the greslwa and cr!~ ven of indy",-(pfiwte) lthhted (j'cqjisition /\nd ti~i\nsfer of undertakings) bill, 1977  eto be/as introduced in lok s abha 71 page (i) , against clause 7,-for "unde rt aking" read "unde rt akings" --2 page (ii) - against clause 22,-for " ameunts" read "amount sit --3 page (ii) , against clause 25,-( a) ill "ret if ied" read "rat if ied" -(b) for " of" read "or" -4 page 3 line 14,-foj[ "others" read "other" -new delhi; november 16, 1977 kartika 25, 1899 (saka)  thb· gresham and craven of india (private) limited (acquisition and transfer of undertakings) bill, 1977 arrangement of clauses chapter i clal1su'1 short title and commencement 2 definitions  chapter ii acquisition and transfer of tiie undertakings of the company3 transfer of and vesting in the central government of the undertakings of the company 4 general effect of vesting 5 central government or the braithwaite and company limited gl" the government company not to be liable for prior liabilitlel 6 vesting of the undertakings of the company in the braithwaite and company limited 7 power of central government to direct vesting of the undertaking of the company in a government company  chapter iii payment of amounts8 payment of amount 9 payment of further amount  chapter iv anaoj:ment etc of the undertakings of the company au " 10 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  chapter v provisions belating to the employees of the compaji'i12 employment of certain employees to continue 13 provident fund and other funds  chapter vi commissioner of payments clausa14 appointment of commissioner of payments iii payment by the central government to the commissioner '" '1: r"""-i~· '11(,, '  1'~-' certafln powers of: the central government 01' brlithwaite1 ,-,alliin com,any limited or government company:; 17 claims to be made to the commissioner 18 priority of claims 19 examination of claims 20 admission or rejection of claims 2l disbursement of m:>ney by the commissioner to claimants 22 disbursement of ameunts to the company" " 23 undisbursed or unclaimed amount to be deposi~d to, the s~r~l revenue account  chapter vii misci!:llaheous~4 ~ct to have overriding effect " , 25 contracts to cease to have effect unless retified by the ,c~nti'al government of braithwaite and company limited or govemment company 26 ;l»rotection of action taken in good faith 27 'd'el~gation of powers 28  penalties 29 offences by companies 30!ipbwel' to make rules 31 power to remove difficulties 32 declaration as to the policy of the state 33 repeal and saving the schedule  a billto provide ffjr the acquisition and transfer of the undertaking, oj m~bsts \gre~ham and craven of india (private) limited for the purpose of _,i, ,:tnsuring the continuity of production of goods which' are mtal to the ':""'~ of 'the railways and of the industries manujactutin,j'engtfteet-i, 'ing product and for matters connected therewith or' , incidental thereto --:_ \ i :! whdieas messrs gresham and craven of india (private) limited were engaged in the' manufacture and production of components of iliiiwii 'stotk like vacuum brake equipment, ejectors, steam brake valves ,', and vacuum exhausters and the like needed by the railways, ~n~ the 5 'in,d~tries manufacturing engineering products; -:+lil :', __  as as a result of the losses suffejled by the compal1r ~ there imd been a closure of the works owned by the company; i - ,1t11 , ; i ialgt twiiehas for the purpose of speedily bringing the closed works , of the company into operation, the management of the undert~'1 of ld f/n!, ;~0rr':l!an,yvi's taken over by the central government for a "~ted ~~ ijilder section 18a of the industries (development 8ud regulation) a't'iisi· '   (, ,~~, ,o t (, , and wherbas it is necessary to acquire the undertakjngl '''f, (' the company to ensqre t~ continuance of the production of ~oods which are vital to the needs of the railways and of the industries manufacturing engineering products; be it enacted by parliament jn the twenty-eighth year of the republic of india as follows:- chapter i ~ " 5 preliminary1 (1) this act may be called the gresham and craven of india (private) limited (acquisition and transfer of undertakings) act, urn i (2) the provisions of sections 28 and 29 shall be deemed to have come 10 into force on the 30'th day of september, 1977 and the remaining provisions of this act shall be deemed to have come into force on the 1st day of august, 1977 2 in this act, unless the context otherwise requires,-(a) "appointed day" means the 1st day of august, 1977; 15 (b) "braithwaite and company limited" means the government company known as the braithwaite and company limited in which the undertakings of the braithwaite and company (india) limited togetber with the right, tiue and interest of the siild companythereon vested with effect from the 1st day of december, 20 1176, in pursuance of the notification of the government of india in the ministry of industry (department of heavy' industl1) no 80 771 (e), dated the 3rd december, 1976, issued under-subsection (1) of section 6 of the braithwaite and company (inaia) limited (acquisition and transfer of undertakings) act, 1976; 25 8 of 1178 (e) "commissioner" means the commissioner of payments appointed under section 14; (d) "company" means the gresham and craven of india (private) ijmited, being a company as defined in the companies act, 1956, and having its registered office at 22-gobra road, calcutta- 30 1 of li11 14; (e) "government company" has the meaning assi~ed to it by section 617 of the companies act, 1956;  1 of 1  '  (i) "notification" means a notification published in the 0filctl· gazette;  35  :,',':1  craven of inella of undertalda'p) ~ (g) "ordinance" means the gresham and (private) limited (acquisition and· transfer ordinance, 19'1'7 14 of 1m (h) "prescribed" means prescribed by rules made udd  this ~ '~ (i) "specified date" means such date as the central gove1'llllleitt may, for the purpose of any provision of this act, by no~~~ specify and different dates may be specified for different pro~~ ~f this act; " lofl_ (;) words and expressions used herein and not defined but deftded ,jn the companies act, 1956, shall have the meanings, 't·~'respeetively, assigned to them in that act ~  chaprer ii s, aoqt1isition and transfer 01' the unoiibtakings 01' thb cokpalft " 13 on ~ appointed day, the undertakings of the company, and the dpt, title apd interest of the company in relation to its undertaldnp, · ,'sqau, by virtue ~ this act, stand transferred to, and shall vest in, the centr~ government 10'  '- (l)the undertakings of the company shall be deemed to include au assets, rights" lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investments, book debts and all others rights and i~ interests in, or arising out of, such property as were immediately before · ~ the appointed' day in the ownership, possession, power or control of the comj'a'ny, wllether within or outside india, and all books of account, rebtsters and all other d'ocumen ts of whatever nature relating thereto " (i) all properties as aforesaid which have vested in the central ~gevernment under section 3 shall, by force of such vesting, be freed and  discharged from any trust, obligation, mortgage, charge, lien and all other encumbrances affecting them, and any attachment, injunction or decree or order of any court restricting the use of such property in any manner or appointing any rf'('eiver in respect of the whole or any part 25 oj such properties shall be deemed to have been withdrawn ~ ~~ - i iii, , (~) evej"y 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, shall give, within such time and in such manner as may be prescribed, an inti-30 matioll to the commissioner of such mortgage, charge, lien or other tnter~t - r  ,,  ,;(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 person hakting auy charge, lien or other interest in, or in relation to, any such 35 proper", 'sha~lbe ·entitled to claim, in accordance with his rights and "lhlteirmts, payment of the 'mortgage 'money or other dues, in whole or in part, out of the amounts specified in section 8, and also out of the monies d~termine~ under section 9, but no such mortgage, charge, liea or,,'!tper ,m,terest shall be enforceable against any property which has 40 ves~ ,in ~ ceatral government   , \ i, ),1 " '"" ~,  (5) if, on'the appointed day, any suit, appeal or other proceeding of wlllu!ver nature in relation to any property which has vested in the c8j1tral  government, under section 3, instituted or preferred by or agefllwt: the company is pending, the same shall not abate, be discontinued  , or be, in any way; prejudicially affected by reason of transfer ot tilt undertakings of the company or of anything contained in this act but the suit, 'appeal or other proceeding may be continued pl'08ec1ilteq' or enforced by or against the central government, or the braithwaite 'and company limited, or, where the undertakings of the company are directed, under section 7, to vest in a government company that ~ government company 5 (1) every liability of the company in respect of any period prior to' the appointed day, shall be the liability of the company aftd shalf 'be ettforeeable against it and not against the central government, or'the bthltl'lwaite and company limited, or, where the undertakings of 'h 10 company are directed, under section 7, to vest in a 10vemment "comped," against that government company (2) for the removal of doubts, it is hereby declared that,-(a) save as otherwise expressly provided in this act, no liabilit, of the company in respect of anv period prior to the awointed day i c shall be enforceable against the central government, or ,·tlie braithwaite and company limited, or, where the undertajdnp of' the company are directed, under section 7, to vest in a governmet'lt· company, against that government company; (h) n0 award, decree or order of any court, tribunal or qt~ie authority in relation to the undertakings of the company  ~ after the appointed day, in respect of any matter, claim or dispute which a~ose before that day, shall be enforceable against the central government, or the braithwaite and company luntted, or, wbere the undertakings of the company are directed, under section 7, 'at vest in a government company, against that government comp~y;' (c) no liability incurred by the company before the appoiated day, for the contravention of any provision of law for the time~ in force, shall be enforceable against the central government, of~tb braithwaite and company limited, or, where the undertakings ot the la company are directed, urider section 7, to vest in q government company, against that government company 6 (1) notwithstanding anything contained in sections 3 arid 4th cehtralgovernment shall, as soon as may be, alter the promulga~d of tle ordinance, direct, by notification, that the undertakings ot the com~ j pany, and the right, title and interest of the company in relatiod to ·it ! veltingot the undertakings of the company in the braithwaite and company limited u~dertakings, which have vested in the central government under 'aeetioll 3, shall" instead of continuing to vest in the central government, 'i~ in the braithwaite and co~pany limited either on the date of the'dou-fication or on such earlier or later date (not being a date earlier t~~'· appointed day) as may be specified in the notiftcatjon (2) where the