 immunity company limited (acquisi'tion and transfer of undertakings) _bill, 1984 arrangeme!nt of clauses chapter i preliminary clauses1 short title and 'commencement2 definitions chapter iiacquisitionand transferof theundertakingsof thecompany3 transferto, and vesting in, centralgovernmentof the undertakings of the company4 generaleffect of vestingf) centralgovernmentor existing, or new, governmentcompany,not to be liable for certain prior liabilities6 powerof centralgovernmentto directvestingof the undertakingsof the company in an existing governmentcompany7 transferof the undertakingsof the company from an existinggovernmentcompany to a new governmentcompany chapter iii paym~t of amounts8 paymentof amount9 paymentof furtheramount chapter ivmanagement, etc, oftheundertakingsofthecompany10 management,etc, of the undertakingsof the company11 dutyof persons in chargeof managementof undertakingsofthe company to deliver all assets, etc12 accoun ts to be renderedby the company or any other person chapter vprovisionshelatingto theemployeesof thecompany13 employmentof certainemployeesto continue14 providentfund and other funds (ii) chapter vi commissioner of payments clauses15 appointmentof commissionerof payments16· paymentby centralgovernmentto thecommissioner17 certainpowersof centralgovernmentor existing,ornew,governmentcompany13 claims to be made to the commissioner19 priorityof claims20 examinationof claims21 admissionor rejectionof claims22 disbursementof moneyby commissionerto claimants23 disbursementofamountsto the companyandpossessionofcertainmachinery,equipment,etc24 undisbursedor unclaimedamountto be depositedto the' generalrevenueaccount chapter vii miscellaneous25 act to have overridingeffect26·contractsto cease to haveeffect unlessratifiedby the centralgovernmentor existing,or new, governmentcompany'27penalties28 offences by companies29, protectionof actiontakenin good faith30 delegationof powers31 powerto make rules32 powerto removedifficulties the schedule toihhunitycdhpajtiliad:'ed(hcquisitionand transferof m~der'ffikincs) bill,1984(:::'0 be/as in tro duced in lq k sabha)page 6, line8,-for"undetakings iire2d"undertakings11p6l'1"age, lne,::,-for"fo!"read"for "page7,ln themarginal-headingtoclause11,-for"mano goment "read"mana goment "page1'0,line35,-fut!iensur e ii"enure iipage12,-fo:r line21, read-"( b)' the discovery and production of any documento!'0 tn er "pa ge '16, line12, -'ror"p er lods "read"period"page 18, line3 from bottom,-fo:c"r ecommneds "read flr-ecommends"new dellii;sa ka ) the bengal immunity company limited (acquisition and transfer of undertakings) bill, 19m a billto provide forrthe' 'acquisit:ijonan:d trans~r1in the public interest, of the undertakings of messrs bengal immunity company limited~ and for matters connected therewith or inculenial theretowhereasmessrs bengal immunity company limited were engaged ill the production and distribution of articles specified in the first schedule to the industries(development and regulation)act,1951, namely, chemicals(other than fertilizers), drugs aria pharmaceuticals which are5 essential to the needs of the general public;andwhereas the central government, being of opmion, after an investigation into the affairs of the company, that the affairs of the company have been managed in a manner highly detrimental to the public interest, had authorised, under section18aof the industries10 (development and regulation)act, 1951, a body- of persons to take over the management of the company;andwhelieasfor the purpose of reconstructing and rehabilitating the undertakings owned by the company so as to subserve the interests of the general public by the augmentation of production and distrlbntien of l5 different varieties of chemicals(other than fertilizers)!drugs and pharmaceuticals which are essential to the needs of the general public and to secure the continued supply thereof, it is necessary to acquire the undertakings of the' company;be it enacted by parliament in the thirty-fifth year of the republic of india as follows:-5 chapter i preliminaryshort title1 (1) this act may be called the bengal immunity company limited(acquisition and transfer of undertakings)act, 19mand commencement_(2) it shall come into force on such date as the' central govermnent10may, by notification, appoint2 in this act, unless the context otherwise requires,-definitions(a)"appointedday" means the date ofcommencementof thisact;(b)"commissioner"means the commissioner of payments 15appointed under section 15;(c) "company" means the bengal immunity company limited, being a company as defined in the companies act, 1900, and having1 ii its registered office at 153, lenin saranee, calcutta-700013;<d) "existing government company" means a government corn- 20pany which is carrying on business on the appointed day;(e), "new government company" means a government company formed and registered on or after the appointed day;the official<f)"notification"means a notification published in gazette;25(g)"prescribed" means prescribed by rules made' under this act;(h)"specified date" means such date as the central government may, for the purpose of any of the provisions of this act', by notification, specify, and different dates may be specified for different provisions of this act;30'(i) words and expressions used herein and not defined, but101'defined in the companies act, 1956, have the meanings, respectively, assigned to them in that act chapter ii acquisition and transfer of the undertakings of the company 35: 3 on the appointed day, the undertakings of the company, and the transfer to, and right~ title and interest of the company in relation to its undertakings, shall, by virtue of this act, stand transferred to, and vest in, the central governmentvesting in, central government of the undertakings of the company4 (1) the undertakings' of the company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, offices, factories,_workshops, stores, instruments, plants, machinery and equip-s ment,installations, laboratories, office furniture stationery and equipment, vehicles,patents, trade marks, cash balances, cash on hand, reserve funds, investments, book debts and au 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, whether10 within or outside india, and all books of account, registers and all other documents of whatever nature relating thereto(2) all properties and assets 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, obligation, mortgage, charge, lien15 and all other incumbrances affecting them, and any attachment, injunction, decree or order of any court, tribunal or other authority restricting the use of such properties or assets in any manner or appointing any receiver in respect of the whole or any part of such properties or assets shall be deemed to have been withdrawn20(3) every mortgagee of any property which has vested, under this act, in the central government and every person holding any charge, lien or other interest in, or in relation to, any such property shall give, within such time and in such manner as may 'be prescribed, an intimation to the commissioner of such mortgage, charge, lien or other interest25(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 holding any 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 mortgage money or other dues, in