 the andhra scientific~ company limited (acquisition and transfer of undertakings) bill, 1982 arrangement of clauses chapter i preliminary clauses1 short title and commencement 2 definitions  chapter ii acquisition and transfer of the undertakings of the compnay3 transfer to, and vesting in, the centra\ government of the undertakings of the company 4 general effect of vesting i 5 company to be liable for certain prior liabilities 6 power of centraj gov~ent to direct vesting of the undertakings of the company in a government company  chaprer iii payment of amounts7 payment of amount 8 payment of further amounts  chapter iv management, etc, of the undertakings of the companymanagement, etc, of the undertakings of the company  9 10 duty of pen$ons in charge of management of the undertakings of the company to deliver all assets, etc 11 12 duty of persons to account for assets, etc, in their possession accounts and audit  chapter v provisions relating to the employees of the company13 continuance of employees 14 provident fund and other funds -,  chapter vi' commissioner of payments15 appointment of commissioner of payments 16 payment by central government to the coryimissioner  clauses17 certain powers of the central government or government company 18 claims to be made to the commissioner 19 priority of claims 20 examination of claims 21 admission or rejection of claims 22 disbursement of money by the commissioner 23 disbursement of amounts to the company 24 undisbursed or unclaimed amount to be deposited with the general revenue account  chaptbr vii miscellaneous t \25 act to have overriding effect 26 contracts to cease to have effect unless ratified by centr81 government or ,government cotnpany 27 penalties 28 offences by companies 29 protection of action taken in good faith 30 delegation of powers 31 power to make rules 32 power to remove diftlculties the schedule ,   and transfer of undertakings) bill, 1982 ' a billto provide jcyl'the acquisi'tion and transjer oj the undertakings of the andhra scientific company limited, with ti view to securing the proper ma~nt oj such undert4lcings so· tis to subserve the interests of the general public by ensuring the continuity of production o'j scientific instruments which tire vitaj to the needi of the country tlnd jor matters connected therewith or incic1enttll thereto wh!lrkas the andhra scientific company limited had been engaged in the manufacture and production of artic1er mentioned in the first 65 of lis1 schedule to the industries (development and regulation) act, 1951, namely scientific instruments; and whereas the management of the undertakings of the andhra 5 scientific company limited was taken over by the central governmeni ,under lection ibm of the industries (development and regulation) 65 of 1951 act, 1951; :0' and whereas it is necessary to acquire the undertakings of the andhra io scientific company limited to ensure that the interests of the general public are served by the continuance, by the undertakings of the company, of the production of the aforesaid uticles which are vital to the needs of the country; be it enacted by parliament in the thirty-third year of the republic 15 of india as followl:-chapter i paelim:inally 1 (1) this act may be called the andhri scientific company limited shot (acquisition and transfer of undertakitngs) act, 1982 title and commeoc  meat (2) the provisions of sections 27 and 28 shall come into force at once and the remaming provislons of lhls act shall de cleeme<1 to have come 1nto force on the 1st day' 01 july, 1981 2 in· this act, unless the context otherwise requires,-deftnitiona (a) "appointed day" means the 1st day of july, h,s1; 5 (b) "commissioner" means the gommissloner of t>ayments appomted under sectlon 1~; (c) "company" means the andhra scientific company j4nited a company wlthm the meaning of the companies act, 1956, and having 1 of 1956 its registered olfice at machilipatnam in the state of andhra 10 pradesh; (d) "custodian" means the custodian appointed under sut>-section (~) ot section 9 10 take over, or carryon, the management of the company; - --j (e) "notification" means a notification published in the ojlicial 15 gazette;  (f) "prescribed" means prescribed by rules made under this act; (g) "specified date", in relation to any provision of this act, means such date as the central government may, by notification, 20 specify for the purposes of that provision and different dates may be specified for difterent provisions of this act; (h) "the government  company " means the government company in w hich t~ undertakings of the company' are directea to vest under sub-section (1) of section 6;   !is (i) words and expressions used herein and not deftned but defined in the companies act, 1956, shall have the meailings, reapec-1 of 1956 tively, assigned to them in that act chapter'ii ,acquismon and transfek of the undi2ltaklngs of the company 30 3 on the appointed day, the undertakings of the company, and the right, title and interest of the company in'relation to its undertakin,gs, ahall, by virtue of this act, stancl transferred to, and shall, vest in, the catral government transfer to, and vesting in the central goyernmental the undertakings otthe company general effect of vesting 4 (1) the undertakings of the' company shall be deemed to include 35 all assets, rights, lease-holds, powers, authorities and privileges: and all property, movable and immovable,including lands, buildings, workshops, stores, instruments, machiliery and