The Hooghly Docking and Engineering Company Limited (Acquisition and Transfer of Undertakings) Act, 1984
# THE HOOGHLY DOCKING AND ENGINEERING COMPANY LIMITED (ACQUISITION
 AND TRANSFER OF UNDERTAKINGS) ACT, 1984

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# ARRANGEMENT OF SECTIONS

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CHAPTER I

PRELIMINARY

SECTIONS

1. Short title and commencement.
2. Definitions.

CHAPTER II

ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY

3. Transfer to, and vesting in, the Central Government of the undertakings of the Company.
4. General effect of vesting.
5. Power of Central Government to direct vesting of the undertakings of the Company in an existing

Government Company.

6. Transfer of undertakings of the Company from an existing Government company to a new

Government company.

7. Company to be liable for certain prior liabilities.

CHAPTER III

PAYMENT OF AMOUNTS

8. Payment of amount.
9. Payment of further amount

CHAPTER IV

MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY

10. Management, etc., of the undertakings of the Company.
11. Duty of persons in charge of management of the undertakings of the Company to deliver all

assets, etc.

12. Duty of persons to account for assets, etc., in their possession.

CHAPTER V

PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY

13. Continuance of employees.
14. Provident fund and other funds.

CHAPTER VI

COMMISSIONER OF PAYMENTS

15. Appointment of Commissioner of Payments.
16. Payment by the Central Government to the Commissioner.
17. Certain powers of the Central Government or the Government company.
18. Claims to be made to the Commissioner.
19. Priority of claims.
20. Examination of claims.
21. Admission or rejection of claims.
22. Disbursement of money by the Commissioner to claimants.
23. Disbursement of amounts to the Company.


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SECTIONS

24. Undisbursed or unclaimed amount to be deposited to the general revenue account.

CHAPTER VII

MISCELLANEOUS

25. Act to have overriding effect.
26. Contracts to cease to have effect unless ratified by the Central Government or the Government

company.

27. Protection of action taken in good faith.
28. Delegation of powers.
29. Penalties.
30. Offences by companies.
31. Power to make rules.
32. Power to remove difficulties.
33. Repeal and saving.

THE SCHEDULE.


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# THE HOOGHLY DOCKING AND ENGINEERING COMPANY LIMITED (ACQUISITION
 AND TRANSFER OF UNDERTAKINGS) ACT, 1984

 ACT NO. 55 OF 1984

[23rd _August, 1984.]_

# An Act to provide for the acquisition and transfer of the undertakings of the Hooghly Docking
 and Engineering Company Limited with a view to securing the better utilisation of the available infrastructure thereof, to modernise and increase the capacity for ship building and ship repairing so as to reduce the import of ships, vessels and craft and to augment        the production of grey iron, non-ferrous and alloy castings by the said undertakings so as to subserve the interests of the general public by ensuring the continued supply of the said articles which are essential to the needs of the economy of the country, and for matters connected therewith and incidental thereto.

WHEREAS the Hooghly Docking and Engineering Company Limited is, through its undertakings,

engaged in shipbuilding, ship repairing, general engineering and other activities;

AND WHEREAS the Company has the capacity and infrastructure to effect an increase in the country’s

capacity to manufacture ships and other vessels and craft;

AND WHEREAS an increase in the production of such vessels and craft would reduce the need of the

country to make imports of such vessels and craft and would thereby enable the country to save foreign
exchange;

AND WHEREAS the Company is also engaged in the production of grey iron, non-ferrous and alloy

castings which are essential to the needs of the economy of the country;

AND WHEREAS the Company had been suffering heavy losses for a number of years mainly due to

lack of fresh investment and modernisation;

AND WHEREAS further investment of substantial sums of money is needed to run and modernise the

undertakings of the Company: but in view of the serious adverse financial condition of the Company it is
not in a position to secure such investment;

AND WHEREAS the liquidation of the Company, by reason of its inability to pay its debts, would

prejudicially affect the country’s capacity to manufacture such ships, vessels and craft and would thereby
be prejudicial to the public interest;

AND WHEREAS in view of the position aforesaid it is necessary to acquire the undertaking of the said

Company to enable the Central Government to make necessary investments for securing the proper
utilisation of the available facilities for shipbuilding and ship repairing (including the production of
vessels and craft) and also for the production of grey iron, non-ferrous and alloy castings which are
essential to the needs of the economy of the country;

BE it enacted by Parliament in the Thirty-fifth Year of the Republic of India as follows:—

CHAPTER I

PRELIMINARY

**1. Short title and commencement.—(1) This Act may be called the Hooghly Docking and**

Engineering Company Limited (Acquisition and Transfer of Undertakings) Act, 1984.

