 lok saiha corrigendum to'y-ib bii-, and cohpany limite:-; (acquisitioli jld tralfsfer of t_ ijdert,al\in gs and 07her prjp3rties) bill, 1980 , (to be/as introdt;ced in l9k sabha) p agp 15, line 1,-for "tranfer" read ii 'i'r at! s-pe r" ~::"';i;l delqi; nqyember 21, 1980 __ _ lartika 30, 1<)02 (saka)  the bird and company limited (acquisition and trans fer of undertakings and other properties) bill, 1980 arrangement of clauses chapter i preliminary clauses1 short title and commencement 2 definitions  chapter ii alcquisition and transfer of the undertakings of the company and 01' shares held by the company in the specified companies3 transfer to, and vesting in, central government df the under  takings of the company 4 transfer and vesting of shares held by the company in the specified companies 5 general effect of vesting 6 central government or the government company not to be liable for prior liabilities 7 power of central government to direct vesting of the undertakings of the company in a government company  chapter iii payment of amounts8 payment of amounts to the company and specified companies  chapter iv managemen'l', etc, of the undertakings of the company9 management, etc, of the undertakings of the company 10 duty of persons in charge of management of the undertakings of the company to deliver all assets, etc  chapter v paovisi01lr relating to employ1z8 of the company11 continuance of employees 12 provident fund and other funds  cmapter vi commissioner of payments13 appointment of commissioner of payments 14 payment by the central government to the commissioner 15 certain powers of the central government or government company 16 claims to be made to the commissioner 17 priority of claims 18 examination of claims 19 admission or rejection of claims 20 disbursement of money by the commissioner to claimants 21 disbursement of amounts to the, company ladd po8iesiiion of certain machinery, equipment, etc 22 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii , muceiwlqous23 act to have overriding effect '24' cdatracts to" cease' tdhave e!ftect wiess tattfied'by the central government or government company , , 1 \l , 25 penal ties , "26 '(!)fft!uctis 'by eompanies  , ii - j ~  -', '/,'  , 27 protection of action taken in good faith 28 ~$k)n -of: pewars 29 power to make rules 30 power to remove·~o  lt_ i' ' __ ' 131 :",l,aad ~snidg j schedule i schbduleil ,;  billto provide for the ocquisition and transfer of· t1te underi&kin91 of the, bird and company limited f07' the purpose of· enauring, the _ con«- nuity of production of goods which are vital to the needs of the country and for the acquisit10n crt sharf!! held: by' the bt1d and company limited in the specified companies for the p1t7'poft' cy/ securing to those undertakings the facilities and advantages derived by reason of such shareholding with: -respect to the operation and functioning of those undertaldngs and also to enable the central government to exercise such rontrol over the affairs of the specified ::-ompanies as is necessary to ensure that the affairs crt ~ho,e companies are not mismanaged and for matte1's connected therewith' or incidental thereto whereas the bird and company limited were engaged in the manufacture of eot cranes and other varieties of cranes; polystyrene based eation exchange resin; equipment for fertilizers, oil'reftberies, steel plants, petro-chemical and other industries; tanks and vessels of varioua ehapes and sizes; water treatment equipment and other types of equip-~ ment for the control of water pollution and were also engaged in various other activities; ann whereas the top management of the bird and company limited s had so mismanaged the affairs of that company as to cause heavy losses to the company and had also managed the affairs of the company in a manner prejudicial to the interests of the company and the public interest; and whereas in view of the mismanagement aforesaid, the central 10 government had, in pursuance of the provisions of section 408 of the companies act, 1956, appointed !'ix directors on the board of directors 1 of 1951 of the bird and company limited; and whereas investment of a large amount is necessary for the maintenance and development of the production of the undertakings of the j' company; and whereas it is necessary in the public interest to acquire the undertakings di the bird and company limited to enable the central government to have such investment made and to ensure that the interests of the general public are served by the continuance, by the 2() undertakings of the company, of the manufacture, production and distribution of goods or articles which are essential to the needs of the economy of the country; and whereas the bird and company limited is holding shares in the specified companies which are either engaged in the production, distri- 2s bution or marketing of goods which are vital to the needs of the country or are engaged in providing finance to other companies which are so engaged and it is expedient in the public interest to acquire the sald shares to secure for the undertakings of the company the facilities and advantages derived by reason of such shareholding with respect to the 30 operation and functioning of such undertakings and also to enable the central government to exercise, through such shareholdings, such control on the affairs of those companies as may be necessary to prevent their mismanagement; be it enacted by parliament in the thirty-first year of the republic 3j of india as follows:- chapter i plu!:liminaby1 (1) this act may be called the bird and company limited (acquisition and transfer of undertakings and other properties) act, 40 1980 short title and commedc8-manto (2) it shall be 'deemed to have come into for on the 2:;th day ot october, 1980  z in this act, unless the context otherwise requirel,-deftnitiona (a) "appointed day" means the 25th day of october, 1980 (b) "commissioner" means the commissioner of payments