 tothe swadfshi ootton milib cjmpany limn'ed (acquisition and transfer ol~' ulillfrtakings) bill, 1986 (to bel as inti'q~uced in lok sabha) i page (i), against clause no11 ,-[q! itdutjes" ~§<1 "dllt yo" 2 page (ii), against clause no27,-[qr 111'elh;litteg h ~~aq "l:'ena1~· -, ~ page 6, line 2,-for "he" ~ "the" ~ page 1 5, lin e 1 5 , -£2r "1'reglllations tl ~ "regulation" 1~ delhi; ~ti 2 1986 f s&a 12, ";)08 (saka)  the swadesffi cotton mills company limited (acquismon and transfer of undertakings) bill, hi86 arrangement of clauses chapl'er ipbelminaby  clausrs1 short title and commencement 2 definitions  chapter ii acquisition and transfer of the textile 'un'dl!ilft'akni'gs3 transfer and vesting of the textile undertakings 4 general effect of vesting 5 company to be liable for certain prior liabilities 6 transfer of any textile undertaking or part thereof to a subsidiary textile corporation  7 shares to be'issued by national textile corporation for the value of assets transferred to it by the central governlllflllt  chapter iii payment of amounts8 payment of amount 9 payment of further amounts  chapter iv manaoiiiment, e'l'c •• 01' the textile t1nddltakings10 management, etc, of the textile undertakings 11 dutiel ot persona in charp of manageme'llt of the textile undertakinrs to deliver all assets, etc  chapter v piovisions aelating to employees of the textile undertakings12 continuance of employees of the textile undertakings 13 provident and other funds 14 transfer of employees to a subsidiary textile corporation  chaffer vi commissioner of paymentsclauses   15 appointment of commissioner of payments 16 payment by the central government to the commissioner 17 certain powers of the national textile corporation 18 claims to be made to the commissioner 19 priorities of claim's 20 examination of elaims 21 admission or rejection ofo!aims 22 disbursement of maney by' the commissioner to claimants 23 undisbursed or unclaimed ambnt to be deposited with the general revenue account  chapi'er vii mlscellanilous24 act to have overriding effect 25 aaswjlption of liability 26 ccmtracts to cease to have effect unless ratified by national textile corporation 27 penalities 28 offences by companies 29 protection of action taken in good faith 30 de1egationof powers 31 power to make rules 32 power to remove difficulties 33 repeal and saving  the schedule the swadeshi co'm'on mills company limited (acquisi- tion and transfer of undertakings) bill, 1986 a billto provide for the acqu!bition anci'tran8jer of certain textile unclertakimgs of the swades11i cotton mills company limited, with a ti:ew to securing the proper mgnagement of such undertakings so as to subserve tne ';nterests of the gene'ltll public by ensuring the conti-n'tled 5 manufacture, production and di'1trilb1ltion of different varieties of cloth and yarn and thereby to give effect to tile pdlicy of the state towards securing the principles specifu!d in clauses (0) and (c) of article 39 of the constitutbn and for matters connected therewith or incidental thef4eto jo whereas the swadeshi cotton mills company limited has, throuf,h its six textile undertakings, been engaged in the manufacture and production of different varieties of cloth and yarn; and wherf~~s the managem~nt of the said textile undertakings was taken over by 'the central government ,under section 18aa of the 86 of 1951 15 industries (development and regulation) act, 1951;  and wi:ler&\s large sums of money have been invested with a view to ma~ing the said textile underta~s viable; ann whereas further investment of very 1arse sums of money i neeessary for the purpose of securing the optimum utilisation of the !lo available facilities for the manufacture, produetion and distribution of cloth ana ¥i!~ br t!l~ ~a~~ textil~ ynd~~,s "f the com~;  and whbreas such investment is also necessary for securing the continued employment of the workmen employed in the said textile llnc:ler takings; and whereas it is necessary in the public interest to acquire the said textile undertakings of the swadeshi cotton mills company limited to 5 ensure that the interests of the general public are served by the conti nuance by the said undertakings of the company of the manufacture, production and distributio'l1 of different varieties of cloth and yarn which are vital to the needs of the country; and whereas such acquisition is for giving effect to the policy of the 10 state towards securing the principles specified in clauses (b) and (c) of arucie 39 of the constitution; bz it enacted by parliament in the  thirty-seventh year of the republic of india as fouows:- chapter i prl:innnary1 (1) this act may be called the swadeshi cotton mills company limited (acquisition and tra'llsfer of undertakings) act, 1986 short title and ~­mence ment (2) the provisions of sections 27 and 28 shall come into force at once, and the remaining provisions of this -act shall be deemed to have come 20 into force on the 1st day of april, 1985 z in this act, unless the context otherwise requires,-definitions (a) "appointed day" means the 1st day of april 1985; (b) "commissioner" means the commissioner of payments appointed under section 15; lof 1956 (c) "company" means the swadeshi cotton mills company limited kanpur, a company within the meaning of the companies act,' 1956, and having its registered office at swadeshi house, civij lines kanpur, in the state of uttar pradesh; (d) "date of taking over" means the date on which the manage- 30 ment of the textile undertakin~s of the company was taken over bv the central government