the brentfdrd  eijecrric (india) ld1ited (acquisition and trans]'e[i 01' ljl'iljt!ifi:akings) bill 1987 (to be/a2 introduced in 10k sapha) page (11) in the arrangement of clauses, 1 - against clalise 21, !2r "commissioner of''' ~ "chmmissioner to" 2 page 6, line 48,-3 for "30th january," -read "30th day of january, it -page 6, line 49,-for "shal" ~ "shal2" 4 page 9, line 15,-for "wthin" ~ nwithin"  sravana 2, 19 9 (saka) the brentford electric (india) limited (acquisition and transfer of undertakings) bill, 1987 arrangement of clauses chapter i pu:umtnary clausib1 short title and commencement 2 definitions  chapter iiacquisition and transfer of the undertakings of 'nie company transfer to, and vesting in, the central government of the undertakings of the company 4 general effect of vesting 5 company, to be liable for certain prior liabilities 6 power of central government to direct vesting ot the undertakings of the company ib andrew yule  chapter nl payment of amounts7 payment of amount 8 payment of further amounts  chapter iv management, etc, of the undertakings of the company9 management, etc, of the undertakings of the company 10 duty of persons in cbarge of management of the undertakings of the company to deliver all assets, etc ( 11 duty of ~sons to account for assets, etc, in their possession  chapter vpltov:tsions relatino to tal) employees of nu: company  cla1j&i:s12 continuance of employees 13 provident fund and other fund!! (i)  chapter vi commissioner of payments14 appointment of commissioner of payments 1$ payment by the central government to the commissioner 16 certain powers of the central ~rnment er andrew yule 17 claims to be made to the commissioner 18 priority of claims 19 examination of claims 20 admission or rejection of claims 21 disbursement of money by the commissioner of claimants 22 disbursement of amounts to the company 23 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii miscellaneous24 act to have overriding effect 25 contracts to cease to have eft'ect unless ratified by the central government or andrew yule 26 penalties 27 offences by companies 28 protection of action taken in good faith 29 delegation of powers 30 power to make rules 31 power to remove difficulties the schedule  'i:'q u&'ntfqij) ilictblc (india) ijmi'i'ed (acquisition and transfer of undertakings) bill, 1987 a billto provicbe for the acquisition and transfer of the undertakings of the brentford electric (indii&) ltmited, with a view to securing the pr0-per ~ of' 8'uch u,m,e,-taking8 so as to subsert7e the iaterests of the general public by ensuring the con'f'nued manufacture cmd production oj electrical equipmenu whack are essential to the need! of the economy of the country and for mattjer8 conn~d therewith or~l~ 8&af 1961 wli-a\s the b!'entford electric (india) ~imited had been engaged in the,mataeture andpr&duction of articles mentioned ~ the fij!st ~ dule·tbe:faduattles ~lopment and reeu1ation) act, 1951, namely electrical equipments; 5 and wherbas the management of the undertakings of the brentford eleetrlc (india) limited was taken over by the central government under section 18aa of the industries (development and regulation) act 65ofttsl 1951; am whjrea8 'it 'is' n~ty to acquire the undertakings of the b&--eat-10 forclieleotric '(india)" lbrii~ to ensure that the intecests 61 ·the ge" ~"il'e ~'by the ccmtin~ce, by the undertaki13f5 of "~ patif ""  ~ u2d prociuetion of ihe,donimicl ~ , are eeiieiltm'" the needs of the economy of the country; be it enacted by parliament in the thirty-eighth year of the republic of india as follows:-chapter i  preliminary1 (1) this act may be called the brentford electric (india) limited 5 (acquisition and transfer of undertakings) act, 1987 shol't title and con,· mencernent (2) the provisions of sections 26 and 27 shall come into force at once and the remaining provisions of this act shall be deemed to have come into force on the 1st day of april, 1986 z in this act, unless the context otherwise requtres,-10 deflnitiojll (a) "andrew yule" means the andrew yule and company limit· ed, calcutta, a company formed and registered under the companies act, 1956; 1 of 1868 (b) "appointed day" means the 1st day of april, 1988; (c) "commissioner" means the commissioner of payments 1s appointed under section 14; (d) "company" means the brentford electric (india) limited a company within the meaning of the companies act, 19s6, and 1 ot 18m having its registered office at 8, clive row, calcutta, in the state of west bengal; ! 