the britannia engineering company limited (mokameh unit) and the arthuf butler and company (muzaffarpore) limi'1ed (acquisition and transfer of undertakings) bill, 1978 i-to belas introduced in 10k sabha 7 1 - page (i),-in the title of the bill,-w "(muzafferpore) n read "(muzaffarpore)" 2 page 6,-against line 10, insert the marginal citation -"65' of 195'1 t1 3 page 8, line 36,-ru "ve sted" ~ "va st" 4 page 9, line 19,-fql: "co mp ay an d " re ad "camp any and" 5' - page 10, ii ne s 1 and 2,-fjr "goverment company" ~ "government company" 6 page 11, line 48,-after ''uni t " , insert "or" 7 page 12,-iqr line 2, mad-"unit or in relation to any undertaking owned by arthur butler and" 8 page 12, in the marginal heading to clause 24,-!2j: "accoun" ~ "account" 9  page 1 3, 1 ine 1,-!qi:, "central rnment" ~ "central govemroont" 10 page 14, line 12,-arte r "i s " insert "in" new delhi;  the britannia engineering company limited (molcameh unit) and the arthur butler and company (muzaffer- pore) limited (acquisition and tran~ op' trndjel\- takings) bill, 1978 arrangement of clauses chapter i preliminary clausics1 short title and commencement 2 definitions  chapter ii acquisition and transfer ,of mokameh unit and undertakings of arthur butlfr and company3 vesting in the central government of mokamea umt· and u~ takings of arthur butler and company 4 general effect of vesting 5 power of central government to- direct vesting of mokameh unit and the undertakings of arthur butler and company in a govemment company 6 britannia engineering company and arthur butler ;and compur to be liable for certain prior liabilities  chapter iii payment of amount7 payment of amount 8 payment of further amount  chapter iv management, etc, of mokameh unit and the undiiifttakj!jos of arthur butler and company9 management, etc, of mokameh unit and the ~dertakirigs of arthur butler and company 10 duty to deliver possession of mokameh unit and undertakings of arthur butler and company 11 duty of the companies to furnish partkulars 12 duty of persons in charge of management of mokameh unit or undertakinp of arthur butler and company to deliv 1;8, etc pao¥mmns ula!'ing to j!mployeis 01' mokam&h unit and of artayb butld and company clausbs 1, employment of emphyees to continue 14 provident fund and other funds  chapi'er vi com:mlssloni:b of payml:nts15 appointment of c()1tutljssjoller of payments 16 payment by central government to the commissioner 17 certain pqwers of the central government or government company 18 claims to be made to the commissioner 19 priority of claims 20 examination of cla:lma 21 admission or rejection of claims 22 disbursement of money by commissioner 23 disbursement of amounts to britannia engineering company and arthur butler and company 24 unctisbursed or unclaimed amount to be deposited with the general revenue account  chaprer vn mlscalanbo11s25 act to have o\'en"1d:ing effect 26 contracts to cease to have effect unless ratified by the central gowrnment or the government company 27 penalties 28 0jfences by companies 29 protection of actioo taken in ,ood wth 30 delegation of powers 31 power to make rules 32 power to remove dfftlculties 33 declaration as to the policy of the state the first schedule the second schedule  am no u! of ltt1 the britannia engineerlng company limited (mokamdi unit) and the arthur bt1'1'ler and company (muzan'a&- pore) limited (acquisition and transfer of undd- takings) bill, 19'1'8 a bill-eo provide 1m the acquisition and traftl/ef' of the right, title and ~~terat of the undertakings of britantaoia e'ngimerirag compcmll itt rel4ticm to them:~kame~ unit o1l"red by it 4ftd the rigm, tttie and interet of arthutr butte7' and compmtli tn ,elit;ora to the~'oumecl 'by it, with a nw to ensuring the contmuid tn4nu~ of teil'wgy wa;gom and othetr goods essential to 11he neecfeo1 t~ oou,~ in gene-,al and the railw4l1b in pcz,ticula9', am few matter ~mcte~ t~­u'ith 09' incidental the,eto wjtj:rj:as britannia engineering company at the mokameh unit and arthur butler and company were engaged in the manufacflure of railway wagons and other goods; and whereas as a result of the closure of the wagon and other under-s takinll owned by the companies aforesaid, there was a substantial fall in the manufacture of railway wagons and other goods; and whereas for the purpose of bringing the closed works of the companies aforesaid into operation the management of the mokameh unit of britannia engineering company and the management of the under-10 takings of arthur butler and company were taken over by the central gov'emment under the industries (development and regulation) act, 85 011951 1951; -\ and w'r8reas it is neceuary to acquire the said· wagon and other undertaldngs to ensure the continued manufacture of railway wagoll8 and other goocla which are essential to the needs of the country in general and the railways in particular; be it enacted by parliament in the twenty-ninth year of the republic of india as follows:- chapi'er i pltelrmin art1 (1) thm act may be called the britannia engineering company umited (mokameh unit) and the arthur butler and company (muzaffarpore) limited (acquisition and transfer of undertakings) act, 1978  short title and commence menl(2) the provisions ~ sections 27 and 28 shall come into force at once 10 and the remaining provisions of this act shall be deemed to have come into force on the 1st day of april, 1978 2 in this act, unless the context otherwise requires,-ddnitiena (e) ccappointed day" means the 1st day of april, 1978; ~', ~ (b) u~r butler and companv" means messrs arthur butler: is ,,' 'f'zi::,aiy'{muraffarpore) limi~d, a company within the mean-1 of 1958  q', '~ol tha compdrlas' act, 1996 • ·add uving its regltered oftlce at  ,;:  (swim) :r"ou1~·a&utui ~ift tila state of wst bengal;  , , '(c) ngritannia engineering company" means messrs britannia engineering company limited, a dompany within the meaning of 20 'the companies ac~ 1956, and having its registered office at 3, netaji 1 of 1956 subhash road, calcutta, in the state of west bengal; (d) "commissioner" means the commissioner of payments • '  appointed under section 15; , (eo) "gowmment ociiiftlpany" means a company within the 25 meaning of 'section 8111 of the companies act, 1956' ed referred to 1 of 1956, m seetion 5, of this act;  (f) "mokameh unit" means the wagon and other under'takings , 'b'w!