whole or in30 part, out of the amount specified in section 8, and also out of the amounts determined under section 9 but no such mortgage, charge, lien or other interest shall be enforceable against any property which has vested in the central government(5) any licence or other instrument g-ranted to the company in3; relation to anv undertakingwhich has vestedin thecentral government under section 3 at any time before the appointed day and in forceimmediately before the appointed day shall continue to be in forceonand after such day in accordance with its tenor in relation- to and for the purposes of such undertaking,and, on and from the date of vesting40 of such undertakingundersection 6 in an existing governmentcomnanv or under section 7 in a new government company the existing, ornew, government company as the case mav be shall be deemed tobesubstituted-in such licence or other instrumentas if such licence or otherinstrumenthad bee'1 granted1:9 suchexisting,or new,government15 company and such existinq', or new, government comnanv shall holditfor the remainderof the period for which the company would have heldit under the terms thereof(6) if on the anpointed dav, any suit, appeal or other proceedinz, of whatever naturein relation to any property or asset which has vested50 in the central government under 'section a instituted or preferred by,•or against the company is pending,  the same shall not abate, be discontinued or be, in any way, prejudicially·affected by reason of the transfer of the underta kings of the company or of anything contained in this act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the central government, or where 5the undertakings of the company are directed under section 6 to vest in an existing government company, or become transferred by virtue of the provisions of section 7 to a new government company, by or against such government company5 (1) every liability of the company in respect of any period prior 10to the 1st day of april, 1983, shall be the liability of the company and shall be enforceable against it and not against the central government, or, where the undertakings of the company are directed, under section 6, to vest in an existing government company, or become transferred·by virtue of the provisions of section 7,'to a new government company, 15against such government company:::entral(2) any liability incurred by, or arising against, the company on or after the 1st day of april, 1983, including the iiability to repay loans government or sxisting, advanced to the company by the central government on or after that day, together with the interest due thereon, shall be the liability,-20(a)where the undertakings of the company are directed, under section 6, to vest in an existing government company, of that existing government company; or)1" new 30vernment company, flot to be liable for certain prior lia biities(b)where the undertakings of the company become transferred by virtue of the'provisions of section 7, to a new government 25company, of that new government company, and shall be discharged by such government company as and when the discharge of such liability becomes due(3) for the removalof doubts, it is herebydeclared thatr-(a) save as otherwise expressly provided in this act, no iiability 30of the company in relation to its undertakings in respect of any period prior to the 1st day of april, 1983, shall be' enforceable against the central government, or, where the undertaking, of the company are directed, under section 6, to vest in an existing government company, or become transferred by virtue of the provisions of 31section 7 to a new government company, against such government company;(b)no award,· decree or order of any court, tribunal or other authority in relation to the undertakings of the company, passed on or after the appointed day, in respect of any matter, claim or dispute, 40which arose before the 1st day of april,19100"shall be enforceable against the central government, or, where the undertakings of the company are directed, under section 0, to vest in an existing government company, or become transferred, by virtue of the pro'visions of se~tion 7',to a new government company against such government 45company;5(c) no liability incurred by the company before the 1st day of april, 1983, for the contravention of any provision of law for thetime being-in force, shall be enforceable against the central government, or, where the undertakings of the company are directed, under section 6, 1,0 vest in an existing government company, or become transferred, by virtue of the provisions of section 7, to a new government company, against such government company6 (1) notwithstanding anything contained in sections 3 and11, and power of subject to the provisions of section 7, the central government may,10 if it is satistisd that an existing government company is willing to comply, or has complied, with such terms and conditions as that government may hunk tit to impose, direct by notification, that the undertakings of the company, and the right, title and interest of the central government to direct vesting of the undertakings of the company in relation to its undertakings which have vested in the cen-15 tral government under section 3, shall, instead of continuing to vest inthe central government, vest in that existing government company company in an existing government companyerther on the date of publication of the notification or on such earlier or later date(not being a date earlier than the appointed day) as may be specifiedm the notification(2) where the right, title and interest of the company in relation20 to its undertakingsvest, under sub-section(1), in an existing govern-ment company, that government company shall, on and from the date or such vesting be deemed to have become, and until the transfer of the undertakings by virtue of the provisions of section 7 to a new government company, be deemed to be, the owner in relation to 'such under-25 takings and 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, and until the date of such transfer be deemed to be, the rights and liabilities, respectively, of that existing government company307 (1) notwithstanding anything contained in sections 3 and 4, where the undertakings of the company have been directed, under sub-section(1) of sectiono, to vest in an existing government company, the centralgovernment may, if it is satisfied that a new governmentcompanyis35 willing to comply, or has complied, with such terms and conditionsasthat governmentmay think fit to impose, declare, by notification, thatthe undertakingsof the company be transferredto that new govern-transfer of the undertakings of the company from an existing government com-ment company, and on the issue of such declaration, the right, title and interest of the company in relation to its undertakingswhich hadbeendirected under sub-section(1) of section 6to vestinthatexisting40 government company, shall, instead of continuing to vest in that existingpany to a new government companygovernment company, vest in that new government company with effectfrom the date on which such declaration is made(2) where the right, title and interest of the existing government~ company in relation to the undertakings of the company vest under sub-4~ section (1)in a new government company, that new government company shall, on and from the date of such vesting" be deemed to have hecome the owner in relation to such undertakings and all the rights and liabilities of the existing government company 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 that new government company chapteh iii paymen1' of amounts8 for the transfer to, and vesting tn, thc central government, unden section3, of the undertakings of the company and the right, title and payment of amountinterest of the company in relation to its unclet3lki'l1g!l, there shall be given by the central government to the company, in cash, and in the manner specified in chapter vi, an amount of rupees seven hundred and [0sixty-six iakhs and ninety thousand9 (1) fof the deprivation of the company of the management of its undertakings, there shall be given to the company by the central payment of further amountgovernment an amount calculated, at the rate of two thousand rupees per mont1h for the period commmcncing on the date011which the manage- [j ment of the undertakings of the company was taken over by the persons authorised by the central goverament under section18aof the industries(development and regulation)act,1951, and ending on the ap-6pointed day(2)the amount specified in section8, and the amount determined20under sub-section(1) shall carry simple interest at the rate of four per cent per annum for the period commencing on the apposnted day and'ending on the date on which payment of such amounts is made by flhe central govermnent to the commissioner(3) the amounts determined in accordance with the provisions of 25sub-sections(1)and(2)shall be given by the central government to the company in addition to the amount specified in section8(4) for the removal of doubts, it is hereby declared that the liabilities of the company in relation to its undertakings which have vested in the central government under section 3 shall be discharged from the amount 30referred to in section8, and also from the amounts determined under sub-sections(1) and(2), in accordance with the rights and interests of the creditors of the company chapter iv management, etc, of the undertakings of the company10 the general superintendence, direction, control and management of the affairs and business of the undertakings of the company, the management, etc, right, title and interest in relation to which have vested in the central government under section 3, shall,-of the undertakings of the company(a)where a direction has been given by the central govern- 40ment under sub-section(1) of section 6, vest, on and from the date specified in such direction, in the existing government company specified therein;or(b)where a declaration has been made under sub-section of section7, vest, on and from the date of such declaration, in(1)the new government company specified therein, and thereupon the existing, or new, government company so specified, shall'be entitled to exercise, to the exclusion of all other persons, all such powers and do all such things as the company is authorised to exercise and do in relation to its undertakings511 (1) on the vesting of' the m~nagementof the undertakingsof thecompany in an existing, or a new, governmentcompany, all persons incharge of the managementof the undertakingsof the company immediately before such vesting shall be bound to deliverto suchgovernment company, all assets, books of account, registers and other documents10 in their custody relatingto the undertakingsduty of persons in charge of manegement of undertakings of the com-(2) the central government may issue such directions as it may deem desirable in the circumstances of the case to the existing, or new, pany to deliver all assets, etcgovernment company and such government company may also, if it is considered necessary so to do, apply to the central government at[5any time for instructions a's to the manner in which the management ofthe undertakingsof the company shall be conductedor in relationtoany other matterarising in the course of such management, (3) any person, who on the appointed day has in his possession or under his control any books, documents or other papers relating to the20 undertakingsof the company which have vested in the central govern-, ment01' in any existing, or new, government company and which belong to the company, or would have so belonged if the undertakings of the company had not vested in the central government or the existing, or new, government company, shall be liable to account for the said books,25 documents or other papers to the central government or the existing, or new, government company, as the case may be, and shall deliver them up to the central government or the existing, or new, government company or to such person or body of persons as the central government ior such government company may specify in this behalf30(4)the centralgovernmentor the existing, ornew,governmentcompany may take, or cause' to be taken, all necessary steps for securingpossession of all undertakingswhich have vested in the central government or the existing,or new, governmentcompany underthis act(5) the company shall, within such period as 1;he central govern-35ment may allow in this behalf, furnish to that government a complete inventory of all its properties and assets, as on the appointed day, pertaining to the undertakings which have vested in the centrai government under section 3, and, for this purpose, the central government or the existing, or new, government compapy shall afford to the company40 all reasonable facilities12 (1) where, in·pursuance of any decree, order or injunction of any court or otherwise-accounts to be rend red(a)the authorised persons were, after the date on which the management of the undertakings of the company was taken over by them under section 18a of the industries(develo~ment and regulation)act, 195-1and before the appointed day; or by the company or any other person(b)the central government or the existing or new, government company, as the case may be, is, on or after the appointed day, prevented from taking over the management of any part of the undertakings of the company, the company, or any other person in possession, custody or control of such part, shall, in relation to  the period 5commencing on the date of such taking over and ending on the date on which such part was or is handed over to the authorised persons or, as the case may be, the central government or the existing, or new, government company, render, within a period of sixty days from the appointed day or where such part was so handed over after the appointed1qday, within a period of sixty days from the date of such handing over, accounts with regard to the-(i)assets and stores of the undertakings or any part thereof, acquired, utilised or sold during the said period; and(ii) income derived by the company or any other persons from 15the undertakings or any part thereof during the said period, to the central government or the existing, or new, government company, as the case may be(2)if, on examination of the accounts referred to in sub-section(1), any income or other monies is or are found to have been derived 20by the company or any other person from such undertakings or any part thereof during the period referred to in that