 bill nq u' 1977 the cal tex racquisition of shares ofcal tex oil refining (india) limited :and of the undertakings in india of cal tex eindia) l {mited] bill, 1977a ~,  billto provide, in the public i1lnrest, for the acquisition of  the shares of coltez oil refining (india) limited and for the acquisition and trafujl/81' af the right, title am intet'8t of cal tea: ~in4ia~ limited in "elation to it u7ldertakings in indig and thereby to securethtlt the ownership and control of the petroleum products produced blj the ctjltez oil refining (india) limited, and marketed and disttibuted btl the aid undertaking', in i1'uua, a:re 80 distributed as best to sub serve the common good whereas the caltex petroleum corporation (a foreign cojllpany) has at present the ownership of, and control over, a significant portion of the petroleum products produced, marketed and distributed in india by reason of the fact that one of its subsidiaries, namely, the caltex s oil refining (india) limited (an indian company), is carrymg on the business of refining crude oil and producing petroleum products in india and another of its subsidiaries, namely, the caltex (india) limited (a foreign company), is carrying on through its undertakings in india the btjsiness of marketin~ ~nd distributing petroleum products;   , and whereas it is expedient in the public interest that the shares of the said caltex oil refining (india) limited and the undertakings in india of the said caltex (india) limited should be acquired: ann whereas such acquisition is for giving effect to the policy ot the state towards securing the principle specified in clause (b) ot s article s9 at the constitution as the o~p ann control of the material resources of the community, to wit the petroleum products produced by the said caltex oil refining (india) limited and marketed and distributed by the undertakings of the said caltex (india) limited, in india, would by reason of such acquisition become vested in the 10 state and thereby so distributed as best to subserve the common good be it enacted by parliament in the twenty-eighth year of the republic of india as follows:-is 1 (1) this act may be called the caltex [acquisition of shares of caltex oil refining (india) limited and of the undertakings in india of caltex (india) limited] act, 1977 shorttit1e and corn_ menc'e_ medt (2) it ,shall be deemed to have come into force on the 30th day of deeeader, iml 20  in: this act, unless the context otherwise requfres,-deftnf-tioni (a) "appointed day" means the 30th day of december, u)76; (b) "caltex (india)" means the caltex (india) limited, a foreign company within the meaning of section 591 of the companies act, 1956, incorporated in bahamas islands and having its registered 2s 1 of 1968 oftlce in the city of nassau in the island of new providence: (e) "caltex on refining" means the caltex on refining (india) limited, being a company as defined in the companies act, 1956, and 1 of 1968 havfng its registered office at shoorji vallabhdass marg, bombay; (d) "caltex petroleum" means the caltex petroleum corporation, 30 a company incorporated in the state of delaware in the united states of america and having its principal business office at 380, madison avenue, new york, united states of america; (e) "government company" means a company as deflned in section 617 of the companies act, 1956; 35 1 of 1958 (j) "notification" means a notification published in the oftlcial gazette; (g) "prescribed" means ry'r:'e'(;ribed by rules made under this act  chapter n acquisj'li'on of the shares or caltex on rernmfa3 (1) on the appointed day all the shares in the capital of caltex oil refining shall, by virtue of this act, stand transferred to, and vested in, 5 the central government transfer andv8ltingln the central govern (2) all the shares which have vested in the central government ment under sub-section (1) shall, by force of such vesting, be freed and dis-charged of all trusts, liabilities, obligations, mortgages, charges, liens and other encumbrances affecting them of mares of caltex 011 beftnjn, 10 '(3) any dividend payable by caltex oil refining in respect of any period beginning from the 1st day of janwu'y, 1976, shall be payable to the central government   (1) for the purpose of enabling caltex oil refining to function as a government company, the central government may, by notification, i s make such amendments in the memorandum and articles of association of that company and such otherprovision& as it may consider necessary manlle_ mental caltex oll refining 10f 1966 (2) any amendments in the memorandum and articles of association of caltex oil refining and any other provisions made under sub-section '(1), shall have effect notwithstanding anything contained in the com-20 panfes act, 1956 chapter in  acquisition of the unllf:rtjdwujs of caltex (bdla) ib india5 on the appointed day, the right, title and interest of caltex (india) in relation to its undertakings in india shall, by virtue of this 25 act, stand transferred to, and vested in, the central government tranafer and vesting