by virtue of the order of the government of india in the late ministrv of industrial development no so 265 (e) dated the 13th april 1978, made under clause (a) of sub-section (1) of section 18aa of the industries (development and regulation) 35 act, 1951; 65 of 11151 1 of 11118 (e) "national textile corporation" means the national textile corporation limited, a company formed and registered under the companies act, 1956; (n "notification" means a notification published in the official 40 gazette;  (g) "ordinance" means the swadeshi cotton mills company limited (acquisition and transfer of undertaki'ngs) ordinance, 1986; 5 of 1988 '(h) "prescribed" means prescribed by rules made under this ~; 45  m _,"specified date", in r~lation, to any· provi8ion of thl" ·,ad -  " ~~!; !,!c~ ~1t 's t~, 9'ntr~·:c}9y,nunnt inay"by j\otlftoatt - " i •• ' ,' 01' - - '    ~-f',  ·· j , ,  ·r  : •• :,!1~ • ~ •• : •• ~,;:~ o":, ', • : '  'i ," , ~':" '" " ,' :' - ,j , ,' - , in the official gazette and in the newspapers circulating in, the locality in which the registered office of the company is situated specify for the purposes of that provision and different dates may be specified for different provisions of this act; 5 (;) "subsidiary textile corpw:ation" means a textile corporation formed by the national textile corporation as its subsidiary; (k) "textile undertakings" means the six textile undertakings ot the company specified below:-(,) the swadeshi cotton mills, kanpur; 10 (ii) the swadeshi cotton mills, pondicherry; (iii) the swadeslti cotton mills, naini; (iv) the swadeshi cotton mills; maunath bhanjan; (v) the udaipur cotton mills, udaipur; (vi) the rae bareh textile mills, rae bareli; ' of 1956 (1) words and expressions used herein and not defined but defined in the companies act, 1956, shall have the meanings respectively assigned to them in that act  chapter ii acquisition and transfer of the textile undertakings20 3 (1) on the appuinted day, every textile uildertaking and the riaht t:tle and interest of the company in relation to every such-textue under taking shall hy virtue of tid!; act, stand transferred to, and shall vest iu, the central g011cruntcnt tunsfer and vesting of the textile undertakings (2) every such textile undertakinl' which itands vested in the central 25 government by virtue of sub·sectiod (1) shall, immediately after it has' so vested, dand transferred to and ,-sted ·jn the national textile corporation general effect of vestin'g 4 (1) the textile undertakin~s referred to in section 3 shall be deemed to include all assets, rights lease-holds, powers, authorities and 30 privileges and all property, movable and immovable including lands buildings workshops, stores, instruments, machinery, and equipment, cash balances cash on hand, reserve funds, investments and book debts pertaining to 'the textile unvcrtakings and all other rights and interests in or atising out of, such property as 'were immediately before the 'appointed 35 dav in the ownership, possession, power or control of the 'company in relation to the said undertakings whether within or outside india, and all books of account, registers and all other documents of whatever nature relating thereto (2) all property as aforesaid which have vested in the central 40 government under sub-section (1) of section 3 shall by force of such vesting, be freed and dischar~d from any trust, obligation, mortgage charge lien and all other incumbrances affec~g it, and anv attachment, injunction· or decree or order of any court or other authority restricting the use of such property in any manl'ler shall be deemed to have been ",5 withdrawn, '  , ,  (3) where any licence or ot~r instrument had been granted at any time before the appointed day to the company in relation to the textile undertakings by the central government or a state government or any local authority, the national textile corporation shall" on and from such day, be deemed to be substituted in such licence or other instrument in j place of the company as if such licence or other instrument had been granted to the natipnal textile corporation and that corporation shall  hold it for the remainder of the period for which the company to which it was granted would have held it under the terms thereof (4) every mortgagee of any property which has vested under this ifl act in the central government and every person holding any charj:!e, 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 intimation to the commissioner of such mortgage, charge, lien or other interest (5) for the removal of doubts, it is hereby declared that the mort- 15 gagee of any property referred to in sub-section (2) or any other person holding anv charge lien or other interest in, or in relation to, any such property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgaj;(e money or other dues in whole or in part, out of the amounts specified in section g and section 9, but no 20 such mortgage charge lien or ot~~r interest shall be enforceable ~gainst any property which has vested in the central government (6) if, on the appointed day any suit, appeal or other proceeding of whatever nature in relation to any property which has vested in the central governmenlf: under section ~ instituted or preferred by or against :15 the company is pendi~g tqe sam~ shall nqt ~bat~ be discontinued or be in any way prejudicially affected by reason of the transfer of the t~xtilp undertaking!': or of anythin~ contained in this act but the suit appeal or other pvoceedinli/: mav be conttnu$l,prosecuted or enforced by or against the