 t 1 may \\ill but he 187 of 1985 - the tea -companies (acquisition and transfer of sick tea units) 'bill, 1985 arrangement of clauses chapter i clauses1 short title' and commencement 2 definitions  chapter ii acquisi'non and transrbr of thii sick t&a units op the tia companies3 acquisition of rights of tea companies in respect of sick tea units 4 general effect of vesting 5 tea companies to be liable for certain prior liabilities  chapter iii payment of amounts6 payrnent of amount 7 payment of further amount·  chapter ivmanagement, etc, of the siait tm units of the tea compani 8 management, etc, of the sick tea units of the tea companies - 9 duty of persons in charge of management of the sick tea unitl to deliver all assets, etc 10 duty of pf'rsons to account for assets, etc, in their possession  chapter v provisions rl!:lating to employeils of 'nfe tea oompaniis11 continuance of employees 12 provident fund and other funds  ehapter·vi commissioner· of payments 13 appointment of commissioner of payments14 payment by the central government to the commissiotlt>r 15 certain powers of the tea tradin~ corporation (u11sllls  'le:claimi :'th 1i- tque to the commissioner 17 priority of claims i8 examination of clamls 19 admission or rejection of claims 20 disbu~ement of money ,by the commissioner 21 disb~rsement of amounts to the tea ,companies 22 und~sbursed or unclaimed amounts to be deposited with the gen ral !'evenuc account:  caapter vii miscellaneous23 act to have overricung effect 24 assumptitlll of liability 25 management to con~inue to vest in certain persons until alternative arra~gements have been made 26 contracts to ~ase to have effect unl::ss ratified by the tea trading corporation 27 penalties 28 offences by companies 29 protection of action taken in good faith 30 tea companies not to be wouj'!d up by the court 31 delegation of powers  32 power to make rules 33 power to remove difficulties 34 repeal and saving the first schedule the second schedljlk  abill to provide jar the acquiaition and tramjer of the sick tea units ,pecified in the first s-cheduze and the right, title and intetest oj the tea com- panies in respect of the said tea units with a 'view to securing proper reorganisation and management of buch tea units 80 as to subserve the interests of the general public by augmenting the productioft and manufacture of different varieties of tea which gre essential to the needs of the economy of the country and for matters connected therewith or incidental thereto whereo\s the sick tea units specified in the first schedule had been engaged in the production and manufacture of different varieties at tea; 29 of 1953 and whereas the management of the said tea units was taken over by the central government under the tea act, 1953; 5 and whereas the central government had invested large sums of money with a view to making the said tea units viable; and whereas further investment of large sums of money is necetl8llry for reorganising and rehabilitating the said tea units;  and whereas' the acquisition by the central government of the said 10 tea units is necessary to enable it to invest sueh large sums of money and to protect the large investments already made and also the intereets 01 the workmen employed therein by proper reorganisation and management of the said tea units and thereby· to augment the production and manufacture of different varieties of tea which are essential to the needs of the economy of the country; 5 bb it enacted by parliament in the thirty-sixth year of the republic of india as follows: -  chapter i preliminary1 (1) this act may be called the tea companies (acquisition and transfer of sick tea units), act, 1985 10 short titl ancl commen cement (2) it shall be deemed to have come into force on the 8th day of 'april, 1985 ' 2 in this act, unless the context otherwise requires,-defini tiod& (a) "appointed day" means the date of commencement of this act; 15 (b) "commissioner" means the commissioner of payments appointed under section 13;  (c) "notiftcation" means a notification published in the official gazette; (d) "prescribed" means prescribed by rules made under this act; 20 '(e) "sick tea unit" means a tea unit, specified in column (2) of the first schedule, th~ managerllent of which had, before the a~inted day, been taken over by the 'central government under the tea act, 1953; ,-29 of 1953, (f) "specified date", in relation to any provision of this act, 25 means such date as the central government may, be notification, speci~y ,for the ,purposes of thatprovieion and dffterent dates may be specified for different provisions of this act; (g) "tea companies" means the companies (being companies as defined in the companies act, 1956) specified in column (3) of the 30 1 of 1956 'flrst schedule; (h) "tea trading corporation" means the tea trading corporation of india i1mited, a coinpany incorpora:ted and registered under the companies act, 1956; 1 of 1956 29 of 1953 (i) words and expressions used herein and n()t defined but 35 defined in the tea act, 1953, shall have the meanings respectively uaipedto them 'in that act;  (j) wordsahd expressions used herein