 the hooghly docking and engineering company limited (acquisition and transfer of undertakings) bill; 1984 arrangement of clauses chapi'er i preliminary clauses1 short title and commencement 2 definitiom  chapter ii acquisition and 'iransfer of the undertakings of the company3 transfer to, and vesting in, the central government of the under_ takings of the company 4 general effect of vesting 5 power of cent~al 'governme~t to' direct vesting of the undertakings of the company in an existing government company 6 transfe; 'of undertakings of the company from an existing gov- ernment company to a llewgovernrnent company 7 company to be liable for certain· prior liabilities  chapter iii payment of amounts8 payment of amount 9 payment of further amount  chapteh iv man~gel\ient  etc, of the undertakings of the company10 management, etc, of the undertakings of the company 11 duty of persons in charge of management of the undertakings of the company to deliver all assets, etc 12 duty of }'efsons to account for assets, etc, in their possession  chaptfr v provisions l\elattng to the· employees of the company13 continuance of employees 14 provident fund and other funds'  chapter vi commissioner of payments clauses15 appointment of commissioner of payments 16 payment by the central government to the commissioner 17 certain powers of the central government or the 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 to claimants 23 disbursement of amounts to the company ~4 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii miscej,lanedus25 act to have overriding effect  26 contracts to cease to have effect unless ratified by the central  government or the ·government company 27 prot~ction of action taken in good faith 28 delegation of powers 29 penalties 3q offences by companies ::11 power to make rules; 32 power to remove difficulties 33 repeal and saving the schedule  the hooghly docking and engineering company limited (acquisition and transfer of'" under- takings) bill n}84                                              a                                            bill to provide for the acquisition and tmnsfer oj the ~ndertakings of the      hooghly docking and engineering company limited with a view      t" secu,'l"ing the better utilisdtton of the available i1rfrg8truetwre thereof,      to1tlodernise and incre4se the capacity for shipbuilding and ship      repairing so as to reduce the import of ships, vessels and craft and to      augment the poroduction qf grey iron, non-ferrous and alloy casting      by the said undertakings s~ as to subserve the interests of the general      public by ensuring the continued sll'pply of the said articles which are      essential to the need of the economy of the ccmntry, and for matters      connec:ted therewith and incidental thereto whelleas the hooghly docking and engineering company limited is, through its undertakings, engaged in shipbuildini, ship repairtn, sen era} eneineering and other activities; and whereas the company has the capacity and infrastructure to effect an increase in the country's capacity to manufacture ships and other vessels and craft; ,and whereas an increase in the production of such vessels and craft wol11d reduce' the need of the country to make imports of such 5 vessels and craft and would thereby enable the country to save foreign exchan&e; and whereas the company is also engaged in the production of grey iron, non-ferrous and alloy castings which are essential to the, needs of the economy of the country; 10 and whp'j'eas the company had been suffering heavy losses for a number of years mainly due to lack of fresh investment and modernisation; and whereas further investment of substantial sums of money is needed to run and modernise the undertakings of the company: 15 but in view of the serious adverse financial condition of the company if is not in a position to secure such investment; and whereas the liquidation of the company, by reason of its inability to pay its debts, would prejudicially affect the country's capacity to manufacture such ships, vessels and craft and would there- 20 by be prejudicial to the public interest; and whereas in view of the position aforesaid it is necessary to acquire the undertakings of the said company to' enable the central government to make necessary investments for securing the proper utilisation of the available facilities for shipbuilding and ship repair- 25 ing (including the production of vessels and craft) and also for the produ!1ion of grey iron, non-ferrous and alloy castings which are essential to the needs of the economy of the country; be it enacted by parliament in the thirty-fifth year of the republic of india 8s follows:- cftapter i plu!:idan ary\ 1 (l) this act may be called the hooghly docking and engineering company limited (acquisition and transfer of undertakings) act, 1984  short title udcom- imiiciid8dl(2) it shall be deemed to have come into force on the 28th day of june, 19&4  \ i ' 35 z in this act, unless the context otherwise requires,-(a) "appointed day" means the date of commencement of thil act; (0) - 'commissioner" means ':he commissioner of payments appointed under section 15,; 10f 195' (c) "company" means the hooghly docking and engineering company limited, being a company as defined in the companies act, 1956, and having its registered office at 12, mission row, calcutta-700001; -(d) "existing government company" means $ government company which is carrying on business on the appointed day; (e) "new government company" means a government cpmpany formed and registered on or after the appointed day; 10 (f) "notification" means a notification published in the official gazette; (g) "prescribed" means prescribed by rules rrade under this act; 15 (h) "specified date", in relation to any provision of this act, means such date as the central government may, by notification, specify for the purposes of that provision and different dates may be specified for different provisions of this act; i of 1956 20 (i) words and expressions used herein and not defined but defined in the companies act, 1956, shall have the meanings, respectively, assigned to them in tilat act  chapter ii acquisition an!) transfer of the undertakings of the company3 