in the central govern ment of the under takjn, of caltex (inctia) in india general eftect· of rvejting ' • (1) the·undertakings of caltex (india) referred to in section 5 shall be deemed to include all assets, rights, powers, authorities and privileges and all property, movable and immovable, cash balances, reserve funds, book debts, investments and all other rights and interests in, or arising 30 out of, such property: as were, immediately before the appointed day, in the ownership, possession,power or control of caito: (india), in relation to itsunderiakings in india; and all books of account, registers, records ahd all othler documents of whatever nature relating thereto and ihall bl!o be deemed to include allbol'rowings, uabilities (including the liability 3s fbr the paym~t of any pel'liion and other pensionary beneftts !o ~e persons employed in relation to us undertakings in india) and obligahons of whatever kind then subsisting of caltex (india) in relation to its undertakings in india~ provideq that re~ttances outside india of any money for the payment 4'0,qf·pen8iqn qr other pensionary benefits shall be subject to the rules and nguiations f!>r tbe time being in force in relation to such remittances (2) the profits earned by caltb:' (india) in relation to its undertakings in india from the lst day of january 1976 shall be payable to the central government (3) unless otherwise expressly provided by this act, all deeds, bonds, agreements, powers of attorney, grants of legal representation and s other instruments of whatever nature in relation to the undertakings of caltex (india) in india subsisting or having effect immediately before the appointed day, and to which caltex (india) is a party or which ate ill favour of caltex (india) shall be of as full force and effect against or in favour of the centrill goverllment and may be enforced or acted as 10 lully and effectually as' if in: the' place of caltex (india), the central government had been a party thereto or as if they had' been issued in favour of the central government (  ) if on the appointed day, any suit, appeal or other proceedidg of whatever nature in relation to the undertakings of caltex (india) in india 15 which have been transferred to, and vested in, the central government under section 5, is pending by or against caltex (india), the same sh8l1 ddt abate, be discontinued or be, in any way, pz-ejudicially affected by reason of the transfer of the undertakings of caltex (india) in india or of anything, contained in this att but the suit, appeal or other pro- 20 ceedmg may be continued, prosecuted and enforced by or against the cehtral government 'i (1) every right or interest in respect of any property in india (in~ cluding a right under any lease or under any right of tenancy or any right under any arrangement to secure any premises for any purpose), 25 which caltex (india) held immediately before the appointed day, shall, notwithstanding anything contained in any other law or in any agr~ ment or instrument relating to such right or interest, vest in, and be held by, the central government on and after the appointed day on the same terms and conditions on which caltex (india) would have held it, if no 30 negotiations had taken place for the acquisition by the central govern~ triefttof the undertakings of cattex (india) in india or, as the cite may be, if this att had nat been paued special proviliod8 8 to certa1d rigbtl and intereata held by caltu (inella) befon the ap pommel day (2)' if at anytime a~r the' 2nd: day of february, 1974 (being the dale on which the central go'vemment~s policy for acquiring undertakinss 3s engaged in the production, marketing or distribution of petroleum produets was made known) and' before the commencement of this act, caltex (india) surrendel'ed ot 0ule0rwise relinquished any right or interest in respect of any property in india (including a right udder any lease or under any right of tenancy or a right under any arrangement to secure ¥j any premises for any purpose), then~ for the purposes of this act, notwithstanding anything contained in any other law or in any agreement or instrument relating to such right or interest, the central governmerit shall, on and after the appointed day, be entitled to sueh'rlpt or interest on the same terms and conditions on 'which caltex (india) wbuld 45 have been eil'tiuedto such tight or tntereit if it had trot lftirreildere4 or otherwise relinquished such right or interest and this act had not been passed: provided that nothing in this sub-section shall apply to any right or interest surrendered or otherwise relinquished by caltex (india) before s the commencement of this act for sufficient monetary consideration (3) on the expiry of the term of any lease, tenancy or arrangement referred to in sub-section (1) or sub-section (2), such lease or tenancy or arrangement shall, if so desired by the central government, be renewed or continued, so far as may be, on the same terms and conditions on 10 which the lease or tenancy or arrangement was originally granted or entered