( ) 'un r; j t"  bill no z3 pi 1979 the kosangas company (acquisition of undertaking) bill, 1979 f a billto provide for the acquisition, in the public interest, of the undertaking      or the kos4'ngtjs company and thereby to secure toot the ownership      and control of the means and resources for bottling, transporting,      marketing and distribution of liquefied petroleum gas are so                                                                                        dist~      buted as best to sub serve the commcm good and for matte1's                                                                                          00'1\-n~ted therewith or incidental thereto   whereas the undertakings in india of esso eastern inc, a foreign company, have vested in the hindustan pewoleum corporation limited (a government company within the meaning of the companies act, 1956) under the esso (acquisition of undelltakings in india') act, 1974; 1 of 1956 4 of 1974 40 of 1974 !s and whereas the agreement entered into hy the esso standard· eastern inc, on the 5th day of september, 1967, with the kosangas company then a partnership' concern (whereby the former appointed the latter as distributors in certain areas for sale of its liquefied petroleum· gas; packed in cylinders, to domestic, commet'cial and industrial 10 customers), as continued· by sub-section (1) ot section 13 of the esso (acquisition, ofl' undertakittgs in india)' act, 19'14~ and modifted under sub-aeation (2)' w1f that section; espli'ed on the 4th day of september, 1m; and wh1iiu!las it is expedient in the public interest to' acquire the 15 undertaking of the said kosangascompany; and whereas such acquisition is for giving e1i'ect to the policy of the state towards securing the princ:iple specified in clause (b) of> article 39 of the constitl,ltion a~ the ownership and control of the material resourc~ of·tb, community, to wit, the means and resourees aforesaid, would by reason of such acquisition become 'vested in the state and thereby so distributed and utilized as best to subserve the common good; be it enacted by parliament in the thirtieth year of the repubuc of india as follows: -s  chapi'er i pltelimrnaryshort title and 1 (1) this act may be called the kosangas company (acquisition of undertaking) act, 1979 (2) it shall come into ~orce at once 10 com~ meneement 2 in this act, unless the context otherwise requires,-definitions (a) "appointed day" means the date on which this act comes into foree; (b) "government company" has the meaning assigned to it by is sechon 617 of the companies act, 1956; 1 of 1958 9 of 1932 (e) "kosangas company" means the partnership firm registered under the indian partnership act, 1932, with head oftice at 53/57, lakshmi insur:mce building, sir ferozeshah mehta road, bombay-i, as it existed immediately before its dissolution on the 5th september, 1977; i 20 (d) "liquefied petroleum gas" has the same meaning as in subitem (2) of item no l1a of the first schedule to the central excises and salt act, 1944; 1 of 1944 (e) "the undertaking" means the undertaking in india of the kosangas company the right, title and interest in which have, on the 25 dissolution of that firm, vested in gocul gas private limited as sole proprietor thereof  chapi'er ii acquistion of the undertaking of kiosangas companytransfer and vest~ inginthe central 3 (1) on the appointed day, the right, title and interest of gocul30 gas private limited, in relation to the undertaking, shall stand transferred to, and vest in, the central government free from all encumbrances (j{)vern~ ment of fheundertaking (2) the undertaking referred to in sub-section (1) shall be deemed to include all assets, rights, leaseholds, powers, authorities and privileges 35 and all property, movable and immovable, including lands, buildings, works, workshops, acoommodation, shops and godowns, projects, stores, gas cylinders, quota rights, facilities for bottling and filling liquefied petroleum gas and transport, marketing and distribution thereof in bulk and in cylinders, regulator,;, valves, machinery, locomotives, automo- 40 biles, tank lorries, tank wagons, and other vehicles, liquefied petroleum ~as in process or in stock or in transit, bank balances, cash balances, reserve funds, investments, book debts and all other right!! and interests in or arising out of such property as were, immediately before the appointed day in the ownership, possession, power or control of gocul gas 45 private limited in its own name or in the narpe of· kosangas company in telation to or concerning the undertaking fn india, and all books of ac~ eounts, regrsters, records, correspondence flies, instruments (ine;luding agreements with dealers, sub-dealers and customers), assurances, maps, plans, sections, drawings, records of survey and all other documents of whatever nature relating thereto and shall also be deemed to include the 5 uabilities specified in sub-section (2) of section 4 but shall not be deemed to include-(a) the trade marks of kosangas company or designs registered in india in the name of kqsangas company; (b) any business carried on by kosangas company or gocul gas 10 private limited (including the assets and stock in trade forming part of that business) other than that relating to the bottling, filling, transpl>rt, marketing and distribution of liquefied petroleum gas (3) all property included as aforesaid in the undertaking which ~las vested in the central government under sub-section (1) shall, by virtue is of such vesting, be freed and discharged from any trusts, obligations, mortgages, charges, liens and other encumbrances affecting it, and any attachment, injunction or any decree or order of any court restricting the use of such property in any manner shall be deemed