ii'![ maruii lllu ten (ac1jisiti(,:" and trat\jc,rer 01= u~eriakinr,s) rill, 1~80 lio ?glas i:ntruduced in ho~~ab~ 1 - page 3, line ~~ \) , --ft r !' (2) ii g_asi " ( 3) ii 2 page 4, line 4c,-for "udertakin 9s" re ac "u ndcrta kings" 3 - page 5, 1 in e 1 3 , -i2! "for" rf,)d "fou:;" -4 page <j, line 3',,-~ "specfi~dll !£j!<i ii specified:' 5 page 10, in the marginal citation aaainst line 27,-i5$ " 1 ~'c h" rc 89 " 1~60" 6 pa9~ 12, line 40,-"whi c h" ins ert "may" 7 p -;e 15, line ~,--~_tt "1101/ 5 - " q pag p 10, lin~ 11,-for "clause" p'r:d -"clause i" 9 p-age 16, line 14 frqn h ott em, -fof "neccssiate" ~ad "necessitute" new deilu ; n ovcmbe r 25 - 1910 ~grahayana 4, ly02 (sak~'  the, ~run ~teu; (~uismon 4nll t&ansn:r 0if undertakings) bill, 1980 1 •• ' , '  arrangement of clausesclauses - , ''} 1"","  "~~-: ':" ~  i 1 short title and 'commencement 2 definitions  chapter ii acquisition and transfer ; of the unddtakings of the company3 transfer to, and vesting in, the central government of the undertakings of the complny~ 4 general ef!ect of vesting 5 central government dr goverriment company not to be liable for prior liabilitiel 6 power of central government to direct vestag of the undertakings of the company in a government comp~ny  chapter iii payment of amounts7 payment of amount 8 payment of further amount  chapter iv management, etc, of the undertakings of the company9 management, etc, of the undertakings of the company 10 duty to deliver possession of the undertakings of the company and documents relating thereto 11 duty to furnish particulars j2 accounts and audit  chapl'er v provisions ulating to the employds of the company13 employment of certain employees to eontinue 14 provident fund and other fomds  clauses chapl'er vi commissioneji of payments15 appointment of commi':3sioner of payments 16' ray~¢rii  by the central government to the commissioner 1'1'  certain powers of the central government or government company 18 claims to be made to the commissioner 19 priority of claims 20 examination of claims 21 admission or rejection of claims 22 disbursement of money by the commissioner to claimants 23 disbursement of amounts to the company 24 undisbursed or unclaimed amount to be deposited to the general revenue account  chapter vii miscellaneous25 act to have overriding eftect 26 contracts to cease to have eftect unless ratified by central government or government company 27 protection of action taken in good faith 28 delegation of powers 29 penalties 30 offences by companies 31 power to make rules 32 power to remove difficulties 33 repeal and saving the schedule  the maruti limited (acquisition and transfer oj' undertakings) bill, 1980 a billto provide for the acquisition and transfer oj the undertakings of maruti     limited with a view to securing the utilisation at the aooilable     infrastructure, to modernise the automobile indwtry, to effect a     more economical 'utilisation of bcarce fuel and to ensure                                                                      higher     production of motor vehicles which lire essential to the needs of the     economy of the country and tor matters connected therewith or     incidental thereto   whereas maruti limited had been engaged in the manufaci'uf'e and production of articles mentioncd in the first schedule to the indull~~1i (development and regulation), ac;t, 1151, namely, automobiles; 65 of 1951 am> whbreas an order has been made for the winding up of the company and proceedings for its liquidation are pending in the high court of punjab and haryanaj and whereas the undertakings of the company have not been functioning; s and whereas it is necessary to utilise the production facilities and equipment of the undertakings of the company so as to increase the production of motor vehicles and generate employment in the interest of the general public; bil it enacted by parliament in the thirty-first year of the republic 10 of india as follows:- chapter i preliminary1 (1) this act may be called the muruti limited (acquisition and transfer of undertakings) act, 1980 15 short title and cemmence-meat (2) it shall be deemed to have come into force on the 13th day of october, 1980 2 in this act, unless the context otherwise requires,-deanitions (a) "appointed day" means t~e 13th day of october, 1980; (f» "commissioner" mean's the commissioner of payments ap- 20 pointed under section hi; 1 of 1956 (e) "company" means maruti limited, being a company within the meaning of the companies act, 1"956, and having its registered office at pal am, gurgaon road, gurgaon (haryana); (d) "notification" means a notifioation published in the oftlcial 'j5 gazette; (~) "prescribed" means prescribed by rules made under this act; (f) "spec~fied date", in relation to any provls10n of this act, means such date &lj the c~ntral oovel'llltl~lj,t may, by nqtiftcajj,on, 30 specify for the purposes of 'that provision, and different dates may be specified for different provisions of this act; (g) words and expretona ussd 'hereln 'and net defined but-defined  in the' eompanies aict, 1866 snail nave the ,meemings  ~tively 1 of 1988 assign-=d"w; •• 'in that' -t,  i iss  chapter ii acquisition and transfer of me undertakings of the companya~jtjt~·  ~ w"timt·~r  ce~,'w  transfer r:i, title aadiat~·,of, tjae,tmpany at 'nlau·to it  ,w;;  , t'o, and 5 8wi, b, ~ of thie t\et,t" •• nsfftwedto, t 'veet in  be (amt_ vesting in, gofli t ' the central iw1iid -  government of the undertakings of the