into removal of doubts 8 (1) for the removal of doubts, it is hereby declared that the provisions of sections 5, 6 and 7 shall apply to the extent to which any propetty appertains to the business carried on by caltex (india) in inrlia: 1$ and to the rights and powers acqu!red, and to debts, liabilities and obligations incurred, and to contracts, agreements and other instruments made, by caltex (india) in india, and to legal proceedings relating to those matters pending in any court or tribunal in india (2) if any question arises as to whether any property appertained, 20 immediately before the appointed day, to any business of caltex (india) in india, or whether any rights, powers, debts, liabilities or obligations were acquired or incurred or any contract, agreement or other instru~ ment was made by caltex (india) for the purposes of its business in india, or whether any documents relate to those purposes, or whether 25 the provisions of section 7 apply in relation to any property, the question shall be referred to the central government which shall, after giving an opportunity of being heard to the persons interested in the matter, decide it in such manner as it may think fit 9 j1) notwithstanding anything contained in sections 5, 6 and 7, 30 the central government may, if it is satisfied that a government eompany is willing to comply, or has complied, with such terms and canditiads as that government may think fit to impose, direct by notification,· that the right, title and interest and the liabilities of caltex (india) in relation to any of its undertakings in india shall, instead of continuing 35 to vest in the central government, vest in the government company either on the date of the notification or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification power of central government to direct vestinc of the undertakings of calto: (india) ina govem_ ment company (2) when the right, title and interest and the liabilities of caltex 40 (india) in relation to its undertakings in india vest in a government company under sub-section (1), all the rights and liabilities of the central government in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become the rights and liabilities, respectively, of the government company ~ (3) the provisions of sections 5, 6 and 7 shall, so far as may be, apply in relation to such government company as they apj>ly in relation to the central government and for this purpose references therein to the "central government" shall be construed as references to such government company  chapter iv payment of amountpayment of amount to caltex petroleum and caltex (india) 10 (1) for the transfer to, and vestidg in, the central government under section 3 ;f the shazes of caltex oil refining and for the transfer to, and vesting in, the central government under sectiod 5 of the r~ht, 5 title and interest of caltes (india) in relation to its undertakings in india, there shall be paid by the central government an aggregate amount of rupees thirteen croresto caltex petroleum and caltes (india) in the proportions agreed to by them (2) the amount specified in sub-section (1) shall carry interest free 10 of income-tax a't the rate of eight per cent per 'annum from the lst day of january, 1977, till the date of payment in the manner specified in the sdledule (3) the adlo(wlts payable under sub-sections (1) and (2) shall be payable in instalments in accordance with the provisions of the schedule is (4) in addition to the amounts mentioned in sub-sections (1) and (2), the central government shall pay to caltex: petroleum or caltex (india), as the case may be, such amolult in indian currency as may be req  by the said companjes to pay towards all taxes in india on the amounts payable under the said sub-sections and all other taxes in india the 20 liability for the payment of which arises directly on the transfer to, and vestidg 'in, the central government of the shares of caltex oil refining and of the widertakimlgs of caltex (india) in india  chapter v provisions relating to employees 2stransfer of service ot existing employees of calt:ex (fndla), ete 11 (1) every whole-time officer or other employee of caltex (india) who was, immediately before the appointed day, employed by caltex (india) in connection with its undertakings in india, and every wholetime officer or other employee of caltex (india) who was, immediately before the appointed day, temporarily holding any assignment outside 30 india shall, on the appointed day, become an officer or other employee, as the case may be, of the central government or the government company (hereinafter referred to as the successor government company) in which the right, title and interest of caltex (india) in relation to its undertakings in india have vested under this act and shall hold office 35 or service under the central government or the successor government company, as the case may be, on the same terms and conditions and with the same rights to pension, gratuity and other matters as would have been admissible to him if there had been no