and not defined either in this' aet or in the tea act 1953, but defined in the companies 29 (if 1953 act; 1~56 shnu··l:\ave the meanings r£'spectively assigned to them in 40 ] of j9'6 the· companies 'act, 1956  chapter ii f ' a(:qt1i$1hon a'nd transfer of the sick tea units 'of the _ cokpanlii3 (1) on th~ app,inted day, every sick tea unit and (be right, title and interest of every' tea company in relation to its sick tea untts or, 5 as trte 'ease may be, sick tea unit shall, by virtue of this act, stand transferred to, and ves't in, the central government ' acquialtion of riihts of tea companies in i'espect of lick tea units (2) every sick tea unit which stands vested in the central govemment by virtue of sub-section (1) shall, immediately after it has so vested, sta'rid transferred to, and vested in, the tea trading corporation general ejl'ect of vesting 10 4 (1) every sick tea unit shall be deemed to include all ahets, riiiaf8, lease-holds, powers authorities and privileges and all property, movable and immovable, including -lands, b~ldings, workshops, stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investinents, book debts and all other rights and interests in, or 15 arising out 'of, such property 'as were, immediately before the ap~ted day, in the ownership, possession, power or control of the tea company cdricemed, whether within or outside india, and all books of account, registers and all other documents of whatever nature relating thereto and shall also be deemed to include the liabilities specified in sub-section 20 (1) of seetion 24 (2) all properties as aforessfd which have vested in the tea trading corporation under sub-section (2) of section 3 shall, by force of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, lien and all other incumbrances affecting them and any attach-25 ment, injunction, decree or order of any court, tribunal 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 ~hal1 be deemed to have been withdrawn (3) every mortgagee of any property which has vested under this 30 act in the tea trading corporation and every person holding any charge, lien or other interest in, or in relation to, any such property shan give, within su·ch 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 mort- 5 gagec of any property referred to in sub-section (3) or any other person 3 holding any charge, lien or other interest in, or 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 directed to be given under sections 6 and 7to 40 the tea company concerned but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the tea trading corporation (5) any licence 6r other instrument granted to a tea company in rehition to its sick tea unit which has vested in the tea trading corpo-45 ration tinder sub;section (2) cif section 3 at any time before the appointed day and in force imtnediately befote 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 sick tea unit, and that corporation shan be deemed to be substituted in web licence or other instrume~t as if such licence or other instrument had been granted to such corporation and such corporation shall hold it for the remainder of the period for which the tea company would have held it under the terms thereof (6) if, on the appointed day, any suit, appeal or other proceeding of 5 whatever nature, in relation to any matter specified in sub-section (1) of section 24, in respect of the sick tea unit of any t~a company which has vested in the tea trading corporation under sub-section (2) of section 3, instituted or preferred by or against that company, is pending, the same shall not abate, be discontinued or be, in any way, prejudicially 10 affected by reason of the transfer of the sick tea unit of such tea 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 tea trading corporation 5 subject to the other provisions of this act, every liability, other than 15 the liability specified in sub-section (1) of section 24, of a tea company in respect of any period prior to the appointed day, shall be the liability of that company and shan be enforceable against it and not against the tea trading corporation" --tea com· panies to be uable for cer· tam prior llabili· ties  chaprer iii payment of amountspayment of amount 8 every tea compa,~y slaall be given by the central government for the transfer to and vesting in ~hat government under sub-section (1) of section 3 of the sick tea unit or, a" the case may be, each siek tea unit of that com,pany and the right, title and interest of that company in 25 rf!1ation to such sick tea unit, in cash and in the manner specified in chapter vi, such amount as if' specified against the name of that sick tea unit iu column (4) of the first schedule payment of further amount 7 (1) en!'y tea company shall be given, by the central gover11ment per annum,for tbc deprivation of the management of its sick tea unit, go an amount as is specified 'against the nallle of that sick tea unit in column (5) of the first schedule, for tlae period comm~dcing on the date on which the management of such sick tcd unit was taken over in pursuance of tbe order made by the centrnl governm~t under the provisions