25. 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.
26. Assumption of liability.—(1) Where any liability of the Company arising out of any item
specified in any category in Part I of the Schedule is not discharged fully by the Commissioner out of the
amounts paid to him under this Act, the Commissioner shall intimate in writing to the Central
Government the extent of the liability which remains undischarged and that liability shall be assumed by
the Central Government.
(2) The Central Government may, by order, direct the existing, or new, Government company in
which the undertakings of the Company become vested by virtue of any direction made under sub-section
(1) of section 5 or declaration made under sub-section (1) of section 6, to take over the liability assumed
by the Central Government under sub-section (1), and on receipt of such direction, it shall be the duty of
such existing, or new, Government company to discharge such liability.
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27. Management to continue to vest in the Custodian until alternative arrangements have been
made.—Notwithstanding the vesting under this Act of the undertakings of the Company in the Central
Government or an existing, or a new, Government company,—
(a) the Custodian who has been managing the affairs of such undertaking before the date on
which the undertaking had so vested shall, until alternative arrangements have been made by the
Central Government or, as the case may be, such Government company, for the management of such
undertakings continue to manage the affairs of the undertakings, as if the Custodian had been
authorised by the Central Government or, as the case may be, such Government company, to manage
such undertakings;
(b) the Custodian or any person authorised by him for this purpose shall, until alternative
arrangements have been made by the Central Government or, as the case may be, such Government
company, continue to be authorised to operate, in relation to the undertakings of the Company, any
account of such undertakings in any bank as if the Custodian or the person authorised by him had
been authorised by the Central Government or such Government company to operate such account.
28. Contracts to cease to have effect unless ratified by the Central Government or the
Government company.—Every contract entered into by the Company in relation to any of the
undertakings owned by it, which has vested in the Central Government under section 3, for any service,
sale or supply and in force immediately before the appointed day, shall, on and from the expiry of a
period of one hundred and eighty days 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 existing, or
new, Government company, in which such undertakings have been vested under this Act, and in ratifying
such contract the Central Government or such Government company may make such alteration or
modification therein as it may think fit:
Provided that the Central Government or such Government company shall not omit to ratify a
contract and shall not make any alteration or modification in a contract—
(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 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 refusal to ratify the contract or for making any
alteration or modification therein.
29. Penalties.—Any person who,—
(a) having in his possession, custody or control any property forming part of the undertakings
owned by the Company, wrongfully withholds such property from the Central Government or the
Government company; or
(b) wrongfully obtains possession of, or retains, any property forming part of, the undertakings
owned by the Company; or
(c) wilfully withholds or fails to furnish to the Central Government or the existing, or new,
Government company or any person or body of persons specified by that Government or such
Government company, as the case may be, any document relating to the undertakings owned by the
Company, which may be in his possession, custody or control; or
(d) fails to deliver to the Central Government or the existing, or new, Government company or
any person or body of persons specified by that Government or Government company, any assets,
books of account, registers or other documents in his possession, custody or control relating to the
undertakings owned by the Company; or
(e) wrongfully removes or destroys any property forming part of the undertakings owned by the
Company or prefers any claim under this Act which he knows or has reason to believe to be false or
grossly inaccurate,
shall be punishable with imprisonment for a term which may extend to two years and also with fine which
may extend to ten thousand rupees.
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30. 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 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.
31. 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 existing, or new,
Government company in which the undertakings of the Company have vested under this Act or other
person authorised by that Government or 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 existing, or new, Government company aforesaid or any officer or other person
authorised by that 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.
32. 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 powers conferred by this section and
sections 33 and 34, 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.
33. Power to make rules.—(1) The Central Government may, by notification, makes 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 manner in which and the conditions under which accounts shall be maintained
by the Custodian or Custodians, as required by sub-section (3) of section 10;
(c) the manner in which the monies in any provident fund or other fund, referred to in
sub-section (2) of section 14, shall be dealt with;
(d) any other matter which is required to be, or may be, prescribed.
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(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.
34. 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.
35. Repeal and saving.—(1) The National Company Limited (Acquisition and Transfer of
Undertakings) Ordinance, 1980 (4 of 1980), 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.