right, title and interest ot the company in relaudn'to its undertakings vest in the braithwaite and company limited1¥diter sub-section (1), the braithwaite and company umited shall, on and :ft'om , the date of such vesting, dl" deemed to have become the owner infton 45  to such under~gs, and, all the rights and liabilities of the ~ government in ,relation to such undertakings sball, on and froal _  o(,;iuch vesting, be deemed to have become the rlghtsand liib,  rwectively, of th~ araithwaite and company limited   r (0 notwithstanding anything contained in sections 3, 4 and 6~ the ~t~ gove;nment may if it is satisfied that a government company' is yquina to comply or has complied, with such terms and conditlqilj as tha~_-ggverqmejlt may think, fit to impo~e, dllect, by notification, that the s  rtakings of the company, and the right, ti tie and interest of tne company in relation to its undertakmgs, which have vestea in the central government under section 3 and thereafter in the braithwaite and company limited, under section 6, shall, instead of co;tlduing to vest in the braithwaite and company limited, vest in the government company ~g either on the date of the notification or on such earlier or later date (not baiatf_ date earlier than the appointed day) as may be specified in the ' , doti8i!ation (i) where the right, title and interest of the company in relation to it, undertakings vest in a government company under sub-section (i)" i,  qov-nmep,t company shall, on and from the date of such vesting, ,b,,-emedto have become the owner in relation to such undertakings, ~ 'u ~e ,rights and liabilities of the central government or the braithwait ~ companf limited in relation to such undertakings shal, on and; from ,the date of such vesting, be deemed to have become the rights ao ~_,liabillties, respectively, of the government complll1y·  chapter iii payment of amounts't  ~ ,,,,,cl t  for the transfer to, and vesun, in the central government, under -: s, of the undertakiags of the company and the right, title and as  of the company in relation to its undertakings, there shall ~  by ue ,central government to the company, in cash, and in tbe, •• ,  r ipeeifted in chapter vi, an amount of rupees one hundred and ~~, ',~ :ii ~i """:'f p~~t;pfr ,io ott~>g amount ' • (l) for the deprivation of the company of the management of its jo  ratidi, there sha8be elven to the company by the central govern  t  amount ealeulated at the rate of rupees fifty thousaad per addum  ~ perw eoldmenein, od the date od whieh the manapmedt of at , ~'i of the company was taken over by the central government , _ _in, o the appointed day 3' ~, (2)  ~_at1oa of the retrospective operation of the provisicms of ~""'3, " - 5 there shall also be ,iven, in cash, by the central ~t te, the compad)", an amount equal to an amount calculated at ,  _ oj rap~ ifty thouaand per annum, fol' the period eommencinj ,on tile , day and, ending od the date of promulgatioa of ~ 40 on  (,3) tile amount specified in section 8 and the amount :determined __ ub-sections (1) and (2) shall carry simple interest at the rate of leur per eeat per  um ,for the period commencing oil the date of  i,{  ,i ~mlptio of the ordinadee add ending od the date on which paym~nt 4slfii"1i  " is made by the central government to the commissioner ; | j, ••    | ;,"      |         ||-----------|----------|------------|| i:f     |          |            || ;         |       | \,';;w;; || "" ,      | ';      |            || ~         | ~;,;:;u |            ||        | r-:     |            || ~        |          |            || 4        | -        |            || '::tl~   |          |            |(4) the amounts determined in accordance with the provisions '011  ctiods (1), (2) and (3) shall be given by the central government te tile company in addition to the amount specified in section 8 (5) for the removal of doubts, it is hereby declared that the liabilities of the company, in relation to its undertakings which have vestedfn ;twe' central govemment under section 3, shall be' discharged from':' ,the amounts referred to in section 8, and also from the amounts' determined under sub-sections (i), (2) and (3) in accordance with the rights iitlfl ~ interests of the creditors of the company " chapter iv  management, etc, of the undertakings of the 'comp\n(~" '  10 (1) the braithwaite and company lidlitedin which the ~, takings of the company and the right, title and interest of the cqilljma"io in relation to its undertakings vested under section 6 shall be entitled to exercise all such powers and do all wch things as the company it authorised to exercise and do in relation to its undertakings " ~ i (2) the general superintendence, direction, control and manag_etif "" of the affairs and business of the undertakings of the company, th,e iht;' is title and interest in relation to which have vested, under section' 3, !w ~ central government and, under section 6, in the braithwaite and comptlly' limited shall, where a direction has been made by the central govern-· ment under sub-section (1) of section 7, vest in the government 'com;~ ;  pany specified in such direction, and thereupon the government company' 20 so specified shall be entitled to exercise all such powers and do all such things as the company is authorised to exercise and do in relation to its undertakings 11 (1) on the vesting of the manag~ment of theundertaldligs'df the company in the braithwaite and company limited, au persons in ctt,tg~s of the management of the undertakings of the companyitnme4iatety'  before such vesting shall be bound to deliver to -the braithwaitei ,_ company limited all assets, books of account, registers' orotherl~"'\ ments in