The Kerala Spinners, Alappuzha (Acquisition and Transfer of Undertaking) Act 2010

(1) This Act may be called the Kerala Spinners, Alappuzha (Acquisition and Transfer of undertaking) Act, 2010. (2) It shall be deemed to have come into force on the 19th day of November, 2009. Nottithstanding anything ontained in the ludiistriat Disputes Act, 1947 (Central Act 14 of 1947), or in any other law for the time being in-force, the transfer of the ervices of any, officer or other person employed In the sick textile undertaking, to tha StdtTexti CorpOration shall not entitle such ofces or other empliyee to any compensahoi under this Act or any other law for the time being in force, and no such claim shall be entertained by any court, tribun4 oi other authority.

Where, under, the terms of any contract of iservice or ntherwise-, any person whose services become trminátdor whole sexvicesbecome transferred to the Stite Textile- corporation by reasonof the provisions of this Act is entitled to any arrears of salary or wages or any payment for any leave not. availed of or other' payment, not being a payment by way of Otufty or pension; for any period prior tothe date of declaration as a sick company by the Boaid for lidstrial and Financial Reconttuctiqn (BIFR) sucg pcñcn may, except to the extent such'liabiity has been taken over by (he State,Covernnient under sect4on 5, enforce his óluim alainst the owner of the sick textile undertaking but not against the- State Government or the State- Texftle Corporation.

In this Act, unless the context otherwise requires,— (a) "appointed day" means the 7th day of September, 2006; (b) "authorised person" means the person, or body of persons appointed under section 18AA of the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951), to take over the management of the Sick textile undertakings; (c) "bank" means, "the Indian Overseas Bank", a Scheduled Bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934 (Central Act 2 of 1934); (d) "Commissioner" means the Commissioner of payments appointed under section 16; (e) "owner" when used in relation to the sick textile undertaking, means the person or firm who or which was, immediately before the take-over of the management of the undertaking under section 18AA of the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951), the immediate proprietor or lessee or occupier of the sick textile undertaking or any part thereof; (f) "prescribed" means, prescribed by rules made under this Act; (g) "sick textile undertaking" means the textile undertaking specified in the First Schedule and has been declared as sick company by the Board, for Industrial and Financial Reconstruction (BIFR); (h) "specified date" means such date as the Government may, for the purpose of any provision of this Act, by notification in the Gazette, specify and different dates may be specified for different provisions of this Act; (i) "State Textile Corporation" means the Kerala State Textile Corporation Limited formed and registered under the Companies Act, 1956 (Central Act 1 of 1956); (j) "textile company" means a company specified in column (2) of the First Schedule as owning the undertaking specified in the corresponding entry in column (1) of that Schedule; (k) "subsidiary textile corporation" means a company formed by the State Textile Corporation as its subsidiary; (2) Words and expressions used but not defined in this Act and defined in the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951), shall have the meanings respectively assigned to them in that Act. (3) Words and expressions used but not defined either in this Act or in the Industries (Development and Regulation) Act, 1951 (Central Act 65 of 1951) but defined in the Companies Act, 1956 (Central Act 1 of 1956), shall have the meanings respectively assigned to them in the Companies Act, 1956 (Central Act 1 of 1956).

(1) On the appointed day, the sick textile undertaking and the right title and interest of the owner in relation to such sick textile undertaking shall, by virtue of this Act, stand transferred to, and shall vest absolutely in the State Government. (2) The sick textile undertaking which stands vested in the State Government under sub-section (1) shall, immediately after it has so vested, stand transferred to, and vest in the State Textile Corporation.