of tbe tea ad, 1953 and ending on the appoulted day' 35 29 of 1953 (2) every amount specified in columns (4)' and (5) of the first schedule shall carry simille 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 tbe central government to ate commissioner 40 (3) the amounts determined in relation to any tea company in aocordance with the provisions of sub-section (2) shall be given by the central government to the tea company in addition to the amounts specified in columns (4) and (5) of the first schedule against that company 45  chapter iv makagement, etc, of tlie sick 'rea units of the 'rea companies8 the tea trading 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 a sick tea unit, the right, title and interest of the tea company in relation to which have vested in the corporation under sub-section (2) of section 3, and do all such things as the tea company of the sick tea unit is authorised to exercise and do 10 9  (1) on the vesting of the management of the sick tea units of the tea companies in the tea· trading corporation, the persons in charge of the management of such ~ick tea units 'immediately before such vesting shall be bound to deliver to the tea trading corporation all nssets, hooks of account,· registers and all other, documents in their 15 custody relating to such sick tea units manalemedt, etc, of the lick tea units of the tea companies dutvof persona in charge of management of ,the sick tea units to deliver all aaets etc (2) the central government may issue such directions as it may deem desirable in the circumstances of the case to the tea trading corporation and the said corporation may also, if it is considered necessary so to do, apply to the central government at any time for 20 instructions as to the manner in which ·the management of the sick tea units of the tea companies shall be conducted or in, relation ·to any other matter arising in the course of such management | duty        ||-------------|| persons     || to accoullt || for         || i1811e      || t           || s,          || etc,       || in          || their       || pos8es     || sion       |10 (1) a~y person who has, on the appointed d·ay, in his possession or under his control any assets, books, documents or other papers 25 relating to any sick tea unit owned by a tea company which has vested in the tea trading corporation under this act shall be hable to account for the said assets, books, documents and other papers to the tea trading corporation and shall deliver them up to that corporation or to such person or persons as that corporation may specify in this 30 behalf (2) the tea trading corporation may take or cause to be taken all necessary steps for securing possession of the sick tea units of the tea companies which have vested in that corporation under this act (3) every tea company shall, within such period as the tea trading 35 corporation may allow in this behalf, furnish to that corporation a com-i plete inventory of all property and assets, as on the appointed day, pertaining to its sick tea unit, which have vested in that corporation under ~ub-section (2) of sect,ion 3, and for this purpose, the corporation shall afford to such company all reasonable facilities  chapter v provisions relating to employees of the tea compands11 (1) every person who has been, immediately before the appoint-ccmtlnued day, employed in any sick tea unit of any of the tea companies shall ance of become, on and from the appointed day, an employee of the tea trading em corporation and shall hold office or sel'v;ice under that corporation, with ployeel 45 the same rights and privileges as to pension, gratuity and other matters as would have been admissible to him if there had been no such vesting and shall continue to do so unless and until his employment under that corporation is duly terminated or until his remuneration and other conditions of service are duly altered by thart corporation (2) notwithstanding anything contained in the industrial disputes aet, 1947, or in any other law for the time being in force, the transfer of the services of any officer or other person employed in any sick tea wit of any tea company, to the tea trading corporation, shall not entitle sueh oticer or other employee to any compensation under this act or any other law for the  time being in force and no such claim shall be entertained by any court, tribunal or other authority 10 provident fund and o~r funds 12 (1) where ~ tea company has established a provident fund, superannuation fund, welfare fund or other funds for the benefit of persons employed in a lick tea unit owned by it, the monies relatable to its employees whose services have become transferred by or under this act to· the tea trading corporation shall, out of the monies' ~tallding, 15 on the appointed day, to the credit of such provident fund, superannuation fund, welfare fund or other funds, stand transferred to, ~nd vest in, the tea trading corporation (2) the monies which stand transferred under subsection (1) to the tea trading corporation, shall  be dealt with by that corporation in 20 inch manner as may be prescribed  chapi'er vi commissioner