of unlbh'j:al'  ings) lill, 1983 (to be/as lntroouced in wk sabha) ; 1 - pa&e 2) -agalnst line 32;  lnsert tne marginal: citaiion,-"1 of 195'" 2: ?as6 5, line 15,-for "sev~ntj-eighty" read iiseventy-t-loe,htll 3 page " llnes 37 and 38,-for lia!lopinte(:n read "appointed" ire paise" 8, llne h~-for "ensure" n; ad "€:nure," (i) for "i;:, " ~~ "in" (1i) 1'ot' "catoegorv" rea!! "category" 6 paf~ 11, ~ine 28,~ "to" "ft~ellf[i~ls" lnsert pao~: 12, line 44,-for "be" read "bytt 8 f~ge 13~ line ~)-for "dee-lllend ii re:;d udel::::med" 9 page 13, 1:ne 23:-, for li,prlcipal" read iiprincipw" 10 pabe 13, line 3',-for "any" ~ ~iany" 11 page 13, l~ne 38,-for "ally" ~ "jany" new dllt11 i november 29 12~j_  the transformer and switchgear limited (acquisition and transfer of undertakings) bill, 1983 arrangement of clauses chapter i preliminary clauses'1 short title and commencement 2 definitions  chapter ii acquisition and transfer of the undertakings of the company3 transfer to, and vesting in, the central government of the undertakings of the company  4 general effect of vesting 5 central governmcl,1t dor andrew yule not to be liable for p~or liabilities 6 power of the· central government to direct vesting of the undertakings of the company in andrew yule  <chapter iii payment of amounts7 payment of amount 8 payment of further amount  chapter iv management, etc, of the undertakings of tile company9 management, etc, of the undertakings of the company 10 duty of persons in charge of management of the undertakings of the company to deliver all assets, etc 11 duty of pf'rsons to account 'for assets, etc, in their possession  chapter v provisions relating to nle employees of tile company12 continuance of employees 13 provident fund and other funds  chapter vi commissioner op paymintsm '€u\jsbs 1'4~ appointment of commissioner of paymeets 1'5 payment by the central government totbecobunislioaer 16 certain powers of the central oovernment or aacirew yiiie 17 oaims to be made to the commissioner 18 priority of claims 19 examination of claims 20 admission or rejectioa of claims 21 aisbursement o( modey by the commissioaer to claimadts 22 disbursement of amounts to the compally 2l undisbursed or unclaimed amount to be deposited to tho paeral revenue account  chapter vii miscbllaneous24 act to have overriding effect 25 contracts to cease to have effect unless ratified by the central government or andrew yule 26 protection of actioa taken in jood faith 27 delegation of powers 28 penalties 29 offences by companies lo power to make rules ll power to remove difficulties 32 repeal and saving the schedule  the transformer and switchgear limited (acquisition and transfer of undertakings) bill 1983 a brl10 provide for ~ acquisition and transfer of the undertakings of the trans-      former iiiid sw;tchltfdr limited with a view to securing the be iter utilisa-     lion of the a\'ailable infra-structure thereof and to modernise and augment       the production of transformers, switchgears and other                                                                              allied                                                                                        electrical      equipments by the aid rildertakings so 4'1 to subserlle the interests of th,      general pubuc by ensuring the continued supply of the aforesaid articles      winch fit elmnt to the needs of the economy of the country and for      mdlters connected tlt6ewith tlr incidental therelo wheuas the transfonner and switchgear limited are engaged in the production of ~erlain articles mentioned ;n the first schedule to the industries (development and regulation) act, 1951\ under tbe beading "electrical equipment"'; and whereas the company had been suffering heavy losses for a number of years with the result that a majority of the workers of the company had been laid off and the affairs of the company are being managed in a mander prejudicial to the interests of the company and the public ~nterest; and whereas for the purpose of securing the better utilisation of the 5 available infra-structure of the undertakings of the company and for modernising and augmenting the production of transformers, switchgears and other allied electrical equipments by the said undertakings, investment of a large amount is necessary;  and whereas it is necessary to acquire thc undertakings of the trans-10 former and switchgear limit~rl to enable the central government to have such investments made so us to slibserve the interests of the general public by the continuance by the undertakings of the company of the production and supply of the aforesaid articles which are essential to the needs of the economy of the' country; 15 be it enacted by parliament in the thirty-fourth year of tile republic of india as follows:- chapter ipreliminary : ' , aart title j (1) this act may be called the transformer and switchgear limit- 110 -- cd (acquisition add transfer of undertukings) act, 1983  ••• $1'1 (2) it shall be deemed to have comcidtofol'ge, oa - :tbo8tb day of november, 1983 , ~ ~,  ( 1 in this