their custody relating to the undertakings of such(!ompan,~\ ,, (?) the central government may issue such dir~tiops as it ,!pay de~m 30 desirable in the circumstances of the case to the braithwaite, and c:w~~" du\jof 'jiiioiii in cbarp of 1mdap- entof 'the underteidnp of "com-'1iu7 to utran  ete: ~jpli~d as to its powers and duties and th~ br~thw~~"~~il~q~i¥fp~, limited may also, if it so desires, apply to ~h~ cen~al9,?yer~e~~ at/fill! time for instructions as to the manner in ~~~~ tp'~m~  em~t,st·  ~f  undertakings of the company shall be conducted'by it 9r ~ r~~~~n"~~1f3s any other matter arising in the course of such management  (3) on the vesting of the management of the undettalddgs  of 'th~ "' company in a government company, the provisions 'of' sub-sectto!l~ "trr and (2) shall apply to, or in relation to, the govertitnent e6mp6rlf'iv\!tey'1 apply to, or in relation to, the braithwaite and cotnpany limited, stf!~ ~ to' the modification that the references to the braithwaite' , abci; ico,iut,;j limited shall be construed as references to the government c~!t!'tu ' " 1 chapter v  provisions rzloating 'l'o the employe or 'l'hii compn!ft' 'i,~ l~'!o i : • ;  i, : i ~,' '," ~ ld i' ~ - 12 (1) every person who has been immedi~t,ly: bfdo;re ~, {\pp9ffi~;'j  day, employed in any undertaking of the company shall become, on 'ani from the appointed day or such later date, as the case may be, an employee of the braithwaite and company limited, or, as the case may beof,tba, government company in which the right, title and interest of the cam,,: ~any in relation to its undertakings, have vested under this act, and shall hold office or service under the braithwaite and company limited, or the gov~t com~, as the case may be, with the same rights and pri_ vileges as to~on, gratuity and other matters as would have been s admiss~bleto him if there had been no such vesting and shall continue to do so unless and until his employment under the braithwaite and company limned, or the government company, as the case may be, is duly tamrlnated or until his remuneration and other conditions of service are duly altered by the braithwaite and company limited, or 10 by the government company, as the case may be (2) notwithstanding anything contained in the industrial disputes 140f1947 act, 1947, or in any other law for the time being in force, the transfer of the servi~es of any officer or other person employed in any undertaking of the company to the braithwaite anel company limited, or the govern;' 15 ment company, shall not entitle such officer or other employee'to any compensation under this act or under any other law for the time belng in force and no such claim shall be entertained by any court, tribunal or other authority (13) where, under the 'terms of any contract of service or otherwise, 20 any person, whose services become transferred to the braithwaite and company limited, or the government company, by reason of the provisions of this act, is entitled to any arrears of salary or wages or any payments for any leave not availed of or any other paymejlt, dot being payment by way of gratuity or pension, such person may enforce his 25 claim against ~he company, but not against the central government, or the braithwaite and company limited, or the government company provident fund add other tunda 13 (1) where the company has established a provident fund, superannuation fund, welfare fund or other fund for the benefit oi the persons employed in any of the undertakings of the company, the monies relatable 30 to the officers or other employees, whose services have become transferred by or under this act to the braithwaite and company limited, or the government company, shall, out of the monies standing, on the appointed day, to the credit of such provident fund, superannuation fimd, welfare !und or other fund, stand transferred to, and shall vest in, the braitb-35 waite and company limited, or the government company, as the case may be ' (2) the monies which stand transferred under sub-section (1) to the braithwaite and company limited, or the government company, as the case may be, shall be dealt with by the braithwaite and company liirjt-40 ed, or the government company, in such manner as may be prescribed  chapter vi commissroner of payments14 (1) the central govemmedt shall, for the purpose of disbun_ !:::':::-the amounts payable to the company under sections 8 and 9~ by notuica commt •• 45 don, appoint a 'commissiode1' of payments stoner ot pqments (2) fte central goverament may appoint ldeh other perioiii as it may thiak it to auist the commissioner and thereupon the cmmnlsaloner  1' authorise ode or more of sueh persons abo to exercise au or any of the powera exercisable by him under thii ad add cwrerent periods may  autb~ t4p  pereise ~t pow" ' 1, j" -  ,  :' ,  '1   ~; : ": - -  ' : t',' -• (3) a;iy ~o~ authoneclby the c,,,  e'to  _ of die pow~j: exereisa~ by the coiddiis~ioner may areiie thole ",weram the, ~!i';jdbdd~" "iui with the same eftect,  if they have'" eoafeved on s that ,pe~n directly by this act add d!ot by way:  autjaeriaulea " (4) the saiuies add allow~es of the commissioeer ajui·otiaer  soda ap~ted~~, this section shall be defra,ed eat, of;the codloli-_ dated fund of india 15~ (1) the central government shall, within thirty days from the 10 speclfied date, pay, in cash, to the commissioner, for paloxlent to the codipany~ (a) an amount equal to the amount specified in section 8, and payment by the central government to the commiuioner (b) an amount equal to the amount payable to the company under section 9 15 (2) a deposit account shall be opened by the central government 1ft favour of the commissioner, in the public account