tllli i~ai\el hl ve 8 'j~\'d-;n jo nj,j tcih[) :n g p hi v"i·3, ldu ted \!\;d doi'1estic g:\s private lihi'l'1£d' (taking over 'jf ·1:ii\ a\"te>1el-j t) bill, 19?)  l-to be/as introduced in lpk ,sabha 7i l'8(c 1, line- 2,-,  l:qaq "h ad t!;;' page 2, line 45,-fnr "fheraze shah" i:q&i ~'phirl)zshah" ")  taw:'! 3, lino 10,·  fqr "marketing, t!'qn sporting" ~ "tr311 sporting, marketing" 4 rage 6, line 24,-after "0 fficl=!r~" in gert "shall !! 5 pa~e~, line 41,-m "empliyee" ~ "employee if t r:;o 7,-fqrthe marginal headlng tu clause 12, r!il!l!l "coetr:;cts 111 b:ld f::ith etc to be terminatr:-t or iti')dified i' 7  f ~ge ? ir) tile :lj~r gin aj he adin g to c 1 au se 1 3, -ii "  :'" i d  n ," n ,\\ ~~ _', ~ '""j fo r " a<1 vpi'r, co l! r~ ':' d 8 page'1, line 24,-!oj: 'tni tice" r!la!l ''n0tice'' t; pjgb 8, in the r:l1rginrl he1ding to clause ",f,-for "of" ~ "to lt ne w d}i~ uii; 'hatch 3, 1cl1q rhs:)lgunai 2, 1900 (saka)  bill no z6 of 1979 the parel investments and trading private limited and domes'iuc gas private limited (taking over of management) bill, 1979 a billto provide for the taking over, in the public interest, of the management of the undertakings of the parel investments and trading private limited and the domestic gas private limited, pending acquisition of those under'takiings, with a ,view to maintaining a service essential to the life cyf the community, namely, the bottling, transporting, marketing and distribwticm of liquefwd petroleum gob, and fo'l' 1n4tters connected therewith or incidental thereto whlilrmas the undertakings in india of caltex (india) limited, a foreign company, and vested in caltex oil refining (india) limited, a government company within the meaning of the companies act, 1956, under the caltex [acquisition of shares of caltex oil refining (india) 5 limited and of the undertakings in india of caltex (india) limited] act, 1977; and whereas the agreement dated the 23rd november, 1970, entered int~ by caltex (india) limited with the east coast gas company, a partnership tlnn which has since been taken over iby parel investments 10 and trading private limited, under which caltex (india) limited appointed the east coast gas company as distributors for sale of its liquefied petroleum gas packed in cylinders, to domestic, commercial and industrial customers, in certain areas, has terminated on the 31st december, 1978; is and w'hil:rmas the agreement dated the 23'rd november, 1970, entered into by caltex (india) limited with domestic gas private limited, under which the former appointed the latter as distributors for sale of its liquefied petroleum gas packed in cylinders, to domestic, commer-cial and industrial customers, in certain areas, has terminated on the 31st december" 1~8; and whereas by an order issued by the company law board on the 9th may, 1978, the aforementioned caltex oil refining (india) limited has been amalgamated with hindustan petroleum corporation limited; s and whereas for giving effect to the policy of the state towards securing the principle specified in clause (b) of article 39 of the constitution, it is propjsed to acquire the undertakings of parel investments and trading private limited and domestic gas private limited so that the means and resources as to bottling, transporting, marketing and 10 distribution of liquefied petroleum gas of the said undertakings become vested in the state and thereby are so distributed as best to subserve the common g:>od; and whereas pending the acquisition of the undertakings of parel investments and trading private limited and domestic gas private is limited with a view to the nationalisation of the business of bottling, transporting, marketing and distribution of liquefied petroleum gas hitherto carried on by them, it is expedient in the public interest to take over the management of the said undertakings; be it enacted by parliament in the thirtieth year of the repubuc 20 of india as follows:- chapter ishort title and commencemmt preliminary 25 1 (1) this act may be called the parel investments and trading private limited and domestic gas private limited (taking over of management) act, 1979 (2) it shall come into force at once definitions 2 in this act, unless the context otherwise requires,-(a) "appointed day" means the date on which this act comes 30 into force; (b) "custodian" means the government company appointed under section 4 to take over the management of the undertaking of each of the two companies; (e) "government c:()mpany" has the meaning assigned to it by 35 1 of 1956 section 617 of the companies act, 1956;  (d) "liquefied petroleum gas" has the same meaning as in subitem (2) of item no lla of the first schedule to the central excises and salt act, 1944; 10f 1944 (e) "notification" means a notification published in the official 40 gazette; (f) "the two companies" means--(i) parel investments and trading private limited, a company within the meaning of the companies act, 1956, having 1 of 1968 its registered office at 53/57, lakshmi insurance buildings, sir s pheroze shah mehta road, bombay-i; 4 1 of leg8 (ii) doitlestic gas private limited, a company within the meaning of the companies act, 1956, having its registered office at 3464, rashtrapathi road,· secundera~ad , i  chapter ii taking over of management of the undertakings of the two companies3 (1) on and from the appointed day, the management of the undertaking of each of the two companies shall vest in the oentral government managementot the undertakidgsof the two companies to vest in central government s (2) the undertaking of each ot the two companies shall be deemed to include all assets, rights, leaseholds, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, works, workshops, accommodation, shops and godowris, projects, stores, gas cylinders, facilities for bottling and filling liquefied petroleum gas and 10 marketing, transporting and distrlbutioo: thereof in bulk and in cylinders, regulators, valves, machinery, locomotives, autofl¥jbiles, tank -lorries, tank wagons, and other vehicles, liquefied petro~eum gas in process or in stock or in transit, bank