national 'textile corporatiqn, 30 company to be liable for certl!in 5 (1) every liability of the company in relation to the textile undertakings in respect of any period prior to the appointed day shall be the liability of ute comonny apct shall be enforce~ble against it  and not against the central govern!oeljt or the national textile corporation pri~ liabilities (2) for the removal of doubts, it is hereby declared that,-35 (a) sav~ as otherwise expressly provided in this section or in any other section of this act, no liability of the company in relation to the texti~~ unde~~kings, in resoect of any period prior to the appointed d~y sh~l be enforceable against the central governme'rit 40 or the n~tional texti~e corporation; (b) no award, decree or order of any court, tribunal !lr other authority in relation to any textile undertaking, oassad after the appointed day, in resped of any matter claim or dispute which arose before that day shall be enforceable against the central government or the national textile corporation; 45 (c) no liability incurred by the company 'in relation to any texiue ·undertaking before the appointed day, for ·the contravention of  any provision of law for the time beirig in force, shall be enforceable against the central government or the nationa} textile corporation, 6  (1) the national textile corporatioil may, by' order idwritidg, transfer any of the textile  un  s't  ori}'tthedeofto - sub 'mi"1 textile corporation and any such transfer shall be subject to such tenns and conditions as may be specified' in the said order  5 (2) the subsidiary telttile cor-pgration thall, on a lid from the' cwe qf such transfer, be deemed to be substituted in the liceace or other instrument referred to in sub-section (3) of section 4 in place of the national textile corporation as if 'such licence or other insulidmjlt bad been granted to the subsidiary textile corporation, and shall boldsllch tranafe'r of any textue undertaking oi' part thereot to a subsi diary textile corpora, tion i c) licence or other instrument for the remainder of the period for which the national textile corporation would have held such licence or other instrument (3) save as otherwise expressly provided in this act, reference'$ in this act to the national textile corporation shall, in respect of any 15 textile und~rtaking or part thereof which is transferred to a subsidiary textile corporation, be construed a's references to the' subsidiary textile corporation 7 an amount equal to the value of the assets of the textile undertakings transferred to, and vested in the national textile corporation under 20 sub-section (2) of section 3 shall be deemed to be the contribution made by the central government to the equity capital of the national textile corporation; and for the contribution so made', the national textile corporation shall issue (if necessary after amending its memorandum and articles of association) to the central government paid up shares, in its 25 equity capital hnving a face value equal to the amount specified in section 8 sha'res to be issued by national textile corpora tion for the value of aetl kansferred to it by the cedtral government  chapter iii payment of amountspayment ot amoud 8 for tbc transfer to, and vesting in, the central government, under 30 section 3, of thc textile undertakings of the company, and the!! right, title and interest of the company in relation to such undertakings, there shan be given by the central government to the company in cash and in the manner specified in cbapter vi, an amount of rupees twentyfour cro1'88 and thirty-two lakhs payment ot further amounts 86 of 1951 35 9 ,(1) for the deprivation of the 'company of the management of the textileundertaidngs, tbel'e  11 'he atwa"by the cent! gov  t to the company, in cash, an amount calculated at the rate of rupees tea thousand per anuum for thep,riod eommeneing on the date on whim the manogelllent of the tcxt:le undftta1ddgs of the company wil8 taken over 40 in pursuance of the order made by the central ~overnment under !=tlon 18aa of the iddustries (development and replation) ad, 11111 and edciing on the appointed day (2) in conslderat  of die _~e opei'atioll of ," of sections 3· and 4, there sbldl ahe be ci"n  by tile ceatral gov ___ t 45 to the campany,m cash, all amount calculated at th~ rate of i'll, ted tho  d pel' 8ddamio tile -tad coiiudeaeida'od the appointed day   od be date od which the oftiiudce was pniiuiipted  (3) the amouat specifled in mdiod 8 add the bldouatsdetermlaed id aecordanee ",ith the provibions of sub-seetiods (l)' and (2) shall e, 8bapie interest at the rate of four per ceilt per adilam for the period 5 eommenein,  the appointed day add eau oil the date on which payment of sueh amounts  is made by the central govemment to the comm  (4) the amounts determined in accordance with the provisions of sub-sections (1), (2) and (3) shall be given by the central government 10 to the compmy in addition to· t'he amount specified in section 8 (5) for the removal of doubts, it is hereby declared that the liabilities of the company in relation to the textlle uncjertakings which have vested in the central government under sedion 3 shall be discharged from the amount referred to in section 8 and also from the amounts detcmnij)ed 15 under sub-sections (1), (2) and (3), in accordance with the rights and inte~ests of the creditors of the company  chapter iv management, 1ft'c, of the tzxtile undertakingsmanqe ment, etc, of the textile under· takings 10 the national textile corporation or any person which