of india, and every amount paid under this act to the commissioner shall be deposited' by him to the credit of tbe said deposit account and the said deposit accouht shall be operated by the commissioner 20 (j) the interest accruing on the amount standing to the credit of the deposit account referred to in sub-s'ection' (2) shall ensure to the benefit of the company 16, i (1) ,the central governmen,t or th,e braithwaite and company limited, ortlie government company, as the case may be,~h~li be entitled 2s to receive up· to the specified dat€7, 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 the braitbwaite and c'or;npany limited, or the government company, realised 'after the' appointed d,y notwithstanding that the realisation pertains to a period prior to the 30 appointed day -' certain powers of the centralgovernment or braithwaite and company limited or government company <?> the central government, or the 13raithwaite ,ami company ltmj  ted, qf the qovernment company, as the case may ~, may make adaim to thq commissioner with regard to everypaymentimade by it after the appoin~ ,day for discharging any liability of the company in relation 9s to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attac;hing, under this act, to the matter in relation to which such liability has been ,discharged by the central government, or the braithwaite and company limited, or the governm~t w~'pan1· i i i  : ~ - • i (3) save as otherwise provided in this ,m't"the liabuiu  ,qf ithe ea- ':'p~y in respect of any transaction prior to the appointed day, which " have :jlpt, ~ :disch¥iedod or before the speciilec:bdate, ·thall be -1i1e uabiwiea o~f\tbe·~y "  ' ,  ! ,' ·"';1,' " ,1t7 :every :peqonhaving a claim againat, tbe compauy shall prefer aucb ejaim, before the commissioner within thirty days· trwm ,the specified ~: claimato be made tq tbe commissioner proyided that if, the commissioner is s~tisfied that ,ther, c~jlnt was s prevented by sufficient cause from preferring the claim within the said ,periqd of ,thirty, aays, ,he may en~rtain the claim within ,a further period of thirty days and not thereafter priority of claims  ~ 18 the claims 'arising out of the matters specified in the schedule shall have priorities in accordance with the following principles, namely:-10 (a) categ:>ry i shall have precedence over all ~thet' categories ,and category ii shall ~ve precedence over ca,tegory ii,i, flild so on; (b) the claims specified in each of the categories -shall rank equally and be paid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proportions ahd 'be paid is accordingly; , (c) the question of discharging any liability with, regard to a matter specified in a lower category shall' arise only if, a surplus is ie±:t after meeting all the liabilities specified in the immediately higher category examination of claims 20 11 (1) on receipt of the claims made under section 17, the commissioner shall arrange the claims in the order of priorities specified in the schedule and examine the same in accordance with such order of priorities ,(2) it, on examination of the claims, the commissioner is of -opinion zs that 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 ~iabfoh orreject16n df c1ifirlia; (, 20 (1) after examining the claims with reference to the priorities set qut in the sched~, the coplmi~ioner shallfi:x: a certain date on or bef6re 30 which every c;iaimant shall file the proof of his claim failing wbich"he will be excluded ±:rom the benefit of the disbursements made by the commissioner ~ ' , , ! - {z) no't]e~fi th!io four~ d4ys'aqtice of the date so ~~ shall ~e given by advertiseptent ig one ~qe of a daily newspaper ~ the eng~h 3s language and in one issue of such daily newspaper in the regiq~a1 laj;lgl1-age as the commissioner may consider suitable, and every such notice s~all call upon t~e ,claimant to file th~, prpof of his claim with pe cpmmi,ssioner wltliip' the time spec,ifi,ed in ·the advertisement (3) every claimant who'fails to ftle the prodf of his claim within the 40 de specified by: 'the commissioner, sh/illi b~ ~~c1uded from the disbursemeit~ made 'by :t1te commissioner ' , , (4) the c~pu¢ssioner shall, ,afteri,eucll :investigationas may, in his 9»in~~n" be n~aary and a,fter giving the'l c-panyan opportunity of refuting the claim and after giving, the "imapt a reasonable dpportunfty s of being heard, in writing, admit or reject the claim in whole or in part s 50f 1808 (5) the commissioner shall have the power to regulate his own pr0-cedure in au 'matters arising out of the discharge of his'functions; including the place or places at which he will hold his sittings and shall, for the purposle of making an investigation under this! act, have 'the same powers as are vested in a civil court under the code of civil proc:edlure, 1908, while trying a suit in respect of the followh1g matters, namely:-(ii) 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; 10 (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses (6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of is the indian penal code and the commissioner shall be deemed to be a 411 of 1860 civil court for the purposes of section 195 and chapter xxvi of the code of criminal procedure, 1973 2 of 1974 (7) a claimant who is dissatisfied with the decision of the commissioner may prefer an appeal against the decision to the principal civil 20 court of original jurisdiction within the 10cal1imits of whose jurisdiction the registered office of the company i~ situated: provided that where a person who is a judge o~ a high court is appointed to be the commissioner, the appeal shall lie to tiie high court 'ilt calcutta, and such appeal shall be heard and disposed