HIND CYCLES AND SEN-RALEIGH LIMITED (NATIONALISATION) ACT 1980

THE HIND CYCLES AND SEN-RALEIGH LIMITED (NATIONALISATION) ACT,1980

ACT No. 70 OF 1980

27thDecember, 1980

An Act to provide for the acquisition of the undertakings of theHind Cycles and Sen-Raleigh Limited, with a view tosecuring the proper management of such undertakings so as to subserve the interest of the general public byensuring the continued manufacture, production and distribution of bicycles,and their component parts and accessories which are essential to the needs ofthe economy of the country and for matters connected therewith or incidentalthereto.

WHEREASHind Cycles Limited and Sen–Raleigh Limitedhas been engaged in the manufacture, production and distribution of articlesmentioned in the First Schedule to the Industries (Development and Regulation)Act, 1951(65 of 1951), namely, bicycle and their component parts andaccessories;

ANDWHEREAS the management of the undertakings of the Hind Cycles Limited and Sen–Raleigh Limited were taken over by the CentralGovernment under the provisions of the Industries (Development and Regulation)Act, 1951(65 of 1951);

ANDWHEREAS it is necessary to acquire the undertakings of the Hind Cycles and Sen–Raleigh Limited to ensure that the interests ofthe general public are served by the continuance, by the undertakings of thecompanies, of the manufacture, production and distribution of the aforesaidarticles which are essential to the needs of the economy of the country;

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

CHAPTER I

Preliminary

1.Short titleand commencement: (1) This Act may be called the HindCycles and Sen–Raleigh Limited(Nationalisation) Act, 1980.

(2) Itshall be deemed to have come into force on the 15th day of October, 1980.

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

(a)"appointed day" means the 15th day ofOctober, 1980;

(b)"Commissioner" means the Commissioner of Payments appointed undersection 15;

(c)"Custodian" means the Custodian appointed under sub–section(2) of section 9 to take over; or carry on, the management of the undertakingsof either; or both, of the two companies;

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

(e)"prescribed" means prescribed by rules madeunder this Act;

(f)"Sen–Raleigh Limited" includes Sen and Pandit IndustriesLimited, Ancillary Industries (Lugs) Private Limited, Ancillary Industries(Forgings) Private Limited, Ancillary Industries (Cranks) Private Limited and Naokhali Machine Tools Limited, all having their registeredoffices at 1, Middeton Street, Calcutta;

(g)"specified date", in relation to any provision of this Act, meanssuch date as the Central Government may, by notification, specify for thepurposes of that provision, different dates may be specified for differentprovisions of this Act;

(h)"two companies" means the Hind Cycles and Sen–RaleighLimited, being companies as defined in the Companies Act, 1956(1 of 1956), andhaving their registered offices at Birlagram, Nagda (Madhya Pradesh), and 1, Middleton Street, Calcutta,respectively;

(i) words and expressions used herein and not defined butdefined in the Companies Act, 1956(1 of 1956), shall have the meaningsrespectively assigned to them in that Act

CHAPTER II

Acquisition of the undertakings of the twocompanies

3.Transfer to,and vesting in, the Central Government of the undertakings of the twocompanies: On theappointed day, the undertakings of each of the two companies, and the right,title and interest of each of the two companies in relation to itsundertakings, shall, by virtue of the Act, stand transferred to, andshall vest in, the Central Government.

4.Generaleffect of vesting: (1) The undertakings of each of the twocompanies referred to in section 3 shall be deemed to include all assets,rights, lease–holds, powers, authorities and privileges, and allproperty, movable and immovable, including lands, buildings, workshops, stores,instruments, machinery and equipment, cash balances, cash on hand, cheques,demand drafts, reserve funs, investments, book debts, and all other rights andinterest in, or arising out of such, property as were immediately before theappointed day in the ownership, possession power or control of such companywhether within or outside India, and all books of account, registers and allother documents of whatever nature relating thereto, and shall also be deemedto include the liabilities specified in sub–section (2) of section 5.