that cor- lio poration may, by order in writing, specify, shall be entitled to exercise the powers of general superintendence, direction, control and management of the affairs and business of a textile undertaking, the right, title and i'llterest of the company in' relation to which have vested in that corporation under sub-section (2) of section 3, and do all such things !l5 as the company is authorised to exercise and do 11 on the vesting of a textile undertaking in the national textile corporation, all persons in charge of the management of a textile undertaking immediately before such vesting shall be bound to deliver to the national textile corporation, all assets, books of account, registers or 30 other documents in their custody relati'llg to the textile undertaking duty of peraons in charge of management of the textile un_ tajddp todeuver all  se1ii, etc  chapt~ v provisions uuting '1'0 diployus or the hxtll'ii: ul'fhiltakingscontinu ance of employees of the textile :un dertak_ inp 12 (1) every person who has been, immediate~y before the appointed day, employed by the company in relation to a textile undertakinl,35 shall become, on and from the appointed day, an employee of the national textile cor~o~ation and shall hold oftlce or service in that corporation with the same rights and privileges as to pension gratuity and other like matters as would have been admissible to him if the rights in,mlation to such textile undertaking had i10t been transferred to, and 40 vested: in, the national texttle corporation, and shall continue to do 80 unjeu and untu ma' employment in, that corporation i duly tennlnated or· until his remuneration, terms and conditions of employment are duly altered by that corporation 14 of 1947 (2) notwithstanding anything contained in the industrial disputes act, 194'7, or in any other law for the time being in force, the transfer 5 of the services of any officer or other person employed in a textile undertaking to the national textile corporation shall not entitle· such officer or other employee to any compensation under this act or any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority provident and oth&lr funds 10 13 (1) where the company has established a provident fund, superannuation, welfare or other fund for the benefit of the persons employed in a textile undertaking, the moneys relatable to the officers and other employees whose services have been transferred hy or under this act to the national textile corporation shall out of the moneys standing, 15 on the appointed day to the credit of such provident fund, superannuation, welfare or other fund stand transferred to, and vest in, the natio'nal textile corporation (2) the moneys which stand transferred under sub-sect1on (1) to the national textile corporation, shall be dealt with by ·that corpora-20 tion in such manner as may be prescribed 14 where any textile undertaking or any part thereof is transferred under this act to a subsidiary textile corporation, every person referred to in section 12 shall on and from the date of· mtch transfer, become an employee nf the subsidiary textile corporation and the transfer of employees to a subsi diary textile corpora tion :15 provisions of !'lections 12 and 13 shall apply to such employee of the national textile corporation as if references in the said sections to the national textile corporation were referenre!'l to the subsidiary textile corporation,  chapter vi 30 commlsstoneji of paymentspayments 15 (1) the central government shall, for the pul'posf' of clisburi'i'mr appointthe qmounts payable und  r ~e('tions rand 9 to the company by nom- ment of cation, appoint a coldmi8~inner of payments commls-iioner of (2) the central govern1nent may appoint such other pel'5ons asit 35 may think flt to ass!!-1t the commissioner and thereupon the commissioner may authorise' one 01' more of such persons also to exercl~ all or any of the powers cxprdsable by him under this act and ditferent person!!! may be lmthm·jsp~ to exerd!lp different powen, (3) any person ruthorised by the commissioner to· exercise ady' of 40· the pow~ exerc1sabje by the commissioner may exereiw those! pmvers bl the same manner and with the sam  elect as if tlley have been ,eonferred on that person directly by this ad and not by way gf authorisation (4) the 5rlar;es and allowances of the commissioner del otller persods appobated under tl1i!'l section shal1 be defrayed out of the con-45 solidated fund of jndia 16 (1) the central govcmmeat shall, within thirty dq from tjae specified date, pay in cash to the coidjiiissioder, for paymeat to the company, an amount equal to the amount specified in section 8 iidd the  ts payawe to - company under seetion 9 payment by the central govern· ment to the com milaiooer (2) a deposit account shall be opened by the cental government 5 in favour of the commissioner in t'he public account of india,  and every amount paid under this act to the commissioner shall be deposited by him to the credit of the said deposit account, and the said deposit account jlhall be operated by the commissioner (3) the interests accruing o'll the amount standing to the credit of 10 the deposit account referred to in sub-section (2) shall enure to the benefit of the company 17 • (1) the national textile corporation shall be entitled to receive, up to the specified date to the exclusion of all other persons, any money due to a textile undertaking, realised after the appointed day, notwitb- 15 standing that the realisation pertains to a period prior to the appointed day ce'i'taid