appointed under section 13; 5 1 of 1958 (c) "company" means the bird and company limited, being a company as defined in the companies act, 1956, and having its registered office at chartered bank buildings, calcutta-700001, in the state of west bengal; (d) "notification" means a notification published in the official 10 gazette; (e) "prescribed" means prescribed by rules made under this act; 15 (f) "share" means a share, whether equity or preference, held by the company in the capital of a specified company and includes any such share (lledged by the company with any bank or any other creditor; (g) "specified company" means a company specified in schedule i' , 20 (h) "specified date" means such date as the central government may, for the purposes of any provision of this act, by notification, specify, and different dates may be specified for different provisions of this act; ,, 1 at 1956 _yi (i) words and expressions used herein and not defined but defined in the companies act, 1956, shall have the meanings, resl?ectively, assigned to them in that act  25 m chapter ii acquisition and transfer of the undertakings of the oompany and of sharfs held by the company in the specified companies,-,: 3 on the appointed day, the undertakings of the company and the 30 right, title and interest of the company in relation to its undertakin2's shall, by virtue of this act, stand transferred to, and vest in, the central government   -i " i i'ransfer to, and vesting in, central government of the undertakings ot the company c (1) on the appointed day, all the shares h&ld by the compcyjn the specified companies shall, by virtue of this act, stand tl'lljlsferred to, and vest in, the· central government tranlll· and vesting of shares held by the company in the (2) the central government shall be deemed, on and fr&m the appointed day, to have been registered in the register of membem of the 5 concerned specified company as the holder of each share which stands transferred to, and vested in, it by virtue of the pcovisions of sub-section (1) specift~ companie (3) for the removal of doubts, it is hereby declared that the provisions of sub-sections (1) and (2) shall not be deemed to affect,-10 (a) any right of a specified company subsisting, immediately before the appointed day, against the coinl?any to recover from it any sum of money on the ground that the company has not pain or credhed to the specified company the whole or any part of the  v::llue of the shares held by it, or on any other gro'und whatsoever; or (by any right of a specified company subsisting, imt:'lediately before the appointed day, against the company to receive an; payments due from the company 5 (1) the undertakfngs of the company shall be deemed to include general effect of vesting all assets, rights, leaseoolds, powers, authorities and privileges, and all 20 property, movable and immovable, including land, buildings, workshops, stores, instruments, machinel'y and equipment, cash balances, cash on hand, reserve funds, investments book debts and all other rights and interests in or arising out of such property as were 'immediately before the appointed dlly in the ownersh'ip poslsession power or control of the 25 company whether within or outside india and all books of account, registers and other documents of whatever nature relating thereto (2) all properties as aforesald which have vested in the central ('rov-emment whether unoer sectinn 3 or section 4, shall by force of such vestin~ be freed and dischar~ed from any trust, obligatfon, mort~a~e ~i) char~e lien and all other incumbrances affecting them, and any attachment, lnjunction, decree or order of any court or other authority restrfcting the nose of such properties in any manner or appo'intin~ any receiver in respect of the whole or any part of such properties shalj be deemed to have been withdrawn 3 (~) everv mortg8~ of anv property which has· ve8ted undet' -this act in the central government and every person holding an,cbarp, lien or other interest in, or in relation to, any suchpl'opprty, shall p,ive, within such time and in such mm"mer as may be t>r~rihed· an intimation to the commissioner of ~u('h mortgage, charge, lien or other 40 interest   (4) for the rem ova' of doubts, it i~ hereby dpclared that the mort-~a~e 01 any property referred to in sub-section (3) or any other person holding any charge lien or other interest in, or fn relation to, any such property shan be entitled to claim, in accordrnce with h1s rl'~hts and 45 interests payment of the mort~~e money or other dues, in whole or in part, out of the amounts sr)eclfted in section 8, but no such mort~a~e, char~e, lien or other interest shall be enforceable against any pmperty which has vested in the central government (5) any·'licidc8'jorotker· baijtttanumt'gra&ted to; t,he; onwpany 'inre1a· tion to any 'udd:el'takalg wbitb· has vested':in the central oovemmmt  uacier'sect1on3,'at any 1iime>·bef«e·the appointed day and in faroe'illllllediately betre 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, buch undertaking; and on add fyom· the date of vestingorf such ,undertaking 'wnder section 7, in a government company, that government company shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had been granted' to sueh govern-10 ment company and such government company shall hold it for the remainder of the period for which that company would have held it under the tenns thereof '(6) if, on' the appointed day, any suit, appeal or other proceelllmg of whatever' nature' in relation to any property which has vested in the is central government, whether under section 3 or under section 4, instituted or preferred by or against the company is pending, the saine shall not abate, be discontinued or be, in any way prejudicially aft"!cted by reason of the transfer of the undertakings of the company or of anything contained in this act, but the suit, appeal or other proceeding 20 may be continued, prosecuted or enforced by