 the braithwaite and company (india) limited (acquisition and transfer of undertakings) bill, 1976 arrangement of clauses chapter i p1u:il:minary clauses1 short title and commencement 2 definitions  chapter ii acquisition and transfer of the undertakings of the company3 acquisition and transfer of the undertakings of the company 4 general effect of vesting 5 central government or the government oompany not to be liable for prior liabilities 6 power of central government to direct vesting of the undertakings of the company in a government company  chapter iii payment of amounts7 payment of amount 8 payment of further amount  chapter iv management, etc, of the undertakings of the company9 management, etc, of the undertakings of the company 10 duty of persons in charge qf management of the undertakings of the company to deliver all assets, etc 11 accounts and audit chapter v  provisions relating to the employees of the company12 employment of certain employees to continue 13 provident and other funds  chapter vi commissioner of payments14 appointment of commissioner of payments 15 payment by the central government tq the commissioner 16 certain powers of the central government or government company  euuns17 claims to be made to the commissionet 18 priority of claims 19 examination of claims 20 admission or rejection of claims 21 disbursement of money by the commissioner to claimants 22 disbursement of amounts to the company 23 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii miscellaneous24 act to have overriding effect 25 contracts to cease to have effect unless ratified by the central government or government company 26 protection of action taken in good faith 27 delegation of powers 28 penalties 29 offences by companies 30 power to make rules 31 power to rem~ve difficulties 32 declaration as to the policy of the state 33 repeal ano saving the schedule  the braithwaite and company (india) limited (acquisition and transfer of undertakings) bill, 1976 a billto provide for the acquisition and transfer of the undertakings of messrs      braithwaite and company (india) limited for the purpose of ensuring      the continuity of production of goods which are vital to the needs      of the country, and fo'r matters connected therewith or incidental      thereto     whereas messrs braithwaite and company (india)                                                      limited                                                               was  engaged in the manufacture and production of railway wagons, structural  steel works for bridges and heavy workshop buildings, pressed steel  tanks, cranes, road rojlers, jute carding machines, roll formers, power s sweepers, grey iron castings and steel forgings and also in the machining  of intricate components of large sizes;   and whereas as a result of heavy losses suffered by the company, there had been a closure of certain works owned by the company;      and whereas for the purpose of speedily bringing the closed works 10 of the company into operation, the management of the undertakings of   the company was taken over by the central government, for a limited   period, under section 18a of the industries (development and regula~ 65 of 1951 tion) act, 1951; and whereas it is necessary to acquire the undertakings of the company to ensure the continuance of the production of goods which are vital to the needs of the country; be 'it enacted by parliament in the twenty-&eventh year of the republic of india as follows:-5  chapter i preliminary1 (1) this act may be called the braithwaite and cqillpany (india) limited (acquisition and transfer 01 undertakings) act, 1976 short title and commenc'ement (2) the provisions of sections 28 and 29 shall come into force al1 once 10 and the remaining provisions of this act shall be deemed to have come into force on the 1st day of april, 1975- 2 in this act, unless the context otherwise requires,-definitions, (a) "appointed day" means the 1st day of april, 1975; 1 of 1956 (b) "company" means the braithwaite and company (india) is limited, being a company as defined in the companies act, 1956, and having its registered office at 5, hide road, calcutta-700043; (c) "commissioner" means the commissioner of payments appointed under section 14; (d) "ordinance" means the braithwaite and company (india) 20 limited (acquisition and transfer of undertakings) ordinance, 1976; 7 of 1976 (e) "notification" means a nqtification published in the official gazette',   - -" ' ·  1 (f) "prescribed" means prescribed by rules made under this act; (g) "specified date" means such date as the central govem- 25 ment may, for the purposes of any provi'sion of this act, by notification, specify and different dates may be specified for different provisions of this act; (h) words and expressions used herein and m~t defined but defined in the companies act, 1956, shall have the meanings, respec- 30 1 of 1956 tively, assigned to them in that act  chapter ii acquismon and transfer of the undertakings of the company3 on the appointed day, the undertakings of the company, and the right, title and interest of the company in relation to its undertakings, 3s shall, by virtue of this act, be transferred to, and shall vest in, the central government acquisition and transfer of the undertakings of the company general effect of vesting 4 (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, ~ &tores, instrumenuj, machinery and equipment, cash b~lances, 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, p<jissession, power or control of the company, whether within