20 (e) "notification" means a notification published in the oftlclal gazette; -' i (f) "prescribed" means preseribed by rules made· uftder this act; (g) "specifted date", in relation to any provision of thil act, 25 means such date as the central government may, by notiftcation, specify for the purposes of that provision and dhrerent dates may be specified for different provisions of this act; (h) words and exprdssions used herein and not defined but defined in the companies act, 1956, shall have the meanings respee- 30 10f 1811, tlvely assigned to them in that act, '  chapter nacquismon and 'l'ransfeji of 'me undertakings or'l'llz compan 3 on the appointed day, the uildertakinp of the company,'" tm right, title- and interest of tbe company in relatlod to ita 1iilderfajdn  , 35 shall, by vtftue of this ad, caud transferred to,  ver in, tile cntnl government '1 - ; transfer to, and veetint; in, the caltralgovemment of the undertakings oft!ie compadj geniinl efteet tjl velttftl  (1) the undertakings of the company shad be deemed to idciucle all urts, rights, lease-holds, powers, authorftifji and prlvueps, i!jd 111 pru(mlitr, movable and immovable, including l~ds  ¥cunp, ~ 40 ~~,, fmtruments, machinery and equipment, cub ~ -ja: ' on 1iihi/ellliwtues; demand drafts reserve funds, "i,nveetmeftt8  ~ delttw, and all other rights and interests in, or arising out of, such property as were immediately before the appointed day in the ownership, possession, power or control of the company, whether within or outside india, and all books of account, registers, records and all other documents of what-5 ever nature relating thereto (2) au 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, obliga'tion, mortgage charge, lien and all other incumbrances affecting them, and any attachment, injunction, 10 decree or order of any court, tribunal or other authority restricting the use of such properties in any manner shall be deemed to have been withdrawn 1 (8) every mortgagee of any property which has vested under this act in the cen'tral government and every person holding any charge, lien or is other interest in, or in relation to, any such property, 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 person 20 holding anv char~e lien or other interest in, or in relation to, anv such propertv shall be entitled to claim, in accordance with his rie:hts and interests payment of the ml)l'b!'ae:e money or other dues, in whole or in part out of the amount sne('iiied in section 7 and also out of the amounts 25 determtned under section r but no such morte-me, chare:e, lien or other interest shall be enforceable against any property which has vested in the central government (5) any licenre or other inrtrument etanted to the comnany in re-'~tion to any undf'rlakin~ which h:lc:; vested in the cf'ntral government unner ~prtion :j at anv tim~ hefore the annnfnterl day and in force fmme-30 diatelv hefore th:lt rhlv ~ha'l contitlllp to be in forre 0" and 1!fter surh day in ilc~orii::lnce with its tenor in tela'tion to and for the nl1rno~e~ of ruch unnertakinq :lnd on il"n from the ihte of vestln~ of stlch unriprfrkf"lt under sertlon 6 in andrf'w yule that comnanv shall he riel'>men to be substituterl in sllch 11l'en('e or othpr instrllmen't ac:; if s1lch 'icenc'e or 35 other instrument hllo been ptanted to an~rew yule 1!nd that comnany shall hold it for the remainder of thf' nerlori for which the company would have held it under 'the terms thereof '(01 tf on the ::innointeif d:lv any suit ;mneal or other nro('p"ninq' of wh'ltever naturp in rl'>1::tion to any nronertv whirh h:lc:; vpc:;ted fn the 40 centml c"rllvernment llnrler sedion ~ inl'!tftuted or nreforren bv or a{jainst the company is nending the 811me shall not ahate he discontinued or be, in any wav preiudicla'lv affected hv reason of the tran~fer of the undertakin~s of the company or of anything contained in this act but th~ !mit, appeal or other nroceedfn~ may be c'ontinued nrosecuted or enforced 4s bv or ag-ainst the central government or where th€' und'ertakinl!s nf the company are directed, 'fmner se('tion 6, fo vest in andrew yule hy or against andrew yule 5 '(1) every liabflftv of the company other than the lfabilities specifted in sub-seetfnn m, in resnect of any period orior to the atmofnted day so shl'ln be the l'l'ibflftv of the comnanv anrt shall be enforceable a~:lfnc:;t it and not ~gafnst the central government or, where' the ,mt!ertaldng! 0'0wlpuir to he uable_ certaid prtqr  bdltte& of the company are directed, under section 6, to vest in andrew yule, against andrew yule (2) any liability arising in respect of advances made to the company for the supply of articles, or in respect of materials supplied to the company, after the management of the undertakings of the company bad 5 been taken over by the central government shall on and from ~ appointed day, be the liability of the central government or of andrew y1lle, aathe case may be, and shall be discharged by that government or andrew yule, as and when payment for such advances or supplies becomes due and payable 10 (3) for the removal of doubts, it is hereby declared that,-(a) save as otherwise expressly provided in this section or in any other provision of this act, no liability of the company, in  respect of any period prior to the appointed day, shall be enforceable against the central government, or where the underialdngs 15 of the company are directed under section 6, to vest in andrew yule, against andrew yule (b) no award, decree or order of any court, tribunal or other authority in relation 'to the undertakings of the compluly, pused after the appointed day in resp£:ct of any matter, claim or dispute, 20 which arose before that day, shall be enforceable against the central government or wher(s the undertakin~ of the company are directed, under section 6, to vest in andrew yule, against andrew yule; (e) no liability incurreo by the company before the appointed day for the contravention of any provision of law for the 'time befng 25 