act, unless the context otherwise requires,-j (a) "andrew yulc" means andrew yule and company limited, 25 calcutta, a ccll1lpany formed and rcgi~tered under the companies act, t of 1956 1956; (b) "appointed day" means the 8th day of november, 1983; (e) "commissioner" means tbe commissioner of payments ·appoint-i" ed under section 14;  (fl) "company" meu)s the transformer ··and switchgear limited, being a company as defined in the companies act, 1956, and having lts registered office at 21, guindy road, adyar, madras-600020; ~   " published in 'the offtdal ,  ':  35-' (e) "ootification" means a notification gautte: -j (1) "prescrihed" means prescribed by rules jl1ade under thjs a<;t; i of 1956 (g) "specified date" in re-jation to  such date as the central g any provision of this act, means , overnment may b ffi'  purposes of that provision a d d'ff ' y no i cation, specify for the  different provisions of this actn i erent dates may be specified for , 5 (h) words and expres" d h  the' companies act, 1956: s~~:~ use erem and not defined but defined in to them in that act have the meanings, respectively, assigned  chapter ii acquisitjon and transfer of the undertakings of the company 10 308 tile appointed clay, the " 01 thec tide "'~iiiuif of tile 0 ~,  tile ript,   o  y  to its 1iilcienaidnp,  ' by yiitao 01 mad,  fl", to, ad f' ill, 'the cedtrtii go  transfer to and vestin in the central government of the underlakings of the compauy 4 (1)' the undertakings of the company shall be deemed to include an general assets, rights, lease-holds, powers authorities and privileges and atl property, etrect of 15 movable and immovable including lands buildings workshops stores instruvcstinb ~enll! machinery and equipment, cash balances cash on hand reserv~ funds jovestments book debts and all other right!; and interests in or arising out of, guch ~roperty as were immediately before the appointed day in the ownership, ~ses!lian;' power or control of the company whether within or outside india, 10 and atl booles of account registers and a11 other documents of whatever natute relating thereto (2) all properties as aforesaid which have vested in the central government under s~tion 3 shall by force of such vestinl! he freed nnd discharged from any trust, obli~atfon mortgall!e cha~~e lien and a11 o'her incumbrances affectint! :l5 them and any attachment injunction deeree or order of any court tribunal or other authority restrlctin~ the uc;e of ~uch p"operties in any mamer shall be deemed to have been withdrawn (3) every mortaagec of any property which has vested under this act in the central government and every person holdin! any charl!e lien or other 30 interc!li ,in or in r~lation to lmv ~llch property shaij i!ivc within such time and in such mann~r 8!; may be prescribed an intimation to the commissioner of !luch mortgng~ charge lien or other interest (4) for' the removal of doubts it is hereby dec1a"ed that the mort~agee of  any property re'ferred to in sub-section (3) or any other person holdinl! anv 35 charlze lien or other interest in or in relation to anv ·mch property shall be entit1ed to claim in accordance with his rights and inte"ests payment of the mortga,e money or other dues in whole or 'in part out of· the amount specified in s~tion 7 and also out of the amount determined under section 8 but no such mortgage charge lien or other interest shau be enfor~eablc against any 40 property whict) h~s vestcd in thc central government (5) any licence or other instrument granted to thc company j'n re~a:tion to iiny undertaking which has vested in the ccntral government under section 3 ~t any ti~,e before the appointed day and in force immediately before that day, shall continue lobe in force on and after such day in  accordance with' its tenor in relation to, and for the purpbses of, sucb undertaking and 'on and trom the date of vesting of such undertaking under section 6, in andrew yule: that caal~ pany shall be deemed to be substituted in such licence or other mstnimcmtli' 5 if such licence or other instrument had been granted to, andrew vulo and that comp, shall hold it for the remainder 'of the period, for wbk:b tho ~j; i would have held it under the terms thereof (6) if, on the appointed day, any suit, appeal or other proceeding of whatever nature in relation to any property whicb has vested in the central govem- 10 ment under section 3, instituted or preftr~ bj or against, the company is pending, the salde, shan not abate, be discontinued or be, in any way, prejudl- , dally affected by reason of the transfer of the underla'king~ of the copa,· or or wa'y!hmt f!(tntaift~'hl' thls!att, _t'dte·_,appoal oj'otheriflroaeelill may b4!'