of payments13 (1) 'the ct-ntrri govcr:lment sbau~ for the purpose of disbursing the aid  , pltyable under sedio,lis 6 and 7 to the tea companies, by gs  etifteatiqil, appoint d commissioner of payments appoilltment 01 commissioner of payments (2) the central ('liovernment may appoint such othell penonr as it may think fit to assist the commissioner di1id thereupon the comma- sioner may aulhorise one or more of such persons also to exercise all or 1hlj' of the powers csercia)'le lay him under ~is act and duferent 30 penoa  , n 8iithol'ised to exereile clijlerent powers (3) any person authorised by the commissioner to exercise any of thepgw8rs exercisable by the commissioner may exercise those powers in the mjde manner and with the lame effect as if they have been confen" on that person directly by this' act and not by way of authori- 35 aa1ion (4) '!tie salaries and 11o\vaace~ of tile coiuliiibiod'er aud other per 'sods appointed under this aeetiod shall be def-ayed out of the conloli· dated fund of india it (1) the central government shall, within thirty days from the 40 speciftedda"', pay in cash to the commissioner, for payment· to every tea company,- (a) an amount equal to the amounts or amount specified against the name of that· company in column (4) of the first schedule; and (b) a 1urther amount equal to the amounts or amount specified 45 against the name of that company in column (5) ot the first sche-payment by the ~ual govemment to the commissioner ,~ule (2) a deposit account shall be opened by the central government in favour of the commissioner fn the public account of india, and every if~ount paid under this act to the commissioner shall be deposited by him to the credit of the said deposit account and the said depo-5 o;it account shall be operated by the commissioner (3) separate records shall be maintained by the commissioner in respect of each of the tea companies in relation to which payment has been made to him under this act  (4) interest accruing on the amount in relation to a tea company 10 standing to the credit of the deposit account referred to in subseetion (2) shalf ensure tn the benefit of such tea company 15 (1) th(! 'l'{~a trading corporation shall be entitled to receive, up to the specified date, to the exclusion of all other persons, any money due to any tea company in relation to its sick tea unit which has vested in certain powerll of the tea trading corpora_ tion j 5 the corporation under sub-section (2) of section 3, and realised after the appointed day, notwithstanding that the realisation perta;ns to a period prior to the appointed day (~) the tea trading corporation may make a claim to the commis~ sioner with regard to every payment made by that corporation, after 20 the appointed day, for discharging any liability of a· tea company, not being any liability specified in sub-section (1) of section 24, in relation to any sick tea ,unit owned by it in respect of any period priol' to the appointed day; and every such claim shall have priority, in accordance with the priorities attaching 'lulder this act to the matter in relation to 25 which such liability has been discharged by the tea trading corporation (3) save as otherwise provided in this act, the liabilities of a tea company in relation to any sick tea unit owned· by it in respect of any transaction prior to the appointed day, which have not been discharged on or before the specified date, shall be the liabilities of that 30 company claims 16 every person having a claim against a tea company with regard to any of the matters specified in the second schedule, pertaining to any sick tea unit owned by it, shall prefer such claim before the commissioner within thirty days from the specified' date: to be made to the com_ missioner 'i5 provided that if the commissioner is satisfied that the claimant was  prevented by sufficient cause from preferring the claim within tre said period of thirty days, he may entertain the claim within a further period of thirty days but not thereafter   17 the claims made under section 16 shall have priorities in accord-priol'ity :(0 ance with the following principles, namely:-of claims (a) category i shall ha\1e precedence over all other categories and category ii shall have precedence over category iii, and so on; (b) the claims specified in each of the categories shah rank equally and be paid in full, but if the amount paid to the commis-45 sioner under this act is insufficient to meet such claims in full they shall abnte in ('quo'll proportions and be paid accordingly; and (c) the question of discharging bny liability with regard to a matter specified in a lower category shall jlrise only if a surplus is jeft after meeting all the liabilities specified in the immediately higher category p4tamination of claim • 18 '(i) on receipt of the claims made under section 16, the commis- 5 sioner shall arrange the claims in the order of priot:ities gpecified in the second schedule and examine the same in accordance with such order (2) if on an examination of the claims against a tea company, the commissioner is of the opinion that the amount paid to him under this act for