balances, cash balances, reserve funds, investments, book debts and all other rights and interests in or arising out of 15 such property as were, immediately before the appointed day in the ownership, possession, power or control of the ct>1lcerned company in relation to or concerning the undertaking in india, and all books of accounts, registers, records, correspondence files, instruments (including agreements with dealers, sub-dealers and customers), assurances, maps, 20 plans, sections drawings, records of sutve'y and all qther documents of whatever nature relating thereto (3) any contract, whether express or implied, or other arrangement in so far as it relates to the management of the business and affairs of each ot; the two companies in relation to its undertaking and in force imme-2s diately before the appointed day shall be deemed to have terminated on the appointed day (4) all persons in charge of the management including persons holding offices as directors, managers or any other managerial personnel of each of the two companies immediately before the appointed day shall be deem-30 ed to have vacated their offices as such on the appointed day (5) notwithstanding anything contained in any other law for the time being in force, no person in respect of whom any contract of management or other arrangement is terminated by reason of the provisiol)jls contained in sub-section (3) or who ceases to hold any office by reason of 35 the provisions contained in sub-section (4), shall be entitled to c'laim any compensation for the premature termination of the contract of management or other arrangement or for the loss o~ office, as the case may be 4 (1) the central government shall, as from the appointed day, app'>int hindustan petroleum corporation limited, a government com-4o·pany, as the custodian of the undertaking of each of the two companies for the purpose of taking over the management thereof, and the custodian shall carry on the management of the undertaking of each of the two companies for and on behajf of the central government appointmentof custodian to take over management of the undertakings of the two com-j?aniet! (2) the central government may issue such directions (including 45 directions as to initiating, defending or continuing any legal proceedings before any court, tribunal or other authority) to the custodian as to its powers and duties as the central government deems desirable and the custodian may apply to the centr a1 government at any time for instructions as to the mannel:' in w' hich the custodian sh,l c;:on~uct th~ management of the undertaking at each of the two cqillpanies or in relation to any matter arising in the course of such management (3) subject to the provisions of this act and to the control of the central government, the cust"lxtian shall be entitled, notwithstanding anything contained in the companies act, 1956, to exercise all the powers s 1 of 1956 of the board of directors o~ the two companies (including the power to dispose of any properties or assets of the two companies) whether such powers are derived from the companies act, 1956, or from the memorandum and articles of association of either of th~ two companies or 1rom any other source 10 (4) any person having possession, custody or control of any property forming part of the undertaking of either of the two cqmpanies, shall, on demand, deliver forthwith such property to the custodian or to any such person as may be authorised by the custodian or the central government in this behau is  , (5) if any person fails or refuses to comply with any demand made under sub-section (4) for the delivery of any property the custodian or any person authorised under the said sub-section may take possession of that property and may, for that purpose, use such reasonable force as may be necessary 2() (6) any person who, on the appointed day, has in his possession or under his control any books, papers or other documents relating to the undertaking o~ either of the two companies, including the minutes books containing the resolutions of the persons in charge of the management thereof before the appointed day, the current cheque books relating to 25 the undertaking of such company, any letters, memoranda, notes or other communications between him and such company shall, notwithstanding anything contained in any other law for the time being in force, be liable to account for the books, papers and other documents (including such minutes books, cheque books, letters, memoranda or other communica 30 tions) to the custodian and shall deliver them up to the cuatodian or to any such person as may be authorised by the custodian or the central government in this behalf (7) every person in charge of the managenumt qf the undertaking of either of the two companies immediately before the appointed day shall, 3$ within ten days from the appointed day or within such further period as the central government may allow in this behalf furnish to the custodian a complete inventory of all the properties and assets (including particulars of book debts and investments and belongings) foiming part of such' undertaking immediately before the appointed day and of all the liabtlities 40 -and obligations of such company in relation to its undertaking subsisting immediately before that day and any orther information relating to the undertaking of such company which tne custodian may require in this behalf and also of all agreements entered into by such company in relation to its undertaking and in force immediately before that day, 4s (8) the custodian shall receive from the funds of the undertaking of ach of t~~ said companietj ljuch remuneration as the ce»t+al government y fix -paymental amount 5 (1) each of tiie two eompanies shall be givea by the central gov ernment an amount, in cash, for vestilll id it, uiider aeetmu 13 'of the management of the undertaking thereof (2) for every month during which the management so v'ests in 'the s central government, a-e amount referred to lin sub-section (1) shall be a sum oif rupees seven hundred and :fifty in the