~t  eit, ;~4ht,,·enfgrcrdd(t;tcil'l'a_i  ,~ltae-; i~'i' , or where the ~atitl&s df1ftte·codtpaliy:art directod  tr,tir6  wi,t! ill 'in and~ yule, by or against andrew yule s (1) every liability of the company in respect of any period prior to the appointed day shall be dle liability of the company and shan be enforceable 'against it and not against the central govemment or where the undertalddgi ~o ·of the companyare directed under section 6 fo vest il1 andrew yule, against a1ldrew  vule i j '" ';:: j , ctnj a ~ cii' a  yale ilot to'" 1iab18 far priar ill biu1iw (2) f:or the removal of doubts, it is hereby declared tbat~ , (d) save as otherwise exore9s1v provided in tftk section or in aay adler provljlon of this act, no liability of the com"anv in respect ofanv pwlod15 prior to the appointed day, shan be enforceable a2aimt dte ceatrad·(joy emmeut, or, where the undertakings of the comj'lanv are directed udder section 6 to vest in andrew yule, against andrew yule: (b) no award decree or order of any court, tribunal or other authority in rrla~ion to the undertakings of the company, pined after the appointed so day, in re~pect of any matter claim or di!pule which arose before that:'" shad be enforceable against the central government, or where the uddertakings of the company are directed under section 6 to vest in addrew yale, agaimt andrew yule; (e) no liability incurred by the company before the appointed day, f~r 35 the contravention of a provision of any law for:tbe time bein2 in force, ihall be enforceable against the central government or where the undertatdngs of tbe company are directed under section 6 to vest in a,ndrew yle~ apin&t andrew yule power of the central oovemmeat to direct veldq of the 6 (i) notwithstanding· anythtng contained ',in ,;ections 3 aud 4, the centra1 40 government may, subject to !luch term!! nndcodditions as it may olink fit '0 impose direct, by notification that the undertakinlp,$ of the company and the right, title and interest of dle companv in relation to its undertajdnl(s,whic:h have vested in the central government under section 3, ~hall, instead of continuin!! to veet in the central government vec;t in andrt'w 'vule either on the 'd~~ 45 ,,f the notifie~tion or on such earlier or later date (not being than the appotnted day) as may be specified in the notification a date earlier udtlutat-hlp of ''':cdm- ~ia :a  ylde ' (2) where tbe light, title and interest of the company in relation to ill tiildertakings vest in andrew yule under sub-section (i), andrew yule shall, on - sand from the date of such vesting, be deemed to have become the owner in relation to such undertakings, and all the rights and liabilities of the central government in rolation to such undertakings shall, on and from the date of such vesting, 6e deemed to have become the rights and liabilities of andrew yule " chapter iii  payment of amountsao paymeat of amoudt 7 • fertile  to, _ v_" in, tile ce  govel'llllllld   3,  the amertakiqp 01 the coaipany add ,the ript, title  of  c,dj  niitiodfo iu  kiap, djere shall tie paid by'" ced8'ii ge  to the compaay, ia cash, and in  -ner specuied  apter 15 vi, d mould of rupees seftldy-eighty iakbs  twenty- 'hoasiad paymeat of further amount  (1) the aouat specified ird sediod 7 sbaii cat)' simple idterest - tile nee 01  per c:eat per _ for the period collullelldllg od tile appoiated day  e od the date oa which payment of such alllollllt is  ,  ceiitni gftel'lldalt to abe commissioner ,»  20 (2) the amount detennined in accordance with the provisions of subsection (1) shall be paid by the central government to the company in adclitioil to the' amount spocificd in section 7 ~ (3) for the removal of doubts, it is hereby declared that the liabilities of the company, in relation to its undertakings which have vested in the central !z!j governmentuncier section 3, shall be discharged from the amount referred to in section 7, and also from the amount determined under sub-section (1) in accordance with the rights and interests of the creditors of the company  chapter iv managbmpnt, etc, of nle undertakinos of thb company30 9 the general superintendence, direction, control and mana~ement of the affairs and business of the undertakmgs of the company, the right, title and interest in relation to which have vested in the central government under section 3 shall where a direction has been inade by the central government uftdel' ~b-~tion (1) of section 6, vest in andre~ yule and thereupon andrew  yule shan be entitled toexereise, to the exclusion of all oth~r persona, ~1 35 iuch powers bnd do atl such things as the company was authonscd to exercue and do in 'relation to its undertakmgs "0,: of --,·iil diqe of  at  , - 18 (1) on the vesting of the management of the undertakings of the company in andrew yule, all persons in charge of the management of the undertakings of the company immediately before such vesting, shall be bound to deliver to andrew yule, all assets, books of account, registers and other documents in their custody relating to the undertakings 5 of the company th6~8diier­tati  oftbe compay to cieiivet all aueti etc (2) the central government may issue such directions as it may deem desirable in the circumstances of the case to andrew yule and that company may also, if it is considered necessary 80 to do, apply to the central government at uny time for instructions as to the manner in which 10 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  duly of