company 4 (1) the undertaldbss of the company shall be deemed to include gefteral all as8ms, rights, lease-holds, powers, authorities and privilege~, and all effeet--at property, movable and immovable including lands, buildings, worlcshcps" 'vesting, i () stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investments book debts and all other rights and interests in, or arising out of, such property as were immediately before the appointed day in the ownership, possession, power or control of the company, whether within or ouuiq,e indi'a, and all books oj acoount, j 5 registers and all ot1wr docl,lments of whatever nature relating thereto (2) all pl'operties as af~ which have vested in ule cei\tral government under section 3 sba11, by fol'~e 01 such vesting, be freed and dibchmged from any trust, ob:u"ion,mor~g8ge, charge, lien add all otlter incumblt~ces affectmg them, and any attachment, injunction, 20 decree or order of any court re&4'icting the use of liuch prqp~ties in any m~er shall be deemed to h,ave been withdrawn (3) every mortgagee of any property mich has vested under this act in the certral govemment and every person holding any charge, hen or other inteest in, or :b1 relatloo to, auy suehproperty, shall give, within such time and in 81lehmaaner as may be prescribed, an 2s intimation to the cojihniimioner' of s\1ch mortgage, charge, lien or other interest (4) for the ~emoval of 40ubts, it is hereby declared that the mortgagee of any propert,y ref~rred to i,n sub-i$ection (2) or any other person 31) holdi1'l8 any cha~ge, lien or oth" i~terest in, oj;' io relation to, any such property shal) b~ entitled to claim, in accordaj)ce with his rights and interests, payment of the mortji(age money or other dues, in whole or in part, out of the amount specifted in !'iection 7, but no such mortgage, charge, lien or other interest shall be enforceable against any property 35 which has vested in the central government (5) anv licence or other instrument granted to the company in trelation to any undertaking which has vested in the central government under section 3, at ai:1y time before the appointea day and in force immediately before that day, shall continue to be in force on and after such 40 d:\y in accordance with its tenor in relation to, and for the purposes of such undertaking and on and from the day of vesting of such undertaking ullder section 6 in a government company, that company shall be deemed to be substituted in 'such licence or other instrument as if such licence pr other instrumept ~adbeen ~ad~ed ~'~~ ~~e~ejlt campany and that government company shall' hold it fdr,' the remainder of the period for which that company would have held it under the terms thereof -  '  •• i,~ t ;" ' (6) if, on the appointed day, any suit, appeal or other proceeding of whatewr nature in relritiol1_:any·~whkh h-·veited'iit1t11&cmtral 'govemment, undettiotl 3, !nstituted 01 prefened iby at agall'dlt 5 tile company is pendbig, the siltne shuil hot: 'abllte, be d1aeontlftljecn)r'_ in any way, prejudicially affected by reason of the transfer of rthe undezo' takings of the company or of anything contained in this act, but the suit, appeal or other proceeding may be continued, qrosecuted or enforced by or against the central government, or, where the undertakings 10 of the company are directed under section 6, to vest in a government company, by or against that government company   ' so (1) every liability of the cqillpaji\y in ~~t! of any perio~ prior to the appointed day, shall be the liability of ,the company and shall be enforceable against it and not ,against the central government or, where 15 the undertakings of the co~pany are directed under section 6, to vest in a government company, against that government company central govern mentor govern_ mentcompanynot to be liable for prior liabilities (2) for the removal of doubts, it is herely declared that,:"" (a) save as otherwise expressly provided in this section or in any other provision of thi's act, no liability of the company in respect 20 of any period prior to the appointed day, shall be enforceable against the central government, (lr, where the undertakings of the company are directed under section 6 to vest in a government company, against that government company; (b) no award, decree or order of any court, tribunal or other 2 5 authority in relation to the undertakings of ,1m company, passed after the appointed day, in respect of any matter, claim or dispute which arose before that day, shall be emforceable against t,be central government, or, where the undertakings bf the company are directed under section 6 to vest in' a goverjlment"oojrf3any, against that 30 government company; (c) no lia,bility incu,rred by the compnny before the appointed day, fqf the contravention at a ,proyision or any law for the hme being in force, shall be enforceable against the ,central govel"il:ment, or, where the undertakings of the company are directed under sec- 35 tion 6 to vest in a government company, against that government company 6, (1) notwithstanding anything contained in sections 3 and 4, the central government may, subject 00 'such terms and conditions as it may think fit to impose, direct, by notification, that the udertakings of the 40 company, and the right, title and interest of the cor::l'oany in relation to its undertakings, which have vested in the central government under section 3, shall, inste!ld of continuing to vest in the central government, vest in a