\ed by britannia engineering company at mokameh, in the state ~ru~ ~ (g) "notiftcatlon'" mean~ a notiftcation published in th~ offtcial -gazette· , , (h) "prescribed" means prescribed by rulf's made under this ~~ct; , (£) "specified date", in r,tion'to ftdv prolvision of this act, ~eu8 95 such date a~ the central government may, by notification, specify for :the purpose, of that provision and different dates may be specifted for cfurerent provisions of tblsact; - f;\ '  a~ri and other und~'i'u(' means thp unttertllktnr' wbtoh isf!l~in tm manufacture of ranwav wa_~'s al\d other goocls; 40 (k) words and exnre!;!'iion'1 used herein and not defined but ~ef!hed in th~' col'npan;e; act, 1956 have the meani1\~, respeetiwly, 1 of 1058 amtn;l!d ftt' them -in thalt a~t -aj:mror bu'ner and company 3 on the appointed day,-s (i) the mokameh unit and theligbt,tiltle and inter;est of britannia engineering'company in relation to tbemok4lmeh w;lit; and (ii) the undertakings ow1)ed by arthllr butler and company and the tight title and interest of arthur butler and company in reaation to the said under~kings, 10 sball, by virtue of this act, stand transferred to, and shall vest in, the central government vl8tinlid the central governmental mokameh unit and undertakings of arthur butler and company 4 (1) the mokameh unit and the undertakings of arthur butler and company, referred to in secti'on 8, shall be deemed toinolude au general eftect of vesting as'se~s, rights; leasfiholds, powers, authorities and privileges 8ild au is property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash in hand, reserve funda, investments and book debts pertaining to the mokameh unit or, as the ease may be, the undertakings of arthur butler and company, and ali bther rights and interests in, or arising 20 out of, such property as were immediately bet'ore the appointed day in the ownership, possession, power or control-(a') of britannia engineej;il)g company, in relation to tl1e mo~!imeh u~it, or (b) of arthur butler and company, in relation to the under-25 takings owned by it, whether within or outside india, and all books of account, registers and other documents of whatever nature relating 'thereto (2) all properties as aforesaid which have ~ested in the central government under section 3 i1ha11, by force of suoh v'esting ,be !,reed: 30 and discharged from ally trnst, obligation, mor1jgage, charge, lien an4 au' otiher incumbrances atfecting lt, and u'rj attachment, injunct,ion or c:iecreeor order of anyeourt or ot~ autherity, retrtrioting the ~ of such properties in anymander or ~ppointing any receiver in r~ crt the whole or any part of such properties shall be ~ to have 3s been withdrawn (3) every mortgagee of aayproperty which has vested udder this ad m ·the ceotral govem~t and en'ery per,son holding any clwge lien ql' other intatrest in, or ~relation -to, any such, ~roperty s~give, within such time and in such manner as may be prescribed an inti-40 l11auon to the comlnissioner ot such mortgage, charge, lien or otj)en interest (4) for the red1o'val of doubts, it is hereby declared -that the m'ortgagee of ~ny property r~erred to in su~ion (3) or any other person holding any charge, lien or other interest ii)" or in relation to, any such 4s property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage money or other dues, in whole or in part p'~t of the amounts specified in the first schedule and also out of the monies determined under section 8, but no such mortgage, charge, lien 'or other interest shan be enforceable against any property which has vested in the central government or the government company, as the case may be (5) if on the appointed day any suit, appeal or other proceeding s of whatever nature instituted or preferred by or against britannia engineering company in relation to the mokameh ~, or by or against arthur butler and company in relation to any undertaking owned by it, is pending, the same ahall not abate, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the mokameh unit or, 10 as ~he case may be, the undertakings of arthur butler and company, or of anything contained in this act, but the suitt; appeal or other proceeding may be continued prosecuted or enforced by or again~ the central government or the government company, as the ca-se may be powerol central governmentto direct vesting of mokameh unit and the undertakings of arthur butler and company in a government company 5 (1) notwithstanding anything contained in section 3 the central is government may if it is satisfied that a government company (whether in existence at the commencement of this act 'ot incorporated thereafter) is willing to comply or has complied, with such terms and conditions as that government may think fit to impose, direct by notification that the mokameh unit and the undertakings referred to in section 3, 20 and the right, title and interest of britannia engineering company in relatfon to the mokameh unit and the right title and interest of arthur butler and company in relation to the undertakings owned by it which have vested in the central government under ~on 3 shall, instead of contlinuling to vest in the central government vest in the govern- 2s ment company 'e'ither on the date crf the notification or on such earlier 'or later date (not beinll a date earlier than the appointed day) as may be specified in the notification (2) where the ri,;!ht title and in1lerest in relation to the mokameh unit rnd in relation to 1!he other undertakin~s referred to in section 3 30 ve!l1: in a government companv under ruh-section (h the govemment cnmpanv shall on and from the date of 8urh vpstiinf,! be rte~med to hllve become the owner of the mokameh unit anrt of th'e underlakinrtc: of arthur butler :md ('ompany and 811 the riahtslmrl liaibilities of the central government in relation to the mokameh unit :md the undm,ak;n~ of arthur 3s butler and company shan, on and from the date of such ve'jtinp' be cjefmled to hrve been the rights and linbiu1:ies respectively, of the government company g (h every liability of britannia ~rrineerinj! company in relation tt', the mokameh unit, or of arthur butler and comf)8nv in relation 40 to the undertakinj!'s owned bv it in resoect of any period