equipment, cash balances, cash on hand, cheques, demand drafts, 'reserve ~,dnvestments, book debts and all ~therrights and interests in, or arising out of, sueh property 40 as were immediately before the appointed day in the ownerehip, poij888-sion, power or control of the company, whether within or outside india, and all books of account, registers and all other documents of whatever nature relating thereto the anmra s cieutific company li\fited (acquisition and '1ransfel of under :rakl~ ce) bill, 1982 (to 1>e/as introduced in lok 8abha) 1 - fa ge (1), line 12,-!01: "comp~y"~ "company" 2 page 3, line 43,-a ftel: "under tt ins art i1s ection" 3 page 5, line 8,-" pie" ~ "simple" 4 pare 5, line 13,-fill: ,t suh-s ectiojy't' -1"00 d _" sub-section--- -- ~ ~ - p'rlge 8, line 2,-!qx: "ppointed" r@d "a ppointed" f) - fa ge 8, line 45, -!qr ''ause'' ~ "cause" 7 p:;jge 11, line 37,-for "nay" ~ "any" d fa ge 12, line ~ "ment or the" 9-;page 13, line 34,-!oj: '!pa'l"1jam~-~errttt--- ~ _,_ ~-1o-j'"'sge -13, line 37,-!ai: "irior tlls" l:@ji "ffi liri ties " -11 page -14, line 5,-!ql "cease's" tq'!d "cesses" 12 p'd ge 15, -linfj 4,-fqr:--1tb~-~_-::-~ ne~v delii i; p ber- 13 12b£ ,21, '1(){\4(satia) -----------------------------(2) all properties as aforesaid which have vested in the central government under secwon ~ snall, by 10rce 01 sucn vt!stmg, oe iret!tl ana c1lscnargt!c1 from any trusl oullgatlon, mortgage, cfic:lr!:it:, ilen and ali other incumorances anectmg idem, and any attachment, injunction, 5 decree or order of any co'urt, tribunal or other authority restricting the use of such propertles in any manner or appointing any receiver in respect of the whole or any part of such properties shall be deemed to llave been wlthdrawn (3) every modgagee of any property wruch has vesied under this act 10 in the central lioveclullent and every pel'soa nolding any cruuge, hen or other interest m, or m relatlon to, any sucn pro~ny shall give, wltnm such time and in such manner as may ije prescrloed, an mtimation to the comnussloner 01 such mortgage, charge, lien or other interest (4) for the removal of doubts, it is hereby declared that the mortgagee 15 of any property referred toin suu-section lj) 01' any other person holwng any charge, ben or oiher mterest in, or m relatlon to, any suca property shall be entitled to claim, hl accordance with ids ngnts and mterests, payment of the mortgage ulvllcy 01' other dues, in whole or in part, ou   ~l the amoudl spec1llea lu sccuvll 7 and also out of the arnounls de-er-20 mined under section 8, but no such mortgage, charge, lien or other mterest shall be eniorceab1e against any property which has vested in the central government (5) any liceace or other ins lrument granted to the company in relation to any undertakmg wruch has vested in tne central uovenunenl 25 under section a at any time before the appomted aay and m torce unmediately before tnat aay shall continue l;() be m tolce on andatler such aay m' accordance with its tenor in relation to and for the purposes of such undertakmg, ana, on and from the date of vestmg of sucn undertaking under section 6 in a government company, such government 30 company shall be deemed to be substituted in sucn licence or other instrument as 1f such llcence or other instrument had been granted to such government company and tnat government company shall hold it for the remainder of the period for which the company would have held it under the terms thereof 35 (6) if, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any property which has vested in the central government, under section 3, instituted or preferred py or against the company, is pending, the same shall not abate, be disconu-nued or be, in any way, prejudicially affected by reason of the transfer 40 of the undertakings of the company or of anything contained in this act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the central government, or, where the undertakings of the company are di~ected, under 6, to vest in a government ct>mpany, by or against that government oompany 45 5 (1) every liability of the company in respect of any period prior to the appointed day, shall be the liability of the company and shall be enforceable against it, and not against the central government, or, where the undertakings of the company are directed, under section 6, to vest in a government company, against that government company company to be liable f()r certain prior liabilities 50 (2) for ·the removal of doubts, it is hereby declared that-(a) save as otherwise expressly provided in this section or in any other provision of this act, no liability of the company' in respect of any period prior to the appointed day, shall be enforceaore against tne (:entra! government, or, whel'e the undertakings of the company are directed, under section 6, to vest in a government company, against tnat lioverrunent company; (tj) no awal'u, decl't~e or order of any courl, tribunal or other 5 authoi'lty in relatlon to tne wldertakingl) of the company, passed aiter tne appoul~ea day, in respect of any matter, claim or dlspute which al'os~ belore tnal; aay, snail be eruorceao!e agamst the \,;wtral tlovemment~ or, wnere the unuertakings of the company are directed, :~~n:~~:~~o~;~ny:est m a uovemment company, agamst that 10 (c) no llaoillty mcuned by the -company before the appointed day, lor tile colll,l'clventlon of any provision of jaw for the wile beillg in torce, shah be enforceable agamst the central government, or, where we unueha1(jugs