(1) The sick textile undertaking referred to in section 3 shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges and all property, movable and immovable including lands, building, workshops, stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investments and book debts and all other rights and interests in, or arising out of, such property as were immediately before the appointed day in the possession, power or control of the authorised person and all books of account, registers and all other documents of whatever nature relating thereto and shall also be deemed to include the liabilities and obligations specified in sub-section (2) of section 5. (2) All property as aforesaid which have vested in the State Government under sub-section (1) of section 3 shall, by reason of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, lien and all other encumbrances affecting it, and any attachment, injunction or decree or order of any court restricting the use of such property in any manner shall be deemed to have been withdrawn. (3) Where any licence or other instrument in relation to the sick textile undertaking has been granted at any time before the appointed day to an owner by the Central Government or a State Government or any other authority; the State Textile Corporation shall, on and from the appointed day, be deemed to be substituted in such licence or other instrument in place of the owner referred to therein as if such licence or other instrument had been granted to the State Textile Corporation and it shall hold such licence or the sick textile undertaking specified in such other instrument for the remainder of the period for which the owner would have held such licence or the sick textile undertaking under such other instrument. (4) Every mortgagee of any property which has vested under this Act in the State 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. (5) For the removal of doubts it is hereby declared that the mortgagee of any property referred to in sub-section (2) 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 interest, payment of the mortgage money or other dues, in whole or in part, out of the amount specified in relation to such property in the First Schedule but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the State Government. (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 in respect of the sick textile undertaking, instituted or preferred by or against the textile company or the authorised person is pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the sick textile undertaking or of anything contained in this Act but the suit, appeal or other proceedings may be continued, prosecuted and enforced by the State Textile Corporation.

(1) Every liability other than the liability specified in sub-section (2) of the owner of the sick textile undertaking in respect of any period prior to the appointed day shall be the liability of such owner and shall be enforceable against him and not against the State Government or the State Textile Corporation. (2) Any liability arising in respect of— (a) loans advanced by the Central Government or the State Government to the sick textile undertaking (together with interest due thereon) after it has been declared as a sick company by the Board for Industrial and Financial Reconstruction (BIFR); (b) amount advanced to the sick textile undertaking after it has been declared as a sick company by the Board for Industrial and Financial Reconstruction (BIFR) by the State Textile Corporation together with interest due thereon. (c) wages, salaries and other dues of employees of the sick textile undertaking, in respect of any period after the company has been declared as a sick company by the Board for Industrial and Financial Reconstruction (BIFR) shall on and from the appointed day, be the liability of the State Government and shall be discharged, for and on behalf of that Government, by the State Textile Corporation as and when repayment of such loans or amounts become due or as and when such wages, salaries or other dues become due and payable. (3) For the removal of doubts, it is hereby declared that— (a) save as otherwise expressly provided in this section or in any other section of this Act, no liability, other than the liability specified in sub-section (2), in relation to the sick textile undertaking in respect of any period prior to the appointed day, shall be enforceable against the State Government or the State Textile Corporation; (b) no award, decree or order of any court, tribunal or other authority in relation to this sick textile undertaking passed after the appointed day in respect of any matter, claim or dispute, in relation to any matter not referred to in sub-section (2) which arose before that day, shall be enforceable against the State Government or the State Textile Corporation; (c) no liability of the sick textile undertaking or any owner thereof for the contravention, before the Company has been declared as a sick company by the Board for Industrial and Financial Reconstruction (BIFR) of any provision of a law for the time being in force, shall be enforceable against the State Government or the State Textile Corporation.

(1) The State Textile Corporation may, if it considers necessary to do so, form subsidiary corporations under the Companies Act, 1956 (Central Act 1 of 1956) and register them under that Act. (2) The State Textile Corporation may, by order in writing, transfer the sick textile undertaking or part thereof to a subsidiary textile corporation and any such transfer shall be subject to such terms and conditions as may be specified in the said order. (3) The Subsidiary Textile Corporation shall, on and from the date of such transfer, be deemed to be substituted in the licence or other instrument referred to in sub-section (3) of section 4 in place of the State Textile Corporation as if such licence or other instrument had been granted to the Subsidiary Textile Corporation, and shall hold such licence or other instrument for the remainder of the period for which the State Textile Corporation would have held such licence or other instrument. (4) On the transfer to a Subsidiary Textile Corporation of the sick textile undertaking or any part thereof, the liabilities required to be discharged by the State Textile Corporation under sub-section (2) of section 5 shall in so far as they relate to the sick textile undertaking or part thereof so transferred to the Subsidiary Textile Corporation, be discharged, on and from the date of such transfer, by the Subsidiary Textile Corporation as and when any such liability is required to be discharged. (5) Save as otherwise expressly provided in this Act, references in this Act to the State Textile Corporation shall in respect of the sick textile undertaking or any part thereof which is transferred to a Subsidiary Textile Corporation be construed as references to the Subsidiary Textile Corporation.