or against the central government, or where the undertakings of the company are directed under section 7, to vest in a government company, by or against such company / 6 (1) every liability of the company in respect of any period prior 25 to the appointed day, shall be the liability of the company and shall be enforceable against it and not against the central government, or, where the :undertakings of the company are di,rected, under section 7, to vest in a govermnent company, against such 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 3s (a) save as otherwise expressly provided in this act, no liability of the company in li'elation to its undertakings, or in relation to any share held by it in a specified company, in respect of any period prior to the appointed day, shall be enforceable against the central government, or, where the undertakings of the company are directed under section 7 to vest in a government company, against such company; (b) no award, decree or order of any court, tribunal or other authority in relation to the undertakings of the company or in relation to any share held by the company in a specified company 40 passed after the appointed day, in respect of any matter, claim or dispute which arose before that day, shall be enforceable against the central government, or where the undertakings of the company are directed under section 7 to vest in a government company against such company; 45 (c) no liability incurred by the company before the appointed  day, for the contravention of any provision of law for the time being in force, shall be enforceable against the central government, or,  here  the wldertaldngs of the company are directed under section '7, ·to vest'in a government company, against such company' 1 (1) notwithstanding anything contained in, section 3 the centra! government may, if it is satisfied that a government company is willing to comply with such terms and conditions as that government may think fit to impose, direct, by notification, that the undertakings of the company and the right, title and interest of the company in relation 5 ~ 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 the date of the publication of the notification or on such earlier or later date (not being a date e8ll'lier than the appointed day) as may be specified in the 10 notification power of central government to direct 'veiit1ng of the undertakinp of the company ina goverh-meat compa, (2) where the right, title and interest of the company in relation to its undertakings, vest under sub-section (1), in a government company that government company shall, on and from the date of such vesting, be deemed to have become the owner in relation to such j 5 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 ltnd liabilities, respectively, of that government company  chapter iii payment of amounts8 (1) for the transfer to, and vesting in, the central government, under section 3, of the undertakings of the company and the right, title and interest of the company in relation to its undertakings there shall be paid by the central government to the company in cash and in the 25 manner specified in chapter vi, an aggre",te amount of rupees two hundred and eighty-three lakhs payment of amounta to the company and jipecifted companies (2) for the transfer to, and vesting in, the central government, under seetion 4, of the shares held by the company in the specified companies, there shall be paid by the central government to the com- 30 pany in cash and in the manner specified in chapter vi, an aggregate amount of rupees twenty-seven lakhs (3) the amount specified in sub-section (1) and the amount specified in sub-section (2) shall carry simple interest of four per cent per annum for the period commencing on the appointed day and ending on 35 the date on which payment of such amount i made by the central government to the commissioner (4) for the removal of doubts, it is hereby declared that the liabilities of the company, in relation to its undertakings, shall be met, in accordance ~th the rights and interests of the creditors of the company, 40 from the amounts due to the company under sub-section (1) and subsection (2)  chapter iv management, etc, of the undertakings of the coltpanyt (1) the general superintendence, direction, control and management of the aftairs and business of the undertakings of the company s the right, title and interest in relation to which have vested in the central government under sectic'n 3, shall,-managi; ment, etc • of the undertakings of the company (a) where a direction h<1s been made by the central government under sub-section (1) of section 7, vest, on and from the date specified in such direction, jn the government company specifted therein; 10 (b) where no such direction has been made by the central government, vest, on and from the appointed day, in one or more custodians appointed by the central government under sub-section (2), 15 and thereupon the government ccmpany so specified or the custodian or custodians so appointed, as ~he case may be, shall be entitled to exercise to the e~lusion of all other persons, all such powers and do all such things as the company is authorised to exercise and do in relation to its undertakings 20 (2) the central government may appoint an individual or a government company as the custodian of the undertakings of the company in relation to which no direction :-tas been made by it under sub-seetlod (1) of section 7 (3) the custodian shall receive from the funds of the undertakings 25 of the company s'ueh remuneration as the central government may fix and shall hold office during the pleasure of the central government 10 (1) on the vesting of the management of the undertakings of the company in a government company or on the appointment of a cube todian, all persons in charge of the management of the undertakings of 30 the company immediately before such vesting or appointment, shall be bound to deliver