 the ganesh ii'lour m1:llb company ll'1ited (ac~isition and t"~;ins~ of,undbrtakince) ""'ill, 1984 (to ~,~/as introduced in 10k sabha)1 fa ge) (i), line 13,-m ii floor " ~' "flour " 2 p'i?o 2, lir!r: '3,-ibl: "owenn ii read "owned" 3 page 1+ in the m9rginal heading to clause 5',-am1t "t he" ~ page~, line 12,-!ol: "custodj,an ~" re~d "(,'u~t0di ::ifls of" 5 page 9, line 3~,-~ "on" ~ "an" ' page 1 0, line  6,-w 1'as" r&d "in :, 7 page 1 0 ~ line 21, -il:ft~r "wi thh01d s " ;tnsert "such" 8 p a p: e' 1 , , lint: 8,-tlter_ "i n wlli ('1j " insert "alj(] ii new milil; feb i:uary21, __ 198l __ _ l'halguna 4, 1905 (saka)  the ganesh flour mills comp~y limited (acquisition and transfer of undertakings) bill, 1984 arrangement of clauses chapter i preliminary clauses1 short title and commencement 2 definitions  chapter ii acquisition and transfer of ganesh floor mills3 transfer to, and vesting in, the central government of ganesh flour mi!lls   4 general effect of vesting s power of central government to direct vesting of ganesh flour mills in a government company 6 the company to be liable for certain prior liabilitiea  chapter iii payment of amount7 payment of amount  chapter iv management, etc, of oanesh flour mills8 management, etc, of ganesh flour mills 9 duty of persons in charge of management ·of ganesh flour mui$ to deliver assets, etc 10 duty of persons to account for assets, etc 11 duty of the company to furnish particulars  chapter vprovlsions relating to employees of oanesh flour mills 12 continuance of employees 13 provident fund add other funds  chapter vi commissioner of payments clauses14 appointment of commissioner of payments 15 payment by the central government to the commissioner 16 priorities of claims 17 claims to be made to the commissioner 18 proof qf claims 19 disbursement of money by the commissioner to claimants 20 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii mi9cellaneotis21 act to have overriding effect 22 contracts to cease to have effect unless ratified by the central government or government company 23 penalties 24 offences by companies 25 protection of action taken in good faith 26 delegation of powers 27 power to make rules 28 power to remove difficulties 29 repeal and saving the schedule  the ganesh flour l\fills company limited (acquisition and transfer of undertakings) bill, 1984a  billto provide for the acquisition and transfer of the right title and intere!lt df certdiirl undertaklng~ of the gljj'iesh flour mills company limited w~th cj view f(," sustaining and strengthening the nucleus' of public owned or controlled &i1i;t3 required for ensuring supply of whole-some vanaspali and refined edible '{jijs nutriticus foods and other consumer commodities', to the public at reason  1 able prices and thereby to give effect to t~ policy of the state                                                                  towart4s! securing the principles specified                                  in                                      clauses (b)                                                    and                                                          (c)                                                               of article{ 39 oj the constituoon                                                                       r i    whllreas the ganesh flour mills company umited has throup the ganesh flour mihs been engaged mainly in the manufacture and produotion of certain    commoditi~s, namely vanaspati, refined edible oils, various types of nutritious    foods and other consumer commodities which are essential to the n~ds of the 5 community;  " ,,~ and whereas the management of the ganesh flour mills was taken over by the central government u~der the indllstries (development ane' iloplation) act 19s1; and whe~eas it is necessary to acquire the undertakings of the ganesh flour mills company umited in relation to the ganesh flour mills for sustaining and strengthening the nucleus of public owend or controlled units required for ensuring supply of wholesome van asp ati , refined edible oils, various types of nutritious foods and other consumer commodities to the public at reasonable 5 prices; and whereas such acquisition is for giving effect to the policy of the state towards securing the principles specified in clauses (b) and (c) of article 39 of the constitution; be it enacted by parliament in the thirty-fifth year of the republic of india 81 follows:-10  chapter i preliminary1 (1) this act may be called the ganesh flour mills company limited (acquisition and transfer of undertakingc;) act, 1984 short title aad com-jilalcomat (2) it shall be deemed to have come fnto force on the 28th day of january, 1984 definitions 2 in this act, unless the context otherwise requires,-(a) "appointed day" means the 28th day of january, 1984; (b) "conlmissioner" meanli the commissioner of payments appointed 20 under section 14; 1 of 19s{i (c) "company" means the ganesh flour mills company limited, delhi, a company within the meaning of the companies act, 1956 and having its legi~tered office nt subzi mandi, delhi; (d) "date of taking over" meens the date on which tile management of 25 the ganesh flour mills of the company was taken over by the board of management by