prior to the appointed dav ghall be the liabiutv c:a britannia enl1jnee1"inl! company, or arthur butler and company as the case may be and sball de enfnreeable a~nst such company and not against the central government or the' government company 4s (2) for the removal of doubts, it is hereby declared that-(a) save as otherwise expressly provided in this section or 1ft any othel' section of this act,-britannia engineeringcompany and arthur butler and companyto be liable for certain prior jiabluties (i) no liability' of britlmnia engineering company, in ---tion to the mo1tameh unit and (ii) do liability of arthur butler and cemp,ady, in re1atioll to the undettakings owned by it, in respect of any' period prior to the appointed day, shall be enforceable against the central government or the government corn-s pany, as the case may be; (b) no award, decree or order of any court, tribunal or other authority in relation to the mokameh unit, or in relation to the undertakings owned by arthur butler and company, passed after the appointed day in respect of ahy matter, claim or dispute, which 10 arose before that day, shall be enforceable against the central government or the government company, as the case may be; (c) no liability incurred befare the appointed day by-(i) britannia engineering company, in relation to tbe~ mokameh unit, or is (ii) arthur butler and company, in relation to the undertakings owned by it, for the contravention of any provision of law for the time being in force shall be enforceable against the central government or the government comp1any, as the case may be  chapl'eriii20  payment of amo"&jnt7 (1) for the transfer to, and vestin, in, th central goviiftiiiledt, payment under seetion 3,-of amount 25 (a) of the mokameh unit and the right, title anel; interest of britannia engineering company, in relation to that 'iidit; and (b) of the undertakings owned by arthur butler add company and the right, title and interest of arthur butler add compmy, in relation to those undertaldap, there shall be given by the ceatra! government to britaaaia edgideer-30 ing company and arthur butler and eom  y, ia cub and ia the madller speeifted hi chapter vi,  iuii01idt equal to the 8iil8ujlt lpeciied, respeetivply, in the first sehedule, apinst britannia enpeerin, company and arthur butler and company (2) for the removaj of doubts, it is hereby declared that the liabili-35 ties of-(i) britannia engineering company, in relation to the mokameh unit, and (ii) arthur butler and company, in relation to the undertakings owned by it, 40 shan be met, in accordance with the rights and interests of the creditors of the respective company from the amount due, telllj¥!cfively, to britannia engineering comjny add arthur butler and company, under ab-iec4iod (1) payment of further amount 8~ (1) for tlie "printhil' of _i&add  ' b~ company of the management of the mokameh libit and  r die tieprlvation of arthur butler and company of the management of the undertakings owned by it, there shall be given, in cash, by the central goven1mlent tt) the respective compady, in addition to the amount speeifted in section 7, an s amount computed at the rate of ten thousand i'u})ees per annum for the period commeacing on the date on which the management of such unit or, as the case may be, such undertakings, was taken over by the central government under the industries (development ailld regulation) act, 1951 and ending with the appointed day 10 (2) in codsideratien of the retrospeetive operation of the provisions of sections 3, " and 6, there shall a)so be given, in cash, by the central government to britannia engineering company and to arthur butler il1ld company an amount equal to _ 8dlo1mt caleulated at the rate of ten thousand 'rupees per annum for the period c~ oil the ap-is pointed day and enclin, with the date on which this act receives the assent of the president (3) the aaount specified in section 7 and the amount computed under "iulr-sections (1) and (2) allad carry simple interest at the rate of four per cent per annum for the period commencing on the appointed day 20 and ending with the date on which the payment of amount is made by the central government to the commissioner (4) the amounts determined in accordance with the provisions of sub-sections (1), (2) and (3) shall be given to britannia engineei'ing company and to arthur butler and company in addition to the amount 2s specified in the first schedule,  chapter iv management, etc, of mokameh unit and th& undbrtakdfgs of arthur btrner and compamyt on the ~rlted day, the' gem;rai superilrtendence, direction, con- 30 trol and mana~t of thed&irs' and: bulll11ess of the mokamell wlit and of' the und~lgs o'w'ned by at1btu' butler and company shall-(a) where a direction has been made by the central government under section 5, vest in the government company specified·in such direction, or 3s management, etc, of mokameh unit and the undertaldn8s of arthur butler am cemjnlny (b) where no suchdireetion has been made vest in such person , or body of persons as may be appointed by the central government in'this behalf, and thereupon the government company so specified or the person or body of persorts 90 apporltlted, ts the case rtlay be; shall ~ entitled to 40 exetwe all such powers and'do all sueb thii1p as britannia engineering company is l3iuthor1sed to e;cercjse a:tid do hi relation to its mokameh unit or, as the cue may be, arthur butler and company i, atl1hglftled to aerue add de ill re1atloa to the uddertaldn, owned ~ it 1 • (1) every p,erson, in whose possession or custody or control-(i) the mokameb unit, or s duty to deliver possession of mokameh unit and undertakings of arthur butler and company 10 (ii) any undertaking of ~bur butlel' and company, or any part of sucb unit or undertaking or any machinery, instrument or other movable assets forming part of such unit or undertaking, may be immediately before the appointed day, shall forthwith deliver possession of the mokameh unit or such undertaking or such part, machinery, instrument or other asset, as the case may be, to the central government or the go\'ernment company or to such person or body of persons as the central government or the governme~t company may specify in this behalf is 20 (2) every person who has, on the appointed