(1) An amount equal to the value of the assets of the sick textile undertaking transferred to and vested in the State Textile Corporation under sub-section (2) of section 3 shall be deemed to be the contribution made by the State Government to the equity capital of the State Textile Corporation and for the contribution so made, the State Textile Corporation shall issue (if necessary after amending its memorandum and articles of association) to the State Government paid up shares in its equity capital having a face value equal to the amount specified against the sick textile undertaking in the corresponding entry in column (3) of the First Schedule. (2) Where any liability is assumed by the State Government under sub-section (1) of section 5 they may call upon the State Textile Corporation to issue (if necessary after amending the memorandum and articles of association of the Corporation) to the State Government additional paid up shares in its equity capital having a face value equal to the amount of the liability assumed by the State Government under the said sub-section.

(1) The owner of the sick textile undertaking shall be given by the State Government in cash and in the manner specified in Chapter VI for the transfer and vesting in it under sub-section (1) of section 3 of such sick textile undertaking and the right, title and interest of the owner in relation to this sick textile undertaking, an amount equal to the amount specified against it in the corresponding entry in column (3) of the First Schedule. (2) In addition to the amount referred to in sub-section (1) there shall be given by the State Government, in cash, to the owner of the sick textile undertaking, simple interest at the rate of four per cent per annum on the amount specified against such owner in the corresponding entry in column (3) of the First Schedule for the period commencing on the appointed day, and ending on the date on which payment of such amount is made by the State Government to the Commissioner.

(1) On account of the taking over the management of the undertaking, which has been declared as sick by the Board for Industrial and Financial Reconstruction (BIFR), shall be given an amount of rupees one thousand per annum on the deprivation of its management for a period commencing from the appointed day up to the date on which the management of the sick undertaking has been taken over by the State Government. (2) The amount calculated in accordance with the provisions of sub-section (1) 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 the payment of such amount is made by the State Government to the Commissioner. (3) The amount determined in relation to this textile company in accordance with the provisions of sub-sections (1) and (2) shall be given by the State Government to the textile company, in addition to the amount specified in the First Schedule against that company.

The State Textile Corporation or any person which that Corporation may by order in writing specify, shall be entitled to exercise the powers of general superintendence, direction, control and management of the affairs and business of the sick textile undertaking, the right, title and interest, of an owner in relation to which have vested in that Corporation under sub-section (2) of section 3, and do all such things as the owner of the sick textile undertaking is authorised to exercise and do.

On the vesting of the management of the sick textile undertaking in the State Textile Corporation, all persons in charge of the management of such sick textile undertaking immediately before such vesting shall be bound to deliver to the State Textile Corporation all assets, books of account, registers or other documents in their custody relating to the sick textile undertaking.

The State Textile Corporation shall maintain the accounts of the sick textile undertaking in accordance with the provisions of the Companies Act, 1956 (Central Act 1 of 1956).

(1) Every person who is a workman within the meaning of the Industrial Disputes Act, 1947 (Central Act 14 of 1947), and has been, immediately before the appointed day, employed in the sick textile undertaking shall become, on and from the appointed day, an employee of the State Textile Corporation with the same rights and privileges as to pension, gratuity and other matters as would have been admissible to him if the rights in relation to such sick textile undertaking had not been transferred to and vested in the State Textile Corporation and shall continue to do so unless and until his employment in the State Textile Corporation is duly terminated or until his remuneration, terms and condition of employment are duly altered by the State Textile Corporation. (2) Every person who is not a workman within the meaning of the Industrial Disputes Act, 1947 (Central Act 14 of 1947), and who has been, immediately before the appointed day, employed in the sick textile undertaking shall, in so far as such person is employed in connection with the sick textile undertaking which has vested in the State Textile Corporation, become on and from the appointed day, an employee of the State Textile Corporation and shall hold his office or service therein by the same tenure, at the same remuneration and upon the same terms and conditions and with the same rights and privileges as to pension and gratuity and other matters as he would have held the same under the sick textile undertaking if it had not vested in the State Textile Corporation and shall continue to do so unless and until his employment in the State Textile Corporation is duly terminated or until his remuneration, terms and conditions of employment are duly altered by the State Textile Corporation.

(1) Where the ownJof'the sick textile undertaking has, established a provident fund, superannuation, welfare- Or other fund for- the benefit of the persons employed in'such sick te*tt:1e undertaking, the money relatable to-the imployees, whose serviceshave - become transferred by-or--under this 'Act to the State Textile Cqrporation shall, ñt of the money standing, on tj2e appointed day, to the credi(f such piwident fund, superannuation, welfare or -other fund, stand trangferred.to, and shall vest in the SttC Textile corporation.