periods to account for  , etc, ia tbeir ~  11 (1) any person who has, on the appointed day, in his possession or under his control, any assets, books, documents or other papers 15 relating to any of the undertakings owned by the company, which have vested in the central government or in andrew yule under this act, and which belong to the company or would have so belonaed, if the undertakings owned by the company had not vested in the central 'government or andrew yule, shan be liable to aecount for the said 20 -assets, books, documents and other papers to the central government 'or andrew yule and shall deliver them up to the central oovenunent or' andrew yule or to such person or persons as the central government or andrew yule may specify in this behalf (2) the central government or andrew yule may take or cause to 25  be taken all necessary 'steps for securing possession of the undertakings of the company which have vested in the central govemmeat or andrew yule under this act (3) the company shall, within such period as the central government may allow in this behalf, furnish to that government a complete inventory of 30 all its properties and assets, as on the appointed day, pertaining to the undertakings which have vested in the central government under section 3, and, for this purpollc, the central government or andrew yule shall afford to the company au reasonable facilities  provisions relating to the employees op the companyu (1) every person who has been, immediately before the apopinted day, employed in any of the undertakings of the company shall become,-(a) on and from the appoiated day, an employee of the 40 central government; and (b) where the undertakings of the company are directed under sub-section (1) of section 6 to vest in andrew yule, an employee of andrew yute on and from the date of such vesting, and 'shall hold office or service under the central government or andrew: yule, 5 as the case may be, with the same rights and privileges as to ~d8ion, gratuity and  other matters 8s would have been admissible to him if there had been do such vesting and shall continue to do so un1eas and untu his employment under the centr~1 governmc?t or andrcw yule, as the case may be, is duly terminated  or uj>h) his remuneration and other conditions of service ar~ duly altered by the central government or andrew yule, as the 'case may" be 14 of 1947 (2) notwithstanding anything contained in the industrial disputes act, 5 1947, or in any other law for the time being in force, the' transfer of the services of any officer or other person employed in any undertaking of the company tq the central government or andrew yule shah not entitle such officer or othe~ employee :0 any compensation under this aet or under any other law for the time being in force and nc such claim shall be entertained by any 'court, tribunal 10 or other authority provident fund and other funds 13 (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 monics relatable to the officers or other employees, whose services have become transferred, by or under this 15 act, to the central government or andrew yule, shall, out of the monies standing, on the appointed day, to the credit df such provident fund, superan  nuation fund, welfare fund or other fund, stand tnmsferred to, and vest in, the central government or andrew yule, as the case may be (2) the monies which stand transferred under sub-section (j) to the ccn-20 tral government or andrew yule, as the case may be, shall be dealt with by that government or that company in such manner as may be prescribed  chapter vi commissioner of payments14 (1) tbe central goyernment shall, for the purpose of disbursi6g thel :25· = a  ,die to die compuy udder sectioas 7 !ldd 8, by qodfic:ation, appoint ' commis8ioner of payments appoint_ ment of commissioner of payments, (2) the central goftnuaent may 8jiipohm such oilier pel:solls as it may think fit to assilt tile coliiidissieaet' ilad' thereupon the ccjididissioaer may ~rise 0iie or -ore of such periods alto to exercise all or 88y of !be powers eurdsable 30 by him udder this act and different persons may be authorised te exerd!le differeat powen  he' 'oner t exercise any of the (3) any person authonsed by t e ommlss~ 0   able by the commissioner may exercise those powers 10 the sante powers exnedrclwsi 'th lh~ same effect as if they have been conferred on tbat person manner a "   35 i b h' act and not by way of authorisation du;!ct y y t is  of the commissioner 13m other persons (4) tile sajldes and allowances f the coasoiifld fund of appointed  this section shall be defrayed out 0 1imiia payment by tht!  central government to the commissioner, i g  nment shall within thirty days from the specified ]5 (j) th centra over ,   e· i 40 date, pay jfl cash to t lc c mmissiollcr, for payment to the company-0  (a) an amount equal to thc amount specified in section 7, and i t the amount payable to tlle company under ( b) an amount cqua 0 seclion 8 (2) a deposit account shall be opened by the central government in favour of the commissioner, in the public