in force shall be ~nforeeable allainst the central government or where the undertakin~ of the company are directed: under section ft, to vest in andrew yule, against andrew yule 6 (1) notwithstanding anything contained in sections 3 and 4, the central governmen't may subject to such terms and conditions as it 30 may think fit to impose, direct by notification, that the undertaldn~ of the companv and the rilrht, title and interest of the company in relation to its undertakjngs, which have ve-<;ted in the central government under section ~ shall instead of continuing to vet:l't in the centt'al government, vest in andrew yule, either on the date of the notification or on sueh 35 earlier or later date (not beinl! a nate earlier than 'the appointed day) as may be specified in the notification power of central government t" direct vesting o! the undertakings of the company tnandrew yule (2) wherp the rif!ht title and interest, and the liabiuties referred tn in sub-section (2) of section 5 of the companv in relation to its undertakings vest in andrew yule under ~mb-sectio~ (1) andrew yule shall, 40 on and from the date of such vesting bf:' dpemecl to ha,re become the owller in relation 'to such undertflkin{!s and all the ril!hts and liabflitie!'f of the central government in relation tn such undertakings shall on and from the date of such vestinll re dp't>med to have "t;ecome the right  and liabilities respectively, of andrew yule    '45 ' '  '" chapter m , w· of ~' •• -•• ____ 0 , ,  ,':' hi '1'01' dae - tramfer tft anti ~eear til •• eenfnl' t"oftftnlleftf under of ~ ;litictlon 3, of the andettak1ng~ q' f"~ company ,nd the rirrjj( fftle 1''' baterest of the company in relation to its undertddngs, there shall be paid liy die central government to the compeay in cash, and in the manner speeiflod in chapter vi, an amount of rupees thirty-seven lakhs ami fifty thou,and p~ment of further amounts 5 8 (1) for the deprivation of the company of the management of its undertakinrs, there shall be paid by the central govel'nment to the company in cash, an amount calculated at the rate of five thousand rupees per and urn for the period commencing on the date on which the management of the undertakings of the company was taken over in pur-10 suance of the order made by the central government under section 18aa 65 o~ ]~l of the industries (development and regulation) act, 1951, and ending on the appointed day (2) in consideration of the retrospective operation of the provisions of sections 3, 4 and 5 there hall also be paid by the central govern-j 5 ment to the company in cash, an amount calculated at the rate of five thousand rupees per annum for the period commencing on the appointed day and ending on the date on which this aet receives the aaent of the president , - (3) the amounts specified in section 7, and the aldfmlts ~  20 accordance with the provi~ious of sub«ctigns (1) bdd (2), shall amoy simple interest at the rate of four per cent per annum for the period ~encing on the appointed day and ending on the date on which paymut of such amounts is made by the central government to the commluioner 25 (4) the amounts determined in accordance with the provisions of sujt1ectieas (1) (2) and (3) sbali be paitl by the central govemmeat to the compluly  addition to the amount specified in section 7 (5) 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 30 central government under section 3, shall be discharged from the amount referred to in section 7, and also from the amounts determined under su~ctions (1) t (2) and (3), in accordance with the rights and interests of the creditors of the company  chapter iv 35 management, etc, of the undertakings of tile companymanagement, etc, of the undertakings of the company 9 the general superintendence, direction, control and management of the aftairs and business of the undertakings 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 made by 40 the central government under sub-section (1) of section 6, vest in andrew yule, and thereupon andrew yule shall be entitled to exercise, to the exclusion of all other persons, all sttch powers and do all suell thinas as the companv w'8i authorised to exercise and do in relation to its undertakings  , duty of persol1l ineharge of management ottha undertakinpof tbecompanyto deuverall  etc dutyot penonato aeeou;nt for_ta, etc, ill thelrpoe-m!iiion io (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 v~ting shall be bound to deliver to andrew yule all assets, books of account, registers or other documents in their custody relating to the undertakings of the 5 company (2) the central government may issue such directions as it may deem desirable in the circumstances of the case to andrew yule as hi its powers and duties and andrew yule may also, if it so desires, apply to the central government at any time for instructions as to the manner 10 !n which the management of the undertakings of the company shall be conducted by it or in relation to any other matter arising in the course of such management 11 (1) a:jjy person who has, on the appointed day, in his possession or under his control, any assets, books, documents or other papers relat- 15 ing to any undertaking 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 belonged, if