day, in his possession or under his control any assets, books, documents or other papers relating to the mokameh unit or any undertaking owned by arthur butler and comp,bny, which has vested in the central government or a government company under this act, and which ~long to britannia engin~ring company or, as the case may be, arthur butler and company, or would have so belonged if the mokameh unit, or, as the case may be, the undertakings owned by arthur butler and company had not vested in the central government or the government company, shall be liable to account for the said assets, books, documents and other papers to the central government or the government company and shall deliver them up to the central govetnment 01' the government compl8ny or to such person or body of persons as the central government or the government company may specify in this behalf (3) the central government may take or cause to be taken all necessary steps for securing possession of the mokameh unit and the undertakings of arthur butler and company which have vested in it under section 3 30 | duty     | of    ||----------|-------|| the      | com-  || panies   | to    || furnish  |       || particu- |       || lars    |       |35 11 britannia engineering comp!ally and arthur butler and company shall, within such period as the central government 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 mokameh unit or, 8s the case may be, the undertakings owned by arthur butler and company which has or have vested in the central government under section 3, and, for this purpose the central government or the government company shall afford britannia engineering company or arthur butler and company all reasonable facilities duty ot persons in 40 4s 12 on the vesting in the central gm  ernment or the government company of the management of the mokameh unit or of any undertakings owned by arthur butler and company, all persons in charge of the management of the mokameh unit 01', as the case may be, the undertakings owned by arthur butler and company immediately before the date of such vesting, shall be bound to deliver to the central government or the government company or to such person or body of persons as the central government or the government company may specify in this behalf, all assets, books of account, registers ot other documents in their custody relating to the mokameh unit or, as the case may be, any undertaking owned by arthur butl ,,' ,nd company char~of management of mokameh unit or undertakings of arthur butler and company to deliver assets" etc  chapter v pbovisions belating to employees of mokameb unit and of arthub bvtler and company13 (1) every pierson who has been, immediately before the appointed day, employed by-5 employment of employees to continue (i) britannia engineering company, in connection with the mokameh unit, or (ii) arthur butler and company, in connection with any undertaking owned by it, shall become, on and from the appointed day, an employee of the central 10 government or, as the case may be, of the government company, and shall hold office or service under the central government or the government company, as the case may be, with the same rights and p,riviieges as to pension, gratuity and other matters as would hawe been admissible to him if there had been no such vesting and shall continue to do so is unless and until his employment under the central government or the government company, as the case may be, is duly terminated or until his remuneration and other conditions of service are duiyaltered by the central government or the government company, as the case may be (2) notwithstanding anything contained in the industrial dispu~ 20 act, 1947, or in any other law for the time being in force, the transfer 14 of 1947 of the services of any officer or other person em~loyed in the mokameh unit or any undertakings owned by arthur butler and company, to the central government or the government company shall not entitle such officer or other employee to any compensation under this act or any other 25 law for the time being in force and no such claim shall be entertained 'v any court, tribunal or other authority provident fund and other funds 14 (1) where britannia engineering company or arthur butler and company has established a provident fund, superannuation fund, welfare fund or other fund for the benefit of persons emp,loyed in the mokameh 30 unit or, as the case may be, any of the undertakings owned by arthur butler and company, the monies relatable to the employees, whose services have become transferred by or under this act to the central government or the government com~ny shall, out of the monies standing, on the appointed day, to the credit of such provident fund, superannuation fund, 35 welfare fund or other funds, stand transferred to, and vested in, the central government or the government company, as the case may be (2) the monies which'stand transferred un~ 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 40 such manner as may be prescribed  chapter vi commissioner of payments15 (1) the central government shall, for the purpese of disbunid« the amoudt ,a,awe under sectiods 7 and 8 to britannia engineering 45 company and to arthur butler and cempny, by notification, appoint a commissioner of payments appointmentof commissioner of paymenta (2) the central gttvemment may appoint such other persons lui it may think fit to assist the commissioner and thereupon the commissioner may authorise one or more of such persons also to exercise all or any of the powers exercisable by  him under this act and different periods may be authorised to exercise difterent powers s (3) any person authorised by the commissioner td exercise any of the powers exercisable by the commissioner may exercise those powers in the lame manner and with the same effect as if they have been conf~rred on tha~ person directly by this act and not by way of authorisation (4) the salaries and allowances of the commissioner and other perr 10 sons appointed under this section shall be defrayed out of the consoli'-dated fund of india 16 (1) the central government shall, within thirty days from the specified date, pay, in cash, to the commissioner, for payment to brftan-is nia engineering company and to arthur butler and company,-(a) an amount equal to that specified against each of their names in the first schedule, payment by centralgovernment to the commissioner (b) an amount equal to that payable to britannia engineering com pay and arthur butler and company under section 8 20 (2) a deposit account shalll be opened by tbe central govemment in favour of the commissioner in the public account of india, and every amount paid under this act to the commissioner shall be deposited by him to the credit of the said deposit account and the said depo!;it account shall be operated by the commissioner (3) s<lparate records shall be maintained by the commissioner in rel!