on the appointed day, the undertakings of the company, and the ~ right, title and interest of thf;' company in relation to its updertakinp, 2;> shall, by virtue of this act, stand trilnsferred to, and vested iu) the central govenlment transfer to, add vestin,in, the colltral governmentol'the uddertatinpol the compaoy cre8eral effec:tof vestid, 4 (1) the undertakings of the company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all o property, movable and immovable, including lands, buildings, workshops, 3 stores, instruments, machinery 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 day in the 9wnership, possession, p()wer or control of the company, whether within or outside india, and all bgoks of account, 35 re~sters and all other documents of· whatever nature relating thereto (2) all properties as aforesaid which have vested in the central government under section 3 shall, by force of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, lien and all other ineumbrances affecting them, and any attachment, injunction,  decree or order of any court, tribunal or other authority restricting the 5 use of such properties in any manner shall be deemed to have been -withdrawn (3) every mortgagee of any property which has vested under this act in the central government and' every person holding any charge, lien or other interest in, or in relation to, any such property, 10 shall give, within such time and in such manner as may be prescribed, an intimation to the commissioner of such mortgage, charge, lien or other interest (4) for the removal of doubts, it is hereby declared that the mortgagee of any property referred to in sub-section (3) or any other per- 15 son holding any charge, lien or other interest in, or in relation to, any such property shall be entitled to claim, in accordance, with his rights and interests, payment of the mortgage money or other dues, in whole or in part, out of the "amount specified in section 8 and also out of the amount determined tinder section 9, but no such mortgage, charge, lien 110 or other interest shall be en~rceable against any property which has vested in the central government (5) any licence or other instrument granted to the company in relation to· any undertaking which has vested in the central government under section 3, at any time before the appointed day and in f,orce im- 125 mediately before that day, shall continue to be in force on and after such day in accordance with: its tenor in relation to, and for the purposes of, such undertaking and on and from the date of vesting of such undertaking under section 5, in an existing government company, or under section 6, in a new government company, the existing, or new, government 30 company, as the case may be, shall be deemed to be substituted in such licence or other instrument as if such licence or other instrument had b<:'en grante4 to such existing, or new, government company and such f'yisting, or nr!w, government company shall hold it for the remainder of the period for which the company would have held it under the 35 terms thereof (6) if, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to ",ny property which has vested in the central government under section 3, instituted or preferred by or against the company is p<>nding, the same shall not abate, be discontinued or be, 40 in any way, prejud~ial1yaffected 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 may be continued, prosecuted or enforced by or against the central government, or, where the undertakings of the company are directed, under section 5, to vest in an existing 45 government company or become transferred by virtue of the provisions of section 6 to a new government company, by or against such government company, i u) notwithstanding anything contained in sec~ons 3 and 4 and lubject to the provisions of section 6, the central government may if it ii satisfied that an existing government company is willing to comply, or has complied, with such terms and co~diti~ns as that government may 5 think fit· to impose, direct, by notification, that the undertakings of the company, and the !fight, title and interest of the company in relation to its undertakings which have vested in the central government under section 3, shall, instead of continuing to vest in the central governmellt, vest in that existing government company either on the date of publica-10 tion of the notification or on such earlier or later date (not being a date earlier than the appointed ~ay) as may be specified in the notification ~ntral gpvernmentto direct vestin, of the undertaldn,so1· the company in an existin, government cojdpldy (2) where the right, title and interest of the company in relation to its undertakings vest, under sub-section (1), in an existing government company, that government company shall, on and from the date of such 15 vesting be deemed to have become, and until the transfer of the undertakings by virtue of the provisions of section 6, to a new government compllny, be deemed to be, the owner in relation to such undertakings and the rights and liabilities of the central government in relation to such undertakings shall, on and from the date of such vestinj, be deemed to 20 have become, and until the date of such transfer, be deemed to be, the rights and liabilities, respectively, of that existing government company transferol uddertatidas of the companyfrom an exist-1111 government company to a new governmentcoid-pany 6 (1) notwithstanding anything contained in sections 3 and 4, where the undertakings of the company have been directed, under sub-section (1) of section 5, to vest in an existing government company, the c€mtral 25 government may, if it is satisfied that a new government company fs willfng to comply, or has complied, with such terms and conditions as that government may think fit to impose, declare, by notification, that the undertakings of the company be transferred to that new government company; and on the issue of such declaration, the right, title and interest 30 of the company in relation to its undertakings, which had been directed under sub-section (1) of section 5 to vest fn an existing government company, shall, instead of continuing to vest in that existing government