the undertakings owned by the company had not vested in the central government or andrew yule, shall be liable to account for the said assets, books, documents and other 20 papers to the central government or andrew yule and shall deliver them to the central government or andrew yule or to such person or persona as the central government or andrew yule may specify in this behalf (2) the central government or andrew yule may take or cause to be taken all necessary steps for securing possession of the undertakings of 25 the company which have vested in the central government 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 t::omplete inventory of all its propprties and assets, as on the appointed day, pertaining 30 to the undertakings which have vested in the central government under section 3 and for this purpose, the central 9'<>vernment or andrew yule shall dord to the company all reasonable facilities chapter v provisions rllanng to the employea of tim company 35 12  (1) every person who has been, immediately before the appointed day, employed in any undertakings of the company shall become,-,(a) on and from the appointed day, an employee of the central government, and (b) where the undertakings of the company are directed under 40 sub-6ection (1) of section 6 to vest in andrew yule, an employee of andrew yule on and from the date of such vesting; and shall hold office or service under the central government or andrew yule, as the case may be, with the rights and privileges as to pension, gratuity and other matters admissible to him immediately before the s appointed day, as modified by the memoranda of settlement signed by 4 the representatives of the management and the employees of the company on the 28th day of january, 1986 and the 30th january, 1986, and shal continue to do so unless and until his employment under the central government or andrew yule, as the case may be, is duly termi- so natecl or lultil his remuneration and other conditions of service are duly altered by the central government ~ andrew yule, as the case may be (2) notwithstanding anything contained in the industrial disputes :i4 of 1947 act, 1947, or in any othot;!r law for the time being in force, the transfer of the services of any officer or other person employed in any undertak· ing of the company, to the central government or and~w yule shall 5 not entitle such officer or' other employee to claim any compensation under this act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority 13 (1) where the company has established a provident fund, super- provt-' annuation fund welfare fund or any other fund for the benefit of the dent 10 persons employed in any of its undertakings, the moneys relatable to the tund and officers or other employees, whose services have become transferred by other or under this act to the central government or andrew yule shall, funds out of the moneys standing, on the appointed day, to the credit of such  provident fund, superannuation fund, welfare fund or other fund, stand 15 transferred to, and vest in, the central government or andrew yule, as the case may be (2) the moneys which stand transferred under sub-section (1) to the central government or andrew yule, as the case may be, shall be dealt with by thnt government or andrew yule in such manner, as 20 ltlay be prescribed  chapi'er vi commissioner of' payments14 (1) the central govcrnm~nt shall, for the purpose of disbursing appointthe amounts payable under sections 7 and' 8 to tht\ company, by notifi- ment ot 25 cation," appoint a commissioner of payments commil  (2) the cpntral government mayappoint such other persons as it lionerot,· may think fit to assist the commissioner and thereupon the commissioner pay" may authorise one or more of such persons also to exercise all or any of menu the powers exercisable by h'im under this act and different persons may 30 be authorised to exercise different powers (3) any person authorised by the commissioner to exercise any of the powers exercisable by the commissioner may exercise those powers in the same manner and with the same effect as if they have been conferred on that person directly by this act and not by way of authori-35 sation (4) the salaries and allowance~ of the commissioner and otber persons appointed under this section shall be defrayed out of die ccmi8o  - ted fund of india ~ (1) the central government shall, within thirty days from the 40 specified date, pay, in cash, to the commissioner, for payment to the company,_ (a) an amount equal to the amo\lrtt specified in section 7; and patfttlnt by the cedtra1 governmentto the codi'  sioner: (b) further amount equal to the amounts payable to the com, pany under section 8 45  (2) a deposit account shall be opened by the central government m favour of the commissioner in the public account of india, and every amount paid under this act to the cdmn1issioner shall b~ depdsited by him to the credit of the said deposit account and the said deposi' account shall be operated by the commissioner; (8) records shall be maintained by the commissioner in reapect of the undertakings of the company in relation to which payments have been made to him under this act (4) interest accruing on the amounts standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit 5 of the company 16 (1) 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 10 yule, and realised after the appointed day notwithstanding that the realisation pertains to a period prior to the appointed day certain powers ofsbe central governmentor 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 that government or andrew yule, after the appointed day, for 15 discharging any liability of the company, not being any liability specified in sub-section (2) of section 5, in relation to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attaching, under this act, to the matter in relation to which such liability has been discharged by the central government or 20 andrew yule (3) save as otherwise provided in this act, the liabilit~s of the company, in respect of any transaction prior to the appointed day, which have not been discharged on or before the specified date, shall be the liabilities of the company 25 17 every person having a claim against the company with regard to any of the matters specified in the schedule, pertaining to any of its undertakings, shall prefer such claim before the commissioner within thirty days from the specified da te: claims tobl made \0 the commia· ldoner provided that if the commissioner is satisfied that the claimant was 30 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, but not thereafter priority 18 the claims made under section 17 shall have priorities in accorofclabnl dance with the following principles, namely:-35 (4) category i shall have precedence over all other categories and category ii shall have precedence over category iii, and so on; (b) the claims specified in each of the categories shall rank equally and be paid in full, but, if the amount is insufficient to meet such c'lairns in full, they shall abate in equal proportions and be paid 40 accordingly; and (c) the question of diltcharaing any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all tht! liabilities specified in the immediately higher category it (1) oll receipt of the claims made under section 17, the commissl()ner shall arrange the claims in the order of priorities specified in the schedule and examine the same in accordance with such order ot priotities  (2) if, on an examination of the claims, the commissioner is of opinion 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 reoqui red to examine the claims in respect of such lower category admit· staaor rejee tion o' alaidil- 5 20 (1) after examining the claims with reference to the priorities set out in the schedule, the commissioner shall fix a certain date on or b:efore which every claimant shall file the proof of his claim , (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 10 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, 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 15 (3) every claimant who fails to file the proof of his claim wthin the period specified by the commissioner shall be excluded from the dis-bursements made by the commissioner (4) the commissioner shall, after such investigation as may, in his opinion, be necessary and after giving the company an opportunity of 20 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 (5) the commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, 25 including the place 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 are vested in a civil court under the code of civil procedure, lof 19g8 1908, while trying a suit, in respect of the following matters, namely:-30 (a) the summoning and enfoi"cing 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 wit-35 nesses -'5 of 1880 j 011974 (6) any investigation before the conunissioner shall be deemed to be a judicial pro~eding within the meaning of sections 193 and 228 of the indian penal code and the commissioner shall be deemed to be a civil court for the purposes of section 195, and chapter xxvi, of the code 40 of criminal procedure, 1973 (7) a claimant who is dissatisfied with the decision of the commis-sioner, may prefer an appeal against such decision to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the company is situated: 4~ provided that where a person who is a judge of a high court is appo:nted to be the commissioner, the appeal shall lie to the high court at calcutta, and such appeal shall be heard and disposed oj by no't l"s than two judges of that high court, 21 after admitting a claim under this act, the amownt due in respect of such claim shall be paid by the commissioner to the person or persons to whom such amount is due and on sllch payment, the liability of the company in respeot of such claim shall stand discharged disbur sement of moncy by the commis-jig_ to c1\limaats qisburse· ~edl of amounts to the company 22 (1) if, out of the moneys paid to him in relation to the undertak-5 ings of the company, there is a balance left after meeting the liabilities specified in the schedule, the commissioner shall disburse such balance to the company (2) where the possession of any machinery, equipment or other pro- perty has vested in the central government or andrew yule under this ]0 act, but such machinery, equipment or other property does not helong to the company, it shall be lawful for the central governm~nt or andrew yule, to continue to possess such machinery or equipment or other property on the same terms and conditions under which they were possessed by the company immediately before the appointed day 15 23 any money paid to the commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the office of the commissioner is finally wound up, shall be 1ransferred by the commissioner, before his office is finally wound up, to the general revenue account of the central government; but a claim to any money lzo 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 claim, being treated as an order for the refund of revenue uddi!