-25 pect of mokameh unit and the undertakings owned by arthur butler and company in relation to which payment has been made to him under this act (4) interest accruing on the amounts standing to the ~redit of the 30 deposit account referred to in sub-section (2) shall enure to the benefit of britannia engineering company and arthur butler and company 17 (1) the central c"rqvernrnent or the government company, as the ease may be, shall be entitled to receive, up to the specified date, to the exclusion of all other persons, any money due to britannia engineering certain powers of the central government or government company c~mpany in relation to the mokameh unit, or arthur butler and com-35 pany in relation to any of tht'undertakings owned by it, which has vested in the central government or the gov'f'''llment company,~md realised after the appointed day, notwithstanding that the realisation pertains to a period prior to the appqin1led day (2) 'lbe cen'tral government or the g'l~ernment company, as the case 40 may be, may make a claim to the commissioner with regard to every payment made by that government after the appoin'ted day for discharging any 1jiability of britannia engineering company in relation to the mokameh unit, or of arthur butler and company in relation to any of the undertakings owned by it, in relation to any period prior to the appointed 45 day and every such claim shall have rriority, in accordance with thf' prio'rities attaching under this act, to the matter in relation to which such liability has been discharged by the central government or the gover"> ment company (3) savt' 8s otherwise provided in this act, the liabilities of britannia engineering company in relation to the mokamch ullit, or of arthur nutler and company in relation to any of the undertakings owned by 5; it, in respect of any transaction prior to the appointed day, which have not' been discharged on or before the specified date, shall be the liabilities of britannia engineering company or arthur butler and coolpany, as the case may be \ claims to be made to the commissioner 18 every person having a claim against britannia engineering com- 10 pany in relation to the mokameh unit, or against arthur butler anes company in relation to the undertakings owned by it, shall prefer such claim before the commissioner within thirty days from ~he specified date: provided that if the commissloner is &&tisfiedhat the claimant was prevented by s~dent cause from preferring the claim within tpesaid 15 period of thirty days, he may entertain the claim within a further period of thirty days, but not thereafter priority of claims 20 19 the claims arising out of the m~~ i'rs specified in the second schedule shall have priorities in accordance with the following principles, namely:-(a) category i shall have precedence over all categories and cate-gory ii shall have precedence over' category itr and so on; (b) the claims specified in eaeh of the categories, except category iv, shall rank equally and be paid in full, but, if the amount is insufficient to meet such claims in full, they shall abate in equal pro-25 portion and be paid accordingly; (e) the liabilities speci6ed in category iv shall be discharged subject to the priorities specified in this section in accordance with the terms of the secured loan and the priority, inter be, of such loans; and 30 (d) the question of discharging eny liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meeting all the liabilities speclfted in the immediately higher category examination of claims 20 (1) on receipt of the claims made under section 18, the commis-35 sioner shall arrange the claims in the order of priorities specified in the second schedule and examine the same in accordance with such order of priorities (2) if on an examination of the clatm, the commissionel'is of opinion that the amount paid to him under tbis act is not·suffic~edt to meet; the 40 liabilities specified in any lower category, he shall not be reql1ired to examine the ciaim in respect of such lower category admission or rejection of claims 21 (1) after examining the claims with reference to the pr,iorities set out in the second schedule, the commis~ioner shall fix a date on or before which every claimant, shall file the proof of his cl"im failing which he will be (·xcluded from the benefit of tne disbursement made by 4! the commissioner (2) not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of the daily newspaper in the english lans4-age having circulation in the major part of the country and one issue of such daily newspaper in the regional language as the commis-5 sioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the commissioner within the period specified in the advertisement (3) every claimant who fails to file the proof of his claim wj thin the period specified by the commissioner shall be excluded from the dis-10 bursement made by the commissioner (·1) the commissioner shall, after such investigation as may, in his opinion, boa necessary and after giving britannia engineering company or, as the case may be, arthur butler and company, an opportunity of refuting the claim and afl:er giving the claimant a reasonable opportunity 15 of being heard, in writing, admit or relect the claim in whole or in part ii of 1908 (5) the commissioner shall have the power to regulate his own }jro-, cedure in all matters arising out of the discharge of his functions, induding the place or places at which he may hold his sitting ~md f;lall, for the purpose" of making any investigation under this act, hwe the same! 20 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:-(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 