company, vest in that new government company with effect from the date on which such declaration is made 35 (2) where the right, title and interest of the existing government company in relation to the undertaicings of the company ~st under subsection (1) in a new government company, that new government company shalt, on and from the date of such vf"sting, be deemed to have become the owner in relation to such undertakings and 'the rights l'ind 40 liabilities of the existing government company in re'ati'on to such undertakings, shall, on and from the date of such vesting, be deemed to have become the rights and liabilities, respectively, of that' new government company company tl> be liabel for certain prior liabilities 7 (1) every liability, other than the uability speciftedin sub-section 45 (2), of the company in respect of any period prior to the adpointed day, shall ~ the liability of the gompany and shall be enforceable against it and not against the central government, or where the undertakings of the company vest in an existing, or a new, government company, against such government company  ,50 (2) any· liability arising in respect of a4vanees from customers for shipbuilding and non-shipbuilding oj'ders shall, on and from the appointed ,lay, be the liability of tbe central government or of the existing, or new, government company aforesaid, and shall be discharged by that govern ment or, as the case may be, the existing, or new, goverllluent company (3) for the removal of doubts, it is hereby declared that,-(a) save as otherwise expressly provided in this act, no lialility of the company in relation to its undertakings, in respect 5 of any period prior to the appointed day, shall be enforceable against the central government, or where the undertakings of the company vest in an existing, or a new, cklvernment company, against such government company; (b) no award, decree or order of any court, tribunal or other 10 authority in relation to the undertakings of the company, passed on or 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 vest in an existing, or a new, government company, against such 15 government company; (c) no liability incurred by the company before tm appointed day for the contravention of any provision of law for the time being in force shall be enforceable against the central government, or where the undertakings of the company vest in an existing, or a 20 new, government company, against such government company  chapter iii payment of' amountspayment of amount 8 for the transfer to, and vesting in, the central govenlm~nt, under section 3, of the undertakings of the company and the right, title and 25 interest of the company in relation to its undertakings, there shall be paid by the centwgovernment to the company, in cash, and in the manner specified in chapter vi, an amount of rupees ,ix hundred and fifty lakhs  - payment oa ftlrtmr amount 9 (1) the amount specified in section 8 shall carry simple interest 30 at the rate of four per cent per annum for t"e period commencing on the appointed day and ending on tbe date on which-payment of such amount is made by the central government to the commissioner (2) the amoun~ determined in a{'cordance with the provisions 01 sub-sec1ion (1) shall be paid by the central government to the com- 35 nany in addition to the amount specified in section 8 (3) for the removal of doubts, it is hereby declared that the liabilities of the company, in relation to its undertakings which have vegted in the central government under section 3 shall be discharged from the amount referredio in section 8, and also from the amount determined 40 under sub-section (1) in accordance with the rights and interests of the creditors of the company 10 the gener:l !!uperintendencc, direction, control and management of the ~;{'f,j ,:, and business of th~' !mdertakings of the company, the right, 5 title ~nd interest in t'!la'lion to mdt~c~ have vested in the central government under section 3, shall,---m  - ele • oldie undertakiqs oldie company  (a)' where a direction has been made by the cel'ltral government under sub-section (1) of section 5, vest, on and from the date specifi<idin' such direction, in the existing government company io '!:' r's!,eehi~d therein; or (b) ',-,here a declaration ha::; been made under sub-section (1) : ~  of sectiotl 6, v('>st, ~on and from the du'te' of such ~latatlon, in th~ new govt'tnment company specified therein, tind the'tettpon the existing, or n~w, government company as the ca'lle 15 ~8;; be shall be entitled to exercise, to the exclusion of all other persom an such dowers and do all such things as th~ company is aut,hori!'led to exercise and do in ,relation to the undertakings owned by it, ' 11 (1) on the ves'tiri/t of the management' of tfte und'!rtakingsof tnecrimpanyin the existing, or new, governmtllt company, all persons 20 in charge of the managem~nt of the undertakings of the company lmme'd-fately before such v~ting, shall be bound to deliver to such ~ov·elnment company, all assets, books of account registers and otb'!r doolmenis in their custody relatln~ to '~he nndertakings of the company   , dutl'of perlciaiin ,cltaraeot rna  ldulof the ullliertakijlpof die oapayto dell\icr all all8ets, etc (2) the central government may issur such directions as it may 25 deem desirable in ~hp· circumstances of the case to the existin~ or new oovernment company and such government company may also if it is considered necessary so to do apply to the central government at any tfn'\efor instructions ~s to the mann~r in which the m:ana~ment of the undertakinf!s of the company shall he conducted or in relation to any 30 other matter luisinq in the course of <m<>h management dutyot persons to account for aueta etc, ill tbeir poueaslon n(l) any, pers0!l ,who haa, ~n the appoii?ted day in his possession or under his ('ontrol any assets, books documents or other papers relating to  any of the undertakings owned by the company which have vestedi;n the central government or in the existing or new, government 35 company th'rler this act ann which belong to the company or : w()uld h'wl' ~1 belonrred ·if the u'1dertakings owned by the company bad not vested in the central govemmcnt or such governml"nt company shah be ~tal)](· to ~('count for the said asseb; books documents and other papers to the central government or the government cnmpany and shall  40 deliver them up to the central government or the government company or to such penjdn o~,persons as the central government or the govern-_ ment company may specify in this behalf (2) the central government mav take or cause to be tak!"n all necessary steps for securfn~ possession~f the undertakinfi!