of tne \,;ompany are directea, under sectlon 0, w ve:i~ ill a lioyernment company, agamst tilat liovernment 15 company 6 (1) notwithstanding anything contamed in sections a and 4, l;he centra! goverrullcnt may, suoject to sucn terms and concutlons as it may tuilik ut to impuse, o1£el:t, oy notlficatlon, that the undertaklngs of the 20 company and lu~ n~h', thle and m~erest of the (:ompany in relal10n to its wlaertclkjngs, widen have vested in that government under section a, sna11, 1lls~eda 01 contlnwng to vest in the centra! (iovernment, vest m a govt:l'nmeut compa,ly ejcher on tile elate of the notifica'llon or on sucneariler oj: later qctte (not oemg a date earlier than the appointed , 25 day) as may de spccll1ed m tne notl11cauon power of central governmentto direct vesting of the undertakings oftbe company ina government company (2) whel'e ~i:1e fight, ti~le and interest of the company, in r~lctiion to its uncieriakulgs, vesl jll a lxovernment company un<1er suo-section (1), tne government company snail, on and from tne ua~e of such vestmg, be deemca lo nave oecome tne owner in relation to such undertakld&s 30 and all tbe nghls anel l1al>iliues of the central liovermnent ,m l'e14tion to such undertaltings shail, on and from the date of such vesting, be deemed to have become the rights and liabilities of the government company  chapter iii payuent of amo't1nl's 35paymenti 7: for the transfer to, and vestinc in, tlie central government, under of amount jection 3, of til,:, undertakings of the company and the ri,ht, title and idterest of the utmpany in relation to its undertakidp, there shall be liven by the central government to the company, in cash and in the 40 manner specified in chapter vi, an amount of rupees two hundred and twenty-four lakhs and ten thousand payment of turthe~ amountll, s (1) for the deprivation of the company of the d}anagement of its undertakings, there shall be liven by the central government to the 'company in c~h, an amount calculated at the rate of rupees 'ten thou  45 ,ud per annum for the period commencin, on the date on which tho management of the undertakinp of the company was taken over ill pursuance of the order made by the central government uncler seetion 18aa of the industries (development and beplatioo) ,ad, 1t51, and 6~ of 1951 f'adw, oil theappointod cbiy (2) in consideration of the retrospective operation of the provisions of 5~tions 3, " and 5, there shall also be given by the central government· to the company in cash, an amount calcnjated at the rate of rupees ten thousand per annum for the period commendng on tbe uppoidted day and 5 ending on the date on whkb this act receives tbe a~sent of th~ president (3) the amouat speclfied in section 7, and th(' amount det·prmined in accordant'p with the provisions of imbseetions (1) and (2) shall carry ''''noe h'l~erest at the rate of four per cent pel' annum for the period eommendn~ on the appointed day and endin~ on the date on which 10 payment of such amounts is made by the central gov'nnment to the , ",nmlssioner (4) the amounts 'detennined in accordanee '\'!'hh the provisions of' sub-flection (1) (2) and (3) shan be given by t~e central gove~ment ''1 1:he company in addition to the amount 5pecifi~d in section 7 15 (5) for thf' removal of dnobt" it is herehv (f~c1ared that' the liabili  tic!ll of tbe c'nnl1ui,'1v in 1'1'1:,t;(i~ tf) it, nl'\de'rlnldi'\cy~ which hav, vested in the t;~"tl'al no""l'nm~'l" luv'pr !,<~,tinn ::r ""lan hp "illl"l"  jj<('d from thp amount "efe~d to in ~  tion 7 and "iso from the atn<>untm determined under sub-sections (1), (2) and (3) in 8ccord~nce with the ri"bts and 20 intel't!sts of the creditors of the company chapi'er iv management, etc • oil the undertakings of tire company management, etc, of the undertakings of the company t (1) the general superintendence, difection control and mnnagement of the affairs 'and business of the m\dertakings of the company 2 5 the right title and interest in refation to which have vested in the central - government under section 3, shall-(a) where a direction hrs heen made bv tl,p, central government under sub-section (1') of section 6, vest in the government company specified in such direction: or go (b) where no such direction has been made by the central government, vest in one or more custodians appointed by the central government under sub~ectjon (2), and thereu:oon the government company so specified or the custodian or custodians so appointed as the care mav be, shall be entitled to 35 exercise, to the exclusion of all other persons, all such powers and do all such things a~ the company is authorised to exercise arid do in relation to its undertakings (2) the central government may appoint one or more individuals or a government company as the custodian or custqdians of the under-40 takings of the company in relation to which no direction has been made by it under sub-section (1) of section 6 (3) the custodian or custodians· so appointed shall receive, from the funds of the undertakings of the company, such remuneration as the central government may fix and shall hold o~ce during the pleasure of 45 the central government duty of persons in charge ot managementot the under-\aldn~s 10 (1) on the vesting of the management of the undertakinp,s of the company in a government company or on the appointment of a custodian or custodians, all persons in charge of the management of the undertakings of the company immediately before such vesting or appointment, 50 shall be bound