to such government company or custodian, as the case : may be, all assets, books of account, registers or other documents in their custody relating to the undertakings of the company duty of persons in charge of management of the undertakings of the company to deliver all assets, etc (2) the central government may b-sue such directions as it may 35 deem desirable in the circumstances of the case to the government company or the custodian as to the i?owers and duties of such government company or custodian and such government company or oustodian may also, if it is considered nece::;sary so to do, apply to the central government at any time for instr~ctions as to the manner in which the 40 management of the undertakings of the company shall be conducted or in relation to any other matter arising in the course of such management  lollt5e(3) the custodian shall maintain an account of the undertakings of the company in such form and manner and under such conditions as may be ~rescribed and the provisions of the companies act, 1956, shall apply 4s to the jludit of the account so maintained as they apply to the audit ot uie accowlts of a company  chapter v p~vision relating tqulpwyees of th& companyconti· nuance of em· ployees 11 (1) every employee of the company, employed in connection with any undertaking owned by it, shall, on and from the a}:qohlted day,' become an employee of the centra] government, and where such under-s taking is vested in a government company under this act, beeome, on and from the date of such vesting in such government company, an employee tqereof and shall hold office or service under the central govefnment or the government company> as the case may be, with the same rights and privileges as to ;>ension, gratuity and other matters as 10 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 the centcal 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 certral government or the government 15 company, as the case may be (2) notwithstanding anything contained in the industrial disputes act, 1947, or in any other law for the time being in foroce, the tranafer 14 of 1947 of the services of any omcer or other person employed in any under· taking owned by the coltlj?any to the central government or the gov- !lo ernment company shall not entitle' such officer or other employee to any compeosation under this act or any other law for the time being in force and no such claim shall be entertained by any court, trilunal or other authority 12 (1) where the company has established a provident fund, 25 superannuation fund, welfare fund or other fund for the benefit of the provi· dent lund and other funds pe~aon employed in any of the undertakings of the company, the monies relatable to the employee, whose services have become transferred by or under this act, to the centra! government or the government company, shall, out of the monies standing, on the appointed day, 30 to the credit of such provident, t;!lperannuation, welfare or other fund, staftd transferred to, and vest in, the central government or the govemment co~ny, as the case may be (2) the monies which stand transferred under sub-section (1) to the central government or the government company, as the case may 35 be, shall be dealt with by that government or the government company in such manner as may be prescribed  chapter vi commissioneji of payments13 (1) the central government shad for the purpose ofdiaburu 40 tiae amounts payable to the company wuler aection 8, by notificatioo, appoint a commissioner of payments appointment of commislioner of paymenu (2~ tbe central government may appoint such other penons as it may thiak it to assist the colltldiasioner add tbere1l)lon the coaamiiiii  er may udborise ode or more of such penons allo to exercise auar a7 45 of tiae power exercilawe by him under this act add di&erent  _ may be authorised to exereite dijierent pow  (9) any person authorised by the commissioner to exercise any of the powers exercisable by the commissioner may exercise those powers in the same manner and with the same effect as if they have been conferred on that person directly by thi, act and not by way of authorisation 5 (4) the saluies and allowances of the commissioner and other persons appointed under this section shall be defrayed out of the consolidated  d ef india 14 (1) the central government shall, within thirty days from the specifted d,te, pay, in cash, to the commissioner, for payment to the 10 company the amounts specified in section 8 payment by the central government to the commilsioner (2) a deposit account shall be opened by the central government in favour of the' commisostoner, in the public aceount of india, and even" amount paid under this act to the commissioner shall be deposited by him to the credit of the sai~ deposit aecount and the safd deposit j5 account shall be operated by the commissioner (3) records shall be maintained bv the commissioner in respect of the undert8ktn~ of the companv and the shares held by it in the specifled companies, in relation to which payment has been made to him under this act '  20 (4) the interest accruing on the amount standin~ to the credit of the deposit account referred to in sub-section (2) shall enure to, the benefit of the company 15 (1) the central government or the government company, as the ca!le mav he, shall be entitlecl to receive up to the !lpecified d::lte, to the 25 exclu!lion of all other persons, rny mnnpv clue tn thp company, or the gnvprnment cnmpany anti realised aftf>r the i'ippointed day, noh1vith-><:tanding that the realisation pertains to a period prior to the appointed  '---\ -, day :~~ ,~, ~! certain powers of the central government or government company (2) the central ('nvemment or the government company, af! the 30 case may hp, may make a claim to the commissioner with re~ard to ever" payment made hy it after the appointed day for dis('hal'llin~ any liability of the companv in relation to any period prior to the