-bursedor -unclaim· edamountto be de· poiilted totbe  1 l'e'ftnue account  chapter vii25 miscellaneous 24 the provisions of this act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being act to have overridtng dect 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 30 authority fz5 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 appointed day, shall, on and from the expiry of a period of one hundred 35 and eighty days from the date on which this act receives the assent of the pre~ident, cease to have effect unless such contract is, before the expiry of that period, ratified, in writing, by the central government or andrew yule in which such undertakings have been vested under this act, and in ratifying such contract, the central government or 40 andrew yule may make such alteration or modification therein as it maythink fit: contracts to cease to have effect udl-ratlftec1 by the cejltral governmeator andrew yule provided that the central government or andrew yule shall not omit to ratify a contract and shall not make any alteration or modification in a contraot-(a) unless it is satisfied that such contract is unduly onerous or juts 'been entered into in bad faith or is detrimental to the interests of the central government or andrew yule, and (b) except after givmg 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 26 a:ny person who,-5 penaltim (a) having in his possession, custody or control any property forming part of the undertakings of the company, wrongfully withholds $uch property from the central government or andrew yule; or 10 (b)  wrongfully obtains possession of, or retains, any property forming part of the undertakings of the company; or (c) wilfully withholds or fails to furnish to the central 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 15 relating to the undertakings, which may be in his possession, custody or control; or (d) fails to deliver to the central government or andrew yule or any person or body of persons specified by that government or and·rew yule, as the case may be, any· assets, books of account, 20 registers or other documents in his possession, custody or control relating to the undertakings of the company; or (e) wrongfully removes or destroys any property forming part of the undertakings of the company or prefers any claim under this act which he knows or has reasonable cause to believe to be false 25 or grossly inaccurate, jhall 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 27 (1) where an offence under this act has been committed by a offences 30 company, every person who, at the time the offence was committed by comwas in charge of, and was responsible to, the company, for toe conduct panies of the business of the company, as well as the company, shall be deemed to be guilty of the offence and shah be liable to be proceeded against and punished accordingly: 35 provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he pro~s that the offence was' committed without his knowledge or that he had exercised all due qiligence to prevent the commission of such offence (2) notwithstanding anything contained in sub-section (1), where 40 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 dire'ctor, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that 45 offence and shall be liable to be proceeded against and punisbed accordingly, i erplamtion-for the purposes of this section,-(4) "company" means any body corporate and includes a firm or other association of individuals; and (0) "director", in relation to a firm, means a partner in the fi~ 5 f41 (1) no suit, prosecution or other legal proceeding shall lie against the central government or any officer of that govemment or andrew yule or other person authorised by that government or andrew yule tor anything which is in good faith done or intended to be done under this act 10 protec· tlbdjaf action taken inlood faith (2) no suit or other legal proceeding shall lie against the central government or any officer ot that government or anckew yule or other person authorised by that government or andrew yule tor any damage caused or li~ly to be caused by anything which is in good faith done or intended 't~ be done under this act 15 delela· tionof pow 219 (1) the central government may, by notification, direct that all or any of the powers exercisable by it under this act, other than the powers conferred by this section and sections 30 and 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 20 (1), the person to whom such power has been delegated shall act under the direction, control and supervision of the central government 30 (1) the central government may, by notification make rul~ for carrying out the