<; "f the coinpany 45 which hvve vested in it under section 3 (1) the company shan -within svch period as the central govel'nrnent mav nllow in ihis behalf furnish to that government ::i complett'l inventory of all its properties and assets, as on the appointed day, ~­taining to the undertakings which have vested in the central governmerit under section 3, and, for this purpose, the centrw government or the exi9ting,or new, government company sh~l1 afford to the company all reasonable facilities 5  chapter v ·'i, t,  provisions relating to the employees of 'i'kb company,,'j, \ conti 13 (1) every person who has been, immediate1y before the apnuance of pointed da::, employed in any of the undertakings of the company shall employees ' 10 lecome,- , (a) on and from the appointed day, an employee of the central government; and ' (b) where th,e undertakings of the company are vested in an existing, or a new, government company, an employee of that company on and from the date or sl}ch vesting, 15 flnd shall hold, office or service under the central government or the existing, or new, government company, as the case may be, withihe s:mre rights and privileges as to pension, gratuity and other matters  would have been admissible to him if there had been no such vesting i ani shall continue to do so unless and until his employment under the 20 central government or the existing, or new: government company, as the case may be, is duly terminated ,or unt,il his remuneration and other conditions of service are duly altered by the central govemmenf or the existing, or new, government company, as the case, may be:' provided that, unless any extension 'of service is granted to such 25 pemlol'l 'after the appointed day in accordance· with the rules in that hehalf in force for the time being, such person shall retire compulsori'y from the service of the central government or the existing, or n?w, c'tovel'nment company, as the case may be,-(a) where be has 3ttai~ed or attains the a~e of flfty-eight 30 vears be-fore, or on, or within a period of three months from, the npoointed day, on the date of expiry of the said period of three months or on the, date on which he shall retire compulsorily from service in accordance with the conditions of, service applicable to him, immediately before the appointed day, whichever date is 35 f'<lrher; (b) in any other c?se, on his attaining the age of fifty-eight years (2) notwithstanding anythin'~ contajned itt the industrial disputes art, 1947~ or in any other law' for the time being in foree, the 40 14 of 1941 transfer of the services of any offi{'er or other perl'lon employed in any i;nnr',takin~ of the company to the central government or the exi~ ing, o'l' new, gove-rnment compan~1 shall not entitle such offic~r or other employee to any compensation under this act or under any other ,law for the time being in force and no such claim rhall be enter- 4~' t!lined hy nny court, tribunal or other authority, provident fund,and other funds 14 (1) where the company has established a provident fund, superannuation fund, welfare fund or any other fund for the benefit of the persons employed in any of the undertakings of the company, the monies relatable to the officers or other employees, whose services; 5 have become· trclnsierred, by or under this act to the central government or the existing, or new,' government company, shall, out (if the momes standing, on the appointed day, to the credit of such provident fund, superannuation fund, welfare fund or other fund , stand transferred to, and shall vest in, the central government or the 10 government company, as the case may be  (12) the monies which stand transferred· under sub-section (1) to the central government or the existing, or new, government ·company, as the case may be, shall be dealt with by that government or that company in ruch manner as may be prescribed  chapter vi commlssioner of payments15 (1) the central government shall, for the purpose of disbursing the amounts payable unded sections 8 and 9, by notification, appoint a commissioner of payments appointment of commissioner of payidents 20 (2) tlte central government may appoint such· ott1er persons as it may thibk fit to assist the commissioner and t~reupon the commissiellel' may authorise one or more of scuch persons also to exercise all 01'" any of the powers exerclsableby him under this act and different persons may be authorised to exercise diiferent powers 25 l3) 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 this act and not by way of authorisation 30 (4) the salaries and allowances of the commissioner and other persona appointed under this section shall be defrayed out of the cod-solidated fund of india 16 (1) the central government shall, within thirty days from the specified date; pay, in cash, to the ~ommissioner, for payment to the 35 company-j'aymeot by the central government (a) an amount equal to the amount specified in section 8, and to the commis_ sioner (b) an amnunt equal to the a~unt payable to the company under section 9 (2) a deposit account shall be opened by the central governlnent 40 in favour of the commissioner, in the public account of india, and every amount paid under this act to the commissioner shall be depo&ited by him to the credit of the said deposit account and the said deposit· account shall be operated by the commissioner (3) records shall be maintained by the commissioner in respect of 45 the undertakings of the company in relation to which payment has been made to him under this act (4) the interest accruini on the atll;)wlt staniling to ~ cr~dit,~f the' deposit accou~t'referred to in sub~section (2) sb8il enure to the bem~ftt elf the com any ': ' ',,' , " ,," " <,' p , " '",,,, " ' u (l),the ~entral government or thef,uusting, or