such vesting and shall continue to do so unless and until his employment under the central 40 government or the successor government company is duly terminated or until his remuneration and conditions of service are duly altered by the central government or the successor government company (2) subject to rules made in this behalf under section 23, every wholetime officer or other employee of caltex oil refining who was, imme- 45 diately before the appointed day, employed by caltex oil refining in india, and every whole-time officer or other employee of caltex oil refining who was, immediately before the appointed day, temporarily holding any assignment outside i,ndia shall, on and from that day, continue to be in officer or other employee of cal tex oil refining on the same terms and conditions and with the same rights to pension, gratuity and other matters as are admissible to him immediately before that day and shall continue to hold such oftice unless and until his employment under the $ caltex oil refining is duly terminated or until his remuneration and conditions of service are duly altered by that company (3) if any question arises as to whether any person was a whole-time officer or other employee of caltex (india), or as to whether any officer or other employee was employed wholly or mainly in connection with the 10 undertakings of caltex (india) in india immediately before the appointed day, or whether any whole-time officer or other employee of calt~ (india) was temporarily hol1ding any assignment outside india, the question shall be referred, within a period of two years from the appointed day, to the central government which shall, after giving an opportunity 15 of being hleard tc the person concerned in the matter, decide i11 in such manner as it thinks fit and such decision shall be final 140f 1947 39011972 (4) notwithstanding anything contained in the industrial disfutes acf, 1947, the payment of gratuity act, 1972, or in any other law for the time being in force, the transfer of the services of any officer or other 20 employee under sub-section (1) shall not entitle any such officer or other employee to any ~ompensation or gratuity under those acts or such other law, and no such claim shall be entertained by any court, tribunal or other authority 12 (1) where a provident, superannuation, welfare or other fund 25 has been established by caltex (india) for the benefit of the persons employed by it in connection with its undertakings in india, the moneys relata-ble to the employees-provident, superannuation, welfare fund, etc (i) whose services are transferred by or under this act to tlie cent'ral government or the successor government company, or (ii) who are in receipt of pension or other pensionary benefits immediately before the appointed day, shall, out of the moneys standing, on that day, to the credit of such provident, superannuation, welfare or other fund stand transferred to, and vested in, the central government or the successor government com-35 pany, as the case may be, free from any trust that may have been constituted by caltex (india) in respect thereof (2) the mooeys which stand transferred, under sub-section (1), to the central government or the successor government company shall be dealt with by the central government or that company, as the case may 40 be, in such manner as may be prescribed (3) the successor government company shall, as soon as may be after the undertakings of caltex (india) in india become vested in it, constitute, in respect of the moneys and other assets which are transferred to, and vested in, it under thls section, one or more trusts having 45 objects as similar to the objects of the existing trusts, as in the circumstances may be practicable, so, however, that the rights and interests ot the beneficiaries of the trust referred to in sub-section (1) are not, in any way, prejudiced or diminished  (4) where all the moneys and other assets belonging to an existing trust are transferred to, and vested in, the central government or the so successor ,government company under this section, the trustees of ,such trust shau, as from the date of such vesting, stand discharged f-rom the trust exeept as respects things done ,or omitted to be donebefo~etbe:'cl-te of such vesting  chapter vimiscellaneous ,13 the provi:-ions of this act shall have effect notwithstariding effect of act on other lawi ~nything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by virtue of any law o,ther than this act or in any decree or order of any court, tribunal or 10 other authority 14 (1) where any property, apperhining to any undertaking of caltex (india) in india has been transferred to, and vested in, the central government or the successor government company under this act,-duty to deliver pos&easion of properti'ei etc (,,)every person in whose possession, custody or control any is such property may be, shall, on a demand by the central government or the successor government company, as the case may be, deliver the property to the central government or the successor government