government company either on the date of t'1~ notification or on such earlier or inter date (not being a date 'e~dier th:1n the aroointed 45 day) 33 may be specified ,in the notification, (2) where the right, title and interest of the company in relation to power of central govern_ ment to direct vesting of the under takings of the corepany in a government company, '~s u~<lertakings, est ijt· a 9ov~rnm~nt company·under:lub"8ection (1) the government company;~, on and from the dateo! such vesting, be deemed to have ,~me the owner in ~lationto such, ,undertakings, and au the rights and liabilities of the central ,government in relation to such undertakings shall, on and from the date of such vesting, be s deemed to have become the rights and liabilities of the government company   ~ i chapter iii' payment of amounts7 for the transte'r to, and vesting in, the central government, payment 10 under section 3, of the undel'tbkings of the company and the right, title of and interest of the cojltllany in relation' to its undertakings, ttiere shall amopnt be paid by the ~elltral govenllnent to jthe company, in casl,l, and in the manner speeffled in' chatter' vi, an amount of rupees for hundred and thirty-four hkhs ' 15 8 (1) the amount 'pecified in section 7 shall carry simple interest payment at the rate of four per cent per annum fol" the period commencing on of furt~er the appointed day and ending on the date on which pa)'lme1lt of sum amoun amount is made by the central govemment to the commissioner (2) the amount determined in accordanee with the provisions of 20 sub-section (1) shall be paid by the central government to the company in addition to the amount specified in section 7 (3) for the removal of doubts, it is hereby declared that the liabilities of the company, i'n relation to its undertakings which have vested in the central government under section 3, shall be discharged from 25 the amount referred to in section 7, and also from the amount determined under sub-section (1) in accordance with the rights and interests of the creditors of the company  chapter iv management, etc, of the undertakings of the oompany , i30 9 (1) the general superintendence, direction, control and management of the affairs and business of the undertakings of the company, the right, title and interest in relation to which have vested in the central government· under section 3, shall,"':" mana, •• mento etc, of the undertakingaot' tbecom-(a) where a direction has been made by the central govern- pan, 35 ment under sub-section (1) of section 6, vest in the government company specified in such direction, or (b) where no such direction" has beem made by the central government, vest in one or more custodians appointed by the central governmen:t under sub-section (2),  40 and thereupon the government company so specified or the custodian or custodians so appointed, as the, case, may h~ shall be entitled to exercise, to the exclusion,of all other ~rson,s" au such po,wers and ao all such things as the company was ~uthorised to exercise and do in relation to its undertakillgs  (i> ':rhe eenbl ~dt ma,' 8ppmn' ollie et rilme lndtyidll8ls or, a ,gcwel'llm8l1t· com~  ute cjudocmn ~,'omtcdlfts'1!)f thtt undertaidnll cid tke compay in nfau u ~·no <kmtfqnhas ~en- jmde by i'uatler: lmlb-seetiqjl, (j' 1o"aeotiea,6 10 (1) notwithstanding any judgment, decree or order of any court, s duty to deliver possession tribunal or other authority or anythjjlg contained in any law for the time of the being in force, the official licjuidator at thf! company or any other person, undertakin whose possession or custody or under whose control the undertakings inas of of the company or any part thereof may be, shall forthwith deliver pos-~mpany sessiwl of the ,\lddenakings o£ the com)l!lmy or m, part tbel'eof to the 10 and catred government or where the uadertakinpof the q)mpeuy de doewnents vested under seotion 6 in a goverament c,ay, to that compaay relating thereto (2) on the vesting of the managema!lt of tae und~takillgs of the company in a government company or on tile appointm~dt of the custodian or custodians, the official liquidator of the company or any other 15 penon who has, on the appointed, day, in 'hia p0888&&ion or custody or under his control any books, documents or other papers 1'6latibg to the wnde-ukings of the company, immeciia~lybefore auch v_tqor appoint-ment shallbeboldld to deliver the saki books, doowlll8llta <or ~tberpapers to the government company or the custodi'an or custodians or to such 20 penon 8s the central ~ or the oowrmnedt oerip_y, as the case mey lht_ idbysp!oify m this' baham (3) the central government may take or cause to be taken all necessm"y st foro seeuring poaes!fon of' the 12'n'dertatings which' have vested in it u~ section 3 25 (4) the centtal government may ilsue such directions as it may deem desirable in the circumstances of the case to the government company or the custodian or custodi'ans, and such gqvernment company, custodian or custodians may also, if it is considered necessary so to do, apply to the central g<>vernment at any time for instructions as to the 30 manner in which the management of the undertakings of the company shall be conducted or in relation to any other matter arising in the course of such llw)888ment (5), the custodian or custodiads sllell reeeive 1!rom the fund, of the undertakings of the com~ sl1ch ,relbllavation, • ",-celltral gov~ 3s ment may fix and shall hold office during the pleasure of the