(2) It shall be deemed to have come into force on the 28th day of June, 1984.

**2. Definitions.—In this Act, unless the context otherwise requires,—**

(a) “appointed day” means the date of commencement of this Act;

(b) “Commissioner” means the Commissioner of Payments appointed under section 15;

(c) “Company” means the Hooghly Docking and Engineering Company Limited, being a

company as defined in the Companies, Act, 1956 (1 of 1956), and having its registered office at 12,
Mission Row, Calcutta-700001;


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(d) “existing Government company” means a Government company which is carrying on

business on the appointed day;

(e) “new Government company” means a Government company formed and registered on or after

the appointed day;

(f) “notification” means a notification published in the Official Gazette;

(g) “prescribed” means prescribed by rules made under this Act;

(h) “specified date”, in relation to any provision of this Act, means such date as the Central

Government may, by notification, specify for the purposes of that provision and different dates may
be specified for different provisions of this Act.

(i) words and expressions used herein and not defined but defined in the Companies

Act, 1956 (1 of 1956), shall have the meanings, respectively, assigned to them in that Act.

CHAPTER II

ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY

**3. Transfer to, and vesting in, the Central Government of the undertakings of the Company.—**

On the appointed day, the undertaking of the Company, and the right, title and interest of the Company in
relation to its undertakings, shall, by virtue of this Act, stand transferred to, and vested in, the Central
Government.

**4. General effect of vesting.—(1) The undertakings of the Company shall be deemed to include all**

assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable,
including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash
on hand, reserve funds, investments, book debts and all other rights and interests in, or arising out of, such
property as were immediately before the appointed day in the ownership, possession, power or control of
the Company, whether within or outside India, and all books of account, registers and all other documents
of whatever nature relating thereto.

(2) All properties as aforesaid which have vested in the Central Government under section 3 shall, by

force of such 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 authority restricting the use of such properties in any manner shall be deemed to have been
withdrawn.

(3) Every mortgagee of any property which has vested under this Act in the Central Government and

every person holding any charge, lien or other interest in, or in relation to, any such property, shall give,
within such time and in such manner as may be prescribed, an intimation to the Commissioner of such
mortgage, 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 in relation to, any such
property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage
money or other dues, in whole or in part, out of the amount specified in sections 8 and also out of the
amount determined under section 9, but no such mortgage, charge, lien or other interest shall be
enforceable against any property which has vested in the Central Government.

(5) Any licence or other instrument granted to the Company in relation to any undertaking which has

vested in the Central Government under section 3, at any time before the appointed day and in force
immediately before that day, shall continue to be in force on and after such day in accordance with its
tenor in relation to, and for the purposes of, such undertaking and on and from the date of vesting of such
undertaking under section 5, in an existing Government company, or under section 6, in a new
Government company, the existing, or new, Government company, as the case may be, shall be deemed
to be substituted in such licence or other instrument as if such licence or other instrument had been
granted to such existing, or new, Government company and such existing, or new, Government company
shall hold it for the remainder of the period for which the Company would have held it under the terms
thereof.


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(6) If, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any

property which has vested in the Central Government under section 3, instituted or preferred by or against
the Company is pending, the same shall not abate, be discontinued or be, in any way, prejudicially
affected by reason of the transfer of the undertakings of the Company or of anything contained in this
Act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the
Central Government, or, where the undertakings of the Company are directed, under section 5, to vest in
an existing Government company or become transferred by virtue of the provisions of section 6 to a new
Government company, by or against such Government company.

**5. Power of Central Government to direct vesting of the undertakings of the Company in an**

**existing Government Company.—(1) Notwithstanding anything contained in sections 3 and 4, and**
subject to the provisions of section 6, the Central Government may, if it is satisfied that an existing
Government company is willing to comply, or has complied, with such terms and conditions as that
Government may think fit to impose, direct, by notification, that the undertakings of the Company, and
the right, title and interest of the Company in relation to its undertakings which have vested in the Central
Government under section 3, shall, instead of continuing to vest in the Central Government, vest in that
existing Government company either on the date of publication of the notification or on 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 and interest of the Company in relation to its undertakings vest, under

sub-section (1), in an existing Government company, that Government company shall, on and from the
date of such vesting be deemed to have become, and until the transfer of the undertakings by virtue of the
provisions of section 6, to a new Government company, be deemed to be, the owner in relation to such
undertakings and the rights and liabilities of the Central Government in relation to such undertakings
shall, on and from the date of such vesting, be deemed to have become, and until the date of such transfer,
be deemed to be, the rights and liabilities, respectively, of that existing Government company.