case of 'the !parer investments and trading private limited and rupees two hundred and fifty in the case of the domestic gas private limited  chapter iii10  miscellaneousapplication of act 1 of 1956 6 (1) notwithstanding anything contained in the companies act, 1956, or in the memorandum or articles of association of either df the two companies, so long as the management of the undertakings of the two c4)illpanies remains vested in the central govenunent,-is (a) it shall not be lawful for the shareholders of either of the two companies or any other person to nominate or appoint any person to be a director of such company; (b) no resolution passed at any meeting of the sha!reholders of either of the two companies on' or after the appointed day shall be 20 given effect to unless approved by the central c"rovernment; (c) no proceeding for the winding up of either of the two companies or for the appointment of a liquidator or receiver in respect thereof shall lie in any court except with the consent of the central government 1 of 1956 25 (2) subject to the provisions contained in sub-section (1), and to the other provisions contained in this act and subject to such other exceptions, restrictions and limitations, if any, as the central government may, by notification, specify in this behalf, the companies act, 1956, shall continue to apply to the two companies in the same manner as it applied 30 thereto before the appointed day penalties 7 (1) any person, who-(ill) having in his possession, custody or con'irol any property forming part of the undertaking of any of the two companies, wrongfully withholds such property from the custodian or any person 3s authorised under this act for the purpose, or (b) wrongfully obtains possession of any such property, or (c) wilfully and without lawful excuse, retains any property of the undertaking of any of the two companies or removes or destroys it, or 40 (d) wilfully withholds or fails to deliver any books, papers or other documents which may be in his possession or under his control to the custoq4m oj;' anr person autho~d under this act for the purpose, or (e) fails, without reasonable cause, to furnish information or 'particulars as prcvided in sub-section (7) of section 4, 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 5 (2) no court shall take cognizance of an offence punishable under this section except with the previous sanction of the central government or of an officer authorised by the central government in this behalf oftences by companles 8 (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 10 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 is such person liable tc' any punishment if he proves that the offence was committed without his knowledge or that he had exercised all due diligence t:> 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 20 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 be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly 25 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 exclusion otperiod of operation of act 9 in computing the period of limitation prescribed hy law for the 30 time being in force for any suit or applicat'on against any person by either of the tw) compu'1ies in respect of any matter arising out of any transaction in relation to the undertaking of such company, the time during which this act is in forcp shall be excluded act to have overriding effect  10 the provisions of this act or any notification, order or rule made 35 then'under shall have effect notwithstanding anything inconsistent therewith contained in any law other than this act or in any instrument having effect by virtue of any law other than this act or in any decree or order of any court protection of action taken in good faith 11 (1) no suit, prosecution or other legal proceeding shall lie against 40 any officer or other empliyee of the central government, the custodian or any chainnan, director, officer or other employee of the custodian 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 gov- 4' ernment or any of it$ officers or other employees or the custodian or any chairman, director, officer or other employee of the custodian 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 contracts in bad faith maybe cancelled or varied 12 i£ the central government is satisfied, after such inquiry as it 5 may think fit, that any contract or agreement entered into at any time within twenty-four months immediately preceding the appointed day, between either of the two companies and any other person, in so far as such contract or agreement relates to the undertaking of either of the two companies, has been entered into in bad faith or is detrimental to the 10 interests of the undertaking of the concerned company, it may make an order terminating or modifying (either unconditionally or subject to such conditions as it may think fit to impose) and thereafter the contract or agreement shall have effect accordingly: provided that no contract or agreement shall be terminated or modified 15 by the central government except after giving to the parties to the contract or agreement a reasonable opportunity of being heard and except after recording in writing its reasons for such termination or modification advance of transferor surrender after 29th december, 1977 13 any transfer of property, movable or immovable, or any delivery of goods (other than a delivery made in the ordinary course of business) 20 or relinquishment or surrender of any right or interest in respect of any property under any arrangement secured by agreement or otherwise by either of the two companies or east coast gas company (before its take over by parel investments and trading private limited) made at any time after the 29th december, 1977 (being the date on which the nitice 25 terminating the dealership agreements with the relevant companies was made known) and before the appointed day shall be void against the central government or the custodian, as the case may be, and notwithstanding anything contained in any other law or agreement or instrument relating to any such