(2) Allproperties as aforesaid which have vested in the Central Government undersection 3 shall, by force of such vesting, be freed and discharged from anytrust, obligation, mortgage, charge, lien and all other incumbrancesaffecting them, and any attachment, injunction, decree or order of any court,restricting the use of such properties in any manner or appointing any receiverin respect of the whole or any part of such properties shall be deemed to havebeen 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 interest, payment of themortgage money or other dues, in whole or in part, out of the amount specified,in relation to the company owning such property, in the First Schedule, andalso out of the amounts referred to in section 8, but, no such mortgage,charge, lien or other interest shall be enforceable against any property whichhas vested in the Central Government.

(5) Anylicence or other instrument granted to either of the two companies in relationto any undertaking which has vested in the Central Government under section 3at any time before the appointed day and in force immediately before that dayshall continue to be in force on and after such day in accordance with itstenor in relation to an for the purposes of such undertaking, and , on and fromthe date of vesting of such undertaking under section 6 in a Governmentcompany, and such Government company, shall be deemed to be substituted in suchlicence or other instrument as if such licence or other instrument had beengranted to such Government company and such Government company, shall hold itfor the remainder of the period for which the company to which it was grantedwould have held it under the terms thereof.

(6) If,on the appointed day, any, suit, appeal or other proceeding of whatever nature,in relation to any matter specified in sub–section (2) of section 5 inrespect of any undertakings of either the two companies instituted or preferredby or against either of the two companies is pending, the same shall not abate,be discontinued or be, in any way, prejudicially affected by reason of thetransfer of the undertakings of either of two companies or of anythingcontained in this Act, but the suit, appeal or other proceeding may becontinued, prosecuted or enforced by or against the Central Government, orwhere the undertakings of the two companies are directed under section 6 tovest in Government by or against such concerned Government company.

5.Ownersof the two Companies to be liable for certain prior liabilities: (1)Every liability, other than the liability specified in sub–section (2),of each of the two companies in respect of any period prior to the appointedday, shall be the liability of the concerned company and shall be enforceableagainst it and not against the Central Government, or where the undertakings ofthe two companies are directed under section 6, to vest in Government company,against the concerned Government company.

(2) Anyliability arising in respect of materials supplied to either of the twocompanies after the management of its undertakings had been taken over by theCentral Government, shall, on and from the appointed day, be the liability ofthe Central Government or of the concerned Government company aforesaid, andshall be discharged by that Government or Government Company, as and whenrepayment for such supplies becomes due and payable.

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

(a)save as otherwise expressly provided in this section or in any other provisionof this Act, no liability, other than the liability specified in sub–section(2), of either of the two companies in relation to its undertakings in respectof any period prior to the appointed day shall l be enforceable against the CentralGovernment, or, where the undertakings of the two companies are directed, undersection 6, to vest in Government company, against the concerned Governmentcompany;

(b) noaward, decree or order of any court, tribunal or other authority in relation tothe undertakings of either of the two companies, passed on or after theappointed day, in respect of any matter, claim or dispute, not being a matter,claim or dispute in relation to any matter referred to in sub–section(2), which arose before that day, shall be enforceable against the CentralGovernment, or where the undertakings of the two companies are directed, undersection 6, to vest in Government company, against the concerned Governmentcompany;

(c) no liability incurred by either of the two companies beforethe appointed day, for the contravention of any provision of law for the timebeing in force, shall be enforceable against the Central Government, or, wherethe undertakings of the two companies are directed, under section 6, to vest inGovernment company, against the concerned Government company.

6.Powerof Central Government to direct vesting of the undertakings of the twocompanies in two Government Company: (1) Notwithstandinganything contained in section 3 and 4, the Central Government may, subject tosuch terms and conditions as it may think fit to impose, direct, bynotification, that each of the undertakings of the two companies and the right,title and interest of each of the two companies in relation to their respectiveundertakings which have vested in the Central Government under section 3, andsuch of the liabilities of each of the two companies as are specified in sub–section(2) of section 5, shall, instead of continuing to vest in the CentralGovernment, vest in two Government companies either on the date of thenotification or on such earlier or later date (not being a date earlier thanthe appointed day) as may be specified in the notification.