or outside india, and all books df account, registers 5 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 frwn any trust, obligation, mortgage, charge, lien and all other incumbrances affecting it, and any attachment, injunction or decree or 10 order of any court restricting the use of such property in any manner or appointing any receiver in respect of the whole or any part of such property shall be deemed to have been withdrawn (3) every mortgagee of any property which has vested under this act ill the central government and every person holding any charge, is lien or other interest in, or in relation to any such property, shalll 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 douhts, it is hereby declared that the mortgagee of any property referred to in sub-section (2) or any other person 20 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 amounts specified in section 7, and also out of the monies determined under section 8 but no such mortgage, charge, lien or other 25 interest shau he enforceable against any property which has vested in the cf;'ntrai government (5) if, on the appointed day, any suit appeal or other proceedinu, of whatever nature in relation to any property which has vested in the central government, under section 3, instituted or preferred by or against 30 the company is pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of transfer of the undertakings of the company or of anything contained in this act, but thp suit, appeal or other proceeding may be continued prosecuted or enforced by or against the central government, or where the undertakings of the 35 company are directed under section 6, to vest in a government company, against that government company s (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 a~aim;t the central government, or, where 40 the undertakings are directed, under section 6 to vest in a government company, against that government company (2) for the removal of doubts, it is hereby declared that-central government or the government company not to be liable for prior liabilities 45 (a) save as otherwise expressly provided in this section or in any other' provision of this act, no liability of the company in respect of any period prior to the appointed day, shall be enforceable nllainst the central government, or where the undertaking'l'1 of the company are directed under section 6 to vest ina government company against that government companyi (b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the 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 direct-5 ed under section 6 to vest in a government company, against that government comparly; (c) no liability incurred by the company before the appointed day for the contravention of any provision of law for the time being 0 in force, shall be enforceable against the central government, or, i where the undertakings of the company are directed under section 6, to vest in a government company against that government company 6 (1) notwithstanding anything contained in sections 3 and 4 the central government may, if it is satisfied that a government company is willing to comply, or has complied with such terms and conditions as is 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 the government company either on 20 the date of the notification or on such earlier or later date (not bein~ a date earlier than the appointed day) as may be specified in the notification power of central governmentto direct vesting of the undertakings of the company in a government company (2) where the right, title and interest of the company in relation to its undertakings, vest in a government company under sub-section (1), 25 the 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 the government 30 company  chapter iii payment of amountspayment of amount 7 for the transfer to, and vestin,; in, the central government, under section 3 of the undertaking; of the company and the right, title and in- 35 terest of the company in relation to its undertakings, there shall be given by ·the central government to the comlllldy, in cash, and in the manner specified in chapter vi, an amount of rupees sixteen crores and twenty-five lakhs payment of further amount 8 (1) for the deprivation of the company of the management of its 40 undertakings, there shall be given to the company by the central government an amount calculated at the rate of rupees fifty thouand per annum for the period ('ommencing on the date on whirh the management of the undertakinsrs of tbe comoony wa~ taken over hy the centra' government and endin~ on the appointed tay 45 (2) in consideration of the rettmlpective oueration of the provisions of sections 3, 4 and 5, there shall also he given, in cash, by the central government to the company, an amount equal to an amount calculated at the rate of rupees fifty thousand per annum for the period commencing on the appointed day and eudin, on the date of promujption of the ordinance (3) the amount specified in section 7 and the amounts determined under sub-sections (1) and (2) shall carry sbnple interest at the rate of 5 four per cent per annum for the period commencing on the date of promulgation of the ordinance and cnding on the date on which payment of such amounts is made by the central government to the commissioner (4) the amounts determined in accordance with the provisions of subsections (1), (2) and (3) shall be given by the central government to 10 the company in addition to the amount specified in section 7 (5) for the removal of doubts, it is hereby declared that the iiabilitie's