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REGISTERED NO. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 2

PUBLISHED BY AUTHORITY

No. 43] NEW DELHI, FRIDAY, DECEMBER 2, 1983/AGRAHAYANA 11, 1905

Separate paging is given to this Part in order that it may be filed

as a separate compilation

LOK SABHA

The following Bill was introduced in Lok Sabha on the 2nd December, 1983:—

BILL NO. 127 OF 1983

to provide for the acquisition and transfer of the undertakings of the Trans-

former and Switchgear Limited with a view to securing the better utilisa-

tion of the available infra-structure thereof and to modernise and augment

the production of transformers, switchgears and other allied electrical

equipments by the said Undertakings so as to subserve the interests of the

general public by ensuring the continued supply of the aforesaid articles

which are essential to the needs of the economy of the country and for

matters connected therewith or incidental thereto.

65 of 1951.

WHEREAS the Transformer and Switchgear Limited are engaged in the production of certain articles mentioned in the First Schedule to the Industries (Development and Regulation) Act, 1951, under the heading "ELECTRICAL EQUIPMENT";

AND WHEREAS the Company had been suffering heavy losses for a number of years with the result that a majority of the workers of the Company hud been laid off and the affairs of the Company are being managed in a manner prejudicial to the interests of the Company and the public interest;

(1)

AND WHEREAS for the purpose of securing the better utilisation of th" available infra-structure of the undertakings of the Company and for modernis- ing and augmenting the production of transformers, switchgears and other allied electrical equipments by the said undertakings, investment of a large amount is necessary;

AND WHEREAS it is necessary to acquire tb" undertakings of the Trans- former and Switcbgear Limited to enable the Central Government to kavt such investments made so as to subserve the interests- of the general public by the continuance by the undertakings of the Company of the production and supply of the aforesaid articles which are essential to the needs of the •conomy of the country;

BE it enacted by Parliament in the Thirty-fourth Year of the Republic pf India as follows:—

CHAPTER I

PRELIMINARY

1. (1) This Act may be called the Transformer and Swftchgear Limit- ed (Acquisition and Transfer of Undertakings,) Act, 1983.

Short tltl* itdcoii- meao"m">t.

(2) It shall be deemed to have come into force on the 8th day of November, 1&83.

2. In this Act, unless the context otherwise requires,—

Dofini- ttoni.

(a) "Andrew Yule" means Andrew Yule and Company Limited, Calcutta, a company formed and registered under the Companies Act, 1956;

1 "t 1"56.

( i) "appointed day" means the 8th day of November, 1983;

(c) "Commissioner" means the Commissioner of Payments appoint- ed under section 14;

1 of 195& (d) "Company" means the Transformer and Switchgear Limited, being a company as defined in the Companies Act, 1956, and having Its registered office at 21, Guindy Road, Adyar, Madra"-60002Q;

(") "notification" means a notification published in the- Official, Gazette;

(/) "prescribed" means prescribed by rules made under thjs Act;

(") "specified date" in relation to any provision of this Act, caoms such dote as the Central Government may, by notification, specify for to* purposes of that provision and different dates may be specified for different provisions of this Act;

1 at 19S6.

(h) words and expressions used herein and not defined but defined in tbe Companies Apt, 1956, shall have the meanings, respectively, asripied to them in ikat Act.

CHAPTER II

ACQUISITION AND TRANSFER QF THE UNDERTAKINGS OF THE COMPANY

5. On the appointed day, the undertakings of the Company, and the right, title and interest of the Company in fetation to fts undcrtaklnRs, •tadl, by virtue of this Act, stand trar sferretf to, and Test In, *he Cen- 1M1 Government.

Tramtfer

to, and

vesting In,

the Cen-

tral Gov-

•rnment of

h* under-

akiofl* of

be Com-

pany.

General

effect of

vesting.

4. (1) The undertakings of the Company shall b" deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, workshops, stores, instru- ments, machinery and equipment, cash balances, cash on hand, reserve fnnds, investments, book debts and all other rights and interests in, or arising out of, euch property as were immediately before the appointed day in the ownership, possession, power or control of the Company, whether within or outside India, and all books of account, registers and all other documents of whatever nature relating thereto.

(2) All properties as aforesaid which have vested in the Central Government under section 3 shall, by force of such vesting, be freed and discharged from any trust, obligation, mortgage, charge, Jen artd all other incumbrances affecting them, and any attachment, injunction,/cree or order of any court, tribunal or otffcr authority restricting the use of/uch properties in any manner shall be deemed to have been withdrawn.

(3) Every mortgagee of any property which has vested under this Act in the Central Government and every person holding any charge, lien or other interest in, or in relation to, any such property shall give, within such time and in Such manner as may be prescribed, an intimation to the Commissioner or stfch motffBBt, charge, lien or other interest.

(4) For the removal of doubts, it is hereby declared that the mortgagee of any property referred to in Sub-section (3) or any other, j>crson holding any charge, Hen or other interest in, or in relation to, any such property shall be entitled to claim, in accordance with hw rights and interests, payment of the mortgage money or other dues, in Whole or in part, Out of the amount specified in section 7 and also out of the amount determined under section 8, but no such mortgage, charge, Hen or other Interest shall be enforceable against any property which has vested in the Central Government.