nem, ~gbverti1tlen,t <>ompany, as'ttw ca8e may be, shall be 'entitled to receive ~p to the speci~ t', ilecicia1e, tqlj:ie ~xclusion otah other penions, any money'fi'ue': t'o the " ; certai ' powers of t,ovemment io the company ~upany, in rel&~ion to i16!undel1:akines which hllye'vested ii1,t~ centra! ij,lovernment or sut:h govemment ,('ompany, and :realised after' the app0ll1tedciay, nolwithstanding that the realisation pertains to' a peridd, prjor to the appointed day , ' ,  ' '10 \~) 'fhe cenlralgovern~nent or the existing or new, government  cqmptny,as the case may oe, may ~ke a claim to :t4ec~mnliiiliiollejfw!ta, 'n:i~'u tuevel~y payu11mt madeby~nat liov,ernmentol' iiovermnent q01b" pany, atterjle aplx,-l,lllled aay lor ,cilschal'glllg any ~tullty oltae ~ompany • 1 j'cauon to any period prior to tile appomted aay; and every such claim 15 shall nave priority in accordan~e wah, me priorities attachlng, under this i ~ act, to tne malter 10 reiation lv whlch such liabibty has been discharged by the central governmet1'~or the government l:ompany (j)i:tavc a& oth~rwise provwed in ,tlus, aet~  tileltabilitie& ofl the t;olllpiul,y, m 1'1i~t,~ any tl·anl::ililc~lvn, pnoc '$) the, appointed day,' 'whidl 20 nave not been dischargec1 on of -before the speciii:ed,tlate,' shttu 'be"th~ liabilities of the company -  \ ! ') ~ f i" "la, ev~ry pe~so~ ,pr-vms, ac~aim :~n'tl{lei coz,npany:wij4,!rejaj:q, to ~9y ot the ma~~~ specl1j,trd ~~l thf! ;:),~l~dlu~£lcrt~n4lu ~w ~e,: \4q~tu'~ ~~i"'ul,pofth,o c~~y shal~ 'prefer,su~l1 ~lo,~~ol'e 4wigolullllwollil-l' z5 within thil'ty days from ~,s~'c~ll~d,~te: ,; \ "h", 1"" ,':::'i'i,! aaint~ 10 he made to the commissioner provided that if the commissioner is satisfied that the clainutnt was pnrvehted, by sufficient cause 'fiom 'preferring the claim  within the saia p~i'lod of thirty day, he iru1y 'entertain the clain1 with ill a further peridd of hurty days and not ther~after \ : ' " , 30 19 the claims, made under ,section 18 shall have  ;priol'~ties in priority of claims i:~ol'darlce with the following principles~ nam;iy:~' " , \11 i ; -                ',t", -                                                                          ",,'                                                                                                 ;:,' ;\! '~i,                                                                                                                                             ~ • ;",~,                                                                                                                                                                       ';t'!                                                                                                                                                                                       -"';~~       (a) category i shall have precedence over'l~lt othetlca'wgoh~s and category ii shall have, precedence over catt;g()ry 1~l, ~d                                                                                    ~~ on;      (b) ,the claims spe<-ified' in each of the categonessh'all rnrtk' equally 35 and be paid in full, but, if me amount is insufficient to meet such \, claims in full, they shall abate in equal proportions and be paid accordingly j and                                                                                                              (c) the question of discharging any liability                                                                      with regard to a matter specified in a lower catc~ory shall arise only if a surplus 10 is left after meeting all the ,liabili ties specified in the immediately                                                    ,                                                                                                                                              '                                                                                   "                                                                                     ' higher category                                                                                        :\ ellamina-  ,  tiod of daiml_                                                                                                                                      " '         20 (1) on receipt of, the claims ,~ade jul4er                                                                                                          sect~on                                                                                                                           1~1': th~ commissioner !:lhall arrange the claims in the order of priorities speci-iled ih the schedule and ~xatriine tl,<,                                                                             same in accordance' with such 45 erder of priorities     (2) if, ph, rxaminatioll, ; o~ the claims, ,tht}, commissioner is o( q'piujon t4a\ tate, q{no"nt vaic;jtp·, h~ un~r, thii"a~t is llqt suft\ciellt l'u> ~~( ~e,'li~~~it~i?,$pecified, in an)'! lower  ,category"                                                                           he, shall not ,be ~!9~~e~ t9 ~xanune the c,laims ill respect of such ~owef cat~goj;y , ' , '5 21 (l) after examining the claims with reference to the prioriti,~,~, set i 9~~, in tl}~ s~hedule, thec;::ar,nmi~sipner shall ,fi~ a certain ',date on 01' ior,e which every claimant i shall file th~, pwof  , of his cl~ilil ; q j ~,! , ; , \ \ \' "   r -j - •  ad~si»on or rejec-: i' 'i ,,(2) l';qt less 'ih~n fourteen days' notice of the date sodixed> shall be given by advertisement in one issue of any daily newspaper io in the english language having circulation in the major part of the tion"q~" claims c~flt,t;y and one issue of an~, daily, newspaper in, such,regional, langu-ag~, ~s t~e ,c~mmissi\lih!r mtayconsider suitable, an4 every, ,such nptice shau" call \lpoll the claimant to file the proof ,of his claim with thq commissioner within the period specified in the advertisement, " t5' ,(3), every claimant whofails to file th~proof ~f ,~s c1~im ;within the, time specified by the' commissioner 5ltali be excluded trom th~ dis-, bursem~nts' 'made' 'by' the commissioner ' , ' , " !'" , ,,' , , , , (4) the commission~r shali, after