of the company, in relation to its undertakings which have vested in the central government under section 3, shall be discharged from the amounts referred to in section 7, and also from the amounts determined 15 under sub-sections (1), (2) and (3), in accordance with the rights and interests of the creditors of the company  chapter iv management, etc, of the undertakings of the company9 (1) the general superintendence, direction, control and manage-20 ment 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,-manage ment, etc, of the under ta·kings of the company (a) where a direction has been made by the central government under sub-section (1) of section 6, vest in the government company specified in such direction, or 25 (b) where no such direction has been made by the central government, vest in one or more custodians appointed by the central government under sub-section (2), and thereupon the government company so specified or the custodian so 30 appointed, as the case may be, shall be entitled to exercise all such powers and do all such things as the company i's authorised to exercise and do in relation to its undertakings (2) the central government may appoint one or more individuals or a government company a's the custodian of the undertakings of the 35 company in relation to which no direction has been made by it under sub-section (1) of section 6 10 (1) on the vesting of the management of the undertakings of the company in a government company or on the appointment of a custodian, all persons in charge of the management of the undertakings of 40 the company immediately before such vesting or appointment, shall be bound to deliver to the government company or the custodian, as the case may be, all assets, books of account, registers or other documents in their custody relating to the undertakings of such company duty of persons in charge of managem-ent of the undertakings of the company to deliver all assets, etc (2) the central government may issue such directions as it may deem desirable in the circumstances of the case to the government 4s company or the custodian as to its or his powers and duties and the government company or custodian may also, if it or he so desires, 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 by it or him or in relation to any other matter arising in the course of such management (3) the custodian 'shall receive from the funds of the undertakings s of the company such remuneration as the central government may fix and shall hold office during the pleasure of the central government accounts and audit 11 the custodian of the undertakings of the company shall maintain an account of the undertakings of the company in such form and manner and under such conditions as may be prescribed and the provi- 10 ~ions of the companies ad, 1956, shall apply to the audit of the account 1 of 1956 so maintained as they apply to the audit of the accounts of a company  chapter v provisions relating to the employees of the companyemp)oymentof certain employees to continue 12 (1) every person who is a workman within the meaning of the is industrial disputes act, 1947, and has been, immediately before the 14 of 1947 appointed day, employed in any undertaking of the company shall become, on and from the appointed day, an employee of the central government or, as the case may be, of the government company in which the right, title and interest of the company in relation to its 20 undertakings, have vested under this act, and shall hold office or service under the central government or the 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 2s employment under the central government or the 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 government company, as the case may be (2) every person who is not a workman within the meaning of the 30 industrial disputes act, 1947, and who has been, immediately before 14 of 1947 the appointed day, employed in any undertaking of the company shall become, as from the appointed day, an employee of the central government or the government company, and shall hold office or service therein by the same tenure, at the same remuneration and upon the 3s same terms and conditions and with the same rights and privileges as to pension and gratuity and other matters as would have been admissible to him if the undertakings of the company had not been transferred to, and vested in, the central government or the government company, and shall continue to do so unless and until his employment 40 in the central government or the government company is duly terminated or until his remuneration, terms and conditions of employment are duly altered by the central government or the government compnny, as the case may be (3) notwithstanding anything contained in the industrial disputes ~ act, 1947, or in ally other law for the time being in force, the transfer 14 of 1947 of the services of any officer or other person employed in any undertaking of the company to the central government or the government ::ompany shall not entitle such officer or other employee to any compenotion under thit act or under any other law for the time being id ,0 force and no such claim shall be entertained by any court, tribunal or c'ther authority (4) where, under the terms of any contract of service or otherwise, any person, whose services become transferred to the central govern-s ment or the government company by reason of the provisions of this act, is entitled to any arrears of salary or wages or any payments for any leave not availed of or any other payment, not being payment