**6. Transfer of undertakings of the Company from an existing Government company to a new**

**Government company.—(1) Notwithstanding anything contained in sections 3 and 4, where the**
undertakings of the Company have been directed, under sub-section (1) of section 5, to vest in an existing
Government company, the Central Government may, if it is satisfied that a new Government company is
willing to comply, or has complied, with such terms and conditions as that Government may think fit to
impose, declare, by notification, that the undertakings of the Company be transferred to that new
Government company; and on the issue of such declaration, the right, title and interest of the Company in
relation to its undertakings, which had been directed under sub-section (1) of section 5 to vest in an
existing Government company, shall, instead of continuing to vest in that existing Government company,
vest in that new Government company with effect from the date on which such declaration is made.

(2) Where the right, title and interest of the existing Government company in relation to the

undertakings of the Company vest under sub-section (1) in a new Government company, that new
Government company shall, on and from the date of such vesting, be deemed to have become the owner
in relation to such undertakings and the rights and liabilities of the existing Government company in
relation to such undertakings shall, on and from the date of such vesting, be deemed to have become the
rights and liabilities, respectively, of that new Government company.

**7. Company to be liable for certain prior liabilities.—(1) Every liability, other than the liability**

specified in sub-section (2), of the Company in respect of any period prior to the appointed day, shall be
the liability of the Company and shall be enforceable against it, and not against the Central Government,
or where the undertakings of the Company vest in an existing, or a new, Government company, against
such Government company.

(2) Any liability arising in respect of advances from customers for shipbuilding and non-shipbuilding

orders shall, on and from the appointed day, be the liability of the Central Government or of the existing,
or new, Government company aforesaid, and shall be discharged by that Government or, as the case may
be, the existing, or new, Government company.


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(3) For the removal of doubts, it is hereby declared that,—

(a) save as otherwise expressly provided in this Act, no liability of the Company in relation to its

undertakings, in respect of any period prior to the appointed day, shall be enforceable against the
Central Government, or where the undertakings of the Company vest in an existing, or a new,
Government company, against such Government company;

(b) no award, decree or order of any court, tribunal or other authority in relation to the

undertakings of the 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 the Central Government, or where
the undertakings of the Company vest in an existing, or a new, Government company, against such
Government company;

(c) no liability incurred by the Company before the appointed day for the contravention of any

provision of law for the time being in force shall be enforceable against the Central Government, or
where the undertakings of the Company vest in an existing, or a new, Government company, against
such Government company.

CHAPTER III

PAYMENT OF AMOUNTS

**8. Payment of amount.—For the transfer to, and vesting in, the Central Government, under section**

3, of the undertakings of the Company and the right, title and interest of the Company in relation to its
undertakings, there shall be paid by the Central Government to the Company, in cash and in the manner
specified in Chapter VI, an amount of rupees six hundred and fifty lakhs.

**9. Payment of further amount.—(1) The amount specified in section 8 shall carry simple interest at**

the rate of four per cent. per annum for the period commencing on the appointed day and ending on the
date on which payment of such amount is made by the Central Government to the Commissioner.

(2) The amount determined in accordance with the provisions of sub-section (1) shall be paid by the

Central Government to the Company in addition to the amount specified in section 8.

(3) For the removal of doubts, it is hereby declared that the liabilities of the Company, in relation to

its undertakings which have vested in the Central Government under section 3, shall be discharged from
the amount referred to in section 8; and also from the amount determined under sub-section (1) in
accordance with the rights and interests of the creditors of the Company.

CHAPTER IV

MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY

**10. Management, etc., of the undertakings of the Company.—The general superintendence,**

direction, control and management of the affairs and business of the undertakings of the Company,
the right, title and interest in relation to which have vested in the Central Government under
section 3, shall,—

(a) where a direction has been made by the Central Government under sub-section (1) of

section 5, vest, on and from the date specified in such direction, in the existing Government company
specified therein; or

(b) where a declaration has been made under sub-section (1) of section 6, vest, on and from the

date of such declaration, in the new Government company specified therein,

and thereupon the existing, or new, Government company, as the case may 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 exercise and do in relation to the undertakings owned by it.