(2) Te money which stand transferred under sub-ecfion. (TY to the - State Textile Corporation hall be dealt with by that Corporation in swth manner as may be' prescribed.

Y1here the sick textile undertaking or any part thereof is transferred under this Act to a Subsidiary Tetik Corporatidn, - 'every prnn referre4 to. in sub-section (i) and siib-sectioh (2) of section }, shall on and fromthe date of - such transfer,' becQrne an employee of the Subsidiaxt Teitile corporatioti' and the provisions of sectiotis43 nd 14 shall apply tQ'suh employee as they apply to an-employee, of the State Textile Corporation,hsif references in the slid sections to the Staè Textile Corporation wãe references to tie Subsidiary- ubsidiary Textile textile LOrporatlOn.

(1) For the purpose o'f disbursing the amounts payabl to the'owner of the sick textile undertaking, specified in the First Schedule, the State Government shall, by'notification in the Gazette apoint a perón as they may. think fit to be the Commissioner.of !aYments;

(2) The State Government may, appoint such other persons as they may think fit o 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 äuthorised to exercise different powers.

(3) Any person authorised by the Commissioner to exercise any powers may xercise those powers in the same manner and witI the same effect as if thy have been conferred on that person directly by this Act and not by way of authonsation

(4) The salaries and allowances of the Commissioner shall be defrayed .out of ,the Consolidated Fthid of the State of Kerala.

(1) The State Government shall within thirty days from the specified date, pay in cash to the Commissioner,-for payment to the owner of the sick textile undertaking, an amount equal to the amount specified against the sick textile undertaking in the Fit Schedule and shall also pay to the Commissioner such sums as may be due to the owner1 of the sick textile undertaking under sub-section (2) of section 8 and section 9

(2) 'A separate account shall be opened by the State Government in favour of the Commissioner and every amOunt paid under this Act to the Commissionerj shall be deposited by him in that account and thereafter such account shall be operated by the fCommissioner.

(3) Separate records shall be maintained by the Commissioner in respect of the. sick textile undértakin in relation to which payments have been made to him underthis Act

(4) Interest accruing on the amounts standing to the credit of the. account referred to in sub-section (2) shall ensure to the benefit of the owners r of the sick textile undertaking

Every person having a claim against the owner of the, sick textile undertaking shall prefer such claim before the Commissioner within thirty dais from the specified cfate

Provided that'if the Coramissionr is satisfied that the claimant was' prevented by sufficient causfrom preferring the claim within the said period of thfrt days may entertain the claim within a fiitther period ofthirtydays but -- - not thereafter.

The claims arisipg out of the matters specified in the Second Schedule shalr have priorities in accordance with the fbllowing principles, naniely:—

(al Categbry 1 will have precedence ever #11 other categories and Category U. will have a precedence over Cory III and so on;

(1) The claims specified in each ofthe dategories, =ept Category V. shall rank equally and be pid in T.ii; but if the amount is insufficient to meet ,sucb claims-'in full, .they. Iball. bate' in equal proportions and be 'paid accordingly;

(cJ The Iiabilities specified in Category V shall 'be dis4harged subjeci to the pnorities specified in this sectlon in accordance with the terms of the secured loans and the priority, inter se,.cf such loans; and

(d) The- question ofpayment of a. liability with regard. to a matter specified in a lower category shall arise pnly if a surplus is left after meeting - all 'the liabilities specified in the immediately higher'catg9ry .

(1) On.. reeeipt of .the claims under section 18, the C,om sioer 'shall arrange the claims in the order of priority specified in the Second chedule 'and examine the sme in accèordaiice with the said order.

(2) If, o examjnation'of the claims, the eornmuiss'ioner is of the" opiniqn that the amount paid to hinr pnder this Act is' not sufllcieni to meet the liabilities specified in any lower hategciry, he shall not be reqiired to xarnine the ljabiliiis in respect of such lower category.