to have been withdrawn 20 (4) if, on the appointed day, any suit, appeal or other proceeding of whatever nature (which, under the provisilons of this act, could be instituted by or against the central government) in relation to the undertaking which has been transferred to, and vested in, the central government, is pending, by or against gocul gas private limited or 25 kosangas company, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertaking or of anything contained in this act, but the suit, appeal or other proceeding may be continued, prosecuted and enforced by or against the central government 30 4 (1) all liabilities, other than the liabilities specified in sub-section (2), of gocul gas private limited or of kosangas company or its partners in or in relation to the undertaking in respect of any period prior to the appointed day shall be the liabilities of gocul gas private limited 'lr of kjosangas company or its partners, as the case may be, and shall 35 be enforceable against it or them and not against the central government i (2) any liability of the undertaking arising in respect of-goculgas private limited bnd kosangas company to be liable for certain prior liabi\1ties (i) deposits collected from consumers for use of gas cylinders and pretlul'e replators, and from agents, and (ii) provision for gratuity to officers and employees employed in or in connection with the undertakings, and current uabuitiel relating to sundry creditors and accruedj expell88s of the undertaking lhall, on and from the appointed day, be the uabdlties of the central government and shall be d1scharged by the central 45 government (3) thr the removal of doubts, it is hereby declared that,-(a) save as otherwise expressly p1'ovi~d in this section or m any other section of this act, no liabilities other than the liabilities $l~ed in sup~tion (2), in r~~~:to the ~~ ~~t of any ~od lk'ior to the appoin¥ day, sh8u be enforceable aaainst the central goven:unent;  (b) no award, decree or :order of any court, tribunal or other authority or any settlement in relation to the undertaking passed 5 after the appointed day in respect of any matter, claim or dispute, in relation to any matter not refetted to in sub-section (2), which arose before that day, shall be enforceable against the central government; (c) no liability of the undertaking or of gocul gas private 10 limited and k:osangas company or: its partners for the contravention, before the appointed day, of any provision of law for the time being in force, shall be enforceable against the central government; (d) no liability of gocul gas private limited or kosangas company to the directors i()f gocul gas private limited or to the 15 partners o~ kosangas company, and no liability for income-tax of gocul gas private limited, or of kosangas company or the partners of kosangas company, whether or not any such liability relates to the undertaking, shall be enforceable against the central government 20 5 (1) every right or interest in respect of any property (including a right under any lease or under any right of tenancy or any right under any arrangement by agreement or otherwise to secure any premises or cylinders, regulators, valves or other goods for any purpose) held by gocul gas private limited immediately before the appointed day, shall, 25 special provisions as tocertain rights held before the appointed day no~withstanding anything contained in any other law or any agreement or instrument relating to such right or interest, vest in, and be held by, the central government on and after the appointed day on the same terms and conditions on which gocul gas private limited would have held it if no negotiations had taken place for acquisition of the und~rtak- 30 ing by the central government or, as the case may be, if this act had not been passed (2) if at any time after the 2nd day of september, 1977 (being the d~te on which the central government's policy for acquiring the uddeartaking was made known) and before the appointed day, kosangaa company lor gocul gas private limited surrendered or otherwise relinquish- 35 ed or created any right or interest in respect of any property (ia£luding a right under any lease or under any right of tenancy or a right under any arrangement by agreement or otherwise to secure a~y premises or any cylinders, regulators, valves or other goods for any pur- 4 pose), then, for the purposes of this act, notwithstanding any1hing con-0 tained in any other law or any agreement or mstrument relat41g to such ri~t or interest, the central government shall, on or after the appointed day, be entitled to such right or interest on the same terms and conditions on which kosangas company or gocul gas private limited wouid have been entitled to such right or interest if it had not surrel1delled or other- 45 wise relinquished or created such right or interest and this act had not been passed: , provided that nothing in this sub-section shall apply to any right or interest surrendered or otherwise relinquished or created by kosangas 50 company or gocul gas private limited before the appointed day for sufficient monetary codsideration (3) on the expiry of the term of any lease, tenancy or arrangement referred to in sub-section (1) or sub-section (2), such lease or tenancy or arrangement shall, ii so desired by the central government, be renewed or continued so far as may be on the same terms and conditions on which 5 the lease or tenancy or arrangement was originally granted or entered into removal of doubts 8 ,(1) for the removal of doubts, it is hereby declared that the provisions of sections 3, 4 and 5 shall apply to the extent to which any property appertains to the undertaking, and to the rights and powers 10 acquired, and to debts, liabilities and