**11. Duty of persons in charge of management of the undertakings of the Company to deliver all**

**assets, etc.—(1) On the vesting of the management of the undertakings of the Company in the existing, or**
new, Government company, all persons in charge of the management of the undertakings of the Company
immediately before such vesting, shall be bound to deliver to such Government company, all assets,
books of account, registers and other documents in their custody relating to the undertakings of the
Company.


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(2) The Central Government may issue such directions as it may deem desirable in the circumstances

of the case to the existing, or new, Government company and such Government company may also, if it is
considered necessary so to do, apply to the Central Government at any time for instructions as to the
manner in which the management of the undertakings of the Company shall be conducted or in relation to
any other matter arising in the course of such management.

**12. Duty of persons to account for assets, etc., in their possession.—(1) Any person who has, on**

the appointed day, in his possession or under his control, any assets, books, documents or other papers
relating to any of the undertakings owned by the Company, which have vested in the Central Government
or in the existing, or new, Government company under this Act, and which belong to the Company or
would have so belonged, if the undertakings owned by the Company had not vested in the Central
Government or such Government company, shall be liable to account for the said assets, books,
documents and other papers to the Central Government or the Government company and shall deliver
them up to the Central Government or the Government company or to such person or persons as the
Central Government or the Government company may specify in this behalf.

(2) The Central Government may take or cause to be taken all necessary steps for securing possession

of the undertakings of the Company which have vested in it under section 3.

(3) The Company shall, within such period as the Central Government may allow in this behalf,

furnish to that Government a complete inventory of all its properties and assets, as on the appointed day,
pertaining to the undertakings which have vested in the Central Government under section 3, and, for this
purpose, the Central Government or the existing, or new, Government company shall afford to the
Company all reasonable facilities.

CHAPTER V

PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY

**13. Continuance of employees.—(1) Every person who has been, immediately before the appointed**

day, employed in any undertakings of the Company shall become,—

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

(b) where the undertakings of the Company are vested in an existing, or a new, Government

company, an employee of that company on and from the date of such vesting,

and shall hold office or service under the Central Government or the existing, or new, Government
company, as the case may be, with the same rights and privileges as to pension, gratuity and other matters
as would have been admissible to him if there had been no such vesting and shall continue to do so unless
and until his employment under the Central Government or the existing, or new, Government company,
as the case may be, is duly terminated or until his remuneration and other conditions of service are duly
altered by the Central Government or the existing, or new, Government company, as the case may be:

Provided that, unless any extension of service is granted to such person after the appointed day in

accordance with the rules in that behalf in force for the time being, such person shall retire compulsorily
from the service of the Central Government or the existing, or new, Government company, as the case
may be,—

(a) where he has attained or attains the age of fifty-eight years before, or on, or within a period of

three months from, the appointed day, on the date of expiry of the said period of three months or on
the date on which he shall retire compulsorily from service in accordance with the conditions of
service applicable to him immediately before the appointed day, whichever date is earlier;

(b) in any other case, on his attaining the age of fifty-eight years.

(2) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in any

other law for the time being in force, the transfer of the services of any officer or other person employed
in any undertaking of the Company to the Central Government or the existing, or new, Government
company, shall not entitle such officer or other employee to any compensation under this Act or under
any other law for the time being in force and no such claim shall be entertained by any court, tribunal or
other authority.


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**14. Provident fund and other funds.—(1) Where the Company has established a provident fund,**

superannuation fund, welfare fund or any other fund for the benefit of the persons employed in any of the
undertakings of the Company, the monies relatable to the officers or other employees, whose services
have become transferred, by or under this Act to the Central Government or the existing, or new,
Government company, shall, out of the monies standing, on the appointed day, to the credit of such
provident fund, superannuation fund, welfare fund or other fund, stand transferred to, and shall vest in,
the Central Government or the Government company, as the case may be.

(2) The monies which stand transferred under sub-section (1) to the Central Government or the

existing, or new, Government company, as the case may be, shall be dealt with by that Government or
that company in such manner as 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 payable under sections 8 and 9, by notification, appoint a
Commissioner of Payments.

(2) The Central Government may appoint such other persons as it may think fit to assist the

Commissioner and thereupon the Commissioner may authorise one or more of such persons also to
exercise all or any of the powers exercisable by him under this Act and different persons may be
authorised to exercise different powers.