by way of gratuity or pension, such person may enforce his claim against the company, but not against the central government or the government 10 company provident and~ funda 13 (1) where the company has established a provident, superannuation, welfare or other fund for the benefit of the peraons employed in any of the undertakings of the company, the monies relatable to the officers or other employees, whose services have become transferred by is or under this act to the central government or the government company, shall, out of the monies standing, on the appointed day, to the credit of such provident, superannuation, welfare or other fund, stand transferred to, and shall vest in, the central government or the government company, as the case may be 20 (2) the monies which stand transferred under 'sub-section (1) to the central government or the government company, as the case may be, shall be dealt with by that government or that government company in such manner as may be prescribed  chaprer vi commissioner of payments14 (1) the central government shall, for the purpose of disbursing the amounts payable to the company under sections 7 and 8, by notification, appoint a commissioner of payments appointmentof commlj-alonerot payment • (2) the central government may appoint such other persods as it 30 may think fit to assist the commissioner and tbereupon the commissioner may authorise one or more of such persons also to exereue all or any of the powers exercisable by him under this act and dufereat persons may be authorised to exercise different powers (3) any person authorised by the commissioner to exercue aay of 35 the powers exercisable by the commissioner may exercise those powers in the same manner and with the same effect as if they bave been cod-ferred on that person directly by this act and not by way of l8uthorisation (4) the salaries and allowances of the commission«'r and other 40 persons appointed under this section shall be defrayed out of the conso~ lidated fund of india is (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 7, and 4s payment by the central governmentto the commissioner (b) an amount equal to the amount payable to the company under section 8 i • (2) a deposit account shall be opened by the central government hi favour of the commissioner, in the public account of india, and ev~ 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 5 (3) the interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the company 16 (1) the central government or the government company, as the case may: be, shall be entitled to receive up to the specified date, to the 10 exclusion of all other persons, any money due t()l the company, in relation to its undertakings which have vested iill the central government, or the government company, realised after the appointed day notwithstanding that the realisation pertains to a period prior to the appointed day certair powers of the central gov'ernmentor governmen' company (2) the central government or the government company, as the case 15 may be, may make a claim to the commissioner with regard to every payment made by it 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 20 has been discharged by the central government or the government company (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 25 of the company 1:1 every person having a claim against the company shall prefer such claim before the commissioner within thirty days from the specified date: claims to be made to the commissioner provided that if the commissioner u satisfied that the claimant was 30 prevented by suftlcient 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 priority of claims - the claims arising out, of the matters specified in the schedule shall have priorities in accordance with the following principles, namely:- 35 (a); category i will have precedence over all other categories and category ii will have precedence over category iii, and so on; (b) the claims specified in each of the categories, except category vi, 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 40 proportions and be paid accordingly; (c) the liabilities specified in category vi shall be discharged, subject to the priorities specified in this section, in accordance with the terms of the secured loans and the priority, inter se, of such loans; and (d) the question of discharging any liability with regard to a 45 matter specified in a lower category shall arise only if fl surplus is left after meeting all the liahlities specified in the immediately higher category examination of claims 1$ (1) on receipt of the claims made under st!ction 17, the commissioner shall arrange the claims in the order of priorities specified in the 5 schedule and examine the same in accordance with such order ot 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 10 examine the claims in respect of such lower category adnusajon or rejection ofelaima 20 (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 or be excluded from the benefit of the disbursements made by the commissioner 15 (2) not less than fourteen days' notice of the date so fixed slall be given by advertisement in one issue of a daily newspaper in english language and 'in one issue of such daily newspaper in the 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 tne com-20 missioner within the time specified in the advertisement (3)1 every claimant who fails to ftle the proof of his claim within the time specified by the commissioner shall be excluded from the disbursements made by the commissioner (4) the commissioner shall, after