power of the national textile corpora tion (2) the national textile corporation may make a claim to the commissioner with regard to every payment made by it as the authorised person in relation to a textile undertaking after the appointed day but 20 before the date i)n which the ordinance was promulgated for discharging any liability of the company in relation to any period prior to the appointed day, and· every such claim shan have priority, in aceordance with the priorities -attaehingj  under this act to the matter in relation to which such liability has been  discharged by the authorised 25 person 85 of 18151 (3) save as c'therwise provided in this art, the liabilities in relatlolj to a textile underteking in respect of any period prior to the appointed day which have not been discharged by the authorised person shan be the liabilitier of the comp8'l1y 30 erplanation-for the purposes of this section "authorised person" means the person authorised· to take over the management of any textile undertaking in pursuance of the ardb of the government of india in the late ministry of industrial develol)ment no 90 265 (e), 4ated the 13th l\pril 1978, issued under clause (vi) of sub-section 35 (1) of seclio'll 18aa of the industries (development and regulation) act, lel   18 every persc;>n having a claim agaizu;t the company in relation to 'the textile undertakings with regard to any of the matters specified in the ~hedule shall prefer such c1~im before the commissioner within thirty 40 days fr!»u the ~ifjed d,te:  provided that if the commissioner is satisfied that the claimant wu prevented b~· sufticierit caule from preferring the claim within the said ~rioc:l~of thiny d&ys;· he fda, entertain the claim within a further period of timty drys, but not thereafter'  45 " ~ji~"' claims, arising qat of -matters specified in the schedule shau have priorities in accordance with the following principles, namely:-  'prior1tiii oic1a1m1 (ti) e~te~~y i $hail h-ave precedence· oye~ all other categories and category n shall have precedence over category m 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 claims in full, they shall abate in equal proportions and be paid accordingly; and 5 (c) the question of discharging ally liability with regard to a matter specified in a lower category shall arise only if a surplusis l~ft after meeting all the liabilities specified in the immediately higher category 20 (1) on receipt of the claims made under section 18, the commis-examination of claima 10 lioner shall arrange the claims in the order of priorities specified in  the schedule and examine the same in accordance with such order (2) if on examination of the claims against the company, the commissioner is of the opinion that the amounts paid to him under this act for payment to such company are not sufficient to meet the liabilities 15 specifiea in any lower category, he shall not be required to examine any claim in respect of such lower category 21 (1) after examining the ~laims agamst the company with reference to the priorities set out in the schedule, the commislioner shall fix a date on or before which every claimant shall file the proof of his claim admission or rejection ot claims 20 (2) not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the english language having cireulation in the major part of the country and in one issue of any daily newspaper in such reglonal language as the commissioner may consider suitable, and every such notice shall call upon the 25 claimant to file the proof of his clainl with the commissioner within the period specified in the advertisement (3) every claimant who fails to file the proof of his claim within the period speclfied by the commissioner shall be excluded from the disbursements made by the  commissioner 30 (4) the commissioner shall, after such investigation as may, in his 'opinion, be necessary and after giving the company an opportunity of refuting the claim and after giving the claimant' a reasonable opportunity of being heard, by order, in writing, admit or reject the claim in whole or in part   __ • , --~ -- - 35 (5) the commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sittings and shall, for the purpose of making any investigation under this act, have the same powers as are vested in a civil court under the code of civil 40 procedure, 1908, while trying a suit, in respect of the following mattea, namely:-j sot 1908 (a) the summoning and entorcing the attendance of any witness and examining him on oath;  (b) the discovery and production of any document or other mat~ object producible as evidence;  (c) tbereception of evidence on affidavit; , (d) the issuing of a~ commission for ·theaxamination 'of' witneue& (6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the iridian penal code, and the commissioner shail be deemed to be a civil 45 of 1860 court for the purposes of section 195 anq, chapter xxvi of the code of criminal procedure, 1973 - • 5 2 of 1874 (7) a claimant who is dissatisfied with the decision of the commissioner, may preier an appeal against the decision to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the company is situated: f>rovided that where a person who is a judge of a high court is 10 appointed to be the commissioner, such appeal shall lie to the high court of allahabad pnd such appeal shall be heard and disposed of by not less than two judges of that high court 22 (1) after admitting a claim against the company under this act, the amount due in respect of such claim shall be paid by thet com- j 5 missioner to the person