of by not ie than two judges of that high court 25 zl after admitting a claim under this act, the amount due in respect of such claim shall be paid by the commissioner to the person or persons to whom such sums are due, and, on such payment, the liability of the company in respect of such claim shall stand discharged 30 disbunemant of money by the commilaioner to claimants 22 (1) if, out of the monies paid to him in relation to the undertakings of the company, there is a balance left after meeting the liabilities as specifted in the schedule, the commissioner shall disburse such balance to the company disbursement of amounta to the company (2) where the possession of any machinery, equipment or other pr07 35 perty, has vested in the central government or the braithwaite and company limited, or the government company, under this act, but such machinery, equipment or other property does not belong to 1be  company, it shall be lawful for the central government, or the braithwaite and company limited, or the government company to continue 40 to possess such inachfnery or equipment or other property on the same terms and conditions under which they were possessed by the compan1 ~mediately before the appointed day z3 any money paid, to the commissioner which remains undisbursed  udjim-or unclaimed for a period of three years from the last day on wbich-the":burmd or disbursement was made shall be transferred by the commissioner to the unclaimed general revenue account of the central governmentibut a claim to ,any :om~,:t s money so transferred may be preferred to the central government by deposited the person entitled to such payment and shall be dealt with as if s~ch to the transfer had not been made, ,the order, if any, for payment of the c1,im general being treated as an order for the refund of the revenue    revenue acc:ount  chapter vii10 act to have overriding effect k the' provisions of this act sball have effect notwithstanding anything inconsistent therewith contained in any other law for'the time being in force or in any instrument having effect by virtue of any taw, other than this act, or in any decree or order of any court, tribunar or is other authority j5, (1) every contract entered into by the company in relaflon to its undertakings for any service, sale or supply, and in force immediitely bef-ore the appointed day, shall, on and from the expiry of one hundred and eighty days from the date of promulgation of the ordinance, cease contracta to ceue to have effect un leas ratified by the central government or braithwaite and company limited or government company 20 to have effect unless such contract is, before the expiry of that period, ratified, in writing, by the central government, or the braithwaite and company limited, or the government company, and, in ratifying such contract, the central government, or the braithwaite and company limited, or the government company may make ruch alteration or modi-2s fication therein as it may think fit: provided that the central government, or the braithwaite and company limited, or the government company shall not omit to ratify a contract,and shall not make any alteration or modification in a contract unless it is satisfied that such contract is unduly onerous or lias' been 30 entered into in bad faith or i~ detrimental to the interests of the central government, or the braithwaite and company limited, or the government company (2) the central government, or the braithwaite and company limited, or the government company shall not omit to ratify a contract, 35 and shall not make any alteration or modification therein, except after giving to the parties to the contract a reasonable opportunity of being heard and except dter recording, in writing, its reasons for refusal to ratify the contract or for making any alteration or modification theretn protectlou of action taken in good faith 26 (1) no suit, prosecution, or other legal proceeding shall lie agaidst 40 the central government or any officer of that government, or the braithwaite and company limited, or the government company, or any offtcer or other person authorised by that government, or the braithwaite and company limited, or the government company, for anything which is in good faith done or intended to be done under this act 4s (2) no suit or other legal proceeding shall lie against the central g-overnment or any of its officers or other employees, or the braittl1vaite and company limited, or the government company, or any offtcer or other person authorised by the braithwaite and company limited, or the government company, for any damage caused 01' likely to be caused by so anything which is in good faith done or intended fa be done under this act " <'~ m (1) ,'the -central government may, by notification, direct that all ,or' 'any of thepowerse:xercisable by it under this act, other than the pcswer corferred 'by section 30, may also be exercised '!iy such person or 'pel'sgns as 'litay be specifted in the notification ' i (2)' whenever any delegation of power is made under sub  seetion (1), s '~~ person to wbomsjich ,power has been delegated shall act under the direction, control' and supervision of the c'entral government /' perialtles lb any person who,-(4) having in his possession, custody or control any property formil;lg part of any undertaking of the company, wrongfully with- 10 holds such property from the central government, or the braithwaite and company limited, or the government company; or {b) 'wrongfully obtains possession of, or retains, any property forming part of any undertaking of the company or wilfully withholds or fails to furnish to the central government, or the sraith- is waite and company