account of india, and every amount paid udd-:r this act to the commissioner shall be deposited by him to the- credit of the said deposit a'ccount and the said deposit account shall be operated by the commissioner 5 (3) records shall be maintained by the commissioner in respect of the undertakings of the company in (elation to which payment has been made to him under this act (-i) the interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall en!iur~ to the benefit of the company 10 1' (l) the central government or andrew yule, 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 undertakings which have vested in the central· government or andrew yule', and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to 15 the appointed day certaid powers of tbe central government or andrew yule (2) the central government or andrew yule, as the case may be, may make a claim to the commissioner with regard to every payment made by it after the appointed day for discharging any liability of the company in rellition to any period prior to the appointed day; and every such claim shall have prio- 20 rity in accordance with the priorities attaching under this act to the matter in relation to which such liability has been discbarged by the central government or a~drew yule ('> save as otherwise provided in this act, the liabilities of the company in respect of any transaction prior to the appointed day, which have not been 115 discharged on or before the specified date shall be the liabilities of the- company 17 every person having a claim against the company with regard to any oc the matters specified in the schedule pertaining to the undertakings of the company shall prefer mlch c1aim before the commissioner within thirty days from 30 the specified date:  claims to be made to the commiasiooer priorit;y of claima provided that if the commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty days and not thereafter  18 the claims made under section 17 shan have priorities in accor4ance 35 with the following principles, namely:-(a) category j shall have precedence over all other categories and category ii shan have precedence over category m, and so on; ( b) the claims specified in each of the categories shan rank equally and be paid in ifuli, but, if the amount is insufficient to meet such claims 0 in full they shan abate in equal proportions and he paid accordingly; and  (c) the question of discharging any 1iability with regard to a matter speclfted jd a lower category shan arise only if a surplus is left after meetjn~ all the liabilities spec,hied is the immediately higher cateaorv 4 ii exami-dation ,f claims 19 (1) on receipt of the claims made under section 17, the commissioner shall arrange the claims in lhe order of priorities specified in the schedule and examine the same in accordance with such order of priorities (2) if on examination of the claims, the commissioner is of opinion that 5 the amount paid to him under this act is not sufficient to meet the' liabilities specified in any lower category, he shall· not be required to examine the claims in respect of such lower category ~o (1) after examining the claims with reference to the priorities set out in the schedule, the commissioner shall fix a certain date on or before which 10 every claimant shall file the proof of his claim admission or rejection of claims (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 country and one issue of any daily newspaper in such regional language as· the commissioner may consider suitable, 15 and every such notice shall 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 pr90f of his claim within the time specified by the commissioner shall be excluded from the disbursements made by the commissioner  ~o (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 (s) the commissioner shall have the power kl regulate his own procedure ~5 in all matters arising out of the discharge of his functions, including the piace or places at which he may hold his sittings and shall for the purpose of making an investigation under this act, have the same powers as arc vested in a 5 of 1908 civil court under the code of civil procedure, 190r, while trying a suit, in respect of the following matters, namely:-(a) the summoning and enforcing the attendance of any witness and examining him on oath;  (b) the discovery and production of any document or other material object producible as evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses 35 (6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning· of sections 193 and 228 of the indian penal code and the commissionl'r shall be deemed to be a civil court for the purposes of section 195 and chapter xxvi of the code of criminal procedure, 45 of 1860 2 of 1974 40 1973 (7) a claimant, who is dissatisfie~ with the de~isi~n of :~e commissi~~er, may prefer an appeal against ~ decision to ~h~ p~m~lpal civil c?urt of ~mgtnal jurisdiction within the local hmlts of whose lunsdlchon the registered (·ffice of the company is situated: 45 provided that where a person who is a judge of a high court