to "deliver to the government company or the custodian or custodians, as the case may be, all assets, books of account, registers or other documents in their custody relating to tbe undertakings of the company | of        ||-----------|| company   || todellver || all       || assets,   || 'etc     |(2) the central government may issue such directions as it may deem desirable in the circumstances of the case to the government company or the custodian or custodians, and such government company or the custodian or custodians may also, if it is considered necessary so to do, apply to the central government at any time for instructions 5 as to the manner in which the management of the undertakings of the company shall be conducted or in relation to any other matter arising in the course of such management duty of persons to account  for assets, etc, in their poosession 11 (1) any person who has, on the appointed day in his possession or under his control, any assets, books, documents or other papers relating 10 to any undertaking owned by the company, whith have vested in the centraj government or in a government companv under th'is act and which belong to the company, or would have so belonged, if the undertakings owned bv the company had not vested in the central government or such government company shall be liable to aecount for the 15 said assets, books, documents and other papers to the central government or the government company and shalj deliver them up to the central government or such government company or to such person or persons as the central government or the government company may specify in this behalf !l0 (2) the central government or the government company aforesaid may take or cause to be taken all nece~sary steps for lecutin~ possession of the undf'!rtakings of the company which have vested in the central government or the govemme'nt company under this act (1) the company shall within such period as the central govern- 25 ment may allow in this behalf, furnish to that government a complete inventory of all its properties and assets as on the appointed day, pertaining to the undertakin~ which have vested in the central government" un'der section 3, and, for this purpose the central govpmm~nt or the government company aforesaid shall afford to the company all reason- 30 able facilities accounts and audit 12 the custodian or custodians of the undertakings of the companv shall maintain an account of the undertakings of' the company in such form and manner and under such conditions as may be prescribed and the provisions of the companies act, 195-6, shall applv to the audit of 35 1 of 1956 the accounts so maintained as they apply to the audit of the accounts of a company  chapl'er v provisions relating to the employeec; of the companycontinuance of 13 (1) everv person who' has been immediately before the appointed 40 day, employed in any undertaking of the company shall become,-~mpl()o yees (a) on and from the appointed day, an employee of the central government, ,and (b) where the undertakings of the comoany are directed, under ,ub-section (1) q! 9~~fon ~i t(l v~~ in a govel1lment company an 45 employee of the government company on and from the date of such vesting and shall hold office or service under the central government, or the government company, as the case may be, with the same rights and 5 privileges as to pension, gratuity and other matter~ 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 the central government or the government company, as the case may be, is duly tenninated or until his remune::-ation and other conditions of service are duly altered 10 by the central government or the government company, as the case may be uot 1947 (2) notwithstanding anything contained in the" industrial disputes act, 1947, or in any other law for the time being in force the tr·ansfer of the services of any officer or other person employed in any undertaking 15 of the conlpany, to the central government or the government company, shall not entitle such officer 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 provi· dedtf1md and other fuddl 14 (1) where the company has established a provident fund, superan-20 nuation, welfare or other fund for the benefit of the persons employed in any of its undertakings, the moneys relatable to the officers or other emnloyees whose services have become transferred by or under thffl act to the central government or the government company, shall out of the moneys standin~ on the appointed day, to the credit of such provident 25 fund superannuation welfl:tre or other fund stand tranflff'rred to anr1 vest in the central government or the government comnany as the case may be (2) the moneys which stand transferrerl unde-r sub·sect;on (1) to the central government 0'1' the government ~omoonv se; the (,ase may be 30 shall be dealt with bv that c',overnment or government ('ompanv in such manner as may be prescribed  chapter vi co:m:missioner of payments15 (1) the central government shall lor the j)urdo!le of dtsbut'llln( 35 the amounts payable to the company under sedions 7 and 8, by notlftcation appoint a commissioner of payments appolntmentot commii-toderof ~ (2) the central government may appoint s~h other nersons as it may think fit to assist the commissioner and tbereupon tlu'! comm;lijsloner '" av authorise one or more of !iiuch persons also to exercise all or any 40 of the powers exerefsable by him under this act and different persons ""ay be authorised to exercise different powen (3) 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 con-45 ferred on that person directly by this act and not by way of authorisation  ~ ~ 1 (4) !'he _aries aad aljowadtes of the commissioner add other pers~, "ppohated udder thjs seetiqn shad be defrayed out of the ccmsollda~  fund of jj:uiia , 16 (1) the central government shall, within thirty days from the , speclfted date, pay in cash to the commissioner, for payment to the 5 company,-(a) an amount equal to the amount specified in section 7; and (b) an amount equal to the amounts payable to the company under section 8 payment by cedtral governmentto tie commissioner (2) a deposit account shall be opened by the central government in 10 favour of the comm'ssioner in the public account of india and every amount paid under this act to the commissioner shall be deposited by him to the credit of the said deposit account and the said deposit account shall be operated by the commiss'loner (3) records shali be maintained by the commissioner in respect of ]5 the undertakings of the company in relation to which payments have been made to him under this act, (4) interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit :" '~t ''''''1 10 of the company 17 (1) the central government or the government company, as the case may be, shall be entitled to receive, up to the specified date, to the exclusion of all other 'persons, any money due to the company in relation to its undertaldn~s which have vested in the central government or the government company, and realised after the appointed day, notwith- 'l5 standing that th~ realisation pertains to a period prior to the appointed day certain powers of the central governmentor government company (z) the central government or the government com'panv as the case mav be, mav make a claim to the commissioner with re~ard to every pavment mane bv that government or government eompanv after so the appointed dav for dirchar~in9; any liabmtv of the companv in relation to any period prior to the apootnted dav, and everv such claim shall have priority in accordance with the priorities attachin~ under this act, to the matter in relrt;on to whieh such liabilitv hf\~ been discharged by the central government or the government company 35 (3) save as otherwise provided jn this act, the liabilities of the c(')mpanv in respect of any transaction prior to the appointed day, which have not been di!lcharlted on or' before the rpecifie~ date shall be the liabilities of the company 18 every person having, ~ 1"1aim a!"ainrt the c'1mnanv with rettclrd to 40 anv of the matterr specified in the schedule pertainin~ to anv undertaldng owned by it shall prefer ~uch claim before the commissfo"~r wjthin thirty days from the specified date: clatma to be made to th'e cmunissioder provided that if the commf~rioner fr satisfied that the claimant was prevented by sualcient ~'ulse from preferrin~ the claim within the sflfd 45 t-iodof thirty days, he may entertain the claim within a further period of thirty days, but not thereafter 19 the claims made under section 18 shall have priorities in accord-priority ance with the following prlnciples, namely:-of claims 5 (a) category i shall have 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 shall rank equally and be· £aid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proportions and be 10 paid accordingly; and (c) the question of discharging any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all the liabilities specified in the immediately higher category examination of claims 15 20 (1) on receipt of the claims made under section 18, the commissioner shall arrange the claims in the order of prionties specifie'd in the schedule and examine the same in accordance with such order (2) if, on examination of the claims, the commissioner is of opinion that the amount paid to him under this act is not sufficient to meet the 20 liabilities specified in any lower category, he shall not be required to examine the claims in respect of such lower category 21 (1) after examining the claims with reference to the priorities specified in the schedule, the commissioner shall fix a certain date on or before which every claimant shall file the proof of his claim admission or rejection of claims 25 (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 part of the coujltry and in one issue of any daily newspaper in such regional language as the commissioner may consider suitable, and every such notice shall go 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 disbursements made by the commissioner 35 (4) the commissioner shall, after such investigation as may, in his opinion, be necessary and after giving the company an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit or reject the claim in whole or in part 40 (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 sitting and shall, for the purpose of making any investigation under this act, have the same powers as are vested in a civil court under the code ~f civil pro-45 cedure, 1908, while trying a suit, in rupect of the followmg matters, namely:-(a) the summoning and enforcing the attendance of any witness and examjnjng him on oath; (b) the discovery and production of any document or other material object producible as evidence; (c) the reception of evidence on affidavits; 5 (cl) the issuing of any commission for the examination of witnesses (6) any investigation before the commjmioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the indian penal code and the commissioner