obligations incurred, and to cono tracts, agreements and other instruments made by kosangas company or gocul gas private limited for the purpose ~ the undertaking and to legal proceedings relating to those matters periding in any court or tribunal j 5 (2) if any question arises as to whether any property appertained, immediately, before the appointed day, to the undertaking or whether any rights, powers, debts, liabilities or obligations were acquired or incurred or any contract, agreement or other instrument was made by kosangas company or gocul gas private limited for the purposes of the under-20 taking or whether any documents relate to those purposes, or whether the provisions of section 5 apply in relation to any property, the question shall be referred to the central government which shall, atter giving a reasonable opportunity of being heard to the persons interested in the matter, decide it in such manner as it may think fit powerdt central government to direct vestingot undertaking in agovernment company 25 7 (1) notwithstanding anything contained in sections 3, 4, 5 and 6, the central government may, if it is satisfied that a government company is willing to comply, or has complied, with such terms and conditions as that government may think fit to impose, direct, by notification in the official gazette, that the right, title and interest and the liabilities 30 specified in sub-section (2) o£ section 4 in relation to the undertaking shall, instead of continuing to vest in the central gijvernment, vest in the government company either on the date of the notification or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification 35 (2) when the right, title and interest and the liabilities in relation to the undertaking vest in a government company under sub-section (1), all the rights and liabilities of the central government in relation to the undertaking shall, on and from the date 0:£ such vesting, be deemed to have become the rights and liabilities, respectively, of the government 40 company (3) the pr-ovisions of sections 3, 4, 5 and sub-section (1) of section 6 shall, so far as may be, apply in relation to such governme~t company as they apply in relation to the central government and for this purpose references therein to the "central government" shall be construed as 45 ref-erences to such government company  ,,- chapter iii payjrun'r of amountpay· mentof amount 8 • mae tradifer m; adti vesunr id, the ceatral govel'ludeilt, adder mett • a,  the uiideiuidilg, tile eeatral gevemmeat shall pay to goeul so gas private limited an amount of rupees tea tb8tll8lltl  chapter iv provisions relating to employeestransfer of services of existing employees 9 (1) every whole-time officer or other employee who was, immediately before the appointed day, employed in or in connection with the undertaking shall, on the appointed day, become an oftlcer or employee, s as the case may be, of the central government or the government com-pany referred to in section 7 (hereinafter referred to as the successor (iqvernment company) and shall hold his office by the same tenure, at the same remuneration and upon the same terms anti conditions and with the same rights and privileges as to gratuity and other matters as would 10 have been admissible to him, if this act had not been passed and if there had been no vesting of the undertaking and shall continue to do so unless and until his employment under the central government or successor government company is duly terminated or until his remuneration, terms and conditions of service are duly altered by the central govern- is ment or the successor government company, as the"""tase may be (2) if dny question arises as to whether any person was a wholetime officer or other employee in or in connection with the undertaking immediately bekre the appointed day, the question shall be referred, within a period of one year from the appointed day, to the central gov- 20 ernment which shall, after giving a reasonable opportunity of being heard to the person concerned in the matter, decide it in such manner as it thinks fit and such decision shall be final (3) notwithstanding anything contained in the industrial disputes act, 1947 or any other law for the time being in force, the transf-er of 25' 14 of the services of any officer or other employee, employed in or in connec-1947 tion with the undertaking, to the central government shall not entitle any such officer or other employee to any compensation under that act or any other law and no such claim shall be entertained by any coul't, tribunal or other authority 30 provident and other i funds 10 (1) where gocul gas private limited or kosangas company has established a provident fund, superannuation, welfare or other fund for the benefit of the persons employed in the undertaking, the monies rehtable to the ofrcers or other employees, whose services have been transferred by or under this act to the central government or the successor government company shall, out of the monies standing, 35 on the appointed day, to the credit of such provident fund, superannation, w~lfare or other fund, stand transferred to, and vest in, the central government or the successor government company, as the case loay be 40 (2) the monies which stand transferred under sub-section (1) to the central government or the successor government company, as the case may be, shall be dealt with by that government or successor government company in accordance with sqcb scheloe 88 the central gov· ernment may make in thi behau j i 45 11 (1) every contract entered 'into before the appointed day between gocul gas private limited or kosangas company in relation to the undertaking far any service, sale or supply and in force immediately before the appointed