appointed day: and every such claim shall have priority in accordance with the priorities attachin~, under this act, to the matter in relation to 35 which liuch liability har been discharged by the central government or the government company (3) save as otherwise provided in this a~t, the liabilities ot the company in respect of any tt"l'lnsnction prior to the appointed day, which have not been dis~h~rf!ed an 0r before the specified date, shall be 40 the liabilities of the company t6 every person having n claim rgainst the company shall prefer c;uch claim before the commissioner within thirty daye; from the rpecifled date:  ~  claims to be made to the commissioner, provided that if tl!e comn1il'lsioner is latisfied that the claimant was 45 prevented by suftlclent cause from preferring the c1~tm· 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 1'1 the claims arising out of the matters specified in schedule  n shall have priorities in accordance with the following principles, naddely:--s (4) category i shall have precedence over au other"·categories and category ii shall have precedence over category iii, and so on; (b) the claims rpectfied in each of the categories, shall rank equally and be paid in fun but, if the· amount is insufficient to meet such claims in full, the:'v' ~hal1 abate in equa1 proportions and 10 be paid accordingly; (c) the question of' dischm'ging any liability with regard to a matter specified in a lower category shall arise only if 8 surplus is left after meeting all the liabilities specified in the immediately' higher category is examination of c1aims 18 (1) on receipt of the claim:: made under section 16, the commissiotler shall an'ange the claims in the order of priorities specified in schedule ii and examine the same in accordance with such order of priorities (2) if on an examination of the  claims, the commissioner is of 20 opinion that the amount paid to !'tim under this act is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine the claims in respect of such lower category admiasion or rejection df claims 19 (1) after examining the clflims with reference to the priorities set out in schedule ii the commissioner shall fix a certain date on or 2s before which every claimant shall file the proof of his claim or be excluded kom the benefit of the disbursements made by the commissioner (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 30 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 ftle the proof of his claim with the commissioner within the time specified in the advertisement (3) every claimant who fails to file the proof of his claim within the time specified by the commfs~!ioner shall be excluded from the disbursements made by the commissioner (4) the commissioner f;hall, after such investigation as may, in his opinion, be necessary and after giving the company an opportunity of 40 refuting the claim and after giving the claimant a reasonable opportunity of being· heard; by order in writing,' admit or ·reject tlie 'claim in whole or in p¥t: d of 1908 (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 plaoes at which he may hold his sittings and shall, for the purpose of making an investigation under this act, have the same s powers as are vested in a civil court under the code of civil procedure, 1908, while trying 8 suit in respect of the following matters, namely:-(a) the summoning and enforcing the attendance of any witness and examining him on oath; (b) the discovery and production of any document or other iu material object producible afol evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses (6) any investigation before the commissioner shall be deemed to j 5 be a judicial proceeding within the meaning of sections 193 and 228 of 45 of 1860 the 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 2 of 197 of criminal procedure, 1973 (7) a claimant, who is dissatisfied with the decision of the c01ll-20 missioner 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 of a high court is appointed to be the commissioner, such appeal shall lie to the high court 25 at calcutta, and such appeal shall be heard and disposed of by not less than two judges of that high court 20 after admitting a claim under this act, the amount due in respect of such claim shah be paid by the commissioner to the person or persons to whom such amount is due, and, on such payment, the 30 liability of the company in respect of such claim sha!! stand discharged disbursement of money by the commissioner to claimants 21 (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 schedule ii, the commissioner shall disburse such balance to the company disbursement of amounts to the company and possession of certain machinery, equipment, ete 35 (2) where any machinery, equipment or other property, has ves~ed, under this act, in the central government or the government company, as the case may be, but such machinery, equipment or other property does not belong to the company, it shall be lawful for the central government or the government company, as the case may be, to continue to possess such machinery, equipment and other property on 40 , the same terms and! conditions under which they were' possessed by the company immediately before the appointed day undillburled orud-c:aimed amount to be deposited to the general revenue liccount a jwry money paid to the commissioner whichremainmdlbutaed or unclaimed on the date immediately preceding the date on which tile office of the commiaio:ner is finally wound up, shall be transferred by the commissioner, before hi~ office 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 01 the claim, being treated as an order for the refund of revenue  chapl'er vii miscellaneousact to have overriding e1!ect 23 the provisions of this act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law other than this act or in any decree or order of any court, tribunal 15 or other authority contractl toceue to have et!ect we  ratified