is appointed to be the commissioner, liuch appeal shall lie to the high court of madras and s~ch appeal shall be beard and disposed of by n,ot less than two judges of that high court 21 after admitting 'a c1aimunder this act, the ameunt due in respect of such claim shan be paid by the commissioner to the person or persons to whom such amount is due, and on such payment, the liability of the company in respect of such claim sball stand discharaed - disbdnemeat of moaey by the commissioaer to claimants 22 (1) if, out of the monies paid to him in relation to the undertakinp of 5 tbe company there is a balance left after meeting the liabilities as specified in the schedule, the commissioner shah uisburse such balance to the company disbunemeat of amoudta to the company (2) whe~ the possession of any machinery equipment or otherprnperty has vested in the central government' or andrew yule under 'this act, but sucb machinery, equipment or other property does not belong to the company, it mall 10 be lawful for the central government or andrew yule to contil)ue to possess such machinery· or equipment or other property on the same terml and conditions under wbich they were possessed by the company immediately before the appointed day undisburted or unclaimecl amcnmt to - be deposited to 1be ii:de'" ralre-23 any money paid to the commissioner which remains undisbursed or un- 15 claimed on the date immediately preceding the date on which the office of the commissioner is inally wound up, shall be transferred by tbe commisvooef, before his oftice is finally wound up, to the ~neral -revenue account of the central government; but a claim to any money so transferred may be preferred to tho central government by the person entitled to such payment and man be dealt 20 with as if such transfer bad not been made and the order, if any, for payment of the claim, being treated as an order for th~ refund of revenue yedue ac--cioddt  chapter vii miscellaneous24 the provisions of this act shall have effect notwithstanding any- 25 thing inconsistent therewitb contained in any other law for the time being in force or in any instrument having effect by virtue of any law, other than this act or in any decree or order of any court, tribunal or other authority act to have overridiq effect contracts to c:eue to have effect unjesaratified by the ccdtral ooyel'ludcnt or andrew yule 25 every contrclct entered into by the company in rejation to its undertakings, whicb bas veited in the central government under section s, for any 30 service, sale or supply and in force immediately before the appointed day, thall, on and from the expiry of one hundred and eighty days from theappointed day, cease to have effect udl_ such contract is, before the e~iry of that period, ratified, in writing, by the central government or andrew yule, in which such undertakings have been vest,ed under this act, and in ratifying such coli-' 35 tract, the central government or andrew yule may make such alteration or modification therein as it m~y think fit: provided that the central government or andrew yule shall not omit to ratify a contract and shall not make any alteration or modiftcation in a codtract-( a) unless it is satisfied that such contract is unduly onerous or has 4b been entered into in bad faith or is detrimental to the interests of the central government or andrew yule; and (11) except after giving to the parties to the contract a reasonable opponvrity of hoktg heard and e~pt after recording in writing its reasons for refusal to ratify the contract or for making any alteration or modification tberein |                               |       |            |       | 5    | 26     | (1)    ||-------------------------------|-------|------------|-------|------|---------|--------|| no suit, prosecution or other | legal | proceeding | shall | lie  | against | the    || protection                    |       |            |       |      |         |        || of action                     |       |            |       |      |         |        || taken in                      |       |            |       |      |         |        || good                          |       |            |       |      |         |        || faith                        |       |            |       |      |         |        |central government or any officer or other employee of that government or andrew yule or other person authorised by the central government or andrew yule for al1ything which is in good faith done or intended to be done under this act 10 (2) no suil or other legal proceeding shall lie against the central government or any of its officers or other employees or andrew yu!c or other person authorised by the c~ntral government or andrew yule for any damage caused or likely to be caused by anything which is in good faith done or intended to be dode under this act oeleaation of powers j 5 17, (1) the central government may, by notification, direct that :ii or any of the powers exercisable by it under this act, other than the powers conferred by this section, section 30 and