26. Act to have overriding effect.—The provisions of this Act shall have effect notwithstanding
anything inconsistent therewith contained in any other law for the time being in force or in any instrument
having effect by virtue of any law other than this Act, or in any decree or order of any court, tribunal or
other authority.
27. Contracts to cease to have effect unless ratified by the Central Government or existing, or
new, Government company.—Every contract entered into by 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 expiry of one hundred and eighty days from that day, cease to have effect unless such
contract is, before the expiry of the said period, ratified in writing by the Central Government or, as the
case may be, the existing, or new, Government company, and in ratifying such contract, the Central
Government or, as the case may be, the existing, or new, Government company may make such
alterations or modifications therein as it may think fit:
Provided that the Central Government or, as the case may be, the existing, or new, Government
company shall not omit to ratify a contract and shall not make any alteration or modification therein—
(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith
or is detrimental to the interests of the Central Government or, as the case may be, such Government
company; and
(b) except after giving the parties to the contract a reasonable opportunity of being heard and
except after recording in writing its reasons for its refusal to ratify the contract or for making any
alteration or modification therein.
28. Penalties.—A person who,—
(a) having in his possession, custody or control any property forming part of the undertakings of
the Company, wrongfully withholds such property from the Central Government or the existing, or
new, Government company, as the case may be, or any person or body of persons authorised by that
Government or existing, or new, Government company; or
(b) wrongfully obtains possession of, or retains, any property forming part of any undertaking of
the Company or willfully withholds or fails to furnish to the Central Government, or, as the case may
be, the existing, or new, Government company or any person or body of persons authorised by that
Government or Government company, any document relating to such undertakings which may be in
his possession, custody or control or fails to deliver to the Central Government or, as the case may be,
the existing, or new, Government company or any person or body of persons authorised by that
Government or existing, or new, Government company, any assets, books of account, registers or
other documents in his possession, custody or control relating to the undertakings of the Company; or
(c) wrongfully removes or destroys any property forming part of the undertakings of the
Company or prefers any claim under this Act which he knows or has reasonable cause to believe to be
false or grossly inaccurate.
shall be punishable with imprisonment for a term which may extend to two years, or with fine which may
extend to ten thousand rupees, or with both.
29. Offences by companies.—(1) Where an offence under this Act has been committed by a
company, every person who, at the 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 the company, shall
be deemed to be guilty of the offence and shall be liable to be proceeded against and punished
accordingly:
13
Provided that nothing contained in 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 he had exercised
all due diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been
committed by a company and it is proved that the offence has been committed with the consent or
connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other
officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of
that offence and shall be liable to be proceeded against and punished accordingly.
Explanation.—For the purposes of this section,—
(a) “company” means any body corporate and includes a firm or other association of
individuals; and
(b) “director”, in relation to a firm, means a partner in the firm.
30. Protection of action taken in good faith.—No suit, prosecution or other legal proceeding shall
lie against the Central Government or any officer of that Government or the Custodian of the
undertakings of the Company or the existing, or new, Government company or any officer or other person
authorised by that Government or existing, or new, Government company for anything which is in good
faith done or intended to be done under this Act.
31. Delegation of powers.—(1) The Central Government may, by notification, direct that all or any
of the powers exercisable by it under this Act, other than the power conferred by this section or section 32
or section 33, may also be exercised by such person or persons as may be specified in the notification.
(2) Whenever any delegation of power is made under sub-section (1), the person to whom such power
has been delegated shall act under the direction, control and supervision of the Central Government.
32. Power to make rules.—(1) The Central Government may, by notification, make rules for
carrying out the provisions of this Act.
(2) In particular, 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, an intimation referred to in sub-section (3) of
section 4 shall be given;
(b) the form and the manner in which, and the conditions under which, the Custodian or
Custodians shall maintain accounts as required by section 13;
(c) the manner in which monies in any provident fund or other fund referred to in section 15 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 soon as may be after it
is made, before each House of Parliament, while it is in session, for a total period of thirty days which
may be comprised in one session or in two or more successive sessions, and if, before the expiry of the
session immediately following the session or the successive sessions aforesaid, both Houses agree in
making any modification in the rule or both Houses agree that the rule should not be made, the rule shall
thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that
any such modification or annulment shall be without prejudice to the validity of anything previously done
under that rule.
33. Power to remove difficulties.—If any difficulty arises in giving effect to the provisions of this
Act, the Central Government may, by order, not inconsistent with the provisions of this Act, remove the
difficulty:
Provided that no such order shall be made after the expiry of a period of two years from the appointed
day