by the central government or government company 24 every contract entered into by the company in relatlon to the undertakings owned by it which has vested in the central government under 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 20 one hundred and eighty days from the appointed day cease to have effect unless such contract is, before the expiry of that period, ratified, in writing, by the central gove-rnment or government company, in which such undertakings have been vested under this a(:t, and in ratifying such contract, the central government or government com- 25 pany may make such alteration or modification therein as it may think fit: provided that the central government or government company shall not omit to ratify a contract and shall ~ot make any alteration or medification in a eontract-30 (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 central government or such government company; and (b) except after giving to the parties to the contract a reasonable opportunity of being heard and except after recording in writ- 35 ing, its reasons for refusal to ratify the contract or for making any alteration or modification therein 25 any person who-penalties (a) having in his possession custody or control any property forming part of any undertaking of the company, or ahy share held 4') by the company in any specified company, wrongfully withholds such property or share from the central government or government company; or (b) wrongnlly obtains posseesion of, or retains any property forming part of any undertaking of the company or wilfully with- 45 holds or fails to furniih to the central government or government 60mpuy or any penon specified by that govenunent 01' govertldlent company, rny document relating to such undertaking or share which may be in his posseision, custody or control or fails to deliver to the ceoual government or government company or any persod specified by that government or government company, any assets, books of account, registers or other documents in his possession, custody or control, relating to the undertakings of the company or any share held by the company in any specified company; or (c) wrongfumy recovers or destroys any property forming part 10 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 two years or with fine which may extend to ten th0'us8nd rupees, or i s with both offences by companies 26 (1) where an offence punishable 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 business of the company, as well as the company, shall 20 be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly: provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due 2s diligence to prevent the commission of such offence (2) notwithstanding anything contained in sub-section (1) where any offence under this act has heen conunitted by a company and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, 30 manager, secretary or other officer of the company, such director,· managef, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly explanation-for the purposes of this section,-3s (a) "company" means any body corporate and includes a finn or other association of individuals; (b) "director", in relation to a firm, means a partner in the firm 27 no suit, prosecution or other legal proceeding shall lie against the central government or the custodian of the undertakings of the company or the government company or any oftlcer or other person autho-40 rised' by that government or government company for anything which is in good faith done or intenied to be done under thia act | protec    |     ||-----------|-------|| tion      | of    || action    |       || taken     |       || in,ood    |       || fth     |       |28 (1' the central government may, by notifteatiod, direct that a11 or ; any -of the powers exercisable by it under this act, other than the delegation of powers pow~s conferred by this section and section 29 and section 30, may also 'be >exerclsed by such person or persons as may be specified in' the rwtification (2) whenever any delegation of power is made under sub-section (1), the person to whom su~h power has been delegated shall act under the direction, control and wperv'ision o'f the central government 29 (1) the central government may, by notification, make rules for carrying out the provisions of this act 10 power to make rules (2) in particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:-(a) the time within which, and the manner in which, an intimation shall be giveit to the commissioner under sub-section (3) of 15 section 5; (b) the form and the manner in which, and the conditions under which, accounts shall be maintained by the custodian as required by sub-section (3) of section 10; (c) the manner in which the monies in any provident' fund or 20 other fund referred to in section 12 shall be dealt with; (d) 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 25 of parliament, 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 go should not be made, the 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 d:me under that rule 30 if any difficulty arises in giving effect to the provisions ,of this 3s act, the central government may, by order, not inconsi~tent with the provisions of this act, remove the difficulty:  power-to remow' diffteut· u,-" provided that no such order thall be made after the expizi' of a period of two years from the appointed day 31 (1) the bird and company limited (acquisition and tranf~r of undertakings and other properties) ordinance, 1980, is hereby repealed (2) notwithstanding such repenl, anything done or any action taken under the ordinance so repealed shall be deemed to have b~en done or 5 taken under the corresponding previsions of this act  schedule i [see s:ection 2 (g) ]1 bisra stone lime company limited 2 'b'urrakur coal company limited 10 3 birds trading and investme!lts company limited 4 eastern investmc!1ts limited 5 garuda investments limited 6 karanpura development company