section 31, may also be exercised by such person or persons as may be specified in the notification (2) whenever any delegation of power is made under sub-section (1), the slo person to whom such power has been delegated shall act under the direction, control and supervision of the central government 28 any person who,-penalties (a) having in his possession, custody or control any property fonning pan of 'the undenakings of the company, wrongfully withholds such propeny from the central government or andrew yule; or (b) wrongfully obtains possession of, or 1'etains, any property forming part of the undenakings of the company; or (c) wilfully withholds or fails furnish to the ~ntral government or andrew yule or any person or body of persons specified by that government or andrew yule as the case may be, any document relating to the ~rtakidgs of the company, which may be in his possession, custody or control; or 35 (d) falls to deliver to the central government or andrew yule,!" to an rson, or body of persons specified by that government or ~!i1d~ (f ~lepe· ~ l-js of acco\ldt registers or other documents 10 his iii , any a  ,5, ~ , - - possession, custody or control, relating to the undertakln!'s of the company, or (t') wrongfully removes or ~estroys any property forming part of the oodertakirgs of the company; or 40  refers any claim under this act which he knows or has (1)bip to believe to be false or grossly inaccurate, reasona e cause  h bl 'th imprisonment for a term which may extend to two shall be p~thls fin8 e w:ch may extend to ten thousand rupeel, or with both year, or wi e ojfcllcll by companies 29 (1) where an ouenee under this act has been committed by a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company, for the conduct of the business of the company, as well as th~ company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished ac-5 cordingjy: provided that nothing contained in this sub-section shall render any such person liable to any punishmcn! if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence ii') (2) notwith8landing anything contained in sub-section (1), wbcre any offence under 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, ~retary or other officer of the company such director, manager, secretary or other 15 ollicer shall be deemed to be gui1ty of that offence and shan be liable to be proceeded against and punished accordingly explanation-for the purposes of this section-(a) "company" means any body corporate and includes a firm or other association of individuals; and 20 (b) "director", in relation to a firm, means a partner in the firm 30 (1) the central government may, by notification, make rules for carrying out the provisions of this act  power t make rules (2) in particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matten, 25 namely~-(a) the time within which, and the manner in which, an intimation shall be given to the commissioner under sub-section (3) of section 4; (b) the manner in which the monies in any provident fund or other 30 fund under section 13 shall be dealt with; ( c) any other matter which is required to be, or may be, prescribed (3) every rule made by the central government under this act shall be laid as soon as may be after it is made, before each house of parlia- ment while it is in session, for a total period of thirty day, which may be 35 comprised in one session or in two or more successive sessions and if, before the expiry of the session immediately· following the session or the successive sessions aforesaid both houses agree in making any modification in the rule or both houses agree that the rule should not 'be made, the rule shall thereafter have effect only in such modified form or be of no effect, as the case 40 may be; so, however that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule power to remcwe ctitftc:ul· ti& 31 if any difficulty arises in giving effect to the provisions of this act, the central oovetnment may, be order, not 1pconsistent with the provisions of thia act, remove the diftlcu1ty: ·provided that no such order shall be made afte: the expiry of a period of two years from the appointed dav 31 (1) the transformer and switchgear limited (acquisition and transfer of undertakings) ordinance, 1983, is hereby repealed repeal and savillj, 11 of 1983 5 (2) notwithstanding such repeal, anything done or any action taken udder tbe said ordinance shall be deemend to have been done or taken under the corresponding provisions of this act  the schedule(see sections 1 7, 19, 20 and 22)  10 order of priorities for the discharge of liabilities of the company('alello', 1-l  (a) wages, salaries and other dues payable to the employees of the company (b) deductions made from the salaries and wages of the employees for provident fund, employees' state insurance contribution, premium relating to life insurance corporation of india or for any otter purposes 20 «(") arrears in ,,~ialion 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 hme being in force (excluding gratuity) category , /-pricipal amount of secured loans