such investi"ation as ~ay, in hlsijpi~idn,be necessary and after 'giving the company an opportu-20 nity' of refuting the claim and after giving the claimant' a reas'on~b~e opp6rtunity 'of' being heard,' by order'in wtiting admit or reject the cla~m in whole or iu part i ~ (5)" the commissioner shall have ,the power, to 'degulat-e bis own pr(lcredufe i in, all ,matters al'isulg out 0-£ the clischarge of his functions, ' 25 including th~ place or places at which he may, hold his sittings and shall, , ~(i~ the purpqse of, making lul, investigation under this act, h~ve t~~ :;;am~ pow:er;s aa ~re vested in a civil court under ,the code of 5 of 1908 civil pro!!eawe" 1908, while trying a suit, in respect of the, following matters, nam~jy,:~ go (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 , 'irultel'ial object producible as evidence; - ) !! ~  ' iii i , ,ee) ,the reception of, evidence on affidavits; 35 '(d) the issuing (wany commission for the examination of witnesses " (6) any investigation before the commissioner shall be deeil'led to , be' '8 ' judi8al ,proceeding within the meaning of ,sections 193 and 228 45 of 1860 ' of ' the 'trlcl'iart :penal code and the commissioner shall be deemed to be 2 of 1974 40 a, ~ivl1' court for the purposes of section 195 and 'chapter xxvi of the c();leof criminal procedure, 1973 ,(7) aciaimant, who is dissatisfied with the decisjon of the com  ~r11f,sionel' may, prefer an appeal against the decision to the principal rivil court of oririnal jurisdicti()n within the local hmits of whose jurisdiction the registered office of the company is situated: 45 provided that where a person who is a judie of a' hiih cow-t is appointed to be the commissioner, such appeal shall lie to the hih court exercising jurisdiction over the place in which the registered office of the company is situated and such appeal shall be heard and disposed of by not less than two judges of that high court ·z2 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 pnsons to whom such amount is due and on such payment, the uabili ty of the company in respect of such claim shall stand discharged disbursement of money by the commissioner to claimants 23 (l, 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 speeifted in the schedule, the commissioner shall disburse s~ch balance to the company disbursement of amounts tl the company (2) where the possession of any machinery, equipment or other 15 property has vested in the central government or the existing, or new, government company under 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 existing, or new, government company to continue to possess such machinery or equipment or flo other property on the same terms and conditions under which they were possessed by the company immediately before the appointed day undisbursed or unclaimed amount to be deposited to the general revenue account 24 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, shalt' be w-ansferred 25 by the commissioner, before his office is finally wound up, to the general revenue account of the cen~ral government; but a claim" to any money so transferred may be preferred to the central government by the person entitled to such payment and shall be dealt with as if such transfer had not been made, and the order, if any, for payment of the c:;laim, being treated as an order for the refund of revenue 30  chapter vii m't6o£llannousact to have overriding effect 25 the provlslons of this act shall have effect no,twithstanding anything inconsistent therewith contained in any other law for the time 3 being in force or in any instrument having effect by virtue of' any law, 5 other than this act or in any decree or order of any court, tri1?unal or other authority 26, every contract entered into by the company in relation to its undertakings, which has vested in the central government under section 3, for any service, sale or supply and in force immediately before the 40 contracts 1o cause to have effect unless ratified by the central government or the gov emment company appointed day, shall, on and from the expky of one hundred and eighty days from the appointed day, cease to have effect unless such contract is, before the explt:y of that period, ratified, in writing, by the central government or th~ existing, or new, governmen:t company, in which such 45 undertakings have been vested under this act, and in ratifying such contract the central government or the government company may make such alteration 01' modification therein as it may think fit: provided that the central government or such' government company &hall not omit to ~atify a contract and shall not make any alteration or modification in a contract-5 (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 the government company; and io fb) except after giving to 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 17 (1) no suit, pl'osecution or other legal proceeding shall lie against pro~ion the ce~trlll government or any officer or otber employee of that governof action ment  or the existing, or new, government company or other person twd in 15 authorised by the central government or the government company for load faith anything which is in good faith done or intended to be done unqer this act '(2) no suit or other legal proceeding shall lie again~t the central ~vernment or any of its officers or other employees or the existing, or '20 new, government company or other person authorised by the central government or the government company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this act 28 (1) the central government may, by notification direct that all - delegation or any of the powers exercisable bv it under this act other than of 25 the powers conferred by this section, se"ctlon 31 and section 32 may also powen be exetclsed by such person or persons as may be specified in the notification (2) whenever any delegation of power is made under ~ub-section 30 (1) the person to whom such power has been delegated shall act under the direction, control and supervision ·of the central government 29 any person who,-penalties fa) having in his possession, custody or control any property forming part of the undertakings of the company, wronrfully with-110lds such property