payment to such company is not sufficient to meet the liabilities jo specified in any lower category, he shall not be required to examine any claim in respect of such lower category admi  sion or rejection of claimll 19 (1) mter examining the claims against a tea company with reference to the priorities set 'lut in the second schedule, the commissioner shall fix a date on or before which every claimant against the tea com- j 5 pany shall file' the proof of his claim (2) not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the english language having circulation in the major parts of the country and one issue of any daily newspaper in such regional language as the com- ~o missioner may consider suitable, and every such notice shah call upon the claimant to file the proof of his claim with the commissioner within the period specified in the advertisement (3) every claimant who fails to file the proof of his claim within the period specified by the commissioner shall be excluded from the, dis- ~5 bursements made by the commissioner (4) the commissioner shall, after such investigation as may, in his opinion, be necessary and after giving the tea company concerned an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit 01' rejpct the 30 claim in whole or in part (5) the commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sittings and shall for the purpose of making any investigation under this act, have the sam~ 35 powers 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:-5 of 1908 (ii) the summoning and enforcing the attendance of any witncss and examining him on oath; (b) the discovery and production of ,any document 01' ot?cr 40 material object producible as evidence; , (c) the reception of evidence on affidavit; (d) the issuing of any commission for the examination of witnesses (6) any investigation before the commissioner shali be deemed to be a judicial proceeding within the meaning of sections 193 and 22ft of the 45 of 1860 indian penal code, and the commissioner shall be deemed to be a civil court for the purposes of section 195 and chapter xxvi of the code of 2 of 1974 criminal procedure, 1973 5 (7) a claimant who is dissatisfied with the decision of the commissioner may prefer an appeal against such dec~sion to the high court within the local limits of whose jurisdiction the registered office of the tea company concerned is situated and every such appeal shall be heard 10 nnd disposed of by not less than two judges of that high court i disbursement of mont~y by the commissioner 20 after admitting a claim against a tea company under this act, the amount due in respect of such claim shall be paid by the commissioner to the person or persons to whom such amount is due and on such payment, the liability of such tea company in respect of such claim 15 shall stand discharged _  ,  21 (1) if out of the monies paid to him in relation to a tea company, there is a balance left after meeting the liabilities as specified in the second schedule, the commissioner shall disburse such balance to such tea company disburse-ment of amounts to the tea ('ompanies 20 (2) where the possession of any machinery, equipment or other property possess(>d by a tea company has vested in the tea trading corporation under this act but such machinery, equipment or other property does not belong to such tea company, it shall be lawful for that corporation to continue to possess such machinery or equipment or other 25 property on the same terms and conditions under which they were possessed by such tea company immediately before the appointed day 22 any money paid, to the commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the office of the commissioner is finally wound up, shall be transferred by undis_ bursed or unclaimed amountlil to be deposited with the general revenue rccount - so the commissioner, before his offiee is finally wound up, to the general revenue account of the central government, but a claim to any money so transferred may be preferred to the central government by the person entitled to such payment and shall be dealt with as if such transfer had not been made, and the order, if any, for payment of the claim being  35 treated as an order for the refund of revenue  chapter vii miscellaneousact to have overridinjr effect 23 the provisions of this act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time 10 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 assump_ tion of uabiuty 24 (1) wherp any liability of ii tea company arising out of lu'iy item specified in category i of the second ~hedule is not di&eharged fully 45 by the commissioner out of the amounts paid to him under tbis act,  the commis!lioner shall intimat(" in writing to the central government the exteat of tile liability which remains uddischa~ and that liability shall be assq~ed by the ce~tral government (2) the central government may, by order, direct the 'rea tradin'g corporation to take over the liability assumed by the central government under sulrsection (1), and on receipt of such direction, it shall be 5 the duty of that corporation to discharge such liability 25 notwithstanding the vesting