shall be deemed to be a civll 10 4:5 ofl860 court for the purposes of section 19a, and chapter xxvi, of the code of criminal procedure, 1973 2 of 1974 (7) a claimant who is dissatisfied with the decision of the commissioner may prefer an appeal against such decision to the principal civll court of original juriswctlon within the local limits of whose jurisdiction 15 the registered office of tne company is sltuated: 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 exercismg jurisdiction over the place in which the registered office of the company is situated and such appeal shall be heard and 20 dispobed of by not less than two judges of that high court 22 after admitting a claim 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 amoun" i, due, and on such payment, the liability of the company in respect of such claim shall stand discharged 25 diabursementol money by the commli-sioner 23 (1) if, out of the moneys paid to him, in relation to the undertakings of the company, there is a balance left after meeting the lia-' bilities as specified in the schedule, the commissioner shall disburse such balance to the company (2) where the possession of any machinery, equipment or other so property has vested in the central government or a government company udder this act, 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 to continue to possess such machinery or equipment or other property on the same terms and condi- 35 tions under which they were possessed by the company immediately before the appointed day u 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 40 the commissioner, before his oirce i~ 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 the payment of the claim 45 being treated as an order for the refund of revenue uncuabursed orud-claimed amount to be deposited with the general revenule account  chaprer vu25 the provisions of this act shall have effect notwithstanding anything inconsistent therewith in any other law for the time being in force 5 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 act to have overriding e1!ect 26 every contract entered into by the company in relation to any of its undertakings which has vested in the cen~ral uovernment under section 3 for any service, sale or supply, and in force immediately before the contracts to ceaae to have effect unleea rati1led, by central government or government company 10 apponted day, shall, on and from the expiry of a period ot thirty days from the date on which this act receives the assent of the president, cease to have effect unless such contract is, before the expiry of that period, ratified in writing, by the central government or the government company in which such undertaking has been veited under tns 15 act and in ratifying such contract, the central government or the government company may make such alterations or modifications therein as it may think fit: provided that the central government or the government company shall not omit to ratify a contract and shall not make any a!tera~ion or 120 modlficalion in a contrac~ (a) unless it is satisfied that such contract is unduly onerous o~ has been entered into in bad faith or is 'detrimental to the interests of the central government· or the government company; and (b) except after g villg the parties to the contract a reasonable opportunity of being heard and except after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification therein 27 any' person ,who,-penalties 30 (a) having in his possession, custody or control any property forming part of the undertakings of the company, wrongfully withholds such property from the central government or the government company; or (b) wrongfully obtains possession of, or retains, any property forming part of the undertakings of the company; or 35 (c) wilfully withholds or fails to furnish to the central government or the government company or any person or body of persons specified by that government or government company, may document relating to such undertakings, which may be in his possession, custody or control; or (d) fails to deliver to the central government or the government company or any person or body of persons 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 (e) wrongfully removes or destroys any property forming part of the undertakings of the company or prefers any claim under this act, which he knows or has reasonable cause to believe to be fajse or grossly inaccurate; shall be puwshable with imprisonment for a term which may extend to 5 two years, or ,with tine whlch may extend to ten thousand rul>fs, or with both 28 ll) where an oftence under this act has been committed by a company, every' person wno, at tne time tne o11ence was comml1tecl was in cnarge of, and was responsuile to, 1ut: compcmy lor tne conauct 01 lue 10 buslilelils 01 the company, as well as tne compmy, sba1j be deemed to de guilty of the offence and shail be liable to be proceeded against anc1 pulushed accordingly: provided that nothing contained in this sub-section shall render any such person liable to any pudlsnment, 11 ne proves that the offence was coiillwtted without his knowledge or that he naci exerclsed all due cw1- 15 gence to prevent the commission of such offence (2) notwithstanding an)'lthing contained in sub-section ,(1), where any ofience under this act has been committed by a company and it is proved that the offence has been comnutted ,with the consent or conni-0 vance of, or is attributable to any neglect on the part oi, any director, 