umited, or the g()vernment company,i'or any ,~od 01' body of persons specified by that government, or the brait~waite and company limited, or the government 'company, any document relating to such undertaking which may be in his possession, custody or control or fails to deliver to the central gov- 20 emment, or the braithwaite and company limited, or the government company or any person or body of persons specified by that government, or the braithwaite and company limited, or the government company, any assets, books o~ account, registers or other documents in his possession, custody or coh'trol, relating to the 25 undertaking of the company; or ' (c) wrongfully removes or destroys any property forming part of any undertaking of the company or prefers any claim under this act which he knows or has reasonable cause to believe to be false , or grossly inaccurate, 30 shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to ten thousand rupees, or with both offences by companies 29 (1) where an offence under this act has been committed by a company, every person who at the time the offence was committed was 3s in charge of, and was responsible to, the company for the conduct of the business 01 the company, as well as the company, shall be deemed to be guilty of the offence and shl,ill be liable to be proceeded against and pui\ished accordingly:  ,,~vided that nothing contained in this sub-section shall render any 40 ,uch ,person liable to any punishment, i$ he proves that the offence was committed without his knowledge or that he had exercised all due diligence to preveat·the commi~ion of such offence (2) notwithstanding anything contained in sub-section (1) i wliere uly olfedce under this act has been comi'lrltted by a company and it is 45 pio~ed tbatthe-,of!ence has been comrn,ttted with the consent or conn!-v8doe of or ,is attributable to any neglect on tbe part of, any director liuidager, secretary, or other officer of the company, ~ch'dfrector, manager,  etary, or ot'her oftlcer ihall be deemed to 'be guilty' of that offence and sball be liable to be proceeded againrt and punished accor'dingly so (a) "company" means any bocly ~ate and includes a firm or other association of individuals;  ,<) 1"1' (b) "director", in relation to a firm, means a partner in the firm 5 30 (1) the central government may by nowication, make rules for carrying out the provisions of this act power to make rules (2) in particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or 'any of the following matters, namely:-10 (a) the time within which, and the maiul~r in whicb, an mtimation shall be given to the c~mmissioner under sub-section (3) of section 4; (b) the manner in which the monies in any provident fund or other fund referred to in section 13 shall be dealt with; is (c) any other matter which is required to be, or may be~pr  cribed (3) every rule made by the central government under this act ~all be laid, as soon as may be after it is made, before each house of parliament, while it is' in session for a total period of thirty days, which nuly 20 be comprised in one session or in two or more successive sessions, and if, before the expiry of, the session immediately following the session or the successive sessions aforesaid, both houses agree in making any modification in the rule or both houses agree that the rule should not be madie\~ the rule s1hall thereafter have effect only in such modified form 25 or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity 01 anything previously done under that rule power to remove 31 if any difficulty arises in giving effect to the provisions of w, act, the central government may, by order, not inconsistent with the 30 provisions of this act, remove the difficulty: ~cultiar provided that no such order shall be made after the expiry of a period of two years trom the date on which this act receives the assent of the president 32 it is hereby, declared that this act is: for giving effect to the 35 policy of the state towards securing the principles specified in clause (~~! of article 39 of the constitution declaration u to the j,oucyof the state explanation-in this section, "state" has the same meaning· as in article 12 of the constitution repeal and 18vfni, 33 (1) the gresham and craven of india (private) ltmrted (adqui-14 of 1977 40 sition and transfer of undertakings) ordinance, 1977, is hereby repealed (2) notwithstanding such repeal, anything done or any action taken under the ordinance so repealed shall be deemed to have been done or taken' under the corresponding provisions of this act  the schedule(see sectioll$ 18, 19, 20 and 22) 0a0i:r oj' pbioili'l'ibs for the discharge of liabilities of the company  part apost-toke-over management period 5 category i wages, salaries and other dues of the employees of the company category ii (i) loans advanced by the central government (ii) loans advanced by banks 10 cptegory iii any credit availed of by the company f()r the purpose of carrying on any trading or manufacturing operations catef1cw1l iv any other loans 15 category v revenue, taxes, cesses, rates or any other dues to the central government or a state government  part b20 pretoke-over management period categmy vi arrears in relation to contributions to be made by the company to the provident fund, salaries, wages and other amounts due to the employees of the company categcwy vii 25 overdrafts from banks categcwy viii revenue, taxes, cesses, rates or any other dues to the central government, a state government, a local authority or a state s1ectri~ty board ,c4tegory ix (i) any credit availed of by the company for the purpose at carrying on any trading or manufacturing operations   (it) any other dues  