or persons to whom such amount is due and on such payment, the liability of the company in respect of such claim shall stand discharged disburse· ment of money by the commissioner to claimant (2) if, out of the moneys paid to him in relation to the textile undertakings, there is a balance left after meeting the liabilities as speci- go tied in the schedule, the commissioner shall disburse such balance to the company 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 transferred !25 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 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 30 being treated as an order ·ror the refund of revenue undiabuned or un claimed amount to be depositedwl;h the pneral revenue account  chapter vii miscellaneousact to have overridin, d'ect k the provisions of tliis act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being 35 in force or in any instrum~nt having effect by virtue of any law, other than this act, or in any decree or order of any court, tribunal or other authority abbump tion of liability 25 (1) where ally liability of the comp  y in relation to any textile undertaking alisin, out of any item &peeifted in ipart i of· the sche- 40 dale is dot discharged fu1ly by the coaanu,sio  er out of the ajdounil ,w to him udder this ad, the commi88ioner shan intimate in writin, to the central government the extedt of the liabwty 'which remains mullleharged  that liahility shall be auumed by the central govern-c   ,~ - • ~ 45 (2) the central govenament liuly, by order, dlreet the national tatile corporation to take over the liability a_ed by the central govenunedt uader aub-seetion (j), and on receipt of aueh direction, it  11 be the duty of that corporation to uehar •• sueh iiabiuty 5 • every contract, entered into by the company in relation  to  any textile undertaking which has vested in the national textile corporation under sub-section (2) of 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 and eighty aays from the date on contracta to cease to have effect unless ratified by national textile corporation j 0 which the ordinance was promulgated, cease to have effect ur11ess such contract is, before the expiry of that period, ratified in writing by the national tetxilc corporation, and in ratifying such contract, the national textile corporation may make such alterations or modifications therein as it may think fit: 15 provided that the national textile corporation shall not omit to ratify a contract and shall not make any alteration or modification in a contract-(a) unless it is liatisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the textile undertaking concerned, and 20 (b) except after giving 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  27 any person who,-penalties <a) having in his possession, custody or control any property forming part of any of the textile lmdertakings, wrongfully withholds such property from the national textile corporation; or (b) wrongfully obtains possession of, or retains any property 30 forming part of any of the textile undertakings; or (c) wilfully withholds or fails to furnish to the national textile corporation or any person or body of persons specified by that corporation, any document or inventory relating to any of the textile undertakings which may be in his possession, custody or control; 35 or (d) wilfully fails to deliver to the national textile corporation any inventory or property and assets forming part of any of the textile undertakings; or (e) fails to deliver to the national textile corporation or any person or body of persons specified by that corporation, any assets, books of account, registers or other documents in his p0ssession, custody or coutrol relating to any of the textile undertakings; or (f) wrongfully removes or destroys any property forming part of any of the textile undertakings or prefers any claim under this 45 act which he knows or has reason to believe to be false or grossly inaccurate,   siiall be punishable with imprisonment for a term which may extend to two years and with fine which may extend to ten thousand rupees • by com_ panies 18 (1) wbere an ojiwae under thi~ act hal beed commit! b; a compuy, every pe1'iigil wbo, at the· time t8e otl'ence was ooll'lllllueg, was in charge of, and was responsible to, the company for ihe -coaduct of the busmen·of the company, as well as the compaay, shall be deemed to be guilty of the ouence and shall be liable to be proceeded against and punished accoldingly: provided that nothing contained in this sub-section shall render any such person liabje to "any punishment, if' he proves that the otfelu:e was committed without his knowledge or that he had exercised all due  dill:-gence to prevent the commission of such offence (z) notwithstanding anything contained in sub-section (2), where any offence under this act has been' committed by a c~mpany and it is proved that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the comp~y, such director, 15 manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and punished accordingly e~lanation-for the purposes of this section,-(a) "company" means any body corporate and includes a firm or 20 other association of individuals; and (b) "director", in relation to a firm, means a partner in the firm protection of action taken in ~ •• (1) no suit, prosecution or other legal proceeding shall lie against the central government or any officer of, or other person authorised by, that government or the national textile corporation or any subsidiary 25 textile corporation or any officer of, or