2 manager, secretlu'y or other officer ot the company such dlrector, manager, secretary or other otllcer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accord-ingly exp,lanation-for the purposes of this section,-(a) "company" means any body corporate and includes a firm or other associatlon of individuals; and (b) "director", in relation to a firm, means a partner in the firm protection of action tak~l in lood faith 28 (1) no suit, p1'osecution or other legal proceeding shall lie against 30 the central govemment or any officer 01' other employee of that government or the custodian or the government company or other person authorised by that government, custodian or government company for anything which is in good faith done or intended to be done under this act 35 (2) no suit or other legal proceeding shall lie against the central government or any officer or other employee of that government or the ment or the custodian or the government company or other person authorised by that government, custodian or government company for any damage caused or likely to be caused by anything which is in 40 good faith done or intended to be done under this act delegation of powel'l'j 30 (1) the central government may, by notification, direct that all or any of the powers exercisable by it under this act, other than the powers conferred by this section and sections 31 and 32, may also be exercised by such person or persons as may be specifted in the notifica- 45 tion (2) whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision of the central government  31 (1) the central government may, by notification, make rules for 5 carrying out the provisions of this act power to make rules (2) in lparticular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:-10 (4) 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 form and manner in which, and the conditions under which, the custodian or custodians shall maintain the accounts as required by section 12; (c) the manner in which the moneys in any provident fund or 15 other fund referred to in section 14 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 of parlia-20 ment, 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 ff before the expiry of the session immediatelv followinrt the sec:!don or the successive sessions aforesaid, both hous':!s a~ee in makinst anv modification in the rule or both houses agree that ,the rule should not be 25 made, the 1't1le shall thereaft':!r have effect only in such modifled form or be of no effect, as the case mav be; so, however, that anv such modifica· tion or annulment shall be without prejudice to the validity of anythin~ previously done under that rule 32 if any diftlculty arises in givin(! effect to the provisions of this so act, the central government mav bv order, not inconsistent with the provisions of this act, remove the difficulty: power to remove di1ficultiel provided that no such order shall be made after the expirv of a period of two years from the date on which this act receives, th:~ss:n~ of the parliament the schedule  35rsee sections 1820(1),21 '(1) and 23 (1)1 order of prjortres for 'i'm: dischaltge of liabilities of the company posttake-over management period category 1 wa~es salari'!s and otner dues of the employees of the company  category itloans advanced by the central government cateflo'j'y iii  any credit availed of by the company for the purpose of carrying od any trading or manufacturing operations  category ivrevenue, taxes, ceases, rates or any other dues to the central govem-5 ment or a state government  p\re-take-ovet management period vategory varrears in relation to contributions to be made by the company to the provident fund, salaries, wages and other amounts due to the 10 employees of the company  catego-ry virevenue, taxes, cesses, rates or any other dues, including employees' state insurance contributions, to the central government, a local authority or a state electricity board  15  category vii(i) any credit availed of by the company for the purpose of carrying on any trading or manufacturing operations (ii) any other dues  statement of objects and reasonsthe andhra scientific company limited, machilipatnam, is engaged in the manufacture and production of various types of scientific instruments from a smah begillnng the compny had gt'own to be the largest private sector undertaking in the field of scientific instruments building up steadily, the company attained a turnover of rs 45 lakhs by 1965-66 a downward trend started thereafter and in 1967-88, the company incurred a loss of rs 191 lakhs which increased to rs 2562 lakhs in 1971·72 in the light of the recommendations of certmn gov~ crnrnental comm'ttees and in view of the fact that the company had a body of talented and dedicated scientists and engineers its manage~ n:ent was taken over by the central government under section 18aa of the industries (development and regulation) act, 1951, in june 1972 2 though the central government was advancing some amounts as loans during the period of ils management, the company was facing acute shortage of liquid f~l\lds for ils working capital requirements funds are also required for modernisation of the pleut and machinery but pending nationalisation of the company, it was not poss'-bie for government to invest the required amount of funds in the comp<jny studies made to determine the future set-up of the company revealed that the undertakings of the company should be nationalised in order to consolidate the gains