under this act of a sick tea unit of any tea company in the tea trading corporation-(a) any person who has been managing the affairs of such sick tea unit before the date on which that unit had so vested shall, until 10 alternative arrangements have been made by the tea trading corporation for the management of such unit, continue to manage the affairs of the unit, as if such person had been authorised by the tea trading corporation, to manage'such unit; manqemet to continue to vut ill certain persons untn alterna-,tive arranlementa have been made (b) such person shall, until alterna,tive arrangements have been 15 made by the tea trading corporation,' continue to be authorised to operate, in relation to the sick tea unit of such tea company, any account of such unit in any bank as jf he had been authorised by the tea tra~ing corporation to operate such account, 26 every contract entered into by any tea company in relation to ~o any sick tea unit owned by it which has vested in the tea trading corporation under sub-section (2) of section 3, for any service, sale or supply and in force, immediately before the appointed day, shall, on and from the expiry of a period of one hundred and eighty days from the appointed day, cease to have effect unless such co(lb'act is, before the t!xpiry of that 25 period, ratified in writing by the tea trading corporation, and in ratifying such ccntrqct, the tea trading corporation may make such alterations or modifications therein as it may think fit: contracts to cease to have effect unless ratified by the tea trading corpora_ tion provided that the tea trading corporation shall not omit to ratify a contract and shall not make any alte"ration or modification in a 30 contract-(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the tea trading corporation; and (b) except after giving the parties to the contract a reasonable 35 opportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification therein 21 any person who,-pcmaltie (a) having in his possession, custody or control any property 40 forming part of a sick tea unit owned by any tea company wrongfully withholds, such property from the tea trading corporation; or  (0) wrongfully obtains possession of, or retains any property forming part of, a sick tea unit owned by any tea company;, 01' 41 (c) wilfully withholds ol" fails to furnish to the tea trading corporation or any person or body of persons specified by that corporation, any document or inventory relating to a sick tea unit owned by any tea company, which may be in his, possession, custody 5 or control; or (d) fails to deliver to the tea trading corporation or any person or body of persons specified by that corporation, any assets, books of account, registers or other documents in his possession, custody or control relating to a sick tea unit owned by any tea com-10 pany; or (e) wrongfully removes or destroys any property forming part of a sick tea unit owned by any tea company or prefers any claim under this act which he knows or has reason to believe to be false or grossly inaccurate, 15 shall be punishable with imprisonment for a term which may extend to two years and also with fine which may extend to ten thousand rupees offcncc,'1 by ('001-panie~ :lo 28 (1) where an offence punishable under this act has been committed by a company, every person who, at the time the offerce 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 - 25 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 aet has been eommitted by a company and it is proved that the offence has been committed with the consent or 30 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 3 accordingly 5 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 protecti!)n of action taken ill good faith 29 (1) no suit, prosecution or other legal proceeding shall lie against the central government or any officer of that government or the tea trading corporation or other person authorised by that government or corporation for anything which is in good faith done or 45 intended to be done under this a~t (2) no suit or other legal proceeding shall lie against the central government or any of its omcers or other employees or the tea trading corporation or any officer or other person authorised by that corporation for any damage caused or likely to be caused for anything which is in good faith done or intended to be done under this act 30 no proceeding for the winding up of a tea company, the right, title and interest in relation to a sick tea unit owned by which have vested in the tea trading corporation under this act or for the 5 appointment of a receiver- in respect of -the business of the sick tea unit shall lie or be proceeded with in any court except with the consent of the central government tea companies 'lot to be wound up by the court delegation of powers 31 (1) the central government may, by notification, direct that all or any of the powers exercisable by it under this act, other than the 10 powers conferred by this section and sections 32 and 33, may also be exercised by such person or persons as may be specified in the notification (2) whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision ()f the central government 15 32 (1) the central government may, by notification, make rules for carrying out the provisions of this act power to make ruler (2) in particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the followirig matters, namely:-20 (a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4 shall be given; (b) the manner, in which the monies in any provident fund or other fund, referred to in sub-section (2) of section 12, shall be dealt with; 25 (c) any other matter which is required to be, or may be, prescribed (3) every rule made by the central government under this act shall be laid, as soon as may be after it is made, before each house of parliament, while it is in session, for a total period at thirty days which 10 may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both houses agree in making any modification in the rule or both houses agree that the rule should not be made, the rule shall thereafter have effect only in suchmodifted 35 form or be of no ,effect, as the case may be; 80, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule power to remove diffi_ culties 33 if any difficulty arises in giving effect to the provisions of this act, the central government may, by order; not inconsistent with the 40 provisions of this act, remove the difficulty: provided that no such order shall be made after the expiry of a period of two years from the appointed day~ 34 (1) the tea companies (acquisition and transfer of sick tea units) ordinance, 1985, is hereby repealed 45 3 of 1985 repeal nnd flavlng (2) notwithstandi:qg such repeal, anything done or any action taken under the said ordinance shall be deemed to have been done or taken under the corresponding provisions of this act  the first schedule [see sections 2(e) and (g), 6, 7 and 14 (1)]sf name of the n,l sick tea unit name of tbe tea company amount l-'li~t 11ft (rupees ,·mount in lllkhb) (rupees) 5 (4) (s) --~ - -  -------------~  -- --------~---~---------- -----(il) -----i pashok tea estate melsrs palhok tea company iimitrd, 10, pollock street, calcutta a603 7,640 1:1 looban tea estate mears palhok tea company limited, 10, pollock srreet, calculta 100 is !h34o 10 lis_hi! 3 v \h·tukvlf tea estate m"m~r8 sdhi tara tea comp 'ny pri vale limih-d, daljecling 4·,!j,4·0 4 potong tca estate m!'isrs moon moon tea company (pri vate) limikd, 5, clive row, calcutta 1635 30460 -_  _---- the second schedule '5[see sections 16, 18(1), 19(1) 2t'(1) and 24(1)]  order opo prioritiescategory 1-employees, dues on account of unpaid salaries, wages, provident 20 fund, employees' state insurance contribution or premium' relating to the life insurance corporation of india and any other amounts due to employees in respect of any period whether before or after the management of the sick tea units had been taken over by the central government 115 category 1i-land revenue, taxes, cesses, rural employment cess, electricity duty, or other dues to the state government and local authorities in respect of any period whether before or after the management of the sick tea units had been taken over by the central government 30 category iii-loans and other financial accommodation, together with interest, provided by the central government as well as similar accommodation provided by commercial banks and public financial institutions during any period after the management of the sick tea units had been taken 35 over by the central government  category iv-revenue, taxes, cesses, rates or other dues to the central government, in respect of any period whether before or after the management of the sick tea units had been taken over by the central government  category v-secured loans obtained by any tea company for the purposes of its sick tea unit from nationalised banks, tea board constituted under the tea act, 1953, and public financial institutions during any period before the management of that sick tea unit had been taken over by the central government  category vi-any other credit availed of by any tea company for trade or manufacturing purposes with respect to its sick tea unit, during any period before the management of that 'sick tea unit had been taken over by the 10 central government  sta'i'ement of objects and reasonsthe tea companies (acquisition and :rransfer of sick tea units) ordinance, 1985 was promulgated by the president od the 8th april, 1985, to acquire four sick tea units the management of the four sick units, namely, pashok, looksan, vah-tukvar and potong was taken over by the central government under the provisions of the tea act, 1953 after continued m~anagement and neglect of the said tea u~ts by the tea companies concerned, coupled with reckless investments made and incumbrances created by those companies, had led to a state of deterioration which threatened the very continuance of the said tea units as als(l of the employment of about 3000 workers the centra! government had invested considerable effort and money to nurse the tea un,its back to health with a view to safeguarding the interests of the workmen employed ,therein, and exploiting the full potential of the tea units