other person authorised by, such corporatioll for anything which is in good faith dade or intended to be done undel' this act (2) no suit or other legal proceeding shall lie against the central government or any ofticer of, or other person authorised by, that 30 government, ()l! the national textile corporation or any subsidiary textile corporation· or any officer of, or other person authorised by, such corporation for apy damage cauled or likely to be caused by anything whk:h is in good faith done or "intended to be done under this act dele,-tioq of poweiw 30 (1) the central government may, by hotification, direct that all 35 or any of the powers exercisable by it under this act, other than the powers conferred by this section and sections 31 and 32, 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 bub-section (1), the person to whom'such power has been delgated shall act under 40 the direction, control anc;l supervision of the ce~~al goverddledt 31 h) the central government may, by notificatio~, make' rules for carryiaa out the provisions  of this act (2) in particular, and without prejudice to the generality of the !0n-going powers, such rules may provide for all or any of the following matters, namely:-(a) the time within- which, and the manner in which, an intima-s tion referred to in sub-section (4) of section 4 shall be given; (b) the manner in which the moneys in any provident fund or other fund, referred to in sub-section (2) of section 13 shall be dealt with; - (c) any other matter which is req:uired to be, or may be pres-10 cribed   (3) every rule made by the central government under this act sl1all be laid as soon as may be after it is made, before each house of parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, 1 s before the· expiry of the session immediately following the session or the successive sessions aforesaid, both houst"~ agree in making any modiflcation in the rule or both houses agree that the rule should not be made the rule shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or 20 annulment shall be wftnout prejudice to the validity of anything previously done under that rule power to remove di1uculties 32 if any difficulty arises in giving effect to the provisions of this act the central government may, by order, not inconsistent with the provisions of this act, remove the difficulty: 2s provided that no such order shall be made after the expiry of a period of two years from the date on which the ordinance was promulgated :13 (1) the swadeshi cotton mills company umited (acquisition and repeal 5 of 1986 transfer of undertakin~~) ordinance ]986, is hereby repealed and saving (2) notwithstanding such repeal anythin·g done or any action taken 30 under the ordinance so repealed shall be deemed to have been done or taken undet: the corresponding provision~ of this act  the schedule[see sections 18, 19, 20 (1), 21 (1), 22 (2) and 25 (1) j  order 0  prjojt1tibs "or the discharce of liabillties of 'me company35 party cdtegory 1 employees' dues on account of unpaid salaries wages, provident fund, employees' state insurance contribution or premiums relating to the w insurance corporation of tndia and any other ajdounts1iue to employe •• 40 in respect of any' period whether before ot' after the date of takiftg over of the textile undertakings  categof'y 11 secured loans obtaided from natlanalfsed banks and public financial tllfltftutfnns other than the natfonal text~le corporation tn respect of any period whether before or after the date of taking over of the textile undertakinp categcwy iii any credit availed of for trade or manufacturing purposes during the post-take over management period s patego"1l iv revenue, taxes, cesses, rate or other ~ues to the central government, state government and local ,"uthorities for the period after the date of taking over of the texttle underakings 10  part iicategory v  revenue, taxes, cesses  rate or other dues to the central government state government and local autoorittes or state electricity boards for the pre-take aver management period category vi is any credit availed of for trade or manufacturing purposes during the pre-take over mlll1agement period  statement of objects and reasonsthe management of six textile undertakin~ of the swadeshi cottall mills company limited, kanpur was taken over by the central government under section 18aa of the industries (development and regulation) act, 1951 on the 13th day of april, 1978 after such take over, large sums of money had been invested with a view to making the said undertakings viable and the liabilities of the undertakings were also frozen under an order issued under the industries (developme'l1t and regulation) act further investment of money is also necessary for jhe purpose of securing the optimum utilisation of the available facilities by the said undertakings and for th~ continued employment of the workmen employed therein in addition, the order freezing the liabilities of the undertakings was expiring on the 19th of april 1986 and it could not be further extended beyond that date as the maximum period specified under the industries (development and regulations) act was expiring on that date the s~adeshi cotton mills company limited (acquisition and transfer of undertakings) ordinance, 1986 was, therefore, promulgated by the president on the 19th april, 1986 to provide for the acquisition of all the six undertakings of the company 2 the bill seeks to replace the aforesaid ordinance new db:lhi; the 28th april, 1986 khurshed alam khan  president's recommendation