(1) Aftr examining the claim -with. reference to the priority pet out in the Second Schedule, the Commissioner shall fix a certain date one or hefor&'which every claünaut shall file the proOf-of his clin,, otherwise he excludçd 1rpn the benefit of the disbursement made by the Commissioiier

(2) Not less than fourteen days' notice of the date so fixed shall be given by adverisement in one issue of a daily newspaper in the English Language andoid issue of a daily newspaper in the Regional Language js the Commissioner niay consider suitable and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the time specified in the advertisement

(3) Any claimant who fails to file the proof of h s claim within the time specified by the Commissioner shall be excluded from the disbursement - made by the Commissioner

(4) The1Commissioner shall, after such investigation as may, in hm opinion, be necessary and ?after giving the owner of the sick textile undertaking an opportunity cJf refuting the claim and after giving the claimants a ?easonable tç opportunity of bing heard, in writing admit or reject the claim in whole or in part

(5) The Commissioner hall have the power to regulate his own procedure in aiiJ matters ansing out of the discharge or his functions, including the place or places at winch, he will hold his rittings and shall, for.the purpose of making ny ihvestigation under this Act have the same powers as are vested in a civil courtjunder the Code of Civil Procedure, 1908 (Central Act 5 of 1908), while trying a suit in respect of t'he following matters, namely -

(a summoning and enforcing the attcndance of any persot and examining him n oath

(b discovery and production of any document or other material object producibe as evidence

(c reception of evidence on affidavits

(d appointment of commissions for the examination of witnesses

(6) Any investigation before the Commissioner shall be deemed to be a judicial proceed1ing within the meaning of sections 193 and 228 of the Indian Penal Code (Central Act 45 of'1860) anti the Commissioner shall be deemed to be a civil court tfor the purposes of section 195 and Chapter XXVI of the Code of Criminal Propedure, 1973 (Central Act 2 of 1974)

(1) A plaimant who is dissatisfied with the decision of the Commissioner may prefer an appeal against the decision to the principal civil court .of.origindi jürisdiction within the. focal limits of whôsë jurisdiction the sick textile undrtaking is situ&ted After admitting a claim under this Act, the amount due in respect of such claim shall be credited by the Commissioner to the relevant fund or be paid to the person or persons to whom such sums are due and on such credit or payment the liability of the owner in respect of such claim shall stand discharged.

(1) If, out of the amount paid to him in relation to the sick textile undertaking, there is a balance left after meeting the liabilities as specified in the Second Schedule, the Commissioner shall disburse such balance to the owner of such sick textile undertaking. (2) Before making any payment to the owner of the sick textile undertaking under sub-section (1), the Commissioner shall satisfy himself as to the right of such person to receive the whole or any part of such amount and in the event of there being a doubt or dispute as to the right of the person to receive the whole or any part of the amount referred to in section 5, the Commissioner shall refer the matter to the court and make the disbursement in accordance with the decision of the court. For the removal of doubts, it is hereby declared that the entries in column (2) of the First Schedule shall not be deemed to be conclusive as to the right, title and interest of any person in relation to the sick textile undertaking specified in the corresponding entries in column (1) of the said Schedule and evidence shall be admissible to establish the right, title and interest of any person in relation to such sick textile undertaking. Where any machinery, equipment or other property has vested in the State Textile Corporation but such machinery, equipment or other property does not belong to the owner of such sick textile undertaking, the amount specified in column (3) of the First Schedule against such sick textile undertaking shall, on a reference made to it by the Commissioner, be apportioned by the court between the owner of such sick textile undertaking and the owner of such machinery, equipment or other property having due regard to the value of such machinery, equipment or other property on the appointed day. Explanation.—In this section, "court", in relation to the sick textile undertaking, means the principal civil court of original jurisdiction within the local limits of whose jurisdiction, the sick textile undertaking is situated.

Any amount paid to the Commissioner which remains undisbursed or unclaimed for a period of three years from the last day on which the disbursement was made, shall be transferred by the Commissioner to the general revenue account of the State Government, but a claim to any money so transferred may be preferred to the State 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.

(1) Where any liability of the sick textile undertaking arising out of any claim specified in Category I, Category II or Category III or Category IV in the Second Schedule is not discharged fully by the Commissioner out of the amount paid to him under this Act, the Commissioner shall intimate in writing to the State Government the extent of the liability which remains undischarged and that liability shall be assumed by the State Government. (2) The liability assumed by the State Government under sub-section (1) shall be discharged by payment of the amount of the liability in negotiable bonds redeemable after the expiry of ten years and carrying simple interest at the rate of seven and a half per cent per annum with effect from the appointed day.

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 authority.