virtue of the order of the government of india in the late miuistry of industrial development no so 69s(e)j18aaiidrai72, dated the 3rd november, 1972 made under sub-section (1) of section 18aa of the industries (development end regulation) act, 1951; 30 65 of 1951 (e) "ganesh flour mill5" means-(i) the delhi vanaspati factory, delhi; (ii) the hindustan breakfast food manufacturing factory, new delhi, including the ganesh electrical factory, new delhi which is ititerlinked with it by roof\on of its location, common services and infrastructure; '" 35 (iii) the kanpur vanaspati factory, kanpur; and (iv) the solvent extraction plant, bombay; (i) "notification" means a notification published in 8adtt; the offieial ,0 (g) "prescribed" means prescribed by· rules made under this act, (h) "specified date" in relation to any provision of this act, means such dete as the central government may, by notification, specify, for the purpose of that provision and different dates may be specified for 5 different provisions of tbis act;  (i) "the government con:lpany" means the government company in which the ganesh flour mills are directed to vest under sub-section (z) of !-ection 5, 10 lf 1''' (j) words and expressions used herein and not defined but defined in the companies act, 1956, have the meanings, respectively, assigned to them in that act  chapter ii acqlilsition and transfer of ganesh flour mills3 on be appointed clay, the garesh fioa mibs aad the rip', title  transfer to 15 inerest of lie company, in reiadod to the ganesh flour mills, sw, by virtue ~ad vestin, of this act, , transferred to, and shab vest in, the central government 1ft, the central·· gover  ment of gancsh flour milia 4 (1) the gooesh flour mills shall be deemed to include all assets, rights, general lease-holds, powers, authorities and privileges, and all property, mqvable add e~ of immovable, induding lands, buildings, workshops, stores, instruments, machinery vest n, 20 and equipment, cash balances, cash on hand, reserve funds, investments and book debts pertaining to the ganesh flour mills and all ~her 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 in r~latiul1 to the ganesh flow mids, whether within or outside india, and all books of account, 25 registers and other dqcuments of whatever nature relating thereto (2) all properties as aforesaid which have vested in the central governmen~ under section 3 shall, by force of such vesting, be freed and discharged from an!)" trust, obligation, mortgage, charge, lied and all other incumbrances affecting them, and any attachment, injunction or decree or order !;, any caurt or o:her authority, 30 restricting the use of such properties in any manner or appointing any receiver in respect of the whole or any 'part of such properties shall be deemed to have been withdrawn (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 35 ~nterest in, or in relation to, any such propeny shall give, within such time and in such manner as may be prescribed, an intimation to the commissioner of such mqrtgage, charge, lien or other interest (4) for the removal of doubts, itis hereby declared that the mortgagee on any property referred to in sub·section (3) or any other person holding any 40 ch~ge, 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 ~ort~e money or other dues, in whole or in part, out of the amounts specified 1q section 7, 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 granted to the company in relation to the oanesh flour mills which has vested in the central government under section 3 at any time before the appointed day and in force immediately before that day shall cqotinue to be in force on and after such day in accordance with its tenor in relation to, and for the purposes of the ganesh flour mills and on and from 5 the date of vesting of the ganesh flour mills under section 5 in a government company, that government company shall be deemed tq be substituted in such lkence or other instrument as if such licence or other instrument had been granted to that government company and that government company shall hold it for the remainder of the period fqr which the company to which it was granted would 10 'have held it under the terms thereof (6) if on the appointed day, any suit, appeal or other proceeding of whatever nature instituted or preferred by or against the company, in relation to the ganesh flour mills, is pending, the same shall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the ganesh 15 flour mills 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 the ganesh flour mills vest in a governmen, company under section 5, by or agajnst the government company, power of 5, (1) notwithstanding anything contained in sections 3 and 4, the central 20 central gov- government may, if it is satisfied that a government company is willing to comply, e~nment to or has complied, with sucb terms and conditions as that government may think direct ftit,;  ' ifi' h g h fl m'll d th 'ght , f the fit to impose, direct, by not cation, tnat t e anos our i sane fl, tng 0  ,  ~ h fl m'll h' h gaoesh title and interest of the company iii relation to the ganes our 1 s w ic flour mills have vested in the central govewmcnt under section 3, shall, instead of conti- g5 in a