central qowmmenl duty to 11 (1) the company shalt, withir' u~h" period' ii' a gentr'al' govfurnish ernment may allow in this behalf, ful'l1iab to that govemment or to the particulars government company a conipl~te' inventory of an tlie prope,rties and 40 absets of the cow1pany as,on the appointeef day pertafnfni,to the' undertakings which have vested'ln the c!enttal govemmetit' ot toe government company, as the case, may be (2)'so much of' tbe obligation of the' ~twplti:f under sub~seeti6ri (n as relates to tite prqpettyefi ancf'~ottluteoillplny in tbe po$8ess- 4s ion, custody or control of the oftlclal'ltqu'i6tttot of'the cotiit)8ny shan be discharged by him 1 of 1858 l2 the' custodian or custodians of the undertalddga'of the compiny aceouafl iball maintain an account of the undertakings of the company in sudl' add foridmd manner and subject to 8uch conditions as may be prescribed audit and the provisions of the companies act, 1956, shall apply to" the audit s of the accounts so maintained as they apply to the audit of the accounts of a company  chapter v paovxsions relanng to 'l'hji: employees of the compalfy  ~'~'  ~ ,~~,~13 (1) every person who hail been, immediately before theappolnte4 emp1~~·~ 10 day, employed in any of the undertakings of the company shall becorne,- mqt ~,:,, cenm·",vt"'9 (a) on and from the appointed day, an employee of the'central emplo)''''' government; and   to eat!-(b) whete the undertaking's of the company are directed:'under,aue sub-section (1) of section 6, to vest in a government company, 'im is employee of such government company on and from th~ date 01 such vesting, and shall hold office or service under the central government or the' government company, as the case may be, with the same rights and privileges as to pension gratuity and other matters as would have been 20 admissible to him if there had been no such vesting and shall contmue to do so unless and until his employment under the central goverjlment or the government company, as the case may be, is duly terminatecl~ _ until his remuneration and other conditions of service are duly altered by the central government or the government company, as the case may· be 14 of 1947 lis (2) notwithstanding anything contained in the industrial disputes act, 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 any undertaking of the company to the central government or the govern:nent company shall not entitle such officer or other employee tq any compensa-j, ! 30 tion under this act or under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authwity  r - ~ (3) where, under the terms of any contract of i8l'vice or otharwiae, any person, whose services become transferred to the central govern  3s ment or the government company by reason of the provisions of this act, is entitled to any arrears of salary or wages or any payments for any leave not availed of or any other payment, not being paymen, by way of gratuity or pension, !;uch person may enforce his claim against the company, but not against the central government or the govern-40 ment company 1'- (1) where the company has established a provident fund, super- prov1deat annuation fund, welfare fund or any other fund for the benefit of ~e func:l,~" persons employed in any of the undertakings of the cqmpany, the ~th:: monies relatable to the officers or other employees, whose services have un - 45 become transferred, by or under this act, to the central government or the' government company, shall, out of the montes standing, on the appointed day, to the creciit of such provident fund, superannuation fund, welfare fund or other fund, stan~ transferred to, and vest in, the central government or the governmen i- company, as the case maty be (z) the ~wca ~~~~ au~~ (l~to" ~~al gov~jld'midt ,,r the gov~8jlt ,cp~" ~ th, ~ jimf  be  ~ be qaalt with by ,thijt gqver~ oj" ~ ggvem~ q~­illluch liwldael' u may be pntscribed  chapter vi15 (1) 'i'ia~ central governmeilt 'shall, for the purpose of 4l6ursin, ~ ~thws oi¥ll~tq il\e 'cqiq8nf w1il_ l8iliioo7 add ~oij 8, ])y dqwicatioq, it,poid,t  coij'li)i',,1aeretf p,aaea-- appointmentof colll!ilila'o liontt at (~~ -,c  tq1 ~jiip_ ' a""~ sw:h pilmw  as it 10 mny think fit to assist the commissioner and tthereupoa mi· c-"' •• 1d1b' "uthoriae one or more of sue" persojls also ,to _~ all or any~ of the powers exereisableby him under this act bild ~ww ~n~ idjly be authorised to exercise dijlerent powers (3) any person authorised by the commissioner to exercise any of the is powers exercisable by the co~ioner may exerciset40u powela ill the same manner and with the ~ effect as if they luwe beencomerred on that person directly by this act and not by way of autborisau,oa (4') the  salaries and allowances of the commissioner and other ""-loluappointed under this section shall be defrayed out of the consoli~t-110 ed~d'of inttia  • -:(19 'phe 'centralggvernment shall, within thirty days 'from the specified date,pay, in cash, to the commiisioner, for ~~ to the company-(a) adamo\idt equal to the amount speclfisd in aection fl, add izs (b) an amount equal to the ameuntpayabie to the compally ud4erleetion 8 payment by the central government td the commiaaioner (2) a deposit account shall be opened by the central govenune~ iii favour of the commissioner in the public account of india, and ev~r, amount paid under this act to the commissioner shall be deposited by 30 ru1o't8e credit of ;the~&8iddepoait account and the satd,pestt account shah ,be opa'ated by