such investigation as may, in his 25 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, in writing, admit oc 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, includ-30 ing the place or places at which he will hold his sittings and shall, for the purpose of making an investigation under this act, have the same powers 6 of 1908 as are vested in a civil court under the code of civil procedure, 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; 35 (b) the discovery and production of any document or other material object producible as evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses 40 (6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the 45 of 1860 indian pena]! code and the commissioner shall be deemed to be a civil court for the purposes of section 345 and chapter xxvi of the code of 2 of 1974 4s criminal procedure, 1973 (7) a claimant who is dissatisfied with the decision of the commislioner, 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 o·f a high court is ap-s pointed to be the commissioner, the appeal shall lie to the high court at calcutta, and such appeal shall be heard and disposed of by not less than two judges of that high court 21 after admitting a claim under this act, the amount rlue in respect of such claim shall be paid by the commissioner to the person or persons 10 to whom such sums are due, and, on such payment, the liability of the company in respect of such claim shall stand discharged diabursementol money by the com-~er to claimants zz (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 is to the company diaburrementol amounts to the company (2) where the possession of any machinery, equipment or other property, has vested in the central government or a 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 20 government or the government company to continue to possess 'bucn machinery or equipment or other property on the same terms and conditions under which they were possessed by the company immediately before the 1st day of april, 1975 23 any money paid to the commissioner which remains undisbursed 2s 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 aeneral 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 30 transfer had not been made, the order, if any, for payment of the claim being treated as an order for the refund of the revenue undisbursed or unclaimed amount lobe deposited to the general revenue account  chapter vii miscellaneousact to have overriding effect %4 the provisions of this act shall have effect notwithstandini any- 3s thinlg inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this act, or in any decree or order of any court, tribunal or other authority 25 (1) every contract entered into by the c'ompany in relation to its undertakings for any service, sale or supply and in force immediately before the appointed day, shall, on and from the expiry of one hundred and eighty days from the date of promulgation of the ordinance, cease s to have effect unless such contract is, before the expiry qf that period, ratified, in writing, by the central government or government company, and', in ratifying 'such contract, the central government or government company may make such alteration or modification therein as it may think fit: contracts to cease to have effect unless ratified by the central governmentor government company 10 provided that the central government or government company shall not omit to ratify a contract, and shall not make any alteration or modification in a contract, unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or detrimental to the interests of the central government or the government company is (2) the central government or government company shall not omit to ratify a contract, and, shall not make any alteration or modificatior therein, except after giving to the parties to the contract a reasonable opportunity of being heard and except after recording, in writing, its reasons for refusal to ratify the contract or for making any alteration or 20 modification therein protection of action taken in good faith 28 (1) no suit, prosecution or other legal proceeding shall lie against the central government or any officer of that government cxri the custodian or the government company or any officer or other person authorised by that government or government company for anything which 25 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 government company 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 30 faith done or intended to be done under this act delegation of powers 27 (1) the central government may, by notification, direct that all or any of the powers exercisable by it under this act, other than the power conferred i by section 30, may also be exercised by such person or persons as may be specified in the notification 35 (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 28 any person who-penalti- 40 (a) having in his possession, custody or control any property forming part of any undertaking of the company, wrongfully withholds such property from the central government or government company; or 45 (b) wrongfully obtains possession of, or retains, any property forming part of any undertaking of the company or wilfully withholds or fails to furnish to the central government or government company or any person or body of persons specified by that government or government company, any document relating to such undertaking which may be in hi's possession, custody or control or fails to deliver to the central government or government company or any person or body of persons