sub-section, or any other monies are found to be payable to the company, such income or other monies shall be recoverable by the centra] government or the existing, or new, government company from the company or such 25other person, as the case may be, and from the amount payable under this act to the company and the debt due to the central government or the existing, or new, government company, as the case may be, on this aceounf shall rank as an unsecured debt(3) if no account is rendered by the company or such other person 30in respect of the undertakings or any part thereof within the period referred to in sub-section(1) or if the central government or the existing, or new, government company, as the case may be, has any reason to believe that the account rendered by the company or such other person is incorrect or false in any material particular,"the central 35government or the existing, or new, government company, as the case may be, may refer the matter to the commissioner and thereupon the commissioner shall determine the income derived by the company or such other person from such undertakings or any part thereof during the period referred to in sub-section(1) arid take steps to recover the 40said income or other monies from the company or such other person and from the amount payable to the company under this act, as if the debt due to the central government or the existing, or-new, government company, as the case may be, on this account were an unsecured debt45(4) no mortgage, charge, lien or other incumbrance in relation to the undertakings of the company or any part thereof shall be binding on the central government or the existing, or new, government company, as the case may be, if such mortgage, charge, lien or other incumbrance was created, at any time during the period in which the authorised persons were and the central government or the existing, or new,5 government company, as the case may be, is prevented, by any decree, order or injunction of any court or otherwise"from taking over the management of such undertakings or any part thereof c'napteh v provisions relating 1'0 the employees of the company1013 (1) every person who has been, immediately before the appointed day, employed in any of the undertakings of the company shall become,-/employment of certain employe es to continue(a) on and from the appointedday, an employeeof the centralgovernment;and(b)where the undertakings of the company are directed, under sub-section(1) of section6, to vest in an existing government company, or are transferred by virtue of the provisions of section7, to a new government company, an employee of such government company on and from the date of such vesting or transfer, and shall hold office or service under the central government or the existing, or new, government company, as the case may be, with thesame rights and privileges as to pension, gratuity and other matters as would have been admissible to him if there had been no such vesting25 or transfer and shall continue to do so unless and until his employment under the central government or the existing, or new, government company as the case may be, is duly terminated or until his remuneration and other conditions of service are duly altered by the central government or the existing, or new, government company, as the case may be30'(2)notwithstanding anything contained in the industrial disputes947act 1947, or in any other, law for the time being in force, the transfer of the services of any officer or other person employed in the undertakinas of the company to the_central government or the existing, or new government company, as the cas-e may be, shall not entitle such35 officer or other employee to any compensation under this act or under anv other law for the time being in force and no such claim shall be entertained by any- court, tribunal or other authority14(1) where the company has established a provident fund, provident fund and other funds , isuperannuation fund, welfare fund or other fund for the benefit of the40 persons employed in the undertakings of the company, the monies relatable to the emoloyeeswhose services have become transferred by or under this act to the central government or the existing, or new, government company, as the case may be, shall, out of -the monies standing, on the appointed day, to the credit of such provident"superan-45 nuation, welfare or other fund, stand transferred to, and shall vest in, the central government or the a,ostlng;or new, government company ias the case may be,i(2)tlie monies which stand transferred under sub-section(1) to the central government or the existing, or new, government company, as the case may be, shall be dealt with by that government or the existing, or new, government company in such manner as may be prescribed chapter vi commissioner of payments15 (1) 'l'he cenftraj government shall, flo:rl the purpose of disbursing the amounts'payable under sections8 ·and 9, by notlficatlon, appoint a commissioner of pay'me~s(2) the central government may appoint such other persons as it may 10appointment of commissioner of pay, meritsthink fit to assist the commissioner and thereupon the comenlssloner may autborise one or more of such persons also to exercise all or anv of the powers exercisable by him under this act and different persons may be authorised to exercise different powers(3)any person authorised by the commissioner to exercise any -of 15the powers exercisable by the commissioner may exercise those powers in the same manner and with th-, same effect as if they have been conferred on that person directly by this act and not by -way of authorisation(4) the~alaries and allowances of the commlss'on-r anrl other nersons20appointed under this section shall be defrayed out of t e consolidated fund of india,16(1) the central government~l-jal1within thirty days from the specified date, pay, in cash, to the commissioner, for payment to the company-25(a)an amount equal to-the amount' specified in section8; and payment by central government to the cornmiseioner(b)an amount equal to the amounts payable to the company under section 9(2)a deposit account shall be opened by the central government in favour of the commissioner, in the public account of india, and 30every 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 shall b~ operated by the -commissioner (3)interest accruing on the amounts standing to the credit of the deposit account referred to in sub-section(2)shall ensure to the said 35account17(1) the central government or the exh;ting, or new, government comoanv, as the case may be, shall bel 'entitled to receive up to the specified date, to the exclusion of all other persons, anv monev due to the company, in relation to its undertakings which have vested in the 40central government or the existing, or new government company, as certain powers of central government or the case mav be and realised after the appointed(iqv, notwitbstandinz that the realisation pertains' to a period prior to the appointed day(2) the central government or the existing, or new, government- existing, or new, govern; ment companycompany, as the case may be" may mak- a claim to the commi:'jstoner45with regard to every payment made by it after the appointed day for discharging any liability of the company, in