the Government 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 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 amount of rupees fourhundred and thirty four lakhs.

8.Payment of further amounts: (1) The amount specified insection 8 shall carry simple interest at the rate of four percent perannum for the period commencing on the appointed day and ending on the date onwhich payment of such amount is made by the Central Government to theCommissioner.

(2) The amount determined inaccordance with the provisions of sub–section (1) shall be paid by theCentral Government to the Company in addition to the amount specified insection 7.

(3) 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 amount referred to in section 7, and also from theamount determined under sub–section (1) in accordance with the rightsand interests of the creditors of the Company.

CHAPTER IV

MANAGEMENT, ETC, OF THE UNDERTAKINGS OF THE COMPANY

9.Management, etc., of theundertakings of the Company: (1) The general superintendence, direction, control andmanagement of the affairs and business of the undertakings of the Company, theright, title and interest in relation to which have vested in the CentralGovernment under section 3, shall, –

(a) Where a direction has beenmade by the Central Government under sub–section (1) of section 5, veston and from the date 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 or Custodians so appointed as the casemay be, shall be entitled to exercise, to the exclusion of all other persons,all such powers and do all such things as the Company is authorised to exerciseand do in relation to its undertakings.

(2) The Central Government mayappoint one or more individuals or a Government company as the Custodian orCustodians of the undertakings of the company is relation to which no directionhas been made by it under sub–section (1) of section 6.

10.Duty to deliver possessionof the undertakings of the Company and documents relating thereto: (1) Notwithstanding anyjudgment, decree or order of any court, tribunal or other authority or anythingcontained in any law for the time being in force, the Official Liquidator ofthe Company or any other person, in whose possession or custody or under whosecontrol the undertakings of the Company or any part thereof may be, shallforthwith deliver possession of the undertakings of the Company or any partthereof to the Central Government, or where the undertakings of the Company arevested under section 6 in a Government company, to that Company.

(2) on the vesting of themanagement of the undertakings of the Company in a Government company or on theappointment of the Custodian or Custodians, the Official Liquidator of theCompany or any other person who has, on the appointed day, in his possession orcustody or under his control any books, documents or other papers relating tothe undertakings of the Company immediately before such vesting or appointment,shall be bound to deliver the said books, documents or other papers to theGovernment company or the Custodian or Custodians or to such personas theCentral Government or the Government company, as the case may be, may specifyin this behalf.

(3) The Central Government maytake or cause to be taken all necessary steps for securing possession of theundertakings of the Company which have vested in its under section 3.

(4) The Central Government mayissue such directions as it may deem desirable in the circumstances of the caseto the Government company or the Custodian or Custodians, and such Governmentcompany, Custodian or Custodians may also, if it is considered necessary so todo, apply to the Central Government at any time for instructions as to themanner in which the management of the undertakings of the Company shall beconducted or in relation to any other matter arising in the course of suchmanagement.

(5) The Custodian or Custodiansshall receive from the funds of the undertakings of the Company suchremuneration as the Central Government may fix and shall hold office during thepleasure of the Central Government.

11.Dutyto furnish particulars: (1) The Company shall, within such period as the CentralGovernment may allow in this behalf, furnish to that Government or to theGovernment company a complete inventory of all the properties and assets of theCompany as on the appointed day pertaining to the undertakings which havevested in the Central government or the Government company, as the case may be.

(2) So much of the obligationof the Company under sub–section (1) as relates to the properties andassets of the Company in the possession, custody or control of the OfficialLiquidator of the Company shall be discharged by him.

12.Accountsand audit: The Custodian or Custodians ofthe undertakings of the Company shall maintain an account of the undertakingsof the Company in such form and manner and subject to such conditions as may beprescribed and the provisions of the Companies Act, 1956, shall apply to theaudit of the accounts so maintained as they apply to the audit of the accountsof a company.

