24. 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.
25. Contracts to cease to have effect unless ratified by the Central Government or the
Braithwaite and Company Limited or Government company.—(1) 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 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 Braithwaite and Company Limited, or the
Government company, and, in ratifying such contract, the Central Government, or the Braithwaite and
Company Limited, or the Government company may make such alteration or modification therein as it
may think fit:
Provided that the Central Government, or the Braithwaite and Company Limited, or the Government
company shall not omit to ratify a contract, and shall not make any alteration or modification in a
contract, 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 the Braithwaite and Company Limited, or the
Government company.
(2) The Central Government, or the Braithwaite and Company Limited or the Government company
shall not omit to ratify a contract, and shall not make any alteration or modification therein, except after
giving to the parties to the contract a reasonable opportunity of being heard and except after recording, in
writing, its reasons for refusal to ratify the contract or for making any alteration or modification therein.
26. Protection of action taken in good faith.—(1) No suit, prosecution, or other legal proceeding
shall lie against the Central Government or any officer of that Government, or the Braithwaite and
Company Limited, or the Government company, or any officer or other person authorised by that
Government, or the Braithwaite and Company Limited, or the Government company, for anything which
is in good faith done or intended to be done under this Act.
(2) No suit or other legal proceeding shall lie against the Central Government or any of its officers or
other employees, or the Braithwaite and Company Limited, or the Government company, or any officer or
other person authorised by the Braithwaite and Company Limited, or the Government company, for any
damage caused or likely to be caused by anything which is in good faith done or intended to be done
under this Act.
27. Delegation of powers.—(1) The Central Government may, by notification, direct that all or any
of the power exercisable 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 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.
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28. Penalties.—Any person who,—
(a) having in his possession, custody or control any property forming part of any undertaking of
the Company, wrongfully withholds such property from the Central Government, or the Braithwaite
and Company Limited, or the Government company; or
(b) wrongfully obtains possession of, or retains, any property forming part of any undertaking of
the Company or wilfully withholds or fails to furnish to the Central Government, or the Braithwaite
and Company Limited, or the Government company, or any person or body of persons specified by
that Government, or the Braithwaite and Company Limited, or the Government company, any
document relating to such undertaking which may be in his possession, custody or control or fails to
deliver to the Central Government, or the Braithwaite and Company Limited, or the Government
company or any person or body of persons specified by that Government, or the Braithwaite and
Company Limited, or the Government company, any assets, books of account, registers or other
documents in his possession, custody or control, relating to the undertaking of the Company; or
(c) wrongfully removes or destroys any property forming part of any undertaking of the Company
or prefers any claim under this Act which he known 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:
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 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. 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 shall be given to the
Commissioner under sub-section (3) of section 4;
(b) the manner in which the monies in any provident fund or other fund referred to in section 13
shall be dealt with;
(c) 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
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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.
31. 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 date on
which this Act receives the assent of the President.
32. Declaration as to the policy of the State.—It is hereby declared that this Act is for giving effect
to the policy of the State towards securing the principles specified in clause (b) of article 39 of the
Constitution.
Explanation.—In this section, “State” has the same meaning as in article 12 of the Constitution.
33. Repeal and saving.—(1) The Gresham and Craven of India (Private) Limited (Acquisition and
Transfer of Undertakings) Ordinance, 1977 (14 of 1977), is hereby repealed.
(2) Notwithstanding such repeal, anything done or any action taken under the Ordinance so repealed
shall be deemed to have been done or taken under the corresponding provisions of this Act.