advanced by-(i) central government; (;;) state government; (iii) ljanks; (i\') public financial in~tiluiious: (\') others; cateror;)' /11-principal amount of unsecured loans advanced by-(;) central government; (ij) state government; (iii) banks: (iv) public linancial instittllior5 35 cai('ion' /v-(al any credit :lvuiled of by the com~any for the purpose of carryiolt on any trading or manufacturing operattons  i <b) any dues payable to the state electricity boards' or d other clovemment or ~emi-governl11(nt institutions for supply of goo s or 40 serviceli (e) arrears of interest on loan~ and advances dues to central govern-catt'flor)' ji-(a) revenue, taxes, cl'ssc:', rales o~ other ment, state government and local authontles (b) any oth~r loans or ducs the transformer and switchgear limited was established in 1956 fo~ the m~nufacture of transformers, switchgears and other allied electncal equlpments the company commenced production in 1957 in techrucal collaboration with dominitworks gmbh west ge it h d bee'  i i rmany a n incurring osses for a number of years and the accumulated loss~s at the e~d of october, 1982 were of the order of rs 306 lakos·as agamst the paid-up capital of rs 125 lakhs 2 efforts for the revival of the company in the past had failed many schemes prepared for the revival of the company could not be implemented for waut of necessary finance further, such schemes cannot meet all the past liabilities of the company production in the company had come to a standstill and wages to the workers were not being paid restructuring the company in order to bring about a balance between assets and liabilities was therefore considered to be an immediate necessity this process cauld be achieved quickly only through nationalisation of the undertakings of the company which would also result in the· revival of the undertakings the nationalisation of the undertakings will not only protect the employment of about 300 skilletl workers in the city of madras but also prevent loss of productive assets worth over &s 78 lakhs the products of the company also cater to the vital power transmission sector the nationalisation of the undertakings will, also preserve the high degree of st'phlsticated manufacturing kills developed over the years in the national interest tn view of these circ\lmstance~ it was considered necessary in the public interest to acquire the undertakings of the transformer and switchgear limited and vest the said undertakings in andrew yule and company limited, a government company the transformer and switchgear limited (acquisftion and transfer of undertakings) ordinance, 1983 (11 of 1~), was, aecordingly, promulgated by the president on the 8th november, 1983 the ordinance apart from providing for the acquisition of the undertakings of the company and vesting the same in andrew yule and company limited provided for payment of an amount to the company for the acquisition, appointment of a commissioner of payments and other incidental and consequential matters 3 the bill seeks to replace the aforesaid ordinance new delhi; narayan da'm'tiwari, the 17th november, 1983 _  --  clause 3 of the bill provides that, on the appointed day, the right, title and interest of the company ;n relation to its undertakings, shall stand transferred to, and vest in, the central government 2 clause 7 of the bill provides for payment in cash and in the manner specified in chapter vi thereof, an amount of rupees seventyeight la1ms and twenty-six thousand for the transfer to and vesting in , , the central government the right, title and interest of the company in relation to its undertakings 3 su1h:lause (1) of clause 8 of the bill provides for payment of simple interest at the rate of four p"er cent per annum on the amount specified under clause 7 for the period commencing on the appointed day and ending on the date on which payment of such amount is made by the central government to the commissioner of payments it is estimated that this amount will be of the order of rs 26,087 per month 4 clause 14 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 thereupon the commissioner may authorise one or more of such persons also to exercise all or nnv of the powers exercisable by him and that the salaries and allowances of the commissioner and other persons appointed under the said clause shall be defrayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 25,000 per month 5 the bul, if enacted, is not likely to involve any other recurring o~ non-recurring exrenditure - a   billto provide for the acquisition and transfer of the undertakings of the transformer and switchgear limited with a view to securing the better wtilisation of the available infra-structure thereof and to modernise and augment the production of transformers, switchgears and other allied electrical equipments by the said undertakings so as to subserve the interests of the general public by ensuring the continued supply of the aforesaid artic1~ which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto  (shri natayaf/ datt tiwari, miniatet of indum,) 