CHAPTER V

PROVISIONS RELATING TO EMPLOYEES OF THE COMPANY

13.Employmentof certain employment to Continue: (1) Every person who has been, immediately before the appointedday, employed in any undertaking of the Company shall become, –

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

(b) Where the undertakings ofthe Company are directed under sub–section (1) of section 6, to vest ina Government company, an employee of that company on and from the date of suchvesting,

and shall hold office orservice under the Central Government or the Government company, as the case maybe, with the same rights and privileges as to pension, gratuity and othermatters as would have been admissible to him to him if there had been no suchvesting and shall continue to do so unless and until his employment under theCentral 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) Notwithstanding anythingcontained in the Industrial Disputes Act, 1947, or in any other law for thetime being in force, the transfer of the services of any officer or otherperson employed in any undertaking of the Company to the Central Government orthe Government company, shall not entitle such officer or other employee to anycompensation under this Act or under any other law for the time being in forceand no such claim shall be entertained by any court, tribunal or otherauthority.

(3) 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.

14.Provident fund and otherfunds: (1) Where the Company hasestablished a provident fund, superannuation fund, welfare fund or other fundfor the benefit of the persons employed in any of the undertakings of theCompany, the monies relatable to the officers or other employees whose serviceshave 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, welfare or other fund, standtransferred to , and shall vest in, the Central Government or the Governmentcompany, 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 that company in such manner as may be prescribed.

CHAPTER VI

COMMISSIONER OF PAYMENTS

15.Appointmentof Commissioner of Payments: (1) The Central Government shall, for the purpose of disbursingthe amounts payable under sections 7 and 8, by notification, appoint aCommissioner 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.

16.Paymentby Central Government to the Commissioner: (1) The Central Government shall, within thirtydays from the specified ¹ date,pay in cash to the Commissioner, for payment to each of the Company, –

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

(b) anamount equal to the amounts 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 Commissioner shallbe deposited by him to the credit of the said deposit account and the saiddeposit account shall be operated by the Commissioner.

(3) Records shall be maintainedby the Commissioner in respect of the undertakings of the Company in relationto which payments has been made to him under this Act.

(4) 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 Company.

____________________

26.3.1981 – Vide NotificationNo.S.O.218 (E), dated 26.3.1981, Government of India, Exty. PT.II, section 3 (ii), P.376.

17.Certainpowers of Central Government or Government company: (1) The Central Government or the Governmentcompany, as the case may be, shall be entitled to receive up to the specifieddate, to the exclusion of all other persons, any money due to the Company, inrelation to its undertakings which have vested in the Central Government or theGovernment Company, and realised after the appointed day notwithstanding thatthe realisation pertains to a period prior to the appointed 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 that Government or GovernmentCompany, after the appointed day, for discharging any liability of the Companyin relation to any period prior to the appointed day, and every such claimshall have priority, in accordance with the priorities attaching, under thisAct, to the matter in relation to which such liability has been discharged bythe Central Government or the Government company.

(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.

18.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.

19.Priorityof claims: The claims made under section18 shall have priorities in accordance with the following principles, namely: –

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

(b) the claims specified ineach of the categories shall rank equally and be paid in full, but, if theamount is insufficient to meet such claims in full, they shall abate in equalproportions 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.

20.Examinationof claims: (1) On receipt of the claimsmade under section 18, 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.

21.Admissionor rejection of claims: (1) After examining the claims with reference to the prioritiesset out in the Schedule, the Commissioner shall fix a certain date on or beforewhich every claimant shall file the proof of his claim.

(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 disbursement made by the Commissioner.

(4) The commissioner shall,after such investigation as may, in his opinion, be necessary and after givingthe concerned company an opportunity of refuting the claim and after giving theclaimant a reasonable opportunity of being heard, admit or reject by order inwriting 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 may 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 purposes of section195 and 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 appeal againstsuch decision to the principal civil Court of original jurisdiction within thelocal limits of whose jurisdiction the registered office of the Company issituated:

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

22.Disbursementof money by Commissioner: After admitting a claim under this Act, the amount due in respectof such claim shall be paid by the Commissioner to the person or persons towhom such amount is due, and on such payment, the liability of the Company inrespect of such claim relating to the undertakings of the Company shall standdischarged.

23.Disbursementof amounts 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 appointed day.