property, right or interest, the central government or 30 the custodian, as the case may be, shall, on and after the appointed day, be entitled to such property, right or interest on the same terms and conditions on which either of the two companies or east coast gas company would have been entitled to such property, right or interest if it had not transferred, delivered, relinquished or surrendered the same and 35 this act had not been passed: prov~ded tnat nothing in this section shall apply to any property, goods, right or interest, transferred, delivered, relinquished or surrendered in good faith and for sufficient monetary consideration power to terminate contract of employment 14 if the custodian is of the opinion that any contract of employment 40 entered into by: either of the two companies in relation to the undertaking of such company, at any time before the appointed day, is unduly onerous, it may, by giving to the employee one month's notice in writing or the salary or wages for one month in lieu thereof, terminate such contract of employment 45 15 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: power to remove difficulties provided that no such order shall be made after the expiry of a period of two years from the appointed day 16 (1) the central government may, by notit\cation, make rules to carry out the provisions of· this act powerol make rules (2) every rule made by the central government under this act shall be laid, as soon as may be after it is made, before eaeh house of parliament while it is in session for a total period of thirty days which may be 5 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 medification in the rule or both houses agree that the rule should not be made, 10 the !ule shall thereafter have effect only in such modified form, or be of no effect, as the case may be; so, however, that any such modificatioq or annulment shall be without prejudice to the validity of snything previously done under that rule  statement of objects and reasonsthe caltex (india) limited, a foreign company, had entered into agreements on the 23rd november, 1970, with the east coast gas company, a partnership firm, and the domestic gas private limited, appointing them as distributors for sale of its liquefied petroleum gas packed in cylinders, to domestic, commercial and industrial customers in certain areas the said agreements have terminated with effect ~rom the 31st december, 1978 the undertakings of the east coast gas company are now owned by parel investments and trading private limited caltex ,(india,) limited has since been acquired and vested in caltex oil refining (india) limited which has subsequently been amalgamated with hindustan petroleum corporation limited 2 in pursuance of the policy for progressively securing that the ownership and control of the means and resources for bottling, transporting marketing and distribution of liquefied petroleum gas are also vested in the state and thereby so distributed as best to sub serve the common good, it will be necessary to acquire the undertakings of parel investments llnd trading private limited and domestic gas private limited referred to above pending such acquisition, which is likely to take some time, government consider it expedient, in the public interest, to take over the management of the said undertakings and appoint hindustan petroleum as custodian ~or the purpose 3 the bill seeks to give effect to the above objects new d!:llli; the 24th febtuaty, 1979 h n bahuguna  president's recommendation under article 117 of the constitution of india[copy of letter no r-30023j1 j77-mc, dated the 26th february, 1979 from shri h n bahuguna, min~ster of petroleum, chemicals and fertilizers to the secretary, lok sabha] the president, having been informed of the subject matter of the bill to provide for the taking over, in the public interest, of the management of the undertakings of the parel investments and trading private lim~ted and the domestic gas private limited, pending acquisition of those undertakings, with a view to maintaining a service essential to the life of the community, namely, the bottling, transporting, marketing and distribution of liquefied petroleum gas, and for matters connected therewith or incidental thereto, recommends under article 117 (3) of the constitution of india, the consideration of the bill by lok sabha  financial memorandumclause 3 of the bill provides that on the appointed day the management oi the undertaking of each of the two companies, namely, parel investments and trading private limited and domestic gas private limited, shall vest in the central government, clause 5 of the bill provides for the payment of an amount of rs 750 per month to the part'l investments and trading private limited and rs  250 per month to the domestic gas private limited for every month during which the manilgement of the undertaking of the concerne-d company remains vested in the central government the bill, if enacted, will not involve any noh-recurring expendit\l1'e it will however, involve a total recurring expenditure of rupees one thousand per month payable as aforesaid to parel investments and trading company private limited and domestic gas private ltmited  memorandum regarding delegated legislationclause 15 of the bill empowers the central government generally to make rules to carry out the provisions of the bill the matters in respect of which such rules may be made are matters o~ detail which cannot be provided for in the bill itself the delegation of legislative power is of a nonna! character  a billto provide for the taking over, in the public interest, of the management of the undertakings of the parel investments and trading private limited and the domestic gas private limited, pending acquisition of those undertakings, with a view to maintaining a service essential to the life of the community, namely, the bottling, transporting, marketing and distribution of liquefied petroleum gas, and for matters connected therewith or incidental thereto (shri h n bahugu:na, minisfer of petroleum, chemicals and fertilizers} 