(3) Any person authorised by the Commissioner to exercise any of the powers exercisable by the

Commissioner may exercise those powers in the same manner and with the same effect as if they have
been conferred on that person directly by this Act and not by way of authorisation.

(4) The salaries and allowances of the Commissioner and other persons appointed under this section

shall be defrayed out of the Consolidated Fund of India.

**16. Payment by the Central Government to the Commissioner.—(1) The Central Government**

shall, within thirty days from the specified date, pay, in cash, to the Commissioner, for payment to the
Company—

(a) an amount equal to the amount specified in section 8, and

(b) an amount equal to the amount payable to the Company under section 9.

(2) A deposit account shall be opened by the Central Government in favour of the Commissioner, in

the Public Account of India, and every amount paid under this Act to the Commissioner shall be
deposited by him to the credit of the said deposit account and the said deposit account shall be operated
by the Commissioner.

(3) Records shall be maintained by the Commissioner in respect of the undertakings of the Company

in relation to which payment has been made to him under this Act.

(4) The interest accruing on the amount standing to the credit of the deposit account referred to in

sub-section (2) shall ensure to the benefit of the Company.

**17. Certain powers of the Central Government or the Government company.—(1) The Central**

Government or the existing, or new, Government company, as the case may be, shall be entitled to
receive up to the specified date, to the exclusion of all other persons, any money due to the Company, in
relation to its undertakings which have vested in the Central Government or such Government company,
and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to the
appointed day.

(2) The Central Government or the existing, or new, Government company, as the case may be, may

make a claim to the Commissioner with regard to every payment made by that Government or
Government company, after the appointed day for discharging any liability of the Company in relation to
any period prior to the appointed day; and every such claim shall have priority in accordance with the
priorities attaching, under this Act, to the matter in relation to which such liability has been discharged by
the Central Government or the Government company.


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(3) Save as otherwise provided in this Act, the liabilities of the Company in respect of any transaction

prior to the appointed day, which have not been discharged on or before the specified date, shall be the
liabilities of the Company.

**18. Claims to be made to the Commissioner.—Every person having a claim against the Company**

with regard to any of the matters specified in the Schedule pertaining to the undertakings of the Company
shall prefer such claim before the Commissioner within thirty days from the specified date:

Provided that if the Commissioner is satisfied that the claimant was prevented by sufficient cause

from preferring the claim within the said period of thirty days, he may entertain the claim within a further
period of thirty days and not thereafter.

**19. Priority of claims.—The claims made under section 18 shall have priorities in accordance with**

the following principles, namely:—

(a) Category I shall have precedence over all other categories and Category II shall have

precedence over Category III, and so on;

(b) the claims specified in each of the categories shall rank equally and be paid in full, but, if the

amount is insufficient to meet such claims in full, they shall abate in equal proportions and be paid
accordingly; and

(c) the question of discharging any liability with regard to a matter specified in a lower category

shall arise only if a surplus is left after meeting all the liabilities specified in the immediately higher
category.

**20. Examination of claims.—(1) On receipt of the claims made under section 18, the Commissioner**

shall arrange the claims in the order of priorities specified in the Schedule and examine the same in
accordance with such order of priorities.

(2) If, on examination of the claims, the Commissioner is of opinion that the amount paid to him

under this Act 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 lower category.

**21. Admission or rejection of claims.—(1) After examining the claims with reference to the**

priorities set out in the Schedule, the Commissioner shall fix a certain date on or before which every
claimant shall file the proof of his claim.

(2) Not less than fourteen days’ notice of the date so fixed shall be given by advertisement in one

issue of any daily newspaper in the English language having circulation in the major part of the country
and one issue of any daily newspaper in such regional language as the Commissioner may consider
suitable, and every such notice shall call upon the claimant to file the proof of his claim with the
Commissioner within the period specified in the advertisement.

(3) Every claimant who fails to file the proof of his claim within the time specified by the

Commissioner shall 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

giving the Company an opportunity of refuting the claim and after giving the claimant a reasonable
opportunity of being heard, by order in writing, admit or reject the claim in whole or in part.