the< commiisioner (3) records shah be maintained by the commissioner in respect of the undertakings of the' company in relation to which payment hal b,uq mtde to him under thii act 85 ,~) ·the mterest,acmdnged;tbe amount stading to the ormtt,c1f-thel , deposit account referred to in ub-section (2) shall enure to ltm, tjendt of ~ c~p1pl1 cehea powel'l of the central government or gov, met u~j) ''!'he ~centra1 government ar tbegovernment company, 81 "the ' eue'maybe,!lhallbe entitled toree'eive up to the speeifted-date,·tntbe 40 exel1l8lon of all ottrer pe1's011s, 'any money due to the company, 'in hlatioh' to· its 'undertakings 'w'htch 'have vested in the central gmemment ort1le govei'lu'fteflt eot'rj'fl1\y, and realieedafm the appoiltted day, 'mtwithltaftding'tbat the realiefrton~nl'to a pe1"lod prtor tothe'appotat ed'day (,,)the centl'al government or the gcwernmeat eoi!lpefty,  tile eam:m&y be, may make a claim to the commfsioner ~ regard ~to ~e~ payment made by it after 'ihe appointed day 'fot dftiibarging ifiy liability of the company in relation to any period prior to the appointed s "y~and fiery such claim iibali bye priority iil eeemdanee with the priorities attaching, under this aet, tc> the matter in relation to which su~h lfability has been discharged by the central government 01' the govemment company (3)  saveasothenrise provided in this act, the liabuities of  the 10' comp&!ly in respeet of any transaction prior to the appointed diy, which have not been discharged 'in or before the specified date, hall be the liabilities of the company 18 every person having a claim against the company ·shall pnefer clabu 'm'h claim before the commissioner within thirty days from tile !1j)eei- to be i' fled' date: i made to the ~ded that if tbe ctnnmisstnner is satisfied that the clahnant wa ~~=-­prevented by nffteient eause from prekrrmg the claim within the sam period of thirty days, he may entertam the claim wi'th:in a fw1iher period ot thirty days and not thereafter 20 1t theelatms arising out of the matters ~e!fted in the schedule prioritj' elf shall have priorities in accordance with the following prfnclples, claiml namely:-! (a) category i shall have precedence over all other categarl and category ii shall have precedence over category m, ad '10 on; 25 (b) the claims specified in each of the categories, shan rank equally and be paid in full, but, if the amount is inluft\ejent to meet such claims in fuli, they shllll abate in equal proportions and  ,lie paid accordingly; and 30 (c) the question of discharging any liabfiity with re~rd to a matter specified in a lower category shall arise only if a surolus i6 left after meeting all the liabilities specified in the hmnedtdely higher category zoo (1) on receipt of the claims made 'tinder section 1'8, the comm&- examln-sioner shall arrange the claims in the order of priorities s~fted in tion of 3s the schedule and examine the same in accordance with 111m orcier'ot claimi prioritfes i "  i i  ~ (2) if, on examination of the claims the! commissioner fs of opftifon that the amount paid to him unde!' this act is not suftlcient to meet the liabilities specfied i'n any lower category, he shall not be tequired  to 40 ·@:9pf11rte the claims ttl respect of such lower category ft (1) ,afterexaminmg the cjoaims with 'f'eterenee1l&'the jrifmtkm t' , ii ti:et out in the schedule the comm~ioner:8h'an fix a ·(!erta'tri·:ftte dn ot zlji ii or before which every claimant shrll file the proof of his e1aim ,  ('' not less thm fourteen da~' notice of th~ date so fixed shan be 4,11: ,veri, by advertisement in one issue of my dafiy newspaper in the ,i<nimtfit language ~vfnl! circtrll1tion in the ma~cir l'8rt of the country and one iss'ue of any datly newspaper in such regional language u the gommissioner may consider suitabl~, and every such notice ahall call  upoll the claimant to flle the proof of his claim with the commilliol1er : within the period specuied in the advertisement  , (3) every claimant who fails to file the proof of his claim withinthit time specified by the commissioner shall be excluded from the disburse- s men~ made by the commissioner (4) the commissioner shall, after su~h investigation as may, in hii opinion, be necessary and after giving the company an opportunity of refuting the claim and after giving the claimant a reasonable 9pportunity of being heard, by order in writfug, admit ql' rejettthe 10 claim in whole or in part (5) the commissioner shall have the power to regulate his own proeedure in all matters arising out of the discharge of his functiona, including the place or places at which he may hold his sittings and shall, for the purpose of making an investigation under this act, have the same is powers as are vested in a civil court under the code of civil procedure 1908, while trying a suit, in respect of the following matters, namely:-5 of 1908 (a) the summoning and enforcing the attendance of any witness and examining him on oath; (b) the discovery and production of any document or other 2( material, object producible as evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses 4'5 of 1908 2 of 1974 (0) any investigation before the commissioner shall be deemed to be 2s a judicial proceeding within the meaning of sections 193 and 228 of the indian penal code and the commi'lsioner shall be deemed to be a civil court 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 couunis- 30 sioner, 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 court is ap  pointed