govern nuing to vest in the central government, vest in that government company men! eomeither on the date of the notification or on such earlier or later date (not being pany, a date earlier than the appointed day) as may be specified in the notification, (2) where the right, title and interest in relation to the ganesh flour mills vest in a government company under sub-section (1), the government com- 30 pany shall, on and from the date of such vesting, be deemed to have become the owner of the 9anesh flour mills and all the rights and liabilities of the central government in relation to the ganesh flour mills shall, 0'11 and from the date of such vesting, be deemed to have been the rights and liabilities, res- 35 pectively of the government company, the com-6 (1) every liability, other than, the liability specified under sub-section ~ally to be (2), of the company in relation to tbe ganesh flour mills in respect of any liable for 'd' h 'd d h 11 ' , ' t ' , peno prior to t e appoldle ay s a be the habillty of the company and eer aln prtor , , liabilities, shall be enforce~ble agamst it and not against the central government or, where the ganesh fl~ur mills vest in a government company, against the gov- 40 eromen! company, (2) any liability i~ respe~t of the amount advanced, after the date of taking over, to the company ld,relauon to the ganesh f10ur mills, together with interest due thereon and the, wages, salaries and other dues of persons employed in the ganesh flour mills 10, respect of any period after the date of taking <wer shan on and from the appointed day, be the liability of the central government and 45 shall be discbarged by the central government or for and on behalf of that government, hy the government company as and when repayment of such amoilot becomes due or as and when such wages, lialaries and other dues became due and payable 50 (3) for the removal of doubts, it is hereby declared that,-(a) save as otherwise expressly provided in this section or in any other section of this act, no liability, other than the liability specified in sub-section (2), of the company in relation to the ganesh flour mills, in 5 respect of a period prior to the appointed day shall be enforceable against the central government or the government company as the case may be; (b) no award, decree or order of any court tribunal or other authority in relation to the ganesh flour mills passed after the appointed day in respect of any matter, claim or dispute in relation to any matter, not being 10 a matter referred to in sub-section (2), which arose before that day shall be enforceable against the central government or the government company ,as the case may be; (c) no liabiiity incurred by the company before the appointed day, for the contravention, in relation to the ganesh flour mills of any pro-15 vision of law for the time being in force shall be enforceable agai,lst the central government or the government company, as the case may be  chap11er iii payment of amount7, (1) for the transfer to and vesting in the central government, under payment of 20 dian 3, of the ganem flour miii~ and die right, tide and iaterest of the amount com,y in reiatiou to the genesh flour mils, there shall be givcft by the central government to the compa,y in c~ and in the m81t1k'f' specified in chapter vi nn amount equal to r sum of one crore, fifty-seven laklls and dxty-e1gbt tbouudd nrpet's 25 (2) in addition to the amount specified in sub-~on (1) there shall also be given to the company by the central government an amount calculated at the rate of ten thousand rupees per annum for the deprivation of the company of the management of the ganesh flqur m'djs for the period commenclng on t1je date of takida over a·nd endii12 with the appointed day 30 (3) the amount specified in sub-section (1) and the amount calculated in accordance with the provisions of suljsedion (2) shall cany liimple interest at the rate of four per cent per bnnum for the period commendng on the appointed day mel ending on the date on which payment of' such alronnf 'is made by the central government to tbe commissioner  chapter iv35  management, etc, of ganes" flour mills8 (1) on the appointed day, the general superintendence, direction, con-manaletrol and management of the t1fh!rs and business of the ganesh flour mills shall,-ment etc, of (a) where a direction has been· made by the central governme~t ganesh under sub-section (1) of section 5, vest in the government company specl-flour mills, fied in such direction; or (b) where no such direction has been made by the central govt'rnment, vest in one or more cul'todians appointed by the central government under sub-section (2) - aod thereupon the government company so specified or the custodian or custodians so appointed, as the case may be, shall be entitled to exercise, to the exclusion of au other persons, all such powers and do all such things as the company is authorised to exercise and do in relation to the ganesh flour mills (2) the central government may appoint one or more individuals or a 5 government company as the custodian or custodians of the ganesh flour mills in relation to which no direction has been made by it under sub-section (1) of section s (3) the custodian or