for augmenting the production and manufacture of different varieties of tea which are essential to the needs of the economy of the country further investment of large sums of money was also considered necessary for re-organising and rehabilitating these gardens for attaining the objective fully it was necessary for the central government to have an effective control' ov~r the affairs of the 'gardens t'o enable it to make further investments of such large sums of money ~nd to protect the large investments already made since the period of take-over of management was expiring on the 10th april, 1985 in respect of pashok, looksan and vah-tukvar tea units and on the 19th june, 1985 in respect of potong tea unit, it was decided to acquire these tea units without any further loss of time in view of the urgency of the matter, and as the council of states was not in session at that time, the abovementioned ,ordinance was promulgated 2 the bnl seeks to replace the said ordinance new di:lhi; the 24th april, 1985 vishwanath pratap singh clause 6 of the bill provides that every tea company shall be given by the central government, for the transfer to and vesting in that government of the sick tea unit or, as the case may be, each sick tea unit of that company and the right, title and interest of that company in relation to such sick tea unit, an amount in cash the amount so payable will be approximately rs 16835 lakhs the said amount will ·be placed at the disposal of a commissioner of payments, to be appointed under clause 13 of the bill, for payment to the said tea companies 2 sub-clause (1) of clause 7 of the bill provides for the payment of an amount to every tea company, for the deprivation of the management of its sick tea unit, for the period commencing on the date on which the management of such sick tea unit was taken over by the central government under the tea act, 195'3 and ending on the appointed day the amount so payable for a period of 81 years in respect of 3 gardens and 51 years in respect of the remaining garden will be approximately rs 21 lakhs 3 sub-clause (2) of clause 7 of the bill provides that the amount rayable to the tea companies in terms of clause 6 and sub-clause (1) of clause 7 of the bill 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 central government to the commissioner of payments this amount will be approximately rs 7 lakhs 4 clause 13 of the bill provides for the appointment of a commissioner of payments and such other persons as the central government may think fit to assist the conunissioner of payments under sub-clause (4) of clause 13, the salaries and allowances of the commissioner of payments and other persons appointed under that clause shall be defrayed out of the consolidated fund of india the expenditure to be incurred on this account may not exceed rs 1 lakh per annum 5 clause 24 of the bill provides for assumption of certain liabilities by the central government the total extent of liabilities covered by that clause is much less than the total amount payable to the commissioner as indicated in paragraphs 1 and 2 of this memorandum no additional financial liability is, therefore, likely to devolve on the central government under this clause 6 it is also estimated that funds to the tune of bs 110 crores will be required, inclusive of bank loans and government equity contribution, for investments to make the gardens viable and to meet cash deficits during the gestation period the gardens are expected to achieve breakeven by around 1991-92 and are likely to be in a position to pay back investments and losses' during gestation period by 1995-96 7 the bill, if enacted, is not likely to involve any other recurring or non-recurring expenditure  memorandum regardlng delegated legislationclause 32 of the bill empowen the central government to make rules to carry out the provisions of the bill the matters in respect of which rules may be made, inter alia, relate to the time within which, and the manner in which, intimation regarding any mortgage, charge, lien or other interest in, or in relation to, the properties which have vested in the tea trading corporation under clause 3 of the bill, shall be given to the commifsioner of payments and the manner in whick the monies in apy provident fund, superannuation, welfare or other fund maintained by the tea company shall be dealt with by the tea trading corporation 2 the matters in respect of which rules may be made are matters of procednre and administrativ~ detail the delegation of legislative power is thus of 8 normal character  a billto provide for the acquisition and transfer of the sick tea units specified in the first schedule and the right, title and interest of the tea companies in respect of the said tea units with a' view to securing proper reorganisation and management of such tea units so as to subserve the interests of the general public by augmenting the production b;dd manufacture of different varieties of tea which are essential to· the needs of the economy of the country and for matters connected therewith or incidental thereto (shri vibhw4f14th pratap sirtp mif&\itef' ~ commetce) , 