from the central government or the ex,isting, or new, goyernment company; or (b) wrongfuliy obtains possession of, or retains, any pt'operty forming part of the undertakings of the company; or (e) wilfully withholds or fails to furnish to the cenf;ral government or the existing or new, government company or any per-40 ron or bqqy of persons ~ecifted by that government or the government company, as the case may be anv document relating to the undertakinrs of the company which may be in his possession, custody or control; or  (d) fails to deliver to the central government or the existing, 45 or new, government company or to any person or body of pei'llons :;peciftecl by that government ot the government cgmpany aay  assets, books of nccotmt, registers or' 6ther 'd~utnerits in t1f~" po~s­slo1'1, cu!:itc'ldy ()r<~nn!t'nl n~1~1illg to the undertakiylgs'onhft'c~p~~~ or ' ':,! ~; ;~t~ tf!"l~~rl)f~dl' (e) wrongfully r~move$ or d~stroys li,!)y w:opemyt fc(ljwing part 5 qf the,undertakings of the company; or " ; )"'("" ,' ,(\ ;ii~ , <f> ' prefers any claim under this act i which") bel' knows or has reasonable cause to 'be1ievl~ to be false or grossly inaccurate, , ,ir' t ,1\ shall be punishable with imprisonment for a term whlsh m~y e~t,epd to two years, or with fine which ,may extend to ten thou~at)~ r~~1 or with both '10 !:,', 30 (1) where an offence under this act bas beejl c~milli,tted by a corr'lpa~y, every person who, at the time the offence was ,c~~)~i was in charge of, find was responsible to, the company, for, jbe 'coi;tduct of the business of the' com ph ny, as well as the compa~y, shaltb{a~~¥e~ ~s to be guilty of the offence and shall ~e liable to be proceeded agabist '  and punished accordingly:   " l' , 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 duedili, gence to prevent the commission of such offen~ go (2) notwithstanding anything contained in sub-section (1), where any offence umler this act has been committed 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,manager secretary '01: other ofticer of the company such direc- 25 tor manager, secretary or other officer shall be deemed to be guilty of that offen('e and shall be liable to be proceeded against and" punished accordingly  explanation-for the purposes of this section,-(a) ucompany" means any body corporate and includes a ftrm 30 or other association of individuals; and (b) "director", in relation to a ftrm, means a partner in the finn 31 (1) the central government may, by notification, make rul~s foj;' carrying olit the provisions of this act 35 power 10 make raj- (2) yn p9rticular, and without prejudice to the generality of the fore  " going power, such rules ml;ly provide for all or any of the feuwlng matters, namely:- (a) the time within which and the manner in which, an intimation sheil be given to the commissioner under sub:"ct1on (3) of 40 sec:tion 4:  (b) the manner in which the monies in any provident fund or other fund' under section 14 shall be dealt with; , (e) any other matter whfcr is required to be, ,or maylh!;preao crtbed   '  45 (3) every rule made by the central gcm!rnment under ',this am; shall be laid,u soon as may ·be after it is made; ~ ~: ltotise of p8fuamel1t, whlle it is in !essfon, for a ~otal pel1~ of" thirty daylll which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immedi~tely following the' 'session or the successive sessions aforesaid, both houses agree in malting any modification in the rule or both houses agree that the rule 5 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 modificii-tion or annulment shall be without prejudice to the validity of anything previously done under that rule 32 if any difficulty arises in giving effect to the provisions of this act, the central government may, by order, not inconsistent with the 10 provisions of thi!; act, remove the difficulty; } i:werto ;emove aifficul fils provided that no such order shall be made after the expiry of a period of two years from the appointed day 33 (1) the hooghly docking and engineering company limited rl'pcal and 7 ef 1984 15 (acquisition and transfer of undertakings) ord,tnance, 1984, is hereby saving repealed (2) notwithstanding such repeal, anything done or any action taken under the said ordinance shall be deemed to have been done or taken under the corresponding provisions of this act  the schedule20 (see sec:tions 18, 20, 21 and 23)  ordo of priorities i'or the discharge of liabilities of the companyccteg01'y 1-(a) wages, salaries and other dues payable to the employees of 25 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 arrear under any law for the time being in force 30 category il-loans and interests for which government of india have givpd guarantees to the public financial institutions category 111-secured loans with interest advanced by-(4) public financial institutions; 35 (b) banks categ01'y iv-statutory dues category v-unpecured loans with mterest advanced by tb,e public financial institutions, banks or other creditors  category vi-any credit availed of by the company for the pucpose of carrying on any trading or manufacturing operations  category v ii-any other loans or dues  statement of objects and reasonsthe hooghly docking and engineering company limited consists of two production units, namely, salkia works at salkia, howrah and port engineering works at howrah the company is engaged in shipbwlding and ship repairing and in the prqductionof grey iron, non-ferrous and alloy castings more than 2,500 persons are employed in the aforesaid two units 2 the units had become sick ever since mid sixties and assistance from the industrial reconstruction corporation of india (irci) was made available to it from 1973 onwards it was being managed by irci since then however, the units continued to be sick due to lack of adequate finance for working capital fresh investment andtnodemisation inter:' est burden, which continued to mount owing to accumulated losses, created further difficulties irc! also found it no longer possible to finance the units further employees' dues and other payments went into arrears wages of the employees could not be paid in time because of the uncertainty about the future of the company, many technical and managerial personnel