to be the commissioner, the appeal shall lie to the high court of ss punjab and haryana and such appeal shall be heard and disposect of by ~ot l~ss than two judgesdfthat high court, disburse 2z after admitting a cla~m under this act, the amount due in ment of respect of such claim shall be paid by the commissioner to the p8ricjd or , :;n:e persons to whom such amount is due, and, on such payment, the liability 40 comm'l of the company in respect of any claim relating to the undertakings of '1ioaer to the companyshau stand discharged' twmants dlsbul'h-23 (1) if, out 01 the moni~ paid to him in relation to the undertatidgi medt of of the company, there is ~ balan,ce left after meeting the liabwtl8i' u :we:ta  specified in the schedule, tbe commissioner shall ~burte 1ucl1·balame 45 omdlnul7 to ~e company  (2) where thepoibenion of any machinery, equipmedt or other pro- p,erty, has vested in ,the central government or a government cqiilpany under this act, but such machinery, equipment or other property does not belong to the company, it shall be lawful for the central govern-s ment or the government company to continue to possess such machinery ot equipment orotfler property on the same terms and conditions under which they were possessed by the company immediately before the appointed day  m any money paid to the commissioner which remains undisbursed ~~~~ur-10 or unclaimed on the date immediately preceding th~ date on which the unclaimed office of the commissioner is finally wound up shall be transferred by amount the commissioner bef~re his office is finally wound tip, to the g~eral ~tect revenue account of the c~ntral government; but a claim to any money to the so transfeited may be preferred to the cent1'bi government by the i'm'- general i s son entitled to such payment and shall be dealt with as if such transfer revenue had not been made and the order if any for payment of' tlie claim account being treated as an order for the refund of revenue  chapter vn miscellan!lous20 25 the provisions of this act shall have effect notwithstanding act anything inconsistent therewith contained in any other law for the time !~~~ being in force or in any instrument having effect by virtue of any law effect other than this act, or in any decree or order of any court, tribunal or other authority 26 every ("mtr~ct entere'd into bv the company in' relation to its ;ontrac1e undertakings which has vested in the central government under sec- t: ~:-:: tion 3, for any s~rvice  sale or s1lpnly and in force immediately before effect the anpointed day shan on and from the expiry of one' hundred and unles - - eil?;hty days fro~ the appointed day cease to havp effect unless such ~t~~ by 30 i'ontract is before the exniry of that penon ratified, in writing bv the r:,r:;:n central government or government company, in which sucll undertbk- ment or ings have been vestecl under this act,and in ratifvin~ such contract, governthe central government or such government company may make such ~:;t alteration or modification therein as it may think fit: pad7 3s provided that the central government or such gov6!rm:nent comnany shall not omit to ratify a contract and shall not make any alteration or modification in a contract-' (a) unless it is aathfied that such contract 'is unduly onerrms 40 or has been entered into in bad faith or is detrimental to the interests of the central g:lvernment or such government company and (b) except after giving to the parties to the cont1'bct a reasonable opportunity of being heard and except after recordin~ in writing its reasons for refusal to ratify the contract or,for making any alteration or modificauo:n therein 45 '1!1 (1) no suit, prosecution or other legal proceeding shall lie a1t~inst protectioft the central governm('nt or any officer of th?t governmenf or th~ ~- :k~:l: ~rnment ('ompanyor the cttst·ndfan or any offict'r or nt'fier person autho ,004 faltb  (1) no suit or other legalproceedingahall  lie  mat, tae ::qa~ govemmeftt or ~jof itsofftcers or otller emplqy,ees or tae gq\letnd8r:at 5 company or the custodian or any officer or other person autaorirci ~y the central government or the government company for any damage caus,ed or likely to be caused qy anywng whiobit iu,iood tattqdnne , iatended to be done uacier this act   'nid !s (1) '!be central government may, by nouftcatidn, direct that 'i~ of ,otr all or ,any of the powen -exercisable by it under tlus act, other thaa the powers conferred by this section, ,section 31 and section 32, may also-,be exe:rclseti by svch person or penolls as may be specified in the nowlcatlod (2) whenever any delegation of power is made under sub-section (1), tho! person to whom suc~ "'d~i5!' has been dele~ated shall pct under j 5 the direction, control and supervision of the central government (d) hrilng in lils po!8e!iijon, eu8tod, tit ~tmttol rmy pt'6jt)etly ff1trrilng  part of illy und~1titt~s of the ctirjiifjariy, ~gftitiv ~­holds such prop~rty from the central govemment at the g~- 20 ment company; or (b) wronqfll11y obtains ooc;"ession of, f1i' retains,  any  prpperty forming part of the undertakings of the company; or (e) wilfully withholds or faile; to furnish to the ce1jtral government 01' the gove~ent comnanv or to anv: pen;on 8if body ftf 2s persons sl)ecified by that government ,~r such govel'llment cojjluanv as  tl,e rase ma~r be anv document or b)ventory re"tin~, to f;lte undertaktnlts q1 the company, which ·lns~1 be in his posstdn, custody or controi; or  (d) fails to deliver to the central gqvel'or~nt or ,the goftrjj- 30 ment company or to any del'son or body of penqrls speottd by"that government or government company any ;tc;sets books of rn'ount remlrtet8 or otht dbrtlntetltc: 'in h~' ~fdtm cwit08y or ('n1'1f:lool t1!1attng 1b !hi! ttt1d~a1dn,-" tlf ~n o'mi1s8'hy~'ijt-" < 0' '~ (e) wronmlly removes pt' destl'ojv98t!y "~;v ~nv part 35 of·the untierta~rg1j of the' co";,anv; or  (fj prefers 'anv claim und~ this act wht~b "he knows  , or hal reasonable cau'3e to believe to be ~at~ or gtosaiy 'f"acctir8~, "i -' "hall be l)untshable with bnltlilomleftt for'!