(2)Where the right, title and interest, and the liabilities referred to in sub–section(2) of section 5, of each of the two companies, in relation to theirundertakings vest, in two Government companies under sub–section (1),the Government companies shall, on and from the date of such vesting, be deemedto have become, owners in relation to such undertakings, 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 the Government companies.

CHAPTER III

Payment of amounts

7.Payment ofamount: For thetransfer to, and vesting, in, the Central Government, under section 3, of theundertakings of each of the two companies, and the right, title and interest ofeach of the two companies in relation to its undertakings, there shall be paidby the Central Government to each of the two companies, in cash and in themanner specified in Chapter VI, amount equal to the amount specified againstthe name of such company in the First Schedule.

8.Paymentof further amounts: (1) For the deprivation of the twocompanies of the management of their undertakings, there shall be given by theCentral Government to each of the companies in cash, an amount calculated atthe rate specified against the name of such company in the Second Schedule forthe period commencing on the date on which the management of the undertakingsof such company was taken over in pursuance of the orders made by the CentralGovernment under the provisions of the Industries (Development and Regulation)Act, 1951(65 of 1951) and ending on the appointed day.

(2) Theamount specified to in section 7 and the amount calculated in accordance withthe provisions of sub–section (1) shall carry simple interest at therate of four percent per annum for the period commencing on the appointed dayand ending on the date on which payment of such amounts is made by the CentralGovernment to the Commissioner.

(3) Theamount determined in accordance with the provisions of sub–section (1)and (2) shall be given by the Central Government to the two companies inaddition to the amount specified in First Schedule.

CHAPTER IV

Management, etc, of the undertakings ofthe two companies

9.Management,etc., of the undertakings of the two companies: The general superintendence,direction, control and management of the affairs and business of theundertakings of each of the two companies, the right, title and interest inrelation to 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 6, vest in the Government company specified in such direction;or

(b) where no such direction has been made by the CentralGovernment, vest in one or more Custodians appointed by the Central Governmentunder sub–section (2),

andthereupon the Government company so specified, or the Custodian or Custodiansso appointed, as the case may be, shall be entitled to exercise, to theexclusion of all other persons, all such powers and do all such things aseither, or both, of the two companies, is or are, authorised to exercise and doin relation to its or their undertakings.

(2) TheCentral Government may appoint one or more individuals or a Government companyas the Custodian or Custodians of the undertakings of either, or both, of thetwo companies in relation to which no direction has been made by it under sub–section(1) of section 6.

(3) TheCustodian or Custodians so appointed shall receive, from the funds of theundertakings of the two companies, such remuneration as the Central Governmentmay fix and shall hold office during the pleasure of the Central Government.

10.Dutyof persons in charge of management of undertakings of the two companies todeliver all assets, etc.: (1) On the vesting of the management ofthe undertakings of the two companies in Government companies, or on theappointment of a Custodian or Custodians, all persons in charge of themanagement of the undertakings of either of the two companies immediatelybefore such vesting or appointment, shall be bound to deliver to the concernedGovernment company, or the Custodian or Custodians, as the case may be, allassets, books of account, registers or other documents in their custodyrelating to the undertakings.

(2) TheCentral Government may issue such directions as it may deem desirable in thecircumstances of the case to the Government company or Custodian or Custodians,and such Government company or the Custodian or Custodians may also, if it isconsidered necessary so to do, apply to the Central Government at any time forinstructions as to the manner in which the management of the undertakings ofthe two companies shall be conducted or in relation to any other matter arisingin the course of such management.