custrkiiens so appointed shall receive, from the funds of tbe ganesh l<10ur mills such remuneration as the central government may 10 fix and shall hold office during the pleasure of the central government ( 4) the custodian or custodian of the ganesh flour mills shall maintain an account of the gancsh flour mijj~ in such form and manner and under such conditions as may be prescribed and the provisions of the companies act, 1956, 1 f 1'56 shell apply to the audit of tbe accounts so maintained as they apply to the audit 15 of the accounts of a company 9 on the vesting in the central government or a government company of the ganesh flour mill~, all persons in charge of the management of the ganesh flour mills immediately before the date of such vesting, shall be bound to deliver to the central government or the government company or to such 20 person or body of persons as the central government or the government company may specify in this behalf, all assets, books of account, registers or other docunlents in their custody relating to the ganesh flour mills duty of persons in charge of mana,ement of ganesb flour mills to deliver assets, eli: duty of perso8s to account for assets, etc 10 (1) every person who has, on the appointed day, in his possession or under his control any assets, books, documents or other papers relstin~ to tbe 25 ganesh flour mills which has vested in the ('-entral government or '1 government company under this act, and which belon~ to the company or would have so belon~ed if the ganesb flour mills had not vested in the cen tral government or -the government company, shall be liable to account for  the said a!lsets, books, documents and other papers to the central -oovernmerit 30 or the government company, as the case may be, and shall de'iver them up to the central government or the government company or to such l'~r'lon or body of persons as the central government or the government company may c;peclfy in this behalf (2) the central government may take or cause to be taken all necessary 35 steps for securing possession of the ganesh flour mills which has vested in it under section 3 duty of the company to furnfab particulars 11 the company shall within such period as the central government may allow in this behalf furnish to that government a complete inventory 01 all its properties and assets as on the appointed day, pertaining to the ganesli 40 flour mills which has vested in the central government under scctio'1 3, and for thi!'; purpose, the central government or the government comp:my 8hall afford the company all reasonable facilities  chapter v provisions relating to empioyees of ganesh flour mnls 4512 (1) every person who has been immediately before the appointed day employed by the company in connection with the gane!\h flour mill" shall become-continuance of employees  (0) on and from the flpj'lointed day an employee of the ('enfra] government: and 50 - (b) where the ganesh flour mills is directed, under sub~sectjon (1) of section 5, ~o vest in a government copjpany, an employee of that company on and from the date of such vesting, and shall hold office or service under the central government or the govern-5 ment company, as the case may be, with the same rights and privileges as to pension, gratuity and other like matters as would have been admissible to him if there had been no sueh vesting and shall continue to do so unless and until his employment under the central governmegt or the government company, as the case may be, is duly terminated or until his remuneration or other condi-10 lions of service are duly altered by the central governm::nt or the govern~ ment company, as the case may be (2) notwithstanding anything contained in the indus~rial disputes act, 4,1'47 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 connection with the gjnesh flour 15 mills to the central government or the government company shall not entitlo such officer or other employee to any compensation under this act or any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority 13 (1) where the company has established a provident fund, superanl1ua-provident fund and other funds :20 tion fund, welfare fund or other fund for the benofit of persons employed in the company, the monies relatable to the otjicers and other employees, whose services have become transferred by or under this act to the central government or the government company shall, out of the monies standing, on the appointed day, to the credit of such provident fund, superannuation fund, 25 wlfare fund or other fund, stand transferred to, and vest in, the central government or the government company, as the case may be (2) the monies which stand transferred under sub-section (1) to the central government or the government company, as the case may be, shall be dealt with by that government or the government company in such manner 30 as may be prescribed  chapter vi commissioner of paymentspayments 14 (1) the ce  kal guvernment shan, for the purpose of di!lbursioc the appoint-8aiolints payable under sectiolj 7 to the company by notificatlon, appoint a men! of 35 ccmmissioner of paymen commissioner of (2) the central govemmen may appoint such other penon4i l1s it may think fit to assist the commissioner and thereupon the commissioner may authorise oljle or more such persons also to exercise all or any of the power's exercisable by him under this act, add different persons may be authorised to exercise! 