specified by that government or government company, any assets, books of account, registers or other document,; in his possession, custody or control, relating to the undertaking of the company; or s (c) wrongfully removes or destroys any property forming part of any undertaking of the company or 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 10 two years, or with fine which may extend to ten thousand rupees, or with both offences by companiea 29 (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 is 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 20 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 conniv- 2s ance 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 30 expzanation-for the purposes of this section,-(a) "company" means any body corporate and includes a firm or other association of individuals~ (b) "director", in relation to a finn, means a partner in the firm 30 (1) the central government may, by notification, make rules for 3s carrying out the provisions of this act power to make rules (2) in particular, and without prejudice to the generality of the foregoing power, sucb rules may provide for all or any of the following matters, namely:-" (a) the time within which, and the manner in which, an intima- 40 tion shall be giv"en to the commissioner under sub-section (3) of section 4; (b) the form apd the manner in which, and the conditions under which, the custodian shall maintain accounts as required by section 11; 4s (c) the manner in which the monies in any provident or other fund referred to in section 13 shall be dealt with; (d) any other matter which is required to be, or may ~, pres  cribed (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 parlia-5 meni, 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 marie, the 10 rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule 31 if any difficulty arises in giving effect to the provisions of this power to 15 act, the central government may, by order, not inconsistent with the ~=~ies provisions of this act, remove the difficulty: provided that no such order shall be made after the expiry of a period of two years from the date on which this act receives the assent of the president, 20 32 it is hereby declared that this act is for giving effect to the policy of the state towards securing the principles specified in clause (b) a! article 39 of the constitution declaration as to the policy of the state explanation-in this section, "state" has the same meaning as in article 12 of the constitution 2s 33 (1) the braithwaite and company (india) limited (acquisition and transfer of undertakings) ordinance, 1976, is hereby repealed repeal and savin, 7 of 1976 (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  the schedule (see sections 18, 19 and 20) order of priorities for the discharge of liabilities of 'l'h1t company part 'a' post-take-over management period3s category 1-wages, salaries and other dues of the employees of the company category 11-(a) (i) loans advanced by the central governtnent (ii) secured loans advanced by banks and financial institutions 40 categ()lt'y 111-(a) any other loans / (b) credit availed of by the company for the purpose of carrying on any trading or manufacturing operations  categcwy iv-revenue, taxes, cesses, rates or other dues of central government or a state government s  part 'b' pre-take-ovet management pe'riod category v-arrears in relation to contributions to be made by the company to the provident fund, salaries and wages and other amounts due to em- 10 ployees categor]/ vi-secured loans  catego'1'1/ v1ji-revenue, taxes, cesses, rates or any other dues to the central gov- is ernment, a state government, a local authority or a: state electricity board category vi1i-(a) any credit availed of by the company for the purpose of trading or manufacturing operations 20 (b) any other dues  statement of objects and reasonsmessrs braithwaite and company (india) limited were engaged in the manufacture and production of railway wagons, structurals and other commodities which were vital to the needs of the country the company began to show steady decline in production !from 1968 onwards and incurred heavy losses which resulted in closure of some of the works of the company after an investigation into the affairs of the company, the management of its undertakings was taken over by the central government under section 18a of the industries (development and regulation) act, 1961, in march, 19'71 since early action was necessary to reduce the interest charges on loans and for restructuring of the capital of the company, the undertakings of the company were acquired by the braithwaite and company (india) limited (acquisition and transfer of undertakings) ordinance, 1976 the bill seeks to replace the said ordinance new delhi; ta pal the 4th august, 1976  president's recommendation under article 117 of the constitution of india[copy of letter no 1 (22) /76/hm-iii, dated the 5th august, 1976 from shri t a pai, minister of industry and civil supplies to the secretary-general, lok sabha] the president having been informed of the subject matter of the bill to provide for the replacement o/f the ordinance 'the braithwaite and company (india) limited (acquisition and transfer of undertakings)-(nationalisation) ordinance, 1976 (no 7 of 1976), by act of parliament, recommends, under clauses (1) and (3) of article 117 of the constitution, the imtrociuction of the said bill and its coosideration by lok sabha clause 7 of the bill provides for the payment, in cash, and in the manner specified in