limited (including funders' shares) 15 7 kinnison jute mills company limited 1 i i i i i i i having i registered i office at i chartered 8 kumardnubi fireclay ano silica works limited 9 lawrence investments and property company limited 20 10 ondal investments compnn~' limited 11 orissa minerals dcvc]opmcpt company' limited 12 scndra investments cumpany limited 13 birds employees' co-operative society limited 14 becker gray and company (1930) limited >- bank i buildings, i calcutta-i 700001 i i i i j 115 15 karanpura collieries limited-preference shares, having registered office at 11, british indian street, calcutta-700069 16 calcium carbide and chemicals ltd, having registered office at 161/1, mahntma gandhi road, go calcutta-700007 (partly paid) "1 having i registered i office at i dolphin 35 17 holman-climax (rock drills) limited 18 holman-climax manufacturing limited ~ court, 7-~ i middleton i street, i calcutta-j 700016 40 19 patya tea company limited, having registered ot!:ce at 12, dilkusha street, calc'utta-700017 20: the titaghur paper mills company l1mltecs having registered office at 95, park street, calcutta-700016 21 sonak'lnda baling company limited, having registered office in bangia desh 5  schedule ii(see sections 17, 18, 19 and 21) order of priorities for the discharge m' liabilities of the company category l-(a) wages, salaries and other dues payable to the employees of 10 the company (b) arrears in relation to contributions to be made by the company to the provident fund, employees state insurance fund, life insurance corporation premium and any other an-car under any law for the time being in force (excluding gratuity) 15 category ii-principal amount of secured loans advanced by-(i) central government; (ii) state government; (iii) banks; 20 (iv) public financial institutions category iii-principal amount of uns?cured loans advanced by-(i) central government; (ii)  state government; (iii) banks; (iv) public financial institutions category iv-(a) any credit availed of by the company for the purpose of carrying on any trading or manufacturing operations (b) any dues payable to the state electricity boards on other government or semi-government institutions for supply of goods or services (c) arrears of interest on loans and advances category v-3-to central ) (a) revenue, taxes, cesses, rates or other dues government, state government and local authqrities, (b) any other loans or duel, messrs bird and company limited was engaged in production of goods vital to the various basic industries like fertilisers, petroleum products, steel, petro-chemicals and power generation production of the company had been going down in the recent years and the company started incurring losses since 1973-74 the company law board, who had received complaints regarding mismanagement of the company came to the conclusion in 1976 that the affairs of the company were being conducted in a manner oppre~sive to the members and prej'udicial to the interests of the company, its employees and the public interest, and appointed under section 408 of the companies act, 1956, five government dire~tors on the board of the company, and subsequently also a managing director the comou'ly law board also ordered an investigation in respect of the company under section 237 (b) of the companies act, 1956 2 appointment of government directors, however, did not improve the functioning of bird and corrpany limited the production continued to decline turnover of the company dropped from rs 1538 crores in 1975-76 to rs 42"3 crof('!; in 1979-80 the accumulated losses increased to rs 568 crores and the liabilities went up to rs 90 crores by march, 1980 the company could not execute orders in time for want of working capital the central government gave counter guarantee to the chartered bank in 1977 on the basis of which the bank could issue guarantees to the company's c'<lstomers up to an amount of rs 10 crore, and also gave guarantees to the industrial reconstruction corporation of india in 1980 for an aggregate amount of rs 115 crores for provision of working capital to the company however, functioning of the company continued to be unsatisfactory and it was not able to generate sufficient funds to finance the production not only the production suffered and losses increased, but the company was finding it difficult to obtain fresh orders from the customers who lost faith in the company's ability to execute orders 1500 employees of the company had not received their full wages :md salaries the undertaking of the company was on the verge of closure; and if it had been allowed to be closed down, it would have adversely affected the production of goods vital to the needs of the country industrial development bank of india had, therefore, prepared a scheme for rehabilitation of the undertaking the scheme required an investment of rs 140 lakhs to be provided by the central government 3 messrs bird and company limited is a leading company in a group of 23 other companies engaged in manufacturing, mining, trading and investment activities while two of the companies are subsidiaries of the company, the other companies in the group are under varying degrees of control of the company through its direct shareholding or by shareholding by the investment companies in the group the company provides marketing and management services to some of the group companies the man'ufacturing companies in the group are engaged in production of goods which are vital to the needs of the country there had been several allegations against the management of some of these companies indicating misuse of the companies, mismanagement, misfeasance or malfeasance the company law board ordered investigations in 1977 under section 237 (b) of the companies act, 1956, in respect of some of these companies four of the companies have already been nationalised management of two of the companies has been taken over under the provisions of the industries (development and regulation) act, 1951 it was in the public interest to acquire the company's share in the group companies t') secure for the undertakings of the company the facilities and advantt',ges derived by it by such shareholding and to enable the central govt!rnment to exercise such control on the affairs of th~ companies a3 may be necessary to prevent their mismanagemen t 4 in view of the circumstan'ce'~ explained above, the central government decided that it would he in the p'ublic interest to acquire the undertakings of the bird and c:)!npany limited, its investments in its two subsidiary companies and share: held by the company in the other group companies the bird and company limited (acquisition and transfer of undertakings and other properties) ordinance, 1980 (no 18 of 1980) was promulgated by the president on 25th october, 1980 to give effect to this decision 5, the bill seeks to replace 1h<> said ordinance dr charanjit chanana new delhi; the 12th no-vember, 1980  ),v'sub-section (1) of section 8 of the bij1 provides for payment in cash and in the manner specified in chapter vi of the bill, an aggregate amount of rupees two hundred and eighty-three lakhs for the transfer to, and vesting in, the central government the right, title and interest of the company in relation to its undertakings sub-section (2) of section 8 provides for payment in cash and in the manner specified in chapter vi of the bill, an aggregate amount of rupees twenty-seven lakhs for the transfer to, and vesting in, the central government of the shares held by the bird and company limited in the speci'fied  companies as shown in schedule i of the bill the total expenditure on payment of compen'3ation will, therefore, be of the orner of rupees three hundred and ten lakhs 2 sub-section (3) of section 8 of the bill provides for payment of simple interest at the rate of 4 ()er cent per annum in regard to the amounts specified under sub-section (1) and sub-section (2) of section 8 for the period commencing on the appointed day and ending on the date on which payment of such amount is made by the central government to the commissioner of payments it is e3timated that this amount will be of the order of rs 1,03,333 per month 3 section 13 of the bill provides that central government shall appoint a commissioner of payments and may also appoint such other persons as it may think fit to assist the commissioner and thereupon the commio;;-sioner may authorise one or more of such persons also to exercise all or any of the powers exercisable by him and that the salaries and allowances of the commissioner and other persons appointed under the section shall be defrayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 15,000 per month 4 after the central government appointed directors on the board of the bird and company limited it became necessary for it to provide guarantees to banks and financial institutions for provision of funds to the company counter guarantee was provided to the chartered bank to enable the bank to execute the guarantees to the customem of the company up to an amount of rupees one crore to the extent the company has incurred any liability to the chartered bank up to the appointed day 'under these arrangements, and to the extent such liabilities are not covered by the compensation amount provided in the bill, such liabilities, if any, will be cleared by the central government to the extent and in the manner as provided in the counter guarantee however, it is not possible to give even a rough estimate at this stage 5 the central government have also provided guarantee;; to the industrial reconstruction corporatio'1 of india for provision of loans up to rupees one hundred and fifteen lakhs to the bfrd and company limited the terms of guarantees providp that in the event of nationalisation of the company, the guarantees shall become enforceable forthwith the central government will, therefore, be required to pay the outstanding amounts under these guarantees as per the terms of the guarantees, though a part of the amount may be later covered by the compensation amount provided in the bill 6 funds will be provided by the central government for revival and rehabilitation of the undertaking and to cover cash losses during the first year the requirements are estimated·at rs 140 lakhs 7 the bill, if enacted, is not likely to involve any other recurring or don-recurring expenditure  memorandum regarding delegated legislationclause 29 of the bill empowers the central government to make rules to carry out the provisions of the act the matters in respect of which the rules may be made, inter aha, relate to the time within which, and the manner in which, an intimation regarding any mortgage, charge, lien, etc, on the property which has vested in the government may be given to the commissioner of payments, the form and manner in which, and the conditions under which, accounts shall be maintained by the custodian and such other matteh: as are required to be specified by rules 2 the matters in respect of whic:h the rules may be made are matter of procedure or administrative detail the delegation of legislattft power is, thus, normal in character  6- billto provide for the acquisition and transfer of the undertakings of the bird and company limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the country and for the acquisithn of shares held by the bird and company limited in the spe:::ified complnies for the purpose of securing to those undertakings the facilities and advantages derived by reason of sllch shareholding with respect to the operation and functioning of those undertakings and also to enable the central government to exercise such control over the affairs of the specified companies as is n<)~es5ary to ensure that the affairs of those companies are not mis'11anaged and for matters connected therewith or incidental thereto, (shri charanjit chanana, minister of state in the minief;ry of industry) 