under article 117 of the constitu'l'ion of india[copy of letter no 1011186-csm, dated the 30th april 1986 from shri khurshid alam khan, minister of state of the minist,·y of textils to the secretary-general, lok sabha] the president having been informed of the subject matter of the swadeshi cotton mills company limited (acquisition· and transfer of undertakings) bill 1986 recommencis under clause (1) of article 117 of the constitution of india, the introduction of the said bill in lok ,sabha and also recommends under clause ('3) of the same article 117; the coa  tideration of the bill by lok sabba clause 8 of the bill provides for the payment in cash and in the manner specified in chapter vi of the bill, by the central government to the company, an amount equal to rs 2432 crores for v~ting in the central government the right, title and interest of the company in relation to t~ textile undertakings of the swadeshi cotton muls company limited 2 sub-clause (1) of clause 9 provides for the payment in cash of an amount calculated at the rate of rs 10,000 per annum to the company for the deprivation of the company of tqe management of its undertakings, for the period commencing on the date on which the management of the textile undertakings of the company was taken over in pursuance of the order made by the central government under the industries (development and regulation) act, 1951 and e'11ding on the appointed day it is estimated that the' amount payable under the said sub-clause (1) of clause 9 is likely to be of the order of rs 70,000, 3 sub-clause (2) of clause 9 provides for the payment in cash of an amount calculated at the rate of rs 10,000 per annum to the company in consideration of the retrospective operation of the provisions of clauses 3 and 4 of the bill for the period commencig,g on the appointed fjay and ending on the date on which the swadeshi cotton mills company limited (acquisition and transfer of undertakings) ordinance, 1~ was promulgated it is estimated that the amount payable under sul:m:lause (2) of clause 9 is likely to be of the order of rs 10,000 4 sub-clause (3) of clause 9 provides for payment of simple interest on the amounts referred to in clause 8 and the amounts determined in accordance with the provisions of sub-clauses (1) and (2) of clause 9, at the rate of 4 per cent per annwn, 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 it is estimated that the interest payment in terms of the provisions of the said sub-clause is likely to be of the order of rs 811 lakhs per month 5 under clause 15 of the bill, a commissioner of payments shall be appointed by the central government with adequate staff to assist him for the purpose of discharging the functions indicated in chapter vi of the bill the sa!aries and allowances of the commissioner of payments and his staff ana expenditure on oftlceand establishment will be defrayed out of the consolidated fund of in~~ the estimated expenditure on this account is likely to be of the order of rs 45,000 per month 6 under clause 25 of the bill, the central g~vernment shall assume liabilities in relatian to any textile undertaking arising out of any item specified, in part i of the schedule to the bill, which is not discharged fully' by the commissioner out of the amounts paid to him under the aforesaid provisions the commissioner of payments is· required to intimate in writing to the central government the exte'l1t of the liability which remains undischarged and that ~iability shall be assumed by the central government the exact quantum of the liability will be worked out by the commissioner of payments it is, however, estimated that the total liability arising out of this clause is likely to be of the order of rs 15 crore's 7 funds will also have to be provided to these undertakings for further investment necessary for the purpose of securing the optimum utilisation of the available' facilities for the manufacture, produeuon add distribution of cloth and yarn it is estimated that the requirement of funds for this purpose is likely to be of the order of rs 37 crores 8 during the initial period till these investments are completed, the undertakings are liable to incur losses which may have to be recouped by the central government the exact quantum of losses cannot be estimated at present 9 the bill, if enacted, is not likely to involve any other recurring or non-recurring expenditure clause 31 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 referred to in sub-clau'se (4) of clause 4 of the bill shall be given; (b) the manner in which the moneys in any provident fund or other fund referred to in sub-clause (2) of clause 13 shan be dealt with 2 the matters in respect of which rules may be made, are matters of procedure and administrative detail and it is 'dot practicable to provide for them in the bill itself the delegation of the legislative power is therefore, of a norma' character to provide for the acquisition' and transfer of certain textile undertakings of the swadeshi cot:on mills company limited with a view to securing the proper management of such undertakings so as to subserve the interests of the general public by ensuring the continued manufacture, production and distribution of different varieties of cloth and yam and thereby to give effect to the policy of the state towards securing the principles specified in clauses (b) and (c) of article 39 of the constitution and for matters connected therewith or tcidental thereto '-- ,~ (shri icjawhid a14m lc1wm,  - mimster of state of the ministry tif textile • ) 