25 material object producible as evidence; (c) the reception of evidence on affidavits; (d) the issuing of any commission for the examination of witne5ses •• (6) any investigation before the commissioner shal1 be dc!!medto 30 be a judicial proceeding within the meaning of sections 193 and 228 of 45 of 1860 the indian penal code and the commissioner shall be deemed: to be a 2 of 1974 civil court fer 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 commis-3s sioner may prefer 'an appeal against the decision to the principal' court of original jurisdiction within the local limits of whose jurisd!ctlon the mokameh unit or, as the case may< be, the registered «1ffice of arthur butler and company is situated: provided that where a person who is a judge of a high court is 40 appointed to be the commissioner, such appeal shall lie to the high court of the state in which the registered office of britannia engineering cqmpany or, as the case may be, arthur butler and company is situated, and such appeal shall be heard and disposed of by not less than two judges of th;,: high court disbursement of money by commissioner 4s 22 after admitting the claim under this act, the amount due in respeetof i such claim shall be paid iby the commissioner to the pernon or persons to whom such sums are due and on such payment the liability of britannia engineering company in rdation to the mokameh unit, of arthur butler and company in respect of any claim relating' to the under-50 takings owned by i,t shall stand ddsch lrgerl z3 (1) if out of the monies padd to him in relation to the mokameh to britannia engineering company, or as the case may be, to arthur company there is a balance left after meeting the liabilities as specified in the second schedule, the commissi ~met shall disburse such balance to britannia engineering company, or as the case may be, to arthur s butler and company disbursement of amounts to britannia engineering company and arthur butler and company (2) where the possession of any machinery, equipment or other property has vested in the central government or the government company under 'this act, but such machinery, equipment or other property does not belong to britannia engineering company or, as the case may be, 10 arthur butler and company, it shall be lawful for the central government to continue 10 possess such machinery or equipmeilit or other property on the same terms and conditions under which they were possessed by britannia engineering company or, as the case may be, arthur buuer and company, immediately before, the appointed day 24 any money paid to the commissioner which remains :mdisbursed or unclaimed for a period of three years from the last date on which the dislbursement was made, shall be transferred by the commissioner to the general revenue account of the central government; hut 0 claim to any money so transferred may be preferred to the central govel'yli-' 20 mert by the> person entitled to such payment and shall be dealt with as if such transfer had not been made, the order, if any, far payment of the claim being treated as an order for the refund of the revenue undisbursed or unclaimed amount to be deposited with the general ~e­venue accoun\  chaprer viimiscellaneous act to have over· riding effect 25 the provisions of this act shall have effect mtwithstanding anything inconsist'ent therewith contained in any other law for the time being 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 authority 30 contracts to cease to have effect unless ratified by the central government or the government company 26 (1) every com,tat;~ entered into by britannia engineering company in relation to the mokameh unit, ;or arthur butler and company in relation to any of the undertakings owned by it, which has vested in the central government under section 3, for any service, sale or supply and in force immediately before the appointed day, shall, on and from 35 the expiry of, 'one hundred and eighty days from the date on which this act receives the assent of the president, cease to have eft'ect unless such contract is, before the expiry of that period, ratified, in writing, by the central government, or the government company, and in ratifying such contract, the central government or the government com- 40 pany may make such alteration or modification therein as it may think fit: provided that the central government or the government company shall not omit to ratify a contract and shall not make any alteration or moduication in a contract unless it is satisfied that such contract is 45 unduly onerous or has been entered into in bad faith or is detrimental to the interests of, the central government or the government ctjid pany (z) the cellitral j,mment or the government company shall not omit to ratify a contract, and shall not make any alteration or modiftcation therein, except after giving the parties to the contract a reasonable opportunity of being heard and except after recording in writing its s reasons for refusal to ratify the contract or for making any alteration or modification therein 27 any person who,-penalties 10 (a) having in his possession, custody or control any property forming part of the mokameh unit, or any of the undertakings owned by arthur butler and company, wrongfully withholds such property from the central government or the government company; or (b) wrongfully 'obtains possession of, or retains, any property forming part of, the mokameh unit, or any of the undertakings owned by arthur butler and company; or is 20 (c) wilfully withholds or fails to furnish to the central government 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 relating to the mokameh unit, or any of the undertakings owned by arthur butler and company, which may be in his possession, custody or control; or 25 (d) fails to deliver to the central government 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 mokameh unit, or any of the undertakings owned by arthur butler and company; or 30 (e) wrongfully removes or destroys any property forming part of the mokameh unit, or any of the undertakings owned by arthur butler and (ampany or prefers any claim under this act which, he knows or has reason to believe to be false i()r grossly inaccurate, shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to