11.Dutyof persons to account for assets, etc., in their possession:(1) Anyperson who has, on the appointed day, in his possession or under his controlany assets, books, documents or other papers relating to the undertakings ownedby the two companies, which have vested in the Central Government or inGovernment companies under this Act, which belong to two companies or wouldhave so belonged, if the undertakings owned by two companies had not vested inthe Central Government or such Government companies shall be liable to accountfor the said assets, books, documents and other papers to the CentralGovernment or the Government company, and shall deliver them up to the CentralGovernment or such Government company or to such person or persons as theCentral Government or the concerned, Government company may specify in thisbehalf.

(2) TheCentral Government or the Government companies aforesaid may take, or cause tobe taken, all necessary steps for securing possession of the undertakings ofthe two companies which have vested in the Central Government or the Governmentcompany under this Act.

(3) Thetwo companies shall, within such period as the Central Government may allow inthis behalf, furnish to that Government a complete inventory of all theirproperties and assets, as on the appointed day, pertaining to the undertakingswhich have vested in the Central Government under section 3, and, for thispurpose, the Central Government or the Government company aforesaid shallafford to the two companies all reasonable facilities.

12.Accounts and Audit: The Custodian or Custodiansof the undertakings of either, or both, of the two companies shall maintain anaccount of the undertakings of the concerned company or companies in such formand manner and under such conditions as may be prescribed and the provisions ofthe Companies Act, 1956(1 of 1956), shall apply to the audit of the accounts somaintained as they apply to the audit of the accounts of a company.

CHAPTER V

Provisions relating to employees of thetwo companies

13.Continuance of employees: (1) Every person who hasbeen, immediately before the appointed day, employed in any undertaking ofeither of the two companies shall become, –

(a) on and from the appointed day, an employee of the CentralGovernment, and

(b)Where the undertakings of the two companies are directed, under section 6, tovest, in Government Companies, an employee of the concerned Government companyon and from the date of such vesting or transfer;

andshall hold office or service under the Central Government or the concernedGovernment company, as the case may be, with the same rights and privileges asto pension, gratuity and other matters, as would have been admissible to him ifthere had been no such vesting and shall continue to do so unless and until hisemployment under the Central Government or the concerned Government company, asthe case may be, is duly terminated or until his remuneration and otherconditions of service are duly altered by the Central Government or theConcerned Government 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 of eitherof the two companies, to the Central Government or a Government company, shallnot entitle such officer or other employee to any compensation under this Actor any other law for the time being in force and no such claim shall beentertained by any court, tribunal or other authority.

14.Providentfund and other funds: (1) Where either of the two companies hasestablished a provident fund, superannuation, welfare or other fund for thebenefit of the persons employed in any of its undertakings, the moneysrelatable to the officers or other employees whose services have becometransferred by or under this Act to the Central Government or an existing, or anew, Government company shall, out of the moneys standing, on the appointedday, to the credit of such provident fund, superannuation, welfare or otherfund, stand transferred to , and shall vest in, the Central Government or theconcerned Government company, as the case may be.

(2) Themoneys which stand transferred under sub–section (1) to the CentralGovernment or the Government company, as the case maybe, shall be dealt with by that Government or Government company in such manneras may be prescribed.

CHAPTER VI

Commissioner of Payments

15.Appointment of Commissioner of Payments: (1)The Central Government shall, for the purpose of disbursing the amounts payableunder sections 8 and 9 to each of the two companies, by notification, appoint aCommissioner 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.

16.Payment by Central Government to the Commissioner: (1)The Central Government shall, within thirty days from the specified ¹ date,pay in cash to the Commissioner, for payment to each of the two companies,

(a) an amount equal to the amount specified against the name ofsuch company in the First Schedule; and

(b) an amount equal to the amounts payable to each of the twocompany in the First Schedule; and

(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)Separate records shall be maintained by the Commissioner in respect of theundertakings of each of the two companies in relation to which payments havebeen 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 the twocompanies.

____________________

1.31.3,1981 – Vide notification No.S.O.263 (E), dated 31.3.1981; Government ofIndia, Exty., PT. II, Section 3 (ii), p.414.