(5) The Commissioner shall have the power to regulate his own procedure in all matters arising out of

the discharge of his functions, including the place or places at which he may hold his sittings and shall,
for the purpose of making an investigation under this Act, have the same powers as are vested in a civil
court 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 witness and examining him on oath;

(b) the discovery and production of any document or other material object producible as

evidence;


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(c) the reception of evidence on affidavits;

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

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceeding within

the meaning of sections 193 and 228 of the Indian Penal Code (45 of 1860) and the Commissioner shall
be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal
Procedure, 1973 (2 of 1974).

(7) A claimant, who is dissatisfied with the decision of the Commissioner, may prefer an appeal

against the decision to the principal civil court of original jurisdiction within the local limits of whose
jurisdiction the registered office of the Company is situated:

Provided that where a person who is a Judge of a High Court is appointed to be the Commissioner,

such appeal shall lie to the High Court exercising jurisdiction over the place in which the registered office
of the Company is situated and such appeal shall be heard and disposed of by not less than two Judges of
that High Court.

**22. Disbursement of money by the Commissioner to claimants.—After admitting a claim under**

this Act, the amount due in respect of such claim shall be paid by the Commissioner to the person or
persons to whom such amount is due, and on such payment, the liability of the Company in respect of
such claim shall stand discharged.

**23. Disbursement of amounts of the Company.—(1) If, out of the monies paid to him in relation to**

the undertakings of the Company, there is a balance left after meeting the liabilities as specified in the
Schedule, the Commissioner shall disburse such balance to the Company.

(2) Where the possession of any machinery, equipment or other property has vested in the Central

Government or the existing, or new, Government company under this Act, but such machinery,
equipment or other property does not belong to the Company, it shall be lawful for the Central
Government or the existing, or new, Government company to continue to possess such machinery or
equipment or other property on the same terms and conditions under which they were possessed by the
Company immediately before the appointed day.

**24. Undisbursed or unclaimed amount to be deposited to the general revenue account.—Any**

money paid to the Commissioner which remains undisbursed or unclaimed on the date immediately
preceding the date on which the office of the Commissioner is finally wound up, shall be transferred by
the Commissioner, before his office is 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 Central Government by the
person entitled to such payment and shall be dealt with as if such transfer had not been made, and the
order, if any, for payment of the claim, being treated as an order for the refund of revenue.

CHAPTER VII

MISCELLANEOUS

**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. 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 its undertakings,**
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 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
the Government company may make such alteration or modification therein as it may think fit:


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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 the Government company; and

(b) 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.

**27. Protection of action taken in good faith.—(1) No suit, prosecution or other legal proceeding**

shall lie against the Central Government or any officer or other employee of that Government or the
existing, or new, Government Company or other person authorised by the Central Government 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 existing, or new, Government company or other person authorised by the Central
Government 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.

**28. 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, section 31,
and section 32, 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.

**29. Penalties.—Any person who,—**

(a) having in his possession, custody or control any property forming part of any undertakings of

either the Company, wrongfully withholds such property from the Central Government or the
existing, or new, Government company; or

(b) wrongfully obtains possession of, or retains, any property forming part of the undertakings of

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 the
Government company, as the case may be, any document relating to the undertakings of 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 to

any person or body of persons specified by that Government or the 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

(e) wrongfully removes or destroys any property forming part of the undertakings of the

Company; or

(f) 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.

**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.


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(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. 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 under section 14 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
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.

**32. 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.

**33. Repeal and saving.—(1) The Hooghly Docking and Engineering Company Limited (Acquisition**

and Transfer of Undertakings) Ordinance, 1984 (7 of 1984), is hereby repealed.

(2) Notwithstanding such repeal, anything done or any action taken under the said Ordinance shall be

deemed to have been done or taken under the corresponding provisions of this Act.


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THE SCHEDULE

[See sections 18, 20, 21 and 23]

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY

_Category I—_

(a) Wages, salaries and other dues payable to the employees of the Company;

(b) Arrears in relation to contributions to be made by the Companies to the provident fund,

Employees’ State Insurance Fund, Life Insurance Corporation premium and any other arrear under
any law for the time being in force.

_Category II—_

Loans and interest for which Government of India have given guarantees to the public financial

institutions.

_Category III—_

Secured loans with interest advanced by—

(a) public financial institutions;

(b) banks.

_Category IV—_

Statutory dues.

_Category V—_

Unsecured loans with interest advanced by the public financial institutions, banks or other

creditors.

_Category VI—_

Any credits availed of by the Company for the purpose of carrying on any trading or

manufacturing operations.

_Category VII—_

Any other loans or dues.


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