ten thousand rupees, or with both offence by companies 3s 28 (1) where an offence under this act has been committed by a company, every person w~, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the bub'lness of the company, as well as the company, shall be deemed to be guilty of !the offence and shall be ldable to be proceeded against and 40 punished accordingly: provided that nothing contained in this sub-section shall render any such penon liable to any punishment, if he proves that the offence was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such offence 45 (2) 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 connivance of, or is attrihutable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, mana  ger, secretary or other officer shan be deemed to be guilty of that ojfsce arid shall be liable to be proceeded against and punished accordingly explanation-for the purposes of this section,-(a) "clompany" means any body corporate and includes a firm 5 or other association of individuals; and (b) "director" in relation to a firm, means a partner in the firm protec tion of action taken in good faith !t (1) no suit, prosecution or other legal proceeding shall lie against the central gov·ernment or any officer of that government or the gov- 10 ernment company or other person authorised by that government or the government company for anything which is ' good faith done or intended 11:> be done under this at:t (2) no suit or other legal proceeding shall lie against the central government or any of its officers or other employees or the govern- is ment company or any officer or other pei'slcm authorised by that 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 delqation 30 (1) the central government may, by notification, direct that all of powers or any of the powers exercisable by it under this act, other than the 20 powers conferred by secuons 31 and 32, may also be exercised by such person or persons as may be specified in the notification (2) whenever any delegation of power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision of the central government 25 31 (1) the central government may, by notification, make rules for carrying out the provisions of this act | power    ||----------|| make     || rules   |(2) in particular, and without prejudice to the generality of the foregoing powers, such rules may provide for all· or any iof the following matters, namely:-30 (a) the time within which, and the manner in which, an intimation referred to in sub-section (3) of section 4 shall be given; (b) the manner in which the monies in any provident fund or other fund, referred to in sub-section (2) of section ·14 shall be dealt with; 3s (e) any other matter which is required to be, or may be, prescribed (3) every rule made by the ct'ntral 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 40 may be comprised in one session or in two or more successive sessflons and if, before the expiry of the session immedia:("lly following the session or successive sessions aforesaid, both houses agree in making any modification in the rule or botb houses agree that the rule should dot be made, the rule shall thereafter have eft'ect only in such modif~ form oil'be of no effect, as the case may be; so, however, that any such modifica'tion or annulment shall be without prejudice to the validity of anything previoulfly done under that rule power to remove difficultiel s 32 if any diftlculty arises in giving effect to the provisions of thjs ad, the centrwl government may, by order, not inconsistent with the pnvisions of this act, remove the ditficulty: provided that no such order shall be made after the expiry of a period of 'two years from the appointed day 10 33 it is hereby declared that thds act is for giving effect to the policy of the state towards securing the principles specified in clause (b) of article 39 of the constitution declaration as to the policy of the state explanatitm-in this section, "state" has the stame meaning as in article 12 of the constitution  is the first schedule (see sections 4, 7, 8 and 16)-----------~---------------name of the company amount (rupees in lakha) s no 152:85 1 the britannia engineering company 137;70 arthur butler and company 20 2  the second schedule (see sections 19, 20, 21 and 23) order of priorities catego'r'jl i(i) employees' dues on account of arrears of tripartite settlement for the period from the 1st day of january, 1975 to the 31st day of may, 1975 30 (ii) employees' dues on 8ccoun,t of unpaid salaries, wages, provident fund, employees' state insurance contribution or premjum ~ lating to life insur(u'l('e corporation of india  category iisecured loans from natia;,nalised banks and aecw:ed loans f-rom iaduatrjal reconstnl<:~on corporation of india for the post-take~over ~ agement period  caflegory jiis central government loans for the post-take-c:wer management period  category ivsecured loans from nationalised banks and secured loans from f\nancial institutions for the pre-take-over management period category v 10 revenue, taxes, cesses, rates or other dues to central government, state government and local 8uthoritie; or state electricity board for the pre-take-over management period  category vitrad; and other creditors {or the pre-take-over management period is  statement of objects ·and reasonsbritannia engineering company limited was ihcorporated in 1917 with its registered office at calcutta it owned at titagarh an engineering unit (where it manufactured road rollers, jute mill machinery and other industrial machinery) and a steel foundry  it also set up in 1960 at mokameh, a unit to manufacture railway wagons, steel structurals, etc the engineei'ing unit at titagarh closed down in october 1970 gnd on the 22nd may, 1976 its management was taken over by the central governanent and entrusted to mis westinghouse saxby farmer limited, calcutta, a company managed by the government of west bengal and in which the west bengal government has 8775 per ('ent share-holding the west bengal government has taken complete financial and managerial responsibility for managing the titagarh unit the steel foundry is being managed by industrial reconstruction corporation of india the wagon unit at mokameh closed down in march 1973 the central government took