(1) Any contract entered into by the owner or occupier of the sick textile undertaking 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 commencement of this Act, cease to have effect unless such contract is, before the expiry of that period, ratified, in writing by the State Textile Corporation and in ratifying such contract the State Textile Corporation may, with the previous approval of the State Government, make such alterations or modifications therein as it may think fit: Provided that State Textile Corporation 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 sick textile undertaking. (2) The State Textile Corporation 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 reason for refusal to ratify the contract or for making any alteration or modifications therein.

Any person who,— (a) having in his possession, custody or control of any property forming part of the sick textile undertaking or wrongfully withholds such property from the State Government or the State Textile Corporation or any person authorised by that Government or Corporation, as the case may be, in this behalf or wrongfully obtains possession of or retains any property forming part of the sick textile undertaking or willfully withholds or fails to furnish to the State Government, the State Textile Corporation or any person specified by that Government or Corporation, as the case may be, any document relating to such sick textile undertaking which may be in his possession, custody or control or fails to deliver to the State Textile Corporation or any person specified by that Corporation any assets, books of account, registers or other documents in his custody relating to the sick textile undertaking; or wrongfully removes or destroys any property forming part of the sick textile undertaking or prefers any claim under the 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.

(1) Where an offence under the 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 a company as defined in section 3 of the Companies Act, 1956 (Central Act 1 of 1956) and includes in it a firm or a Co-operative Society or other association of individuals and (b) "director" in relation to a firm means a partner in the firm.

No suit, prosecution or other legal proceeding shall lie against the State Government or any officer of that Government or the authorised person or the State Textile Corporation or any Subsidiary Textile Corporation or any officer or other person authorised by either of such Corporation for anything which is in good faith done or intended to be done under this Act.

(1) State Government may, by notification in the Gazette, direct that all or any of the powers exercisable by them under this Act other than the power under section 3 may also be exercised by any 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 State Government.

If any difficulty arises in giving effect to the provisions of this Act, the State Government may by order not inconsistent with the provisions of this Act, remove such difficulty: Provided that no such order shall be made after the expiry of a period of two years from the date of commencement of this Act.

It is hereby declared that this Act is for giving effect to the policy of the State towards securing the principle specified in clause (b) of Article 39 of the Constitution.

(1) The Government may, by notification in the Gazette, make rules to carry 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 (4) of section 4 shall be given; (b) the manner in which money in any provident or other fund referred to in section 14 shall be dealt with; (c) any other matter which is required to be, or may be prescribed. (3) Every rule made under this Act shall be laid, as soon as may be after it is made, before the Legislative Assembly, while it is in session, for a total period of fourteen days which may be comprised in one session or in two successive sessions, and if, before the expiry of the session in which it is so laid or the session immediately following, the Legislative Assembly makes any amendment in the rule or decides that the rule should not be made, the rule shall thereafter have effect only in such amended form or be of no effect, as the case may be; so however, that any such amendment or annulment shall be without prejudice to the validity of anything previously done under that rule.

(1) The Kerala Spinners, Alappuzha (Acquisition and Transfer of Undertaking) Ordinance, 2010 (9 of 2010) 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 this Act.

[See sections 2(g), 2(j), 4(5) and 8] Name of the textile undertaking: Kerala Spinners Ltd., Kamalapuram, Alappuzha. Name of the Owner: Kerala Spinners Ltd., Kamalapuram, Alappuzha. Amount (in Rupees): 354.67 lakhs.

[See sections 19, 20, 21 and 25] ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES IN RESPECT OF THE SICK TEXTILE UNDERTAKING. PART I: Category-I: Arrears in relation to provident fund, salaries and wages and other amounts due to an employee for the pre-take over management period. PART II: OTHER LIABILITIES: (A) Post-takeover Management Period: Category-II: (a) Loans advanced by a Bank; (b) Loans advanced by an Institution other than a Bank; (c) Any other loan; (d) Any credit availed of for purposes of trade or manufacturing operations. Category-III: (a) Revenue, taxes, cesses, rates or any other dues to the Central Government or a State Government; (b) Any other dues. (B) Pre-takeover Management Period: Category-IV: Principal amounts of the secured loans advanced by any Nationalised Bank or public financial institution. Category-V: Secured loans other than those specified under Category IV. Category-VI: Revenue, taxes, cesses, rates or any other dues to the Central Government, a State Government, a local authority or a State Electricity Board. Category-VII: (a) Any credit availed of for purpose of trade or manufacturing operations; (b) Any other dues. Category-VIII: Interest amounts on the secured loans advanced by any Nationalised Bank or public financial Institution.