relation to any period prior to the 1st day of april, 1983; and every such claim shall have priority in accordance with the priorities attaching, under this act, to the matter5 in relationto which such liability has been discharged by the central government or the existing, or new, government company, a's the case may be(3)save as otherwise provided in this act, the liabilities of the company in respect of any transaction prior to the 1st day of april,10 1983 which have not been discharged on or before the specified date, shall be the liabilities of the company18 every person having a claim against the company shall prefer such' claim before the commissioner within thirty days from the specified date:claims to be made to the commissioner15proj-ided that if the commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty days and not thereafter19 the claims arising out of the matters specified in the schedule priority of claims20 shall have priorities in accordance with the following principles:-(a)category i shall have precedence over all other categories and category ii shall have precedence over category iii, and so on;(b)the claim's specified in each of the categories shall rank equally and be paid in full, but if the amount is insufficient to meet25such claims in full, they shall abate in equal proportions and'be paid accordingly;(c)the question of discharging any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all the liabilities specified in the immediately30higher category, examination of claims20(1) on receipt of the claims made under section 18, the commissioner shall arrange the claims in the order of priorities specified in the schedule and examine the same in accordance with such order of priorities35(2)if, on examination of the claims the commissioner is of the opinion thai the' amount paid to him under this act is not sufficient to meet ~the liabilities specified in' any lower category, he shall not be required to examine any claim in respect of such lower category21(1) after examining the claims with reference to the priorities40 set out in the schedule, the commissioner shall fix a date on or beforeadmissionorrejection ofclaimswhich every claimant shall file the proof of his claims, failing which he shall b9 excluded from the benefit of the disbursements made by the commissioner(2) not less than fourteen days' notice of the date so fixed shall be45 given by advertisement in such issue of any daily newspaper in the english language and in s h issue of 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 time specified in the advertisement(3) every claimant who fails to file the proof of his claim within the time specified by the commissioner shall be excluded from the dis- 5bursements made by the commissioner'(4) the commissioner shall, after such investigation as may, in nisopinion, be necessary and after giving the company an opportunity of refuting the clairn and after giving the claimant a reasonable opportunity of being heard; by order in writing, admit or reject th~ claim in10whole or in part(5) the commissioner shall have the power to 'regulate11,i8own procedure in all matters arising out of the discharge of his functions, including the place or places at which he will hold his sittings und shall, for the purpose of making any investigation under this act, have the 15same powers as are vested in a civil court under the c'ode of civil procedure,1908, while trying a suit, in respect of the following matters, namely:-(a)the summoningand enforcingthe attendanceof anywitness and examininghim on oath;qo(d)the issuing of any commission for the examinationof witmaterialobject producible as evidence;(c) the receptionof evidence on affidavits;,(d)the issuing o~ any commission for the examinationof wit- nesses25(6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning of sections193 and 22&of the indian penal code and the commissioner shall be deemed to be a civil court for the purposes of section1951 and chapter xxvi of the code ofcdmin~l procedure,19,73(7) a claimant who is dissatisfied with the decision of the commissioner may prefer 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:provided that where a person who is a judge of a high ~ourt is ap- 35pointed to be the commissioner, the appeal shall lie te the idgh e6lirt at calcutta and 'such appeal shall, be heardl and disposed of by not less than two judges of that high court22• fter admitting a claim under this act, the amount duq in respect of such claim shall be paid by the commissioner to the pers n of persons {oto whom such amount is due, and, on ':'ilichpayment, the liability sf the company'in respect of such claim shall stand discharged, disbursement of money by commissionen to claimants23 (1) if, out of the monies paid to him in relation to the undertakings of the company, there is a balance left after meeting the liabilities in accordance with the priorities specified in the schedule, the commissioner shall disburse such balance to the company5(2)-where the possession of any machinery, equipment or other pro-disburse, ment of amounts to the company and posjsession of perty has vested in the central government or the existing, or new, government company under this act, but such machinery, equipment or other property does not belong to the company, it shall be lawful for the central government or the existing, or new, government company, as certain machinery, equip;ment etc10 the case may be, to continue to possess such machinery, equipment andother property on the same terms and conditions under which they were possessed by the company immediately before the appointed day2·1 any money paid to the commissioner which remains undisbursed or unclaimed on the date immediately preceding the date on which the undisbursed or15 office of the commissioneris finally wound up shall be transferredbythe commissioner to the general revenue account of the central government; but a claim to any money so transferred may be preferred to the unclaimed amount to be deposited to central government by the persons entitled to such payment and shall be dealt with as if such transfer had not been made and the order, if the general revenus account20 any, for payment of the claim being treated as an order for the refund of the revenue chapter vii miscellaneousact to25 the provisions of this act shall have effect notwithstanding any-25 thing inconsistent therewith contained in any other law for the time have over riding effectbeing 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 authority2i every contract entered into by the company in relation to its30 undertakings for any service, sale or supply, and in force immediately before the appointed day, shall, on and from the expiry of one hundredand eighty days from that day, cease to have effect unless such contractis, before the expiry of the said period, ratified in writing by the centralgovernmentor, as the case may be, the existing,or new, government35 company, and in ratifyingsuch contract,the centralgovernmentor,as the case may be, the existing,or new,governmentcompanym~ycontractstoceaseto haveeffectunlesnratifiedbythecentralgovernmentormake such alterationsor modifications thereinas it may think fit:provided that the central government or, as the case may be,  the existing, or new, government