17.Certainpowers of Central Government or Government companies: (1)The Central Government or the concerned Government company, as the case may be,shall be entitled to receive up to the specified date, to the exclusion of allother persons, any money due to either of the two companies in relation to itsundertakings which have vested in the Central Government or the Governmentcompany and realised after the appointed day, notwithstanding that therealisation pertains to a period prior to the appointed day.

(2) TheCentral Government, or the concerned Government company, as the case may be,may make a claim to the Commissioner with regard to every payment made by thatGovernment or Government company after the appointed day, for discharging anyliability of either of the two companies, not being any liability specified insub–section (2) of section 5, in relation to any period prior to theappointed day, and every such claim shall have priority, in accordance with thepriorities attaching, under this Act, to the matter in relation to which suchliability has been discharged by the Central Government or the Governmentcompany.

(3)Save as otherwise provided in this Act, the liabilities or either of the twocompanies in respect of any transaction prior to the appointed day which havenot been discharged on or before the specified date shall be the liabilities ofthe respective company.

18.Claimsto be made to the Commissioner: Every person having a claim againsteither of the two companies with regard to any of the matters specified in theThird Schedule pertaining to any undertakings owned by it, shall prefer suchclaim before the Commissioner within thirty days from the specified date :

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

19.Priority of claims: The claims made undersection 18 shall have priorities in accordance with the following principles,namely: –

(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) the question of discharging any liability with regard to amatter specified in a lower category shall arise only if a surplus is leftafter meeting all the liabilities specified in the immediately higher category.

20.Examination of claims: (1) On receipt of theclaims made under section 18, the Commissioner shall arrange the claims in theorder of priorities specified in the Second Schedule and examine the same inaccordance with such order.

(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.

21.Admission or rejection of claims: (1)After examining the claims with reference to the priorities specified in theThird Schedule, the Commissioner shall fix a date on or before which everyclaimant shall file the proof of his claim.

(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 languagehaving circulation in the major part of the country and in one issue of anydaily newspaper in such regional language as the Commissioner may considersuitable, and every such notice shall call upon the claimant to file the proofof his claim with the Commissioner within the period specified in theadvertisement.

(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,admit or reject by order in writing 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 anyinvestigation under this Act, have the same powers as are vested in a civilcourt under the Code of Civil Procedure, 1908(5 of 1908), while trying a suit,in respect of the following matters, namely : –

(a) the summoning and enforcing the attendance of any witnessand examining him on oath;

(b) the discovery and production of any document or othermaterial object producible as evidence;

(c) the reception of evidence on affidavits;

(d) the issuing of any commission for the examination ofwitnesses.

(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 CriminalProcedure(2 of 1974).

(7) Aclaimant who is dissatisfied with the decision of the Commissioner may preferan appeal against such 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, such appeal, shall lie to the High Court exercising jurisdictionover the place in which the registered office of the concerned company issituated and such appeal shall be heard and disposed of by not less than twoJudges of that High Court.

22.Disbursement of money by Commissioner: Afteradmitting a claim under this Act, the amount due in respect of such claim shallbe paid by the Commissioner to the person or persons to whom such amount isdue, and on such payment, the liability of each of the two companies in respectof such claim shall stand discharged.

23.Disbursement of amounts to the two companies: (1)If, out of the moneys paid to him in relation to the undertakings of either ofthe two companies, there is a balance left after meeting the liabilities asspecified in the Third Schedule, the Commissioner shall disburse such balanceto the concerned company.

(2)Where the possession of any machinery, equipment or other property has vestedin the Central Government or the Government company under this Act, but suchmachinery, equipment or other property does not belong to either of the twocompanies, it shall be lawful for the Central Government or the concernedGovernment company, as the case may be, to continue to possess such machineryor equipment or other property on the same terms and conditions under whichthey were possessed by either of the two companies immediately before theappointed day.