company, as the case may be, forthwith; (b) any person who, immediately before such vesting, bas, in his 20 possession, custody or control, any books, documents or other papers relating to the undertakings of caltex(i~dia) in india, shall be liable to account for the said books, documents and papers to the central government or the successor government company, as the case may be, and shall deliver them up to the central government or that com- 2, pany or to such person ?s the central government or that company may authorise in this behalf (2) without prejudice to tht> other provisions cont~lne:l b this section, it shall be lawful for the central government or the successor government company to take all necessary steps for taking possession of all pro- 30 perties, which have been transferred to, and ve9ted in, it under this act 15 (1) every contract entered into by caltex (india) for any service, sale or supply in india and in force immediately before the appointed day shqjl, unless ~erminated under sub-section (2), within a period of two years from the appointed day, continue to be of full force and effect 3s against or, in favour of the central goverl'lment or, as the case may be, the successor government company contracts to continue 11)1-less tenninatedby central govemment (2) the central government may, if it is s;t~sfied that any c:ontract referred to in sub-section (1) is unduly' onerous or has been enteredtnto in bad faith or is detrlmtc"ntal to the interests of that governm,ent or the 40 succeo;sor government company, as the case may be, by order in writing, either terminate such contract or make such alterations or modifications 'fherein as it may think fit: provided that the central government shall ,not terminate any contract or make any alteration or modification therein except ,fter giving 45 to the parties to the contract, a n~asq!la"l~ opvortqnlty of being heard a'nd acept after record1d'g in wrttjng, ita reastm8 for 8ueh termination, altera  uon  or modi1lcatlon, as the ease may be 18 nothing ill this act shall be construed to enl'ltle cal_ on beftt1ng or the central government or the successor government company to us&-$ (0) any designs, trade marks, trade names (including the name 'caltex or any part thereof), styles of labelling, belongillg to caltex petroleum or caltex (india), after the expiry of a period of twelve months from the appointed day; and uot deetan trade marks, etc, bejonetdg to calta: petroleum orcaltex ciddia) (b) any station decor (including distinctive colour schemes) 10 belonging to caltex petroleum or caltex (india), after the expiry of a period of twenty-four months from the appointed day 17 asjy person who,-(0) having in his possession, custody or control any property forming part of any undertaking of caltex (india) in india ~4g-is fully withholds such property from the central govel'llldent or the successor government company, or (b) wrongfully obtains possession of, or retains, any property fonning part of any underlaidng of caltex (india) in india; or 20 (c) wilfully withholds or fails to furnish to the central government or the successor government company or any pelllod specified by the central government or that company, any books, documents or other papers relating to any undertaking of caltex (india) in india which may be in his possession, custody or control; or (d) falls to deliver to the central government or the successor government company, any assets, books of account, registers or other documents in his possession, custody or ·control relat1ng to any under- taking of caltex (india) in india; or - (e) wrongfully removes or destrbys any property forming part of any undertaking of caltex (india), in india; or (i) wrongfully uses any property forming part of any under-~g~caltex (india)inindi~ shall be pun1sbable with imprisonment for a term which may extend to two years or with tlne which may f'xtend to ten thousand rupees, or with both  3s 18 (1) where an c!ffence under this act has been committed by a company, every person who, at the t1me the offence was committed wu in charge of, and was responsible to, the company for the conduct of the business of the company as well as the company shall be deemed to be guilty of the offence and shall be: liable to be pl"t)rcetied again!t and 40 punished accordingly: provided that nothing contained in this sub-section shall render any such person liable to any punishment, if he proves that the~ offence was committed without his knowledge or that he had exerc:lied an due diu-gence to prevent the commission of such offence  , (2) not'w1thstancung anything contained in sub-section (1), where any offence under this act has been committed by a company and it" proved that the offence bas been committed with ~he cojl8ent or codftivulc!e ot, or is attributable to any neglecton the part of, ad)' ctirec:tor, ma11"p, secretary or othei- officer of the company, such director, mldager ~taq or other officer shall be deemed to be guilty of that offence and shall be liable· to be proqeede4 apin8t and puniiheg acx:ordidily