40 dhlerent powers (3) any person authorised by the commissioner to exercise any of the powers exercisable by the commissioner may exercise those powers in the same manner and with the same effect as if they have been conferred on that person directly by this act and not by way of authorisation  45 (4) the salaries and allowances of the ccmnhssioner and other persoll" appeinted udder this sectiod shall be defrayed out of die consolidated fund of indiapayment by 15 (l) the central government shall, within thirty eays from the specithe central fled date, pay, in cash, to the commissioner, for payment to the company an government to the comamount equal to the amounts specified in section 7 mis~ioner (2) a deposit account shail be opened by the central governml!nt ill favour of the commissioner in the public account of india, 'lind every am()unt paid 5 under this act to the commissioner shall be deposi:ed by him to the credit of the said deposit account, and thereafter the said deposit account shall be operated by the commissioner (3) interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the company 10 priorities 16 the claims arising out of matters specified in the schedule shall have of claims priorities in accordance with the following principles namely:-(a) category i shall have precedence over all other categories and category ii shall have precedence over category iii and so on; (b)' the claims specified in each of the categories, shall rank equally 15 and be paid i:n full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal proponions and be paid accordingly; and (c) tbe question of discharging any liability with regard to a matter specified in a lower catl:gory shall arise only if a surplus is ldt after meeting all the liabilities specified in the immediately higher category 20 ':iaims to he made to the commissioner 17 every person having a claim against the company in relation to the guncsh flour mills with regard to any of the matters specified in the schedule shall prefer such claim b\!fore thc commissioner within thirty days from the spe'ified date: provided that if the commissioner is satisfied that the claimant was prevented 25 by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a furthcr period of thirty days, but not thereafter proof of claims 18 (1) 1be commissioner shah fix a datc on or before which every claimant shall file the proof of his claim failing which he will be cxcluded from the benefit of the disburc;ements made by the commissioner 30 (2) not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the english language havma circulation in the major part of the country and in one issue of any daily ne\w-paper in sueh regional language as the commissioner may consider suitable and every such notice shall call upon the claimant to file the proor of his claim with 35 the commisgioner within the period specified in the advertisement ~3) every claimant w~o fails to file the proof or" his claim within the period specified by the commlsstoner shall be excluded from the disbursements mad~ by the commissioner (4) the commissioner shall after such investigation as may  hi  b d·  ,m s opldlod, · e nccesc;ary an after glvmg the company an opportunity of ref ti' the l' 40 df " hi' ung clwll an a ter gmng t e calmant a reasonable opportunity of bein h r d b · 'r d'  h " gear y order iii wn irg, a mit or reject t e claim 10 whole or in part ' , · (5) the co?,~issioner shall have the power to regulate his own procedure id au matters arlsmg ~t of the discharge of his functions including the place or plac:, at whleh he will hold his sittings and shajl, for the purpose of making 45 any illvestjgat10n under this act, have the "'arne powers  as are vested in a j of 1908 civil court under the code of civil procedure, 1908 while trying a suit, in respeqt of the following matters namely:-(a) the summoning and enforcing the attendance of any witness and examining him on oath; 5 (b) the discov\!ry and production of any do:::umcnt or other material object producible as 'evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses (6) any investigation before the commissioner shall be deemed to be a 45 of 1[(60 2 of 1974 io judicial proceeding wi~hin the meaning of sections ] 93 and 228 of the indian penal code and the commissioner sball be deemed to be a eivilcourt for the purposes of section 195 and chapter xxvi of the code of criminal procedure, 1973 (7) a claimant who is dissatisfied with the decision of the commissioner, ismay prefer an appeal against the deci03ion 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 court is appointed to be the commissioner such appeal shah lie to the high cow1 of delhi and 20 such appeal shall be heard and disposed of by not less than two judges of that hi~h court 19 (1) after admitting a claim under this act, the amount due in disburserc~pect of such claim shall be paid by the commissioner to the person or persons ment of to whom such amount is due and on such payment the liability of the company :on~y c 25 in rl!spect of such claim ~ hall !';tand