·~ term "whi,eb m~ ~timd to· two yeara, or with fine, which extend to  ten tlw1118m, ~  ~ w with 40 both,   -  ,il} wwg ~ f ~ ,loln~r ~~ ,~4 ~",pe~ ~ bif , rufeneee ~ co~~everiy p,rmj"- w~q"  "~'the ~ ~ ~ 'w4~ ,cp~~ cndpadiei was in charge of, and was responsible to, ijle ~fw'wv ~ ~ ~ of the business of the company, as well as the company, shall, be deemed s to be guilty of the offence and ,shall be liable to be proceeded llg~t ldd·p"'sbei~ ' " provided that nothing containedtn this ~cticm lh8llrender :any l)1ch perspn u,ble to anl,p~shme~~ if he ~~f'y~s~q$j ~!w qfz~9tt'as comnilttied vrithout his'knowledge or ~~~ it~ ~ ~~~~ct~~ ~ 9-"¥r j 0 diligence to prevent the commission of such oftence ' (2) notwithstanding anyt~~g containeq in ,up~t~o~ d~, ~~ ,4q1 offence under this act has been committed' by a company and it is j)l'9vwi ihatthe ~nce has ~en committed wi$h the tonsent, or :conmv~eo~, or is attlllbutable to any neglect ej;l the p&t!taof; any' dirhkw,; 15 manager, secretary or ether ofticer of !the ~," iuch director, manager, secretary or other officer shall be deemed to be guilty of that :>ffence and shall be liable to be proceeded against and punished accordingly explanation-for ilie quj;!pq~es d this ;shtion,-(a) "company" means any body corpora,teand includes a firm 20 or other association of individuals; (b) ¥direetor", in relation to a firm, means a partner in the firm 3l (1) the central government may, by ~oa, tnaiqiju1; £or p to carryidg olu the ~ovisioils of this aot '::::rules (2) in particular, and without prejudice to the generality of· die: 25 foregoing power, such rules may provide for all or any of th~ ~sulqwing m~r'j namely:-(a) the time within which, and the manner in which, an inudla>o tion shall be given to the commissioner under sub-section (3) o~ section 4; 30 (11) :the ,fgfta an4 -the manner in which; and the conditiolls subject to which, the cust0dian or custodians shall main~ ~~9~ under section 12; (c) the manner in which the monies in any provident fund or other fund under section 14 shall be dealt with; as (4) ~y o~er ,~ter wj»q~ ia<",e~d·{o oe, or 1d8j';,be, ~ cribed (3) every rule made by the central government under this act shall be laid, as soon ,s ip8ry be after it isma,4e, jmt~ faacb l;lo~ of pari1ament,  while 1t isih session, lor a total period of thirty dan w~ 4o:may be comprised in one session or in two or more successive sessions, and if, be(qr~~ ~i,qrqf~ ~~~e4iateiy touoll'inl:ihe·sod or the successive sessions aforesaid, both houses agree in making any modification in the rule or both houses agree that the ruleac¥ldj_' be made, the rule hall thereafter have effect only in s",p ~ ~fipd , ot be of no efteet,  the ease may be; 10, however, tht any uch mo&ft- , cation or annulment shall be without prejudice to the validity of anythll1l previously done adder 'that· rule 3z' if any diftieulty arises in giving etlect to ~ pl'ovisions of this act, the central government may, by order not inconsistent with the provi-5 siems of this act, remove the diftlculty: power to remove di1ilculti_ provided that no such order shall be made after the expiry 01 a perjod  of two years from the appointed day 33 (1) the maruti limited (acquisition and transfer of undertakings) ordinance, 1980, is hereby repealed 10 13 of 1980 (2) notwithstanding such repeal, anything done or any action taken under the ordinance 80 repealed shall be deemed to have been  done or taken under the corresponding provisions of this act  the schedule(see sections 19, 20, 21 and 23)  0rdilr 01' pluoritij:s for the discharge of liabilltds of tjq companycategorv 1-(a) employees' dues on account of unpaid salaries, wages, ~rovldellt , , , fund, employees' state insurance contnbutlon or premium relating t~ the 20 life insurance corporation of india or any other amounts due to the employees; (b) revenues, taxes, cesses, rates or other dues to the central gov" ernment, state government and local authorities or the state electricity b~ ~, category 11-amounts due to the government of haryana towardl the coat of land category 111-secured loans with interest >' categof'y iv -30 {a) deposits received from the public or from the memben of the company; ' (b) depo8its towards dealership; (e) any credit availed of for purposes 01 trade ormanwlacturln, ~rations; ~s (d) share application moniee where shares 1o'ere not allotted caleflo"'llv-an, other duel  statemen'l' of objects and reasonsm/s maruti limited was granted an ind'llstriallicence for the manufacture of 50,000 passenger cars per annum the company acquired a sizable piece of land and set up infrastructural facilities in district gurgaon in the state of haryana the project envisaged not only the manufacture of cars but also growth of ancillary units as a result of certain unanticipated adverse factors, the company co'uld not achieve the expected level of production and meet its financial