left the company it became difficult to keep the company's operations going 3 the revival of the undertaldngs by restructuring the capital was considered to be an immediate necessity for the purpose of securing the better utilisation of the infrastructure of the undertakings to modernise and increase' the capacity for shipbuilding and ship repairing so as to reduce the import of ships and to augment the production of grey iron, non-ferrous and alloy castings by the said undertakings so as to ensure the continued supply of the said articles the revival was also considered neces<;ary to save the workers employed in the undertakings from unemploylnent  i ,'among ,the various alternatives, acqwsitiol'l and transfer of the undertakings by the government was considered to be the only effective alternative to achieve the process quickly followed by a modernisation ,programme involving substantial capital expenditure the hooghly d~king and engineering company limited (acquisition and transfer of unciertakings) ordinance, 1984 (7 of 1984) was accordingly promulgated on the 28th june, 1984   4 thebiu seeks to replace 'the aforesaid ordinance nl:w deliii; narayan datt tiwari the l~h july, 1934  president's recommendation under article 117 of the constitution of india [copy of letter no1 (12)/83-he n, dated the 24th july, 198 from shri narayan datt ti~ari, minister of industry to the secretary-general, lok s~bha:]  ::i ' tbepresident; having beeq informed of the subject matter of the hooghly decking and engineering' companytjmi~d (acquisition' and transfer· oic;underlakings) bill, 1984, recommends under clauses (1) and (3) of article 117 of the constituijqn the introductton of the said bill, ·m:and, its consideration! by lok' sabha clause 3 of the bill provides that, on the appointed day, the right, title and interest of the company in relation to its undertakings, sh,,:u stand transferred to, and vested in, the central government 2 under sub-c)a'qse (2) of clause '1 of the bill, any liability ufini in respect of advances from customers for shipbuilding and non-shipbuild,ing orders shall, on and from the appointed d~y, ie, on and from the 28th june, 19m, be th~liabuity of the central gove,rnment or of the existing, or new, governm~t company in which the undertakings stand vellted it is estimated th8t this amount is likely to be of the dreier of & 1,7,90 lakh$ 3 cla~se 8 of the bill proyides fllr payment in cash an @wunt of ru~s ,ix hun~red and fifty lakl;ls for the tr~r to, and vesting in, the central ~o~~~ th~ right, ti~le and inter,  t of the company in rela  ti()n ~9 its uncler~~~~ , 4 sub-clause (1) of clause 9 of the bill provides for payment of simple interest at the rate of four per cent per annwn on the amount pacified under clause 8 for the period commencing on the appointed day add ending on the date on which payment o,f such amount is made by the central govemment to the commissiorier of payments it 18 esti ldated that tb1s amount will be of the order of rs 220 lakhs per month 5 clause 15 of the bill provides that the 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 that th~ salaries and allowanees of the commission~ and other persons appointed under the said elilu8e shall· be' ~fraye,d out o~ tbe con!lpli-:-dated f\md of india the ,estimated experiditure otl this a(:~ounf is li~y to be of the' order 'of lis 25,000 per month ' 6:' fudds will18o have to be provided 10 the existing, 0, new, gov~m­ment·~y in which t~ unctertal,dngs of th~ hf?oihiy dq~ldng,tn4 erlgiaeering company limited'stand vested, towards rectincation·, 01 immediate deficiencies durin,g phase j period, and layout of 'the units, transfer of technology and provision of ~alancing ecjui~nt, when required during phase ii period the estimated cost of impl~menting ph~~ ,ian~ p~s, ii w01lld be around rs 800 lakhs " ,  7 it is anticipated that all the liabilities specified in ,the schedule to the bill are not likely to be discharged fully by the commissioner i)f payments out of the amounts paid to him under the provisions of the 3m· tile central ~v~nm~, propo'~8to assume some of -the' undis~ charged iiabuities, suc)l ," rtp'yj;dent of' secured loans advanced by the banks and the financial institutions anc:i tbeiuterest thereon for thls- pwpose, the liabilities on ~c~o!lnt' ~(~~~rest "on ih~ lo~ ~ p"p" ~!to be assumed t1p to the appomted day in respect of all ~ l~' except the ones advanced under the guarantees given by thecentr8i government where the ip',teres~ ~~9i~ ~l pit, 'ms~qd in;tenns of :-~r::~"f::' t~~:::~'::h!~=:'~':'! hi& report'  " " , , '8 ftebiu,-h enl\cteti,fj ~~f!ljt!ly'¥> ~~ffivo~y "er ~g ut' non-reculrmg expenditure ' "  i:  ~ "  clause 31 of the bill empower!; the central government to make rut to carry out the provisions of the bill the matters in respect of which rules may be made, inter alia, relate to the time within which, and the manner in which, intimation, regarding any mortgage, charge, lien or other interest in, or in relation to, the properties which have vested in the central government under clause 3 of the bill, shall be given to the commissioner of payments and the manner in which the moneys in any provident fund, superannuation, welfare or other fund maintained by the company shall be dealt with by the central government or the existing, or new, government company, as the case may be 2 the matters in respect of which :owes may be made are matters of procedure and administrative detail the delegation of jegi~lative power is thus of a normal character  a billto provide for the acquisition and transfer of the undertakings of the hoogbly docking and engineering company limited with a view to s~curing the better utilisation of the available infrastructure thereof to modernise and increase the capacity for shipbuilding and" ship repairing so a3 to reduce the import of ships, vessels and craft and to augment the production of grey iron, non-ferrous and alloy castings by the said undertakings so as to subserve the interests of the gene- raj public by ensuring the continued supply of the said articles which ate essential to the needs of the economy of the country, and for matters connected therewith and incidental thereto (shri narayan datt tiwa~i, minister of indwtry) 