discharged n~s!i:neromto claimants (2) if out of the monies paid to him in relation to the ganesh flour mills there is a balance left after meeting the liabilities as specified in the schedule the commissioner shall disburse such balance ,to the company 20 any money paid to the commissioner which remains undisbursed or un-30 claimed on the d'ate immediately preceding the date on which the office of the commissioner is finally wound up shall be paid by the commissioner, before his office is finally wound up to the general rcvenue account of the centruj government~ but a claim to any money so transferred may be preferred to the central (l0vernmcnt by the !,erson entitled to such payment add shall be dealt with as undisbursed or unclaimed amount to be deposited to the general revenue account 35 if !'uch transfer had not been made, and the order if any, for payment of the claim being treated as on order for the refund of the revenue  chapter vii m1scelianeous21 the provisions of this act shall have effect notwithstanding any-40 thing inconsistent therewith contained in any other law for the time being in force act to have over ridina effect or i~ any instrument havinlz effect by virtue of any law, other thall tllis act, or in any decree or order of atiy court, tribunal orother authority 22 every contract, entered into by the company in relation to the ganesh flour mills which has vested in the central government under section 3, for any ~e:"vice, sale or supply and in force immediately before the appointed day shall, on and from the rxpiry of a period of thirty days from the appointed day, cease to have effect un1e~s i'ueh contract is, before the expiry of that period,mtified, ill 5 writing by the central government or the government company and as ratifying such contract the central government or the government company may make ~uch ~lteration or modification therein 9s it may think fit: contracts to cease to have effect unless ratified by the central government or government company provided that the central government or the government company shall not clmit to ratify a contract and shah not make any altemtion or modific,ation ~n"1 10 contract-, i:) (q) unless it i" satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the centra~ government or the government company; and (b) except lfter givil'l(!: the parties to the contract a reasonable oppor- 15 tunity of being heard e:nd cxcept after recording in writing its rea~ons for refusal to r;{tify the contrect or for making any alteration or modtficatton therein penalties 23 any person who,-(a) having in his possession, custody or control any property;o forming part of the ganesh flour' mills wrongfully withholds property from the central government or the government company; or (b) wrongfully obtains possession of, or retains, any property forming part of the ganesh flour mills; or (c) wilfully withholds or fails to furnish to the central government 25 or the government company or any person or body of persons specified by that government or the government company, as the case may be, any document re1ating to the ganec;h flonr mills which may be in hig possession custody or control; or (d) wilfully rails to delivcr to the central government any inventory 30 of property and assets forming part of the ganesh flour mitis; or (e) fails to deliver to the central g<yvernment or the government company or any person or body of persons specified by that government or the government company, any assets, books of account, registers or other documents in his possession, custody or control relating to the 35 ganesh flour mi1js; or (f) wrongfully removes or destroys any property forming part of the gancsh flour mills or prefcrs any claim under this act which he knows or has reason to believe to be false or grossly inaccurate, :;hall be r~nishable with imprisonment for a term which may extend to two 40 years or with fine which may extend to ten thousand rupees, or with both offences by companies 24 (1) where an offence under this act has been committed· by a company, evcry person who, at the time the offence was committed wa  h , s 10 c arge of, and was responsible to the company fot the conduct of the business ut thc company, as well as the company, shall be deemed to be guiltv of the 4 '1ffcnce and shah be liable to be proceeded against and punished acco~dil)g1:v: 5 pro~iped that nothi~g contained in this sub-section shall renda any slich pe~son ltable to any punishmeqt, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commis~ion of such offence (2) notwith~tanding anything contained in sub-section (1), where any offence under thts act has been committed by a company and it is proved 5 tltat the offence has been committed with the consent or connivan~e of, or is attri· butable to any neglect on the part of, any director, manager, secretary or other olicer of the company, such director, manager, secretary or other officer shall be comed to be guilty of that offeace aad shall be liable to be proc~eded against aad punished accordingly  10 explanation-for the purposes of this section,-(a) "company" means any body corporate and includes a firm or other association of individuals; and (b) "director", in relation to a firm, means a partner in