3. Transfer to, and vesting in, Central Government of the undertakings of the Company.—On
the appointed day, the undertakings 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 vest in, the Central
Government.
4. Transfer and vesting of shares held by the Company in the specified companies.—(1) On the
appointed day, all the shares held by the Company in the specified companies shall, by virtue of this Act,
stand transferred to, and vest in, the Central Government.
(2) The Central Government shall be deemed, on and from the appointed day, to have been registered
in the Register of Members of the concerned specified company as the holder of each share which stands
transferred to, and vested in, it by virtue of the provisions of sub-section (1).
(3) For the removal of doubts, it is hereby declared that the provisions of sub-sections (1) and (2)
shall not be deemed to affect,—
(a) any right of a specified company subsisting, immediately before the appointed day, against the
Company to recover from it any sum of money on the ground that the Company has not paid or
credited to the specified company the whole or any part of the value of the shares held by it, or on any
other ground whatsoever; or
(b) any right of a specified company subsisting, immediately before the appointed day, against the
Company to receive any payments due from the Company.
5. General effect of vesting.—(1) The undertaking of the Company shall be deemed to include all
assets, rights, leaseholds, 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 other
documents of whatever nature relating thereto.
(2) All properties as aforesaid which have vested in the Central Government, whether under section 3
or section 4, 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 or other authority restricting the use of such properties in any manner or appointing any receiver
in respect of the whole or any part of such properties shall be deemed to have been withdrawn.
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(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 amounts specified in section 8, 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 7, in a Government company, that Government company shall be deemed to be
substituted in such licence or other instrument as if such licence or other instrument had been granted to
such Government company and such Government company shall hold it for the remainder of the period
for which that company would have held it under the terms thereof.
(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, whether under section 3 or under section 4,
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 7, to vest in a Government company, by or against such company.
6. Central Government or the Government company not to be liable for prior liabilities.—(1)
Every liability 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 are directed, under section 7, to vest in a Government company, against
such company.
(2) For the removal of doubts, it is hereby declared that—
(a) save as otherwise expressly provided in this Act, no liability of Company in relation to its
undertakings, or in relation to any share held by it in a specified company, in respect of any period
prior to the appointed day, shall be enforceable against the Central Government, or, where the
undertakings of the Company are directed under section 7, to vest in a Government company, against
such company;
(b) no award, decree or order of any court, tribunal or other authority in relation to the
undertakings of the Company or in relation to any share held by the Company in a specified company
passed 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 are
directed, under section 7 to vest in a Government company, against such 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 are directed under section 7, to vest in a Government
company, against such company.
7. Power of Central Government to direct vesting of the undertakings of the Company in a
Government company.—(1) Notwithstanding anything contained in section 3, the Central Government
may, if it is satisfied that a Government company is willing to comply 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
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Central Government under section 3, shall, instead of continuing to vest in the Central Government, vest
in the 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 a Government company that Government company shall, on and from the date of such
vesting, be deemed to have become the owner in relation to such undertakings, and all 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 the rights and liabilities, respectively, of that Government company.