of management and to ensure uninterrupted supply of critical items of defence production in view 0'1 the importance of the products manufactured by the company and the loss of employment to more than 850 employe~s of the compa'1y if the company were to be closed down, it is considered necessary to take over the undertakings of the company 3 the bill seeks to achieve the aforesaid object apart !tom provld~ ing for the acquisition and transfer of the undertakings of the company, the bill provides for the payment of an amo'lmt for such acquisition, vesting of the undertakin~s of the company in a government company, appointment of a commissioner of payments for the purpose of djsbursing the amount payable to the company and for other incidental and consequential matters new delhi; the 22nd september, 1982 r venkataraman  president's recommendation under article 117 of, the constitution of indiarcopy of letter dated the 30th september, 1982 from shri r venkataraman minister of defence to the secretary, lok sabha] - the president, having been informed of the subject matter of the bill to provide for the a~uisition and transfer of undertakings of the andhra scientific company limited, is pleased to recommend, under clauses (0 and (3) of article 117 of the constitution, the introduction of the said bill in and its consideration by lok sabha clause 7 of the bill provides 'for the payment in cash of an amount of rs 22410 lakhs for vesting in the central government of the undertakings of the andhra scientific company limited and the right, title and interest of the gompany in relation to its undertakings 2 sub-clause (1) of clause 8 of the bill provides fo" the payment in cash of a further amount calculated at the rate of rs 10,000 per annum for the deprivation of the company of the management of its undertakings for the period commencing on the date on which the management of the undertakings of the company was taken over by the central government and ending on the appoint~d day, ie, the 1st day of july, 19181 it is estimated that this amount will be of the order of rs 90,000 :t sub-clause (2) of clause 8 of the bill provides for payment in cash of a further amount in consideration of the retrospective operation of the provisions of clauses 3, 4 and 5 and calculated at the rate· of rs 10,000 per annum for the period commencing on the appo:nted day and ending on the date on which the bill receives the assent of the president it is estimated that this amount will be of- the order of rs 11,000 4 sub-clause (3) of clause 8 df the bill provides for the payment of simple interest at the rate of four per cent per annum in respect of the amounts payable under clause 7 and sub-clauses (1) and (2) ot" clause 8 for the period commeneing on the appointed day and ending on the date on which the payment of such amounts is made by the central government to the commissioner of payments it is estimated that this [i mount is likely to be of the order of rs 75,000 per month • 5 clause 15 of the bill provides for the appointment of a commissioner of payments by the central government for the purpose of disbursing the amounts payable to the company this clause also provides for the appointment of such other persons as it thinks fit to assist the commissioner in the exercise of his dowers under the bill under sub-clause (4) of this clause, the salaries ~nd allowances of the commissioner and the other persons appointed to assist him will be defrayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 5,000 per month 6 the pre-take-over loans giv~n by nationalised banks and financial institutions to the company are proposed to be protected outside the compensation scheme the principal amount due at the time (if takeover was rs 3585: l~hs the interest as appucable without compounding wul have to be paid the total amount to be protected wc'uld be approximate1y rs 8459 lakhs 7 provision in a-espect of gratuity amounting to rs 5370 lakhs is also proposed to be made outside the compensation scheme this would be assumed by the central government or by the government company as the payments on this account will be small amounts accruing from time to time and the amounts will be payable as and when the employees go out of service 8 the bill, if enacted and brought into operation, is not likely to involve any other recurring or non-recurring expenditure clause 31 of the bill empowers 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, etc, on the properties which have vested in the central government maybe given to the comm:ssioner of payments, the form and manner in which, and the conditions under which, accounts shall be maintained by the custodian or custodians and the manner in which the moneys ,in any provident fund, superannuation, welfare or other fund maintained by the company shall be dealt with bv the central government or the government   company 2 the matters il1 respect of which such rules may be made are matters of procedure and administrative detail the delegation of letslative power ios thus of a normal character -  bill - 10 provide for the acquisition and transfer of the undertakinp of the-addhra scientific company limited, with a view to securina the proper management of such undertakings so as to subeerve the interests: of the general public: by ensuring the continuity of production of ededtiflc instruments which are vital to the needl of the eowkry aad t for matters collftected therewith or incidental thereto (shri r venkataraman, minister of defence) 