provisions of this act power to jnab rules (2) in particular, and without prejudice to the generality of the 25 foregoing power, such rules may provide for all or any ot the following matters, namely:-(a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4 shall be given; (0) the manner in which the moneys in any provident fund or 30 other fund, referred to in section 13 shall be dealt with; (e) an~ 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 3s parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, ~fore the expiry of the session immediately following the session or the successive sessions aforesaid, both houses agree in making any modifit:ation in the rule or both houses agr~ that the 40 l"ule should not be made, the ruje shall thereafter have effect only in such modified fonn 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 of anything previou6ly done under that rule it if any difttculty arises in giving effect to the provisions 01 tll~ act, the central government may, by order, not inconsistent with the provisions of this act, remove the difficulty: powerid remove di1ftculties provided that no such order shall be ma~ after the expiry of a 5 period of two yeats from the date on which this act receives the assen~ of the president  the schedule[see sections 17, 19(1),20(1) and 22(1)]  order of priori'lus post-take-ode?' management periodjo category 1-(a) wages, salaries and other dues payable to the employees of the company (b) deductions made from the salaries and wages of the employees 15 of the company for provident fund, the employees' state i insurance fund, premium relating to the life insurance corporation of india or for any other purpo~ category ii-principal amount of loans advanced by-(i) the central government; 20 (ii) a state government; (iii) banks and financial institutions; (iv) any other source - ! 25 category iii-(a) arrears in relation to contributions to be made by the company to provident fund, the employees' state insurance fund or under any other law for the time being in force providing for such contributions (b) any credits availed of by the company for the purpose of carry  30 ing on any trading or manufacturing operations, other than those specified in sub-section (2) of section 5 (c) any dues of state electricity boards or other government or emi-government institutions against supply of goods or aervice8, othet than those specified in sub-section (3) of section 5 , 3s (d) arrears of interest on loans and advances category iv-(a) reveri'¥l taxes, cesses, rates or other dlles to the central goy· ernment, a state goveriiment or any local authority (b) ~1 bther dues 40 pre-take-c>ver management period category v  (a) wages, ilalaries and othet dilles payable to the employees ot the company ' (b)  deductions made from the salaries and wages of the employeei of the company for provident fund, the employees' state insurance fund, prtmlium relating to the life insurance corporation of india or for any ~ther purpose 5 category vi-(a) principal amount of secured loans advanced by-(i) the central government; (ii) a state government; (iii) banks and financial institutions (b) arrears in relation to contributions to be made by the company 10 to provident fund, the employees' state insurance fund or under any other law for the time being in force providing for such contributions category vii-principal amount of unsecured loans advanced by-(i) the central government 15 (ii) a state government; (iii) banks and financial institutions category vlii-(a) any credits availed of by the company for the purpose of carrying on any trading or manufacturing operations 20 (b) any dues of state electricity boards or other government or semi-government institutions against supply of goods or services (c) arrears of interest on loans and advances (d) revenue, taxes, cesses, rates or other d~s to central government, a state government or any local authority 25 (e) any other loans or dues  statement of objects and reasonsthe brentford electric (india) limited, calcutta, (bell), established in 1964, has been in existence for about 23 years and has been engaged in the manufacture of regulators of up to 5000kv a, rectifiers, special transfonners, distribution transformers, etc the products of the company are of high quality and are requlred for defence establishments, state electricity boards and atomic energy establishments the company is at prescnt employ;ilg about 200 persons 2 bell started incurring losses from 1975 and ran into serious financial difficulties in 1976 the management of the company was taken over by the central government under section 18aa of the industries (development and regulation) act, 1951 and andrew yule and company limited, a government company, was appointed as the 'authorised person' for managing its affairs the period of takeover of the management of bell was extended from time to time and is presently stands extended up to the 25th november, 1987 at the time of bike over, the accumulated losses of bell were es 9037 lakhs and its liabilities to third parties aggregated to rs 8733 lakhs however, the sales turnover of the company has improved considerably in the post-take-over period and it has been able to turn the corner by 1979-80, thus establishing that