company shall not omit to ratify a con-40 tract and shall not make any alterationor modification therein->existing, or new, government company(a) unlessit is satisfiedthatsuch contractis undulyonerousor has been entered into in bad faith or is detrimentalto the interestsof the centralgovernmentor, as the casemay be, such government company; and45(b)except after giving the partiesto the contracta reasonableopportunityof being heard andexcept after recording in writingitsreasons for its refusalto ratifythe contractor formakinganyalterationor modification thereinpenalties,27 a person who,-(a)having in his possession, custody or control any property forming part of the undertakings of the company, wrongfully withholds such property from the central government or the existing, or new, government company, as the case may be,or any person or 5body of persons authorised by/that government or existing, or newgovernment company;or(b)  wrongfullyobtainspossession of, or retains,any propertyforming part of any undertakingof the company; or(c)wilfully withholds or fails to furnish to the centralgovern- 10ment or, as the case may be, the existing, or new, governmentcom-pany or any person or body of persons authorised by that government or government company, any document relating to such undertakings which may be in his possession, custody or control; or(d)fails to deliverto the centralgovernmentor, as the case 15may be, the existing, or new, government company or any' person :or body of persons authorised by that government or existing, or new, government company, any assets, books 'ofaccount, registers or other documents in his possession, custody or control relating to the undertakings of the company; or20(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 or grossly inaccurate, shall be punishable with imprisonment for a term which may extend to 25two years, or with fine which may extend to ten thousand rupees, or with both28 (1) where' an offence under this act has been committed by' a company every person who, at the time the offence was committed, offences by companieswas in charge of, and was responsible to, the company for the conduct 30of 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 proceeded against and 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 35was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence(~) notwithstanding anything contained in sub-section(1), where 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 conni- ,0vance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, 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;45explanation-for the purposes of this section,-(a) "company"meansany body corporateand includesa firmor other association of individuals;and(b)"director",in relation to a firm, means a partnerin the firmprotection of action taken- in good faith29 (1) no suit, prosecution or other legal proceeding shall lie against the central government or the existing, or new, government company or any officer or other employee of that government or government company or any officer or other person authorised by that government5 or government company for anything which is in good faith done or intended to be done under this act-(2) no suit or other legal proceeding shall lie against the central government or the existing, or new, government company or any officer or other employee of that government or government company10 or any officer or other person authorised by that government or government company for any damage caused or likely to be caused by anything which is in good faith done or intended to be done under this act"30 (1) the central government may, by' notification, direct that all or any of the powers- exercisable by it under this act, other than the delegation of powers15 power conferred by this section or section 31 or section 82, may als6 be exercised by such person or persons as may be specified in the notification(2) whenever any delegation of power is made under sub-section(1), the person to whom such power has been delegated shall act under the20 direction, control and supervision of the central government31 (1) the central government may, by notification, make rules- for carrying out hie provisions of this act power to raake rules(2)in particular, and without prejudice to 'the generality of the foregoing power, such rules may provide for all or any of the following25 matters, namely: --(a) the time withinwhich, and the mannerin which, an intimation referredto in sub-section(3) of section 4 shall be given;(b)the mannerin which monies in any providentfund or otherfund referredto-in- section 14 shall be dealt with;(c)any other matterwhichis requiredto be,ormaybe,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 parliament, while it is in session, for a total period of thirty days which may35 be comprised in one session or in two or more successive sessions, andif, before the expiry of the session immediatelyfollowing the session orthe successive sessionsaforesaid,both housesagree in makinganymodification in the rule or both houses agree that the rule should not bemade, the rule shall thereafterhave effect only in such modified form40 or b~ of no effect, as the case ma~ be; so, however, that any such modification or annulmentshall be withoutprejudiceto the validityof anything previouslydone under that rule32 if any difficulty arises in giving effect to the provisions of this act, the central government may, by order, not inconsistent with the pro-i45 visions of this act, remove the difficulty;power to remove difficulties provided that no such order shall be made after the expiry of a period of two years 'from the appointed day(see sections 19, 20, 21 and 23)| order                                                                  | of priorities             | for the discharge of the liabilities   | of the                | company               ||------------------------------------------------------------------------|---------------------------|----------------------------------------|-----------------------|-----------------------|| part                                                                   | a-post-take-over         | and pre-take-over                      | periods               |                       || 5                                                                      |                           |                                        |                       |                       || category                                                               |                           |                                        |                       |                       || i~                                                                     |                           |                                        |                       |                       || wages, salaries and other dues of the employees                        | of the company for        |                                        |                       |                       || the post-take-over                                                     | period as well as arrears | in relation                            | to wages, salaries,   |                       || provident                                                              | fund                      | and other                              | dues of the employees | for the pre-take-over || period,                                                                | including                 | the                                    | contribution          | to be made to the     || insurance                                                              | fund                      | and                                    | additional            | dearness              || 10                                                                     |                           |                                        |                       |                       || employees                                                             |                           |                                        |                       |                       || part b-post-take-over                                                 | periods                   |                                        |                       |                       || category                                                               | 1i-                       |                                        |                       |                       || and interest                                                           |                           |                                        |                       |                       || 15                                                                     |                           |                                        |                       |                       || (a)                                                                    |                           |                                        |                       |                       || loans                                                                  | advanced                  | by the                                 | central               | government            || due thereon                                                           |                           |                                        |                       |                       || (b)                                                                    | loans,                    | advanced                               | by                    | banks                 || guaranteed                                                             | by the central            | government                             | and interest          | due thereon          || (c)                                                                    |                           |                                        |                       |                       || other loans                                                           |                           |                                        |                       |                       || category                                                               | iii-                      |                                        |                       |                       || credit availed of for purposes of trade or manufacturing               | operations               |                                        |                       |                       || 20                                                                     |                           |                                        |                       |                       || category                                                               | iv-                       |                                        |                       |                       || (u) revenue,                                                           | taxes,                    | cesses, rates                          | or other              | dues to the           || government                                                             | or a state government    |                                        |                       |                       || (b) any other dues                                                    |                           |                                        |                       |                       || part                                                                   | cs-s-pre-tcke-over        | period                                 |                       |                       || category                                                               | v-                        |                                        |                       |                       || principal                                                              | amount of loans advanced  | by banks and financial insti-          |                       |                       || tutions                                                                | and interest              | due thereon                            | up to and including   | 18th may, 1978,       || that is to say, the date on which the notified order under section 18a |                           |                                        |                       |                       || of the                                                                 | industries                | (development                           | and                   | regulation)           || 1                                                                      |                           |                                        |                       |                       || 1, was                                                                 | 3065                      |                                        |                       |                       || published                                                              | in the official gazette  |                                        |                       |                       || \-                                                                     |                           |                                        |                       |                       || category                                                               | vi-                       |                                        |                       |                       || revenue,                                                               | taxes,                    | cesses, rates                          | or any other          | dues payable          || central                                                                | government                | or a state government                  | or a local authority |                       || cutegor)j v ii-                                                        |                           |                                        |                       |                       || 35                                                                     |                           |                                        |                       |                       || amounts                                                                | due by way of interest    | on loans referred                      | to in category        |                       || v after 18th may, 1978 up to the date preceding                        | the appointed             | day,                                   |                       |                       || categoty viii-                                                         |                           |                                        |                       |                       || availed of for purposes                                                | of trade                  | or manu-                               |                       |                       || (a)                                                                    |                           |                                        |                       |                       || any other credit                                                       |                           |                                        |                       |                       || facturing                                                              | operations               |                                        |                       |                       || (b)                                                                    |                           |                                        |                       |                       || any other dues                                                        |                           |                                        |                       |                       | statement of objects and reasonsmessrs bengal immunity company limited, calcutta, were engaged in the manufacture of chemicals(other than fertilizers), drugs and pharmaceuticals which were essential to the needs of the countrydue to labour problems and lack of proper resource management and long term planning, the company went into serious financial and other difficulties resulting in the management applying to the court for the closure of the companythe company was also being mismanagedafter investigation into the affairs of the company through an investigation committee, the management of the undertakings of the company was taken over on the 18th may, 1978 by the central government under section 18a of the industries(development and regulation)act, 1951a board of management was appointedit is necessary to acquire the undertakings of the company for the purpose of reconstructing and rehabilitating the same so as to subserve the interests of the general public by the augmentation of production and distribution of different varieties of chemicals, drugs and pharmaceuticals which are essential to the needs of the general public2 the bill seeks to achieve the above objectsnew delhi;vasantsathethe j7'bj!,july,1984 president's recommendation under article 117 of the cons'ritution of india[copy of letter no l-35-(3)f81-d v, dated the 21st july,1984;from shri vasant sathe, minister of chemicals and fertilizers to the secretary-general, lok sabha]the president, having been informed of the subject matter of the proposed bill to provide for the acquisition and transfer, in the public interest, of the undertakings of messrs bengal immunity'company limited, calcutta, and for matters connected therewith or incidental thereto, recommneds, under clauses(1) and(3) of article117 of the constitution of india, the introduction and consideration of the bill in lok sabha, j financial memorandumclause 8 of the bill provides for the payment in cash and in the manner specified in chapter vi of an amount of rs 76690 lakhs(rupees seven hundred and sixty-six lakhs and ninety thousand only) for vesting in the central government the right, title and interest of the company in relation to the undertakings owned by it2 sub-clause(1)0'£ clause 9 provides for payment of a further amount in cash, in consideration for the deprivation of the company of the management of its undertakings, calculated at the rate of rs 2,000(rupees two thousand only)per month for the period commencing on the date on which the management of the undertakings of the company was taken bver by the persons authorised by the central government under section 18a of the industries(development and regulation)act,~951and ending on the appointed dayit is estimated that this amount will be of the order of rs1,54,000' (rupees one lakh and fifty-four ithousand only)3 sub-clause(2) of clause 9 provides for payment of simple interest on the amounts specified in clause 8 and sub-clause(1) of clause g'at the rate of 4 per cent; per annum for the period commencing on the appointed day and ending with the day on which the payment of these amounts is made by the central government to the commissioner of paymentsthe interest payment in terms of the provisions of the subclause is of the order of rs 2,56,000(rupees two lakhs and fifty-sixthousand only)--:-<-,-;;-:;;,4 clause15 of the bill provides for the appointment of the commissioner of payments by the central government with adequate staff to assist him for the purpose of disbursing the amounts payable to the company, the salary and allowances of the commissioner of payments and his staff and expenditure on office and establishment will be defrayed out of the consolidated fund of indiathe-estimated expenditure on this account is likely tobe of the order of rs 20,000 per month5,the post-take-over liabilities of the industrial'reconstruction corporation of india and the united bank of india relating to principal amounts of' loan amounting to rs, 15025 lakhs which were guaranteed by the government will not be discharged by the commissioner of payments out of the amount paid to him under clause 8 of the, billin the interest of the company and its continued functioning, it is proposed that the central government may provide in, the budget for its payment,i!6 funds will also have to be provided to the company for modernisation and expansionthe expenditure on this account is necessary to imake the company financially viablea sum of rs 50 lakhs will be provided in the budget of- 1984-85 towards non-plan loans for working capital for this company and may have to be disbursed to the company during the yeari7 the bill, if enacted, is not likely to involve any other recurring or;non-recurring expenditure memorandum regarding delegated legislationclause 31 of the bill empowers the central government to make rules to carry out the provisions of -the billthe matters in respect of which rules may be made, inter aha, 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 be given to the commissioner of payments and the manner in which the monies in any provident fund, superannuation, welfare or other fund maintained by the company shall be dealt with by the central government or the existing, or new, government company2 the matters in respect of which such rules may be made are matters of procedure and administrative detail and it is not practicable to provide for them in the bill itselfthe delegation of legislative power is, therefore, of a normal character sabha a billto provide for the acquisition and transfer, in the public interest, of the undertakings of messrs bengal immunity company limited, and for matters connected therewith or incidental thereto(shri       vasla,nt sathe,minister           of chemicals                            andfertilizers)