the firm 2! (1) no liuit, prosecution or other legal proceeding shall lie against the! prgtection of action leken in lood faith j 5 central government or any officer or other employee of that gowrnment or the custodian or the government company or any person authorised by that government or the custodian or the government company for anything which is in good faith done or intended to be done under this act (2) no suit, prosecution or other ieial proceeding shall lie against the ('~a-20 tra] government or any ollicer or other employee of that government or th cust,odian or the government company or any person authorised by that government or the custodia a or government company for any damage c,lused or iike]y to be caused by anything which is in good faith done or intended to be don under this act 25 26 (1) the central government may, by notification, direct that all or any dele,alion of the powers exercisable by it under this act, other than the powers conof powers ferred by this section, sections 27 and 2!, may also be exercised by such person or pers<ms as may be specified in the notification (2) whenever any delegation of power is made under sub--section (1), the 30 person to whom such power has been delegated shall act under the direction, wntro] and supervision ot the central government power to 27 (1) the central government may, by notification, make rules for carrymake rules ing out the provisions of this act (2) in particular, and without prejudice to the generality of the foregoing 35 p(~wer, such rules may provide for all or any of the following matters, namely:-(a) the time within which, and the manner in which, any intimatioq referred to in sub-section (3) of section 4 shall be given; (b) the form and manner in which, and the conditions under which, the custodian or custodians shall maintain accounts as required by sub-section u) of section 8: (c) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section t 3 shall be dealt with; (d) any other matter which is required to be, or may be, prescribed (3) every rule made by the central government under this act shall 45 be laid, as soon as may be after it is made before each house of parliament, while it is in session, fora total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the ~essiop' il1]me~ja!~'y following the session or the succer,sive session!! aforesaid, both houses agree in making any modification in the rule or both houaes agree that the rule should not be made, the rule shall thereafter havo effect only in 'iuch modified form or be of no effect as the case may pe; so however, that any lucb modification or annulment shall be without prejudice to the validity of anything previously done \;nder that rule 5 power to remove difficulties 28 if any difficulty arises in giving effe·:;t tn the prov-ions of this act, the central government may, by order not inconsistent with the provisiona of this act, remove the difficulty: provided that no such order shall be made after the expiry of a period of two years from the appointed day 10 repeal add savina· 29 (1) the ganesh flour mills company limited (acquisition and transfer of undertakings) ordinance, 1984, is hereby repe:l~ed 2 of 1984 (2) notwithstanding such repeal, anything done or any action taken under the said ordinance shall be deemed to have been done or taken under the corresponding provisions of this act 15  the schedule[see sections 16, 17 and 19 (2)] order, pi' priorities for the dlsc!hargf of liabilities of the company category 1-(a) wages, ~"laries and other dues payable to the employees ('f the 20 company 25 (b)  deductions made from the salaries and wages of the employees for provident fund, employees state insurance fund, contribution premium relating to life insurance c"''poration of india or for any other purposes cctegory 1/-secured loans category 111-revenue, taxes, cesses, rates or other dues to the central government, 30 a state government, a local mahority or a stoate electricity board category iv-any ether loans or ducs the ganesh flour mills company limited is a public limited company incorporated in 1891 the company was not being managed in a manner befitting its size and position this led to gross mismanagement and grave financial irregularities in its working as a result, the ganesh flour mills company lim:ted remained closed the management of the ganesh flour mills company limited was, therefore, taken over on the 3rd november, 1972, under section 18aa of ~he industries (development and regulation) act, 1951 2 certain units of the aforesaid company, namely:-(i) the delhi vanaspati factory, delhi; (ii) the hindustan breakfast food manufacturing factory, new delhi, including the ganesh electrical factory, new delhi, which is interlinked with it by reason of its location, common services nnd infrastructure; (iii) the kanpur vanaspati factory, kanpur; and (iv) the solvent extraction plant, bombay (hereinafter referred to as the ganesh flour mills) being managed by the central government under section 18aa of the industries (development and regulation) act, 1951, have been refining crude rapeseed oil imported from abroad for supply to the public d!stribution system all over the country it has also been producing wholesome vanaspati for