statement, of objects and reasonsmessrs gresham add craven of india (private) limited was a,private c:ompany wholly-owned by the westin,houle br~e anclsignal com~y limited of, uk and its nominee for variou, reasons including mismanagement, the company started inwning wises from 1966 and ultimately it had to be closed down on the 6th january, 1971 it remai,ed closed for three months and then the government of india, after investigation, took over the management of the company oft the 31st march, 1971, under the provisions of section 18a of the induttries (dev~lopment and regulation) act, 1951 'the factory was reopened on the 12th april, 1971 the company is mainly engaged in the manufacture of rolling stock components qf the indian railways, luch as, vacuum br'llke equipment, ejectors, steam valves, vacuum exhausters, etc atter take-over of the management by the central government, there had been eonsidera):\le progress in the production performance of the company the act",al production for the year 1976-77 had been of the order of rs 177 lakhs after careful consideration of the whole matter, the government pecided to acquire tile undertakings of this company at the time of take-over of the management of the company, it was cl'($r that it was not possible for the company to meet all its past dues accordingly, moratorium was imposed on the 14th august, 1972 in accordance with the provisions of section 18fb of the induatries (development and regulation) act, 1951, on realisation of the dues from the com~ pany the period oj this moratorium which cannot exceed five years in aggregate, expired on the 13th august, 1977 since early action was necessary, the undertakings of the company were acquired by promulgation of the gresham and craven of india (private) limited (acquisltion and transfer of undertakings) ordinance 1977 on the 30th september, 1977 the bill seeks to replace the said ()rdinance ne'w delhi; george fernandes the 10th november, 1977 clause 8 of the bill provides' for the payment, in cash, and in the manner specified in chapter vi of the bill, an amount of rs 1,76,00,000 for vesting jn the central government, the right, title and interest of the gresham and craven of india (private) limited in relation to the undertakings owned by it 2 sub-clause (1) of clause 9 provides fotr payment of further amount in cash, in conllderation for the deprivation of the company of the management of its undertakings, an amount to be calculated at the rate of rs 50,000 per annum, for the period commencing on the date on which the management of the undertakings of the company was taken over by the central government and ending on the 1st august, 1977, the appointed day it is estimate'd that this amount will be of the order of rs 3,20,000 3 sub-clause (2) of clause 9 provides that in consideration of the retrospective operation of certain provisions of the bill as specified therein, there shall be given, in cash, by the central government to the company, an amount ,equal to the amount calculated at the rate of rs 50,000 per annum for the period commencing on the appointed day and ending on the da1le of promulgation of the gresham and craven of india (private) limited (acquisition and transfer of undertakings) ordinance, 1977 this amount is estimated ,to be of the ()rder of rs 10,000 4 sub-clause (3) of clause 9 provides for payment of simple interest at the ralte of four per cent per annum for the period commencing on the date of promulgation of the ordinance and on the date on which the payr6ent of such amqunts is made by the commissioner of payments it is estimated that the interest payment in tenns of the provisions of the said sub-clause ilt likely to be of 'the order of rs 60,000 per month 5 clause 14 of the bill provides for appointment of commissioner of payments by the government with adequate staff to assist him for the purpose of disbursing the amounts payable to the company the salary and allowance of the commissioner of payments and his staff and expenditure on office and establi!;hment will be dl'frayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 10,000 per month 6 funds will \ alsci have to be provided for capital expenditure for modernisation and expansion of the undertakings to make them financi· ally viable it is estimated that about rs 77,00,000 may have to be provided on this account during the current financial yellf (19177-78) and the next financial year (1978-79) this expenditure will al90 be incurred after due appropriation by parliament by law 7 the bill, if enacted, is not likely to invol~ any other recurring or non-recurring expenditure  memorandum regarding delegated legislationclause 30 of the bill empowers the central government to make rules to carry out the provisions of the bill such rules may provide for matters, such as-(a) the time within which, and the manner in which, an intimation refen-ed to in sub-clause (3) of clause 4 of the bill shall be given; and (b) the manner in which the monies in any provident fund or other fund refl!rred to in clause 13 shall be dealt with the matters in respect of which such rules may be made are matters of procedure and administrative detail and it is not practicable to provjde for them in the bill itself the de-legation of legislative power is, therefore, of normal character  a billto provide for the acquisition and transfer of the undertakings of messrs gresham and craven of india (private) limited for the purpose of ensuring the continuity of production of goods which are vital to the needs of the railways and of 'the industries manufacturing engineering products and for matters connected therewith or incidental thereto (shri george fernandes, minister of industry) 