24.Undisbursedor unclaimed amount to be deposited with 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 would 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 revenue.

CHAPTER VII

Miscellaneous

25.Actto have overriding effect: The provisions of this Act shall have effectnotwithstanding anything inconsistent therewith contained in any other law forthe time being in force or in any instrument having effect by virtue of anylaw, other than this Act, or in any decree or order of any court, tribunal orother authority.

26.Contractsto cease to have effect unless ratified by the Central Government or Governmentcompanies: Everycontract entered into by either of the two companies in relation to any of itsundertaking 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 period of thirty day from the appointed day,cease to have effect unless such contract is, before the expiry of that period,ratified, in writing, by the Central Government or the Government companyconcerned in which such undertakings has been vested under this Act and inratifying such contract, the Central Government or such Government company maymake such alteration or modification therein as it may think fit:

Providedthat the Central Government or the such Governmentcompany shall not omit to ratify a contract and shall not make any alterationor modification in a contract–

(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 reasonableopportunity of being heard and except after recording in writing its reasonsfor refusal to ratify the contract or for making any alteration or modificationtherein.

27.Penalties: Any person who–

(a)having in his possession, custody or control any property forming part of anyundertaking of either of the two companies, wrongfully withholds such propertyfrom the Central Government or the Government company concerned; or

(b) wrongfully obtains possession of or retains, any propertyforming part of any undertaking of either of the two companies: or

(c)wilfully withholds or fails to furnish to the Central Government or theGovernment company concerned or any person or body of persons specified by thatGovernment or such Government company, any document relating to suchundertaking, which may be in his possession, custody or control; or

(d)fails to deliver to the Central Government or the Government company concernedor any person or body of persons specified by that Government or Governmentcompany, any assets, books of account, registers or other documents in hispossession, custody or control, relating to the undertakings of eitherof the two companies; or

(e) wrongfully removes or destroys any property forming part ofany undertaking of either of the two companies or prefers any claim which heknows or has reasonable cause to believe to be false or grossly inaccurate.

shall bepunishable with imprisonment for a term which may extend to two years, or withfine which may extend to ten thousand rupees, or with both.

28.Offences by companies: (1) Where an offence underthis Act has been committed by a company, every person who, at the time theoffence was committed, was in charge of, and was responsible to, the companyfor the conduct of the business of the company, as well as the company, shallbe deemed to be guilty of the offence and shall be liable to be proceededagainst and punished 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 andincludes a firm or other association of individuals; and

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

29.Protection of action taken in good faith: (1) Nosuit, prosecution or other legal proceeding shall lie against the CentralGovernment or any officer of that Government or the Custodian or the Governmentcompanies or other person authorised by that Government for anything which isin good faith done or intended to be done under this Act.

(2) Nosuit, or other legal proceeding, shall lie against the Central Government orany of its officers or other employee of the Custodian or the Governmentcompanies or any officer or other person authorised by those Companies for anydamage caused or likely to be caused by anything which is in good faith done orintended to be done under this Act.

30.Delegationof powers: (1) The Central Government may, by notification directthat all or any of the powers exercisable by it under this Act, other than thepowers conferred by this Section, section 31, or section 32, may also beexercised by such person 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.

31.Power to make rules: (1) The Central Governmentmay, by notification, make rules 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) the time within which, and the manner in which, anintimation referred to in sub–section (3) of section 4 shall be given;

(b) the form and manner in which and the conditions under which,the Custodian or Custodians shall maintain the accounts as required by section12;

(c) the manner in which the money in any provident fund or otherfund, referred to in section 14, shall be dealt with;

(d) any other 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 isin session, for a total period of thirty days which may be comprised in onesession or in two or more successive sessions and if, before the expiry of thesession immediately following the session or the successive sessions aforesaid,both Houses agree in making any modification in the rule or both Houses agreethat the rule should not be made, the rule shall thereafter have effect only insuch modified 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.Power to remove difficulties: If any difficulty arises ingiving effect to the provisions of this Act the Central Government may byorder, not inconsistent 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.