sale at reasonable prices in the open market the ganesh flour mills has, thus, been playing an important role in the supply of commodit~es essen~ial to the needs of the common man it is intended further to extend the role of the ganesh 'flour mills by means of expansion o~ its production capacity and diversification of its production function as a part of the nucleus of the instrumentalities under the public sector so as to provide government a commanding role in the regulation of the edible oil economy certain schemes for this purpose are under pre~ara­tion 3 the ganesh flour mills company limited had a negative networth at the time of its take-over in november 1972 and on its own it was not in a posit~on to raise th~ necessary funds and provide the managerial inputs to ·bring it back to running condition under the ;nanage~en! of the government, financial loan was provided by the industrial reconstruction corporation of india besides this, consi; derable managerial and technical inputs have been provided to bring the ganesh flour mills to its current healthy situation in order to enable it to play the role envisaged for it 'under government's policy for reiulating the edible oil economy, it is necessary to make further investments for modernisa~ion of its mach:nery and diversification of its activities it was felt that further investments for such purposes should be preceded by some arrangement which ensures continuity of management of the ganesh flour mil~s under the central government the ganesh flour mills company limited (acquisition and transfer of undertakines) ordinance, 198 was accordingly promulgated on the 28th january, 198 • 4 the bill seeks to replace the aforesaid ordinance naw o-m; bhagwat jha azad the 17th february, 1984 clause 3 of the bill provides for the transfer to and vesting in the central government of the ganesh flour mills sub-clause (1) of clause 7 provides for the payment in cash and in the manner specified in chapter vi of the bill of an amount of rs 1,57,68,000 (rupees one clore fifty-seven lakhs and sixty--eight thousand only) for vesting in the central government the right, title and interest of the ganesh flour mills company limited in relation to the ganesh flour mills 2 sub-clause (2) of clause 7 0' the bill provides for payment of a further amount in cash, in consideration for the deprivation of the ganesh flour mills company limited of the management of the ganesh flour mills calculated at the rate of rs 10,000 (rupees ten thousand only) per annum, for the period commencing on the date on which the management of the ganesh flour mills was taken over by the central government and ending on the appointed day it is estimated that this amount will be of the order of rs 1,20,000 (rupees one lakh and twenty thousand only) 3 sub-clause (3) of clause 7 of the bill provides for payment of simple interest at the rate of o4r per cent per annum in respect ot the amounts payable under sub-clauses (1) and (2) of clause 7, for the period commencing on the appointed day and ending on the date on which the payment of the amount is made by the central government to the commissioner of payments it is estimated that this amount is likely to be of the order of rs 52,960 (rupees fifty-two thousand nine hundred and sixty only) per month 4 clause 14 of the bill provides· for the appointment of a commissioner of payments by the central government with adequate staft to assist him for the purpose of disbursing the amounts payable to the ganesh flour mills company limited the salary and allowances of the commissioner of payments and his staft and the expenditure on office and establishment will be defrayed out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of rs 20,000 (rupees twenty thousand only) per month 5 the bill, if enacted, is not likely to involve any other recurring or non-recurrine expenditure clause 27 of the bill empowers the central government to make rules to carry out the provisions of the act the matters in respect of which rules may be made, inte-r alia, relate to the -time within which and the manner in which any intimation regarding any mortgage, charge, lien, etc, on the property which has vested in the central government may be given to the commissioner of payments, the form ana manner in which the conditions under which accounts shall be maintained by the cdstodian and such other matters as are required to be specified by rules 2 the matters in respect of which rules may be made are matters of procedure or administrative detail the delegation of legislative power, is, thus, normal in character  " ,  billto provide for the acquisition and transfer of the right, ,title and interest of certain undertakings of the ganesh flour mills company limited with a view to sustaining and strengthening the nucleus of pubuc owned or controlled units required for ensuring supply of wholesome vanaspati and refined edible oils, nutritious foods and other consumer commodities to the public at reasonable prices and thereby to give effect to the policy of the state towards securing the principles specified in clauses (b) and (c) of article 39 of the constitution,             ~ (shri bhagwat jha azcltl, minister of state of the ministry of food and  civil supplies) 