day, shall, unless terminated under sub-section s (2) within a period of two years from the appointed day, continue to be of full force and effect against or in favour of the central government or, as the case may be, the successor government company contract in bad faith or detrimental to the interest of central government or the successor (2) the central government may, if it is satisfied that any contract referred to in sub-section (1) has been entered into in bad faith or is 10 deterimental to the interests of the central government or the successor government company, it may make an order terminating or modifying (either unconditionally or subject to such conditions as it may think fit to impose for the purpose) the contract and thereafter the contract shall have effect accordingly: is ~ern­mentcom pany to be terminated or modified provided that no contract shall be terminated or modifted by the central government except after giving to the parties to the cantract a reasonable opportunity of being heard and except after recording in writing its reasons for such termination or modification  chapter v miscellaneous20 effect of act on other laws t2 the provisions of this act and any notiftcation, order or rule made thereunder shan have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument havin~ effect by virtue of any law other than this act or in ~~ any decree or order of any court, tribunal or other authority 13 (1) where any property appertaining to the undertaking has been transfierred to, and vested in, the central government or the successor government company under this act,-duty to deliver pos-hession of properties, etc (a) every person i~ whose possession, custody or control any 30 such property may be, shall, on a demand by the c'entral government or the successor government company, as the case may he deliver the property to the central government or the successo~ government company, as the case may be, forthwith; (b) any person who, immed,iately before such vesting, has, in 3s his possession, custody or control, any books, documents or' other papers relating to the undertaking, shalt be liable to account for the said books, documents and papers to the central government or the successor government company, as the case may be, and shan deliver them up to the central government or that company or to such per-40 son as the central government or that company may authorise in this behalf '(2) without prejudice to the other provisions contained in this section, it shall be lawful for the central government or the successor government company to take all necessary steps for taking possession of all 4s properties, which have been transferred to and vested in it under this act 1« any person who,-penalties (ar having in his possession, custody or control any 'property forming part of the undertaking wrongfully withholds such property from the central government or the suceesaof govemmt!llt company; or •• (b) wrongfully obtains possession of, or retains, any property fonning part of the undertaking; or (c) wiuully withholds or fails to furnish to the central govern-5 ment or the successor government company or any person authorised in this behal~ by the central government or that company, any books, documents or otlier papers relating to the undertaking which may be in his possession, custody or control; or (d) fails to deliver to the central government or the successor 10 government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the undertaking; or (e) wrongfully removes or destroys any property forming part of the undertaking; or is '(n- wrongfully uses any property forming part of the undertaking, shan be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to ten thousand rupees, or with both 20 offences by campanies 15 (1) where an offence under this act has lieen committed by a cmr'lpany, every person who, at the time the offence was committed was in charge of and was resjlqnsible to, the company for the cojilduct, of the business of the company, as well as the company,sballbe deemed to joe guilty of the offence and shall be liable to be proceeded against and punish- 2s ed accordingly: provided that nothing contained in this sub-section shall render any such person hable to clny pul'lishmeot, if he proves that the offence was committed without his knowledge or th8t he had exercised au due ditta gence to prevent the commission of, such offence 30 (2) notwithstanding anything contained in sub-section '(i), where any offence under this act has been committed by a company and it is proved that the offence has been committp-d with the consent or connivance of, or is attributable to any neglect on the part of any director, manager 3 secretary or other officer of the comnanv, such director, manager, secre-5 tarv or other officer shall be deemed to be jluittv of that offence and shall be liable to be proceeded against and punisbed accordingly explanation-for the purposes of this section,-(a) ucompany" means any body corpora1le and includes a'ii!'ttl or other association of individuals; and 40 (0) "director', in retation to a firm, means a partnerih theftrm 16 no suit, prosecution or other legal proceeding shah lie against the central government or the successor government company or any ef the oftlcers or other employees of that government or company for anything, wldch is in good faith done or intended to be done under this act 4' protection of action taken in good faith cognizance of offences it notwithstanding anything contained in the code of criminal procedure, 1973, no court shall tak~ cognizance of any;· o~ce against tits 2 of 1974-act except on a complaint, in wrlting, made by the centl'algovarnment or· an,' officer authtnised in this behalf ily"that government indemnity 18 every