chapter vi of the bill, an amount (jf rs 16,25,00,000 (rupees sixteen crores and twenty-five lakhs), for vesting in the central government, the right, title and interest of the company in relation to the undertakings owned by it 2 sub-clause (1) of clause 8 provides for payment qf further amount in cash, in consideration for the deprivation of the company of the management of its undertakings, an amount to be calculated at the rate of rs 50,000 (rupees fifty thousand only) per annum, for the period commencing on the date on which the management of the undertakings of the company was taken over by the government ending on the appointed day it is estimated that this amount will be of the order of rs 2,00,000 (rupees two lakhs only) 3 sub-clause (2) of clause 8 provides that in consideration of the retro!spective operation of the provisions of sections 3, 4 and 5, there shall be given, in cash, by the government to the company, an amount equal to an amount calculated at the rate of rs 50000 (rupees fifty thousand only) per annum for a period commencing on the appointed day and ending on the date of promulgation of the ordinance, ie, 23rd june, 1976 this amount is estimated to be of the order of rs 065 lakhs 4 sub-clause (3) of clause 8 provides for payment of simple interest at the rate of 4 per cent per annum, for the period commencing from 23k'd june, 1976 and ending on the day on which the payment of these amounts is made by the central government to the commissioner of rayments it is estimated that the interest-payment in terms of the provisions of the said sub-clause is likely to be of the order of rs 543 lakhs per month 5 clause 14 of the bill provides !for the appointment of the commissioner of payments by the government with adequate staff to 8slist him for the purpose of disbursing the amounts payable to the company the salm:r and allowances <d the commissioner of payments and his staft and expenditure on otftce and establishment will be defrayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 10,000 per month 6 at the time of take ()ver in march, 1971, loans !from state bank of india and national and grindlays bank were outstanding and in the interest of continuing the facilities from the banks, govenament had no alternative but to guaranteeing the pre-takeover secured loans along with guarantees for post-takeover loans as well the post-takeover loans advanced by the state bank amounted to rs 372 crores and loans advanced by financial institutions worked out to rs 018 crores as on tbe 31st march, 1975 during the pre-takeover peri,od, as on 31st march, 1971, the government guaranteed secured loans from state bank and national and grindlays bank which would be roughly rupees two crores it was, therefore, felt that the government having guaranteed the loans for both the pre-takeover and post-takeover periods, it would not be proper to go back on the guarantees if the amounts provided in the blll fell short of discharging the liabilities on this account it was, therefore, decided that the government on its own would take note of the short-fall and pay up the amounts to the banks and the financial institutions to' the extent the guarantees are called up after being met out of the amounts provided in the ordinance this short-fall is expected to be about rs 2 crores against post-takeover loans and rs 2 crores against pre-takeover loans thus the total estimated expenditure on this account is likely to be of the order of rs 4 coores the bill does not, however, provide for any payment in pursuance of the guarantee payment in pursuance of the guarantee will be made after due appropriation by parliament by law 7 funds will also have to l;>e provided to the undertaldllgs of tl e company for modernisation and expansion the expenditure on modernisation is necessary to make these undertakings financially viable the total estimated expenditure during the remaining period of the fifth plan is estimated to be of the order qf rs 1 crore (one crore only) 8 the bill, if enacted, is not likely to involve any other recurring or non-recurring expenditure  memorandum regarding delegated legislationclause 30 of the bill empowers the central government to make rules to carry out the provisions of the bill such rules may provide for matters, such as-{ja) the time within which and the manner in which an intimation referred to in sub-clause (3) of clause 4 of the bill shall be given; (b) the manner in which monies in any provident or other fund referred to in clause 13 shall be dealt with 2 the matters in respect of which such rules may be made are matters of procedure and administrative detail and it is not practicable to provide for them in the bill itself the delegation of legislative power is, therefore, of a normal character  takings) ordinance, 1976apart from changes of a formal, drafting and consequential nature, sub-section (2) of section 22 of the ordinance has been modified in the bill to enable the central government or a government company to possess machinery, equipment or other property, which though not belonging to the company, were under its possession o!' control, on the same terms and conditions under which such machinery, equipment or other property was possessed by the company immediatdy before the 1st day of april, 1975  a billto provide for the acquisition and transfer cyf the undertakings of messrs braithwaite and company (india) limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the country, and for matters connected th9rewith or incidental thereto (shri t a pati, m in-ister of iftdumy) 