over the management of this unit on the 15th february, 1974 under the industries (development and regulation) act, 1951 and the unit was re-opened on the 22nd february, 1974 2 arthur butler and company (muzaffarpore) limited was incorporated in 1919 with its registered office at calcutta and its manufacturing unit at muzaffarpui' in the past, the company manufactured various types of industrial machinery and when it closed down in february 1972, it was also manufacturing metre··g&uge railway wagons the management of this company was taken over by the central government on the 14th december, ]973 under the industries (development and regulation) :act, 1951 and the unit re-opened on the loth august, 1974 3 britannia engineering works, mokameh, is engaged in the manufacture of railway wagons, under-frames and steel structurals and arthur butler and company (muza£farpore) limited in the manufacture of wagons, sugar mills machinery, structurals, agricultural implements, founchy products and wagon components the fabrication cd wagons, particularly under the old orders from the railways, has been un-economical, causing financial loss to the companies these losses are being met by the government by way of grant of loans to the two companies the companies have been successful in taking up the new lines of production, such as, coal tubs, bridge girders, brake beams, fwnace-structure, mine cars and transmission tower lines 4 after the take over of the management of these two companies, there has been considerable progress in the production performance it is in the public interest that both the units continue their manufacture of wagons and other goods these units provide substantial emp'loyment and their closure would render a large labour force unemployed it is not possible to hand over the management of these two units to private management as substantial government loans have been given to the units after careful consideration of the whole matter, the government has decided to acquire these units 5 the bill seeks to acquire the mokameh unit of britannia engineer  ing company limited and the undertakings owned by arthur butler and company (muzaffarpore) limited new delhi; george fernandes the 17th july, 1978, clause 7 of the bill provides for payment, in cash and in the manner specified in chapter vi thereof, an amount equal to the amount specified against the name of each of the companies specified in the first schedule to the bill for vesting in the central government the right, title and interest of the mokameh unit of britannia engineering company limited and arthur butler and company (muzatfarpore) limited in relation to the undertakings owned by it the amount payable will be of the order of rs 2,90,55,000 2 sub-clause (i) of clause 8 provides for payment, to each of the companies, of further amount in cash, in consideration for the deprivation of the companies of the management of their undertakings, an amount to be calculated at the rate of rs 10,000 per annum for the period commencing on the date on which the managements of the undertakings of these companies were taken overby the central government and ending on the appointed day (1st april, h/78) it is estimated that this amount will be ot the order of rs 90,000 3 sub-clause (2) of clause 8 provides that in consideration of the retrospectiye operation of certain provisions of the bill as specified therein, there shall be given, in cash, to each of the companies, an amount equal to the amount calculated at the rate of rs 10,000 per annwn for: the period commencing on the appointed day and ending on the date on which the bill receives the assent of the ftesident this amount is estimated to be of the order of rs 10,000 4 sub-clause (3) of clause 8 provides for payment of simple interest at the i'ate of four per cent per annum, in respect of the amounts payable under clause 7 and sub-clauses (i) and ,(2) of clause 8, for the period commencing on the appointed day and ending on the date on which the p'ayment of such amounts is made by the central government to the commissioner of payments it is estimated that the interest payment in terms of the provisions of sub-clause (3) of clause 8 is likely to be of the order of hs· 1,00,000 per month 5 clause 15 of the bill provides for appointment of commissioner of payments by the government with adequate staff to assist him for the purpose of disbursing the amounts payable to each of the companies 'i'he 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 india the estimated expenditure on this account is likely to be of the order of rli 10,000 per month 6 funds will also have to be provided for capital expenditure for modernisation and expansion of the undertakings to make them financially viable it is estimated that about as 20,00,000 may have to be provided on this account during the cultent financial year 7 it has been decided that in so far as the secured loans of blinks and financial institutions are concerned the short-fall will be assumed by the central government outside the scheme of acquisition this short-fall is estimated to be of the order of as 33,00,000 8 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 bill such rules may provide for matters, such as-(a) the time within which, and the manner in whith, an intimation referred to in sub-clause (3) of clause 4 of the bill shall be given, and (b) the manner in which the monies in any provident fund or other fund refelted to in sub-clause (2) of clause 14 shall be dealt with the matters in respect of which such rules may be made are mattei's of procedure and administrative detail and it is not ptacticable to pa-q-vide for them in the bill itself the delegation of legislative power is, therefore, of a nonnal character  a billto provide for the acquisition and transfer of the right, title and interest of the undertakings of britannia engineering company in relation to the mokameh unit owned by it and the right, title and interest of arthur butler and company in rela·tion to the undertakings owned by it, with a view to ensuring the continued manufacture of railway wagons and other goods essential to the needs of the country in general and the railways in particular and {or matters connected therewith or incidental theretq, (shri george fernandes, minister of indwtry) 