24.Undisbursed or unclaimedamount to be deposited with 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 transferred by the Commissioner, before his office is finally wouldup, to the general revenue account of the Central Government; but a claim toany money so transferred may be preferred to the Central Government by theperson entitled to such payment and shall be dealt with as if such transfer hadnot been made, and the order, if any, for the payment of the claim beingtreated as an order for the refund of revenue.

CHAPTER VII

MISCELLANEOUS

25.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.

26.Contracts to cease to haveeffect unless ratified by the Central Government or the Government company: Every contract entered into bythe Company in relation to its undertaking, which has vested in the CentralGovernment under section 3 for any service, sale or supply, and in forceimmediately before the appointed day, shall, on and from the expiry of onehundred and eighty days from the appointed day, cease to have effect unlesssuch contract is, before the expiry of that period, ratified, in writing, bythe Central Government or the Government company in which such undertakingshave been vested under Act, and in ratifying such contract, the CentralGovernment or the Government company may make such alteration or modificationtherein as it may think fit:

Provided that the CentralGovernment or such Government shall not omit to ratify a contract and shall notmake any alteration or modification in a contract–

(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 alteration or modification therein.

27.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 the Custodian or any officer or other person authorisedby the Central Government or Government company for anything which is in goodfaith done or intended to be done under this Act.

(2) No suit, or other legalproceeding, shall lie against the Central Government or any officer or otheremployee or the Government company or the Custodian or any officer or otherperson, authorised by the Central Government or the Government company for anydamage caused or likely to be caused by anything which is in good faith done orintended to be done under this Act.

28.Delegation of powers: (1) The Central Governmentmay, by notification direct that all or any of the powers exercisable by itunder this Act, other than the powers conferred by this Section, section 31, orsection 32, may also be exercised by such person or person as may be specifiedin the 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.

29.Penalties: Any person who–

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

(b) wrongfullyobtains possession of or retains, any property forming part of any undertakingof the Company; 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 Government company, as the casemay be, any document relating to such undertaking, which may be in hispossession, custody or control; or

(d) fails to deliver to theCentral Government or the Government company, or to any person or body ofpersons specified by that Government or Government company, any assets, booksof account, registers or other documents in his possession custody orcontrol, relating to the undertakings of the Company; or

(e) wrongfullyremoves or destroys any property forming part of any undertaking of theCompany; or

(f) 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.

30.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 punished 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 thepurpose 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.

31.Powerto make rules: (1) TheCentral Government may, by notification, make rules for carrying out theprovisions of his 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 referred to in sub–section(3) of section 4 shall be given;

(b) thefor and the manner in which, and the conditions subject to which, the Custodianor Custodians shall maintain accounts under section 12;

(c) themanner is which the monies in any provident fund or other fund under section 14shall 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 atotal period of thirty days which may be comprised in one session or in two ormore successive sessions and if, before the expiry of the sessionimmediately following the session or the successive sessions aforesaid, bothHouses agree in making any modification in the rule or both Houses agree thatthe rule should not be made, the rule shall thereafter have effect only in suchmodified form or be of no effect, as the case may be;, so however, that anysuch modification or annulment shall be without prejudice to the validity ofanything previously done under that rule.

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

33.Repealand saving: (1) TheMaruti Limited (Acquisition and Transfer of Undertakings) Ordinance, 1980(4 of1980), is hereby repealed.

(2) Notwithstanding such repealanything done or any action taken under the said Ordinance shall be deemed tohave been done or taken under the corresponding provisions of this Act.

THE SCHEDULE

[Seesections 19, 20, 21 and 23]

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THECOMPANY

Category I

(a) Employees’ dues on accountof unpaid salaries, wages, provident fund, Employees’ State Insurancecontribution or premium relating to the Life Insurance Corporation of India orany other amounts due to the employees;

(b) Revenues, taxes, cesses,rates or other dues to the Central Government, State Government and localauthorities or the State Electricity Board.

Category II

Amounts due to the Governmentof Haryana towards the cost of land

Category III

Secured loans with interest

Category IV

(a) Deposits received from thepublic or from the members of the Company;

(b) Deposits towardsdealership;

(c) Any credit availed of forpurposes of trade or manufacturing operations;

(d) Share application monieswhere shares were not allotted.

Category V

Any other dues.