officer of the central government and every officer or other employee of the successor government company shall be indemnified by the central government or the successor government company, as the case may be, against all losses and expenses incurred by him in, or in s relation to, the discharge of his duties under this act, except such as have been caused by his own wilful act or default 19 ii any difficulty arises in giving effect to the provisions of this act, the central government may, by order, not inconsistent with the provisions of this act, remove the difficulty: power toremove difftculties provided that no such order shall be made after the expiry of a j 0 period of two years trom the appointed day 20 (1) the central government may, by notification in the official gaze~te, make rules to carry out the provisions of this act power to make rules (2) every rule made by the central government under this act shall is be laid, as soon as may be after it is made, before each house of parliament, while it is in session, for a total period 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 modifica-20 tion in the rule or both houses agree that the rule 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 {lr annulment shall be without prejudice to the validity of anything previously done under that rule esso stat1d~d eastern inc, a foreign compahf, had entered into a tontract with ko!lartgas corilpcu1y, then a partnership linn, for bottling, transporting marketing and distribution of liquefied petroleum gas pl'o-duced in their refinery the agreement expired on the 4th september, urn the partnetship of kosangas company was dissolved with ef!ect !tom the close of business on the 5th september, 1977, and gdetil (jas private limited has since been carrying on the business of kosangils company as sole proprietor 2 in implementation of the policy for progressively securing that the ownership and control qf the means and resources for bottling, transporting, marketing and ~istribution of liquefied petroleum gas an! also vested in the state and thttreby so distributed as ~st to sub'erve the coritri1on good, it is proposed to acquire the wldenaking of the kosang~ company vested in goeui das private limited as sole proprietor 1he biu, atcordiilgly, provides for the acquisition, in the p'ublic interest, by t~e central govert1m~ilt 6f the said undertaking provisions have also been iricluded et1abting the ceflttai govetnirt~nt to direct the vesting of the tinderlalong so ~cquired itt a qoernrli~t company, fot the conttnwirice ol the coott'acls eht~~~in~ i~ r~14~io~ tdih~ ~~i~ urlae~ foi: spy ,~ervice~ sai~ or supply i11 lnd18, and for the trajisfer o! the services of~ting whole-tune employees uf the' undettaldbg to' the cehttai dovemmeht of the said go-~@nlfnent coiiipdtty'·  '  new delhi; the 24th february, 19079 h n bahuguna  president's recommendation under article 117 of the constitution of indiacopy of letter no r-30023/1/77-mc, dated the 26th february, 1979 from shri h n bahuguna, minister of petroleum, chemicals and fertilizers to the secretary, lok sabha] the president, having been informed of the subject matter 01 the bill to provide for the acquisition, in the public interest, of the undertaking of the kosangas company and thereby to secure that the ownership and control of the means and re~urces for bottling, transporting, marketing and distribution of liquefied petroleum gas are so distributed as best to subserve the common good and for matters connected therewith or incidentalthereto recommends under article 117 (3) of the omstitution of india, the consideration of the bill by lok sabha clause 3 of the bill provides that on the appointed day, the right, title iftd lbtetett of gbciul gas private littlited in relation to it, undertaking as defined in the bill shall stand transferred to and vest in the celittil aoverttltu!ht free ~m all enctlthbi'llt1t!es clau~ 8 of nit! bm p1'ovl8~ thlt for the iransti!r to, atld vestitlg hi, of the fight; title ind inte1'6t tjf qo~ui gas private lirtiitm in the centril (jovethritentj tina~r tlauiu! 3 ttult obv~rnttlelit shtill pay to gocul gas private liritfted iii amount of rs 10,000 (rupees ten thousand only) this ifiiiodnt is payable by the central gqvemment to gocul gas ppvate limited as a qiletime payment 2 under clause 4(2) of the bill, the liabilities of the undertaking in respect of deposits collected from consumers for use of gas cylinders and pressure regulators and from agents, provisi<m for gratuity to qfticersand employees and the current liabilities relating to sundry creditors and accrued expenses of the undertaking (estimated at rs 47760 lakha) become the liabilities of the central government in the first instance but would under clause 7 of the bill stand transferred to a government company 3 the bill, if enacted, will invwve a total non-recrurring expendi'ture of rs 10,000 towards payment to gocul gas private limited 4 the bill, if enacted, will not involve any other recurring or non· recurring expenditure clause 20 of the bill empt>wers the central government generally to make rules to carry out the provisions of the bill the matters in respect of whreh such rules may be made are matters of detail which cannot be provided for in the bill itself the delegatiqn of legislative power ia of a normal character  a billto provide for the acquisition, in the public interest, of the undertaking of the kosangas company and thereby to ~ecure that the ownership and control of the means and resources for bottling, transporting marketing and distribution of liquefied petroleum gas are so distributed as best to subserve the common good and for matters connected therewith or incidental thereto (shri h n bahuguna, minister of pe~ro~um, chemicals and fertilizers) 