e~lg714tion-fbr the purposes of this section-5 (4) "company" means any body corporate and includes a firm 01' other association of individuals; and ')  (b) "director", in relation to a finn, means a partner in: tbe ann i prot-of action taken in good faith cogniza$:e of offences 11 no sult, prosecution or other legal proceeding shall lie against the i central government or the successor government company or any of ita 10 officers or other employees for anything which is in good faith done or intended to be done under this act ,ao notwithstanding anything contained in the code of criminal ~ cedure, 1~'l3, no court shall take cognizance of any ojfence against this 2 of 117"-ad except on a complaint, in writing, made by the central govem- is ment or any officer authorised in this behalf by that governmeot indemnity %1 everyoftlcer of the central government and every officer or other employee of the successor government company shall be indemnified by the cedtral government or the successor government company, as the cue may be, against all losses and pxpedse8 incurred by him in, or in ao relation to; the discharge of his duties under this act except such as have been "  used by'his own wilful act or default 22 if any difficulty arises in giving efl'ect to the proviaions of this act, the central government may, by order, not inconsistent with the provisions of this act, remove the dujlculty: 25 pofi/ii/t' toremove difbculties provided that no such order shall be made aftef the expiry of a period of two years from the appointed d8y 23 (1) the central government may, by notification, make rules to carry out the provisions of this act power to make rules ~) every rule made by the central government under this act 0 shtll be laid, as soon as may be after it is made, before each house of 3 pa~jiament while it is in session for a total period of thirty days which may be comprised in one session 01' in two or more successive sessions, anc\ if, before the expiry of the session immediately following the sess10n or the successive sessions aforesaid, both houses agree in making any modi- 35 fication 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 modiftcat1on or annulment shall be without prejudice to the validity of 8jly,th1ng previously done under that rule , 26 (l) the caltex [acquisition of shares of caltex 011 be1lning (india) limited and of the undertakings in india of caltex (india) limited] ordinance, 1976, is hereby repealed repeal add savini-ont 1101 1878 (2) notwithstanding such repeal, anything done or any action taken under the ordinance so repealed shall be deemed· to have beendone ar4s taken under the corresponding provision of this act  the schedule[see section 10] 1 the amount specified in sub-section (1) of section 10 shall be deemed to correspond to fcjlu:l'teeft m~on, five hundred· and sixty thousand dobul s (hereafter in this &bedule referred to _ the principal amount);  2 the amount recerred to in the fol"egoiug paragraph and the interest due thereon shall be paid in instabnents in accordance with theprovi, dons of the table below, namely:-instalments in dotlilrt 10 date of principal interest total payment amount is (i) 31-3-1977 10,080,000 10,080,000 (ii) 31-3-1978 1,120,000 642,419 1,762,419 (iii) 31-3-1979 1,120,000 268,800 1,388,800 (iv) 31-3-1980 1,120,000 179,200 ij299,~ (v) 31-3-1981 1,120,000 89,600 1,209,600 exp  tion-in this schedule "'dollar" means the unit of currency in the united states of america i , the caltex petroleum corporation (a foreign company) had the ewnership of, and control over, a significant portion of the petroleum products marketed and distributed in india one of its subsidiaries, namely, the caltex oil refining (india) limited (an indian company) was carrying on the business of refining crude oil and producing petroleum products in india and another of its subsidiaries, namely, the cau~x (india) limited (a foreign company) was carrying on through its undertakings in iind!a the business of marketing and distributing petroleum products 2 in implementation of the policy for progressively securing that the ownership and control of the products of the nation's petroleum resource are vested in ·the state and thereby so distributed as best to subserve the common good, government entered into negotiations with caltex for acquiring hundred per cent of the shares of caltex oil refining (india) limited free of encumbrances and the undertakings in india of cal~ (india) limited these negotiations were completed in november, 1976 ad it was agreed that the acquisition of the aforementioned shares and undertakings should be completed before the end of that year as parliament was not in session and was likely to meet only in february, 19'i"l" the caltex [acquisition of shares of caltex oil refining (india) liinl~ and of the undertakings in india of caltex (india) limited] ordinance, 1976, was promulgated by the president on the 30th december, 1976 the ordinance, biter alia provided for the following matters, namely:-(t) acquisition of all the shares of caltex oil reftntng (india) limited