its operations are technically lind commercially viable during the years 19'79-80, 1980-81, 1981-82 and 1985-86, the company earned profits during the years 1982-83 and 1984-85, the undertaking incurred losses mainly due to labour problems and lock-out 3 considering the fact that the company had heavy losses on the date of take over, it is evi~ent that it would never be able to service its old liabilities though its current operations, without the drag of the pre-takeover liabilities, are viable the company cannot at the same time be run for an indefinite period under the provisions of the industries (development and regulation) act, 1951 4 studies made to determine the future set up of the company revealed that the undertakings of the company should be nationalised in order to consolidate the gains of management and to ensure uninterrupted supply of critical items required by defence establishments, etc in view of the importance and high demand of the products manufactured by toe company and the loss of employment to about 200 persons, if the company were to be closed down, it is considered necessary to take aver the undertakings of the ,company 5 the bill seeks to achieve the aforesaid object apat't from providing for t1:e acquisition and transfer of the undertakings of the company, the'bill provides for the payment of an amount for such acquisition vesting of the undertakings of the company in the andnw yule, a government company, appointment of a commissioner of payments for the purpoieof disbursing the 8dlowlt payable tothecompany and for other incidental and consequential matters new delhi; j vengal rao the 25th july, 1987 clause 3 of the bill provides for the transfer to, and vesting in, the central government of the undertakings of brentford electric (india) ltd, calcutta clause 7 provides for the payment in cash and in the manner specified in chapter vi of the bill, of an amount of rs 37,50,000 for the transfer to, and vesting in the central government, the right, title and interest of the company in relation to its undertakings 2 sub-c1auje (1) of clause 8 of the bill provides for payment of a further amount in cash, in consideration of the deprivation of the company of the management of its undertakings, calculated at the rate of rupees five thousand per annum, for the period commencing on the date on whicn the m:magement of th(, undertakings of the company was taken over by the central government and ending on the 1st april, 1986, the appointed day it is estimated that this amount will be of the order of rs 35,000 3 sub-clause (2) of clause 8 of the bill provides for payment of a furu"er amount to the company in cash, in consideration of the retroo;ppctive operation of the provisions of clauses 3, 4 and 5, calculated at the rate of rupees five thousand per annum, for the period commencing on the appointed day and cnding on the date on which the bill receives the assent of the president it is estimated that this amount will be of the order of rs 5,000 4 sub-clause (3) of clause 8 of the bi11 provides for payment of simple interest at the rate of four per cent per annum in respect of amounts payable under clause 7 and sub-clauses (1) and (2) of clause 8 for the period commencing on the appointed day and ending on the date on which payment of such amounts is made by the central government to the commissioner of payments it is estimated that this amount is likely to be of the order of rs 1300~ per month 5 clause 14 of the bill provides for the appointment of a commissioner of payments by the central government with adequate staff to assist him for the rurpose of disbursing the amounts payable to the company sub-clause (4) of this clause provides that the salaries and allowances of the commissioner of payments and the other persons to assist him will be defrayed out of the consolidated fund of india the estimat-ed expenditure on this account is likely to be of the order of rs 10,ouo ~r month 6 separate budgetary provision will be made for protecting the secured pre-take-over dues and post-take-over dues of banks and financial institutions and the post-tak~ver dues of the andrews yule, to the tune of approximately rs 76 lakhs and which cannot be met by the compensation amount 7 the bill it enacted, is not likely to involve 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 provif:jons of the bill the matters in respect of which rules may be made, inter alia, relate to the time within which, and the manner in which, intimation regarding any mortgage, charge, lien, etc, on the properties which have vested in the central government may 00 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 andrew yule and company 2 the matters in respect of which rules may be made are matters of procedure and adm::nistrative detail the delegation of legislative power is thus of a normal character  billto provide for the acquisition and transfer of the undertakings of the brentford electric (india) limited, with a view to securing the proper management of such undertakings so as to sub serve the interests of the general public by ensuring the continued manufacture and production of electrical equipments which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto (shri j vengal rao, ·minister of indu~ry) 