obligations there was a run on the company by the creditors, and liquidation proceedings were initiated in the plmjab and haryana high court where an order for winding up of the company was passed 2 looking to the present state of the car industry in the country, government felt that it would be desirable to set up a public sector undertaking under the central government for the man'ufacture of passenger cars, commercial vehicles and other connected items ancl to utilise the valuable industrial infrastructure already available at the maruti complex apart from updating car manufacturing technology in the country, the manufacture of the aforesaid items would generate substantial additional employment and encourage the growth of ancillaries and would thus serve general public interest it was, therefore, decided to acquire the undertakings of this company accordingly, the maruti limited (acquisition and transfer of undertakings) ordinance, 1980, was promulgated by the president on the 13th october, 1980 3 the ordinance, apart from providing for the acquisition and transfer of the undertakings of the maruti limited, provided also for the payment of an amount for such acquisition, management of the undertakings of the company after the acquisition, appointment of a commissioner of payments for ~he purpose of disbursing the amount payable to the company and for other incidental and consequential matters 4 the bill seeks to replace the aforesaid ordinance new delhi; the 15th november, 1980 charanjit chanana  president's recommendation under articlf 117 of the constitution of india[copy of letter no 13 (48) /bo-aei (i), dated the 20th november, 1980 from shri charanjit chanana, minister of state in the ministry of industry to the secretary, lok sabha] the president, having been informed of the subject matter of the maruti limited (acquisition and transfer of undertakings) bill, 1980, recommends under clauses (1) and (3) of article 117 of the constitution the introduction of the said bill and its consideration by lok sabha clause 3 of the bill provides for the acquisition of the undertakings of the maruti limited by the centra] government 2 clause 7 of the bill provides for the payment, in cash, and in the manner specified in chapter vi of the bill, an amount of rs 434,00,000 (rupees four hundred and thirty-four lakhs only) for vesting in the central government, the right, title and interest of the company in relation to the undertakings owned by it 3 sub-clause (1) of clause 8 of the bill provides for payment of simple interest at the rate of four per cent per annum in respect of the amount payable under clause, for the period commencing on the appointed day and e:lding with the date on which the payment of such amounb3 is made by the central ~vernment to the commissioner of payments it is estimated that the interest payment in terms of the provisions of the said sub-clause is likely to be of the order of rs 1,450,000 (rupees one lakh and forty-five thousand only) per month 4 clause 15 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 qf disbursing the amounts payble to the company the salaries and allowances of the commissioner of payments and his staff 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 10,000 (rupees ten thousand only) per month 5 funds will also have to be provided for the incorporation of a public sector company of the central government in which the assets of the company would vest and which would be entrusted with the manufacture of passenger cars, commercial vehicles and other related ancill8ii'y items this would nece9siate an expenditure of about rs 1,70,000 during the current financial year, ie, 1980-81 6 the new public sector company will have to be adequately funded to take up the activities prop(b~d to be entrusted to it it is difficult to make any accurate forecast of the funds to be given by the government to the new company as the order cf the investments required will depend upon the types of the vehicles to be manufactured, the nature and extent of the foreign collaboratio,n obtained and phased manufacturing programme, etc on a rough estimate the total investment by government during the plan period 1980-85 is expected tq be around rs 100 crores the expenditure from the consolidated fund of india will be incurred only after due appropriation, by parliament by law 7 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 govemmed4 to make rules to carry out the provisions of the bill the matters in respect of which rules may be made, inter alia, relate to the time within which, and the manner in which, an 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 and manner in which, and the conditions subject to which, accounts shall be maintained by the custodian and such other matters as are required to be specified by the rules 2 the matters in respect of which rules may be made are matters of procedure or administrative rletail the delegation of legislative power is, thus, normal in character a bill <0 provide for the acquisition and transfer of the undertakings of maruti limited with a view to securing the utilisation of the available infrastructure, to modernise the automobile industry, to effect a more economical utilisation of scarce fuel and to ensure higher production of motor vehicles which are essential to the needs of the economy of the country and for matters connected therewith or incidental thereto (shri charanjit chanana, minister oj state in the ministry o! indutry) 