33.Repeal and saving: (1) The Hind Cycles and Sen–Raleigh Limited (Nationalisation) Ordinance,1980(16 of 1980), is hereby repealed.

(2)Notwithstanding such repeal anything done or any action taken under the saidOrdinance shall be deemed to have been done or taken under the correspondingprovisions of this Act.

THE FIRST SCHEDULE

[See sections 4(4), 7, 8(3) and 16(1) (a)]

———————————————–

Sl. No Nameof the Company Amount

(Rupeesin lakhs)

———————————————–

1. Hind Cycles Limited 241.47

2. Sen–RaleighLimited 708.00

3. Sen and Pandit Industries Limited 23.96

4. Ancillary Industries (Lugs) PrivateLimited 1.31

5. Ancillary Industries (Forgings) PrivateLimited 1.44

6. Ancillary Industries (Cranks) PrivateLimited 2.33

7. NaokhaliMachine Tools Limited 2.87

———————————————–

THE SECOND SCHEDULE

[ See sections 8(1) ]

———————————————–

Sl. No Nameof the Company Amount

(Rupeesin lakhs)

———————————————–

1. Hind Cycles Limited 8,000

2. Sen–RaleighLimited 8,000

3. Sen and Pandit Industries Limited 500

4. Ancillary Industries (Lugs) PrivateLimited 500

5. Ancillary Industries (Forgings) PrivateLimited 500

6. Ancillary Industries (Cranks) PrivateLimited 500

———————————————–

THE THIRD SCHEDULE

Order of Priorities for the discharge ofliabilities of the two companies

Post-take-over management period

CategoryI

(a)Wages, salaries and other dues payable to the employees of the Companies.

(b)Deduction made from the salaries and wages of the employee for provident fund,the Employees’ State Insurance Fund, premium and relating to the Life InsuranceCorporation of Indiaor for any other purpose.

CategoryII

Principalamount of loans advanced by –

(a) the Central Government;

(b) a State Government;

(c) banks and public financial institutions:

(d) any other sources.

CategoryII

(a)Arrears in relation to contributions to be made by the companies to providentfund, the Employees’ State Insurance Fund or under any other law for the timebeing in force providing for such contributions.

(b) Anycredits availed of by the companies for the purpose of carrying on any tradingor manufacturing operations, other than the liabilities specified in sub–section(2) of section 5.

(c) Anydues of State Electricity Boards or other Government or semi–Governmentinstitutions against supply of goods or services, other than those specified insub–section (2) of section 5.

(d)Arrears of interest on loans and advances.

CategoryIV

(a)Revenue, taxes, cesses, rates or other dues to Central Government, a StateGovernment or any local authority.

(b) Anyother dues.

Pre-take-over managementperiod

CategoryV

(a)Wages, salaries and other dues payable to the employee of the companies.

(b)Deductions made from the salaries and wages of the employee for provident fund,the Employees’ State Insurance Fund, premium and relating to the Life InsuranceCorporation of Indiaor for any other purpose.

CategoryVI

Principalamount of secured loans advanced by –

(i) the CentralGovernment;

(ii) a State Government;

(iii) banks and public financial institutions.

(b) Arrearsin relation to contributions to be made by the companies to provident fund, theEmployees’ State Insurance Fund or under any other law for the time being inforce providing for such other contributions.

CategoryVII

Principalamount of unsecured loans advanced by–

(i) the Central Government;

(ii) a State Government;

(iii) banks and financial institutions.

CategoryVIII

(a) Any credits availed of by the companies for the purposeof carrying on any trading or manufacturing operations.

(b) Anydues of State Electricity Boards or other Government and semi–Governmentinstitutions against supply of goods or services.

(c)Arrears of interest on loans and advances.

(d)Revenue, taxes, cesses, rates or other dues to Central Government, a StateGovernment or any local authority.

(e) Anyother loans or dues