and of the undertakings in india of caltex (india) limited; (it) empowering the central government to direct the vesting of the undertakings in india of caltex (india) limited so aequired in a government company by notification; (hi) transfer of the services of the existing employees of caltex (inelfa) limited to the central government or the said government company; (tv) continuance of the contracts entered into by caltex (india) for any service, sale or supply in india 3 in pursuance of the power given to the central government to direct the ~g of the undertakings of caltex (india) in a government company, a notiftcatlon had already been issued vesting the said undertakings in the caltex oil refining (lndia) limited which bas become a government company by virtue of the acquisition of its shares 4 the bill seeks to replace the said ordinance new delhi; the 29th march, 19'17 morarji desai clause 3, of the bill provides that on the appointed day ali the shares in thecap'ital of caltex oil reftninj (india) limited shall ~tand transferred to, and vested in, the central government th~ share~'bhii'll be freed and discharged of all trusts, 1iabi~ties, obliga,tions, ~rtgages charges, liens and other ~cwnbrances a1fecting theia alty -dividend payable by caltex oil refining (india) limited in respect of an 'period beginning from the 1st day 'of january, 1976 shall also be payable,to the central government clause 5 of the bill provides that 'orl':the appoiltt: ed day, the right, title and interest of caltex (india) limited in relation to its undertakings in india shall stand transfettedto, andveiltec!'fn,'1he central government the profits earned by caltex (india) in relation to its undertakings in india from the 1st day of january, 1976, shall be payable to the central government clause 10 of the bill provides that for the transfer to and vesting in the central government under section 3 of the shares of caltex oil refining (india) ljmited, and for the transfer to and vesting in the central government under section ~, of the right, title and interest of caltex (india) limited in relation to its undertakings in india, there shall be paid by the central government an aggregate amount of rupees thirteen crores to caltex petroleum corporation and caltex (india) limited in the proportions agreed to by them and in such instalments and in such manner as is specified in the schedule to the bill: the amount will carry interest (free of income-tax), at the rate of eight per cent pex: annum from the 1st day of january, 1977, till the date of payment the payment would be made in us dollars to caltex petroleum corporation or caltex (india) limited, u the case may be in addition, the central government shall pay to caltex petroleum corporation or caltex (india) limited, u the cue may be, such amount in indian cuttency as may be required by the said companies 110 pay towards all taxes in india on the amounts payable under the said clause and all other taxes in india the uabluty for the payment of which arises directly on the transfer to and ve,sting in the central government of the shares of caltex on refining (india) limited, and of the undertakings of caltex (india) limited in india 2 the bill will involve a total non-recurring expenditure of rs 13 erores on account of principal and rs 1,05,35,883 on account 'of interest which will co!respond to us dollars 14,560,000 and 1180019 respectively at the fixed exchange rate (bank commercial selling rate of rs 100 equal to $1120 obtainin~ as on the 22nd november, 1976) the c",ovemment have also agreed to pay to caltex petroleum corporation or caltex (india) limited, as the case may be, an amount to cover payment of all taxes, inc1udin,:r capital ~ains tax, payable by the said companies this amount is estimated around rs 429 crores (non-recurring expenditure) and would be payable in rupees to caltex (india) limited who would in tum pay this amount to the- income-tax authorities the final figure of capital gains tax would be known (nly at the time of asse~srrent by the said authorities thi<; being only an estimate no specific amount or this account has been mentioned in th(' bill 3 the bill if enacted will not involve any other recurring or nonrerurring expendltun claule 23 of the bill seeks to confer on the central government the pnera! rule-making power for carrying out the provisions of the bw when edacted the power of making rules is confined to matter of detail &del ~ure 2 the deleibtion of lqislative power i is, therefore, of a normal character  billto provide, in the public interest, 107' the acquisition of the hares of caltu oil refining (india) limited and f01' the acquisition and tramfer of the right, title and interest of caltez (india) limited in relation to its undertakings in india and thereby to secure that the oume1ship and control of the petroleum products produced by the caltex oil refining (india) limited, and marketed and di,tributed bv the laid undet"takingl, in india, are so distributed as best to sub-", the common good (shri mof'tir;i deiai, prime minilte?) 