?5) Any licence or other instrument granted to the Company in relation to any undertaking which has vested in the Central Government under section 3, at

any time before the appointed day and in force immediately before that day, shall continue to be in force on and after such day in accordance with its tenor in relation to, and for the purposes of, such undertaking and on and from the date of vesting of such undertaking under section 6 in Andrew Yule, that com- pany shall be deemed to be substituted in such licence or other instrument M if such licence or other instrument had been granted to Andrew Yule and that company shall hold it for the remainder of the period for which th

(6) If, on the appointed day, any suit, .appeal or other proceeding of what- ever nature in relation to any property which has vested in the Central Govern- ment under section 3, instituted or preferred by or against the Company is pending, the same shall not abate, bf* discontinued or be, in any way, prejudi- cially affected by reason of the transfer of the undertakings of the Ccwopaay or of anything contained in this Act, but the suit, appeal or other proceedlflf may be continued, prosecuted or enforced by or against the Central Goveromeat, or where the undertakings of the Company are directed under section 6, to vttt in Andrew Yule, by or against Andrew Yule.

Central

G"v"rn-

ment or

Andrtw

Yul© not

5. (1) Every liability of the Company in respect of any period 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 the undertaking* of the Company are directed under section 6 to vest in Andrew Yule, ajalnst Andrew Yule.

liable for

prior lla-

bilitiw.

' (2) For the removal of doubts, it is hereby declared that.—

(a) save as otherwise expressly provided in this section or in any other provision of this Act, no liability of the Company in respect of any period prior to the appointed day, shall be enforceable against the Central Gov- ernment, or, where the undertakings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule;

(b) no award, decree or orde^of any court, tribunal or other authority in relation to the undertakings of the Company, passed after the appointed day, in respect of any matter, claim or dispute which arose before that day. shall be enforceable against the Central Government, or, where the under- takings of the Company are directed under section 6 to vest in Andrew Yule, against Andrew Yule;

(c) no liability incurred by the Company before the appointed day, for the contravention of a provision of any law for the time being in force, shall be enforceable against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in A,ndrew Yule, against Andrew Yule.

Power of

the

Central

, Govern-

6. (1) Notwithstanding anything contained in sections 3 and 4, the Central Government may, subject to such ferms and conditions as it may think fit to impose, direct, by notification, that the undertakings of the Company, and the right, title and interest of the Company in relation to its undertakings, which have vested in the Central Government under section 3, shall, instead of continu- ing tp vest in the Central Government, vest in Andrew Yule either on the date ment to direct vesting pftlw

of the notification or on such earlier or later date (not being a date earlier than the appointed day) as may be specified in the notification.

undertak-

ings of

the Com-

p"ny ta

Andrew

Yule.

. (2) Where tht right, title and interest of the Company in relation to Its undertakings vest In Andrew Yule'under sub-section (1), Andrew Yule shall, on and from the date of such vesting, be deemed to have become the owner in relation t0 such undertakings, and all the rights and liabilities of the Central Gov- ernment in relation to such undertakings shall, on and from the date* of such vesting, be deemed to have become the rights and liabilities of Andrew Yule.

CHAPTER III

PAYMENT OF AMOUNTS

Pay-

ment of

amount.

7. For tbo transfer to, and vesting In, the Central Government, un- der lection 3, of the undertakings of the Company and the right, title and interest of the Company in relation to its undertakings, there shall be paid by the Central Government to the Company, hi cash, and In the manner specified in Chapter VI, an amount of rupees serenty-eigJit lakhs and twenty-six thousand.

8. (1) The amount specified in section 7 shall carry simple interest Payment of fur- ther amount.

at the rate of four per cent, per annum for the period commencing- on the appointed day and ending on the date on which payment of such amount is made by the Central Government to the Commissioner.

(2) The amount determined in accordance with the provisions of 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, in relation to its undertakings which have vested in the Central Government under section 3, shall be discharged from 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 OP THE COMPANY

Manage-

ment, etc.,

of the

under-

takings

of the

Company,

9. 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 sec- tion 3, shall, where a direction has been made by the Central Government under sub-section (1) of section 6, vest in Andrew Yule and thereupon Andrew Yule sball be entitled to exercise, to the exclusion of all other persons, all Such powers and do all such things as the Company was authorised to exercise and do in relation to its undertakings,

6 THBK&AMiltfE OF INDIA EXTftAOttBltfAKY \?MT fl --

10. (1) On the vesting of the management of the urtJcrtatirigft tit &0 Company in Andrew Yule, all perrons in charge of th* "iatiftgent*fit tit the undertakings of the Company immediately before such vesting, shall be bound to deliver to Andrew Yule, all assets, books of accon⁢, regis- ters and other documents in their custody relating to the undertaking* of the Company.

(2) The Central Government may issue such directions as it maf deem Doty vt person In dtmrgo of mutat* ment Of the nnder- takln|> •£ *• Company to dtll- ver all assets, etc.

desirable in the circumstances of the case to Andrew Yule and that company may also, if it is considered necessary so to do, apply to the Central Government at any time for instructions as to the manner in which the management of the undertakings of the Company shall be conduct- ed or in relation to any other matter arising In the course of such management.

11. (1) Any person who has, on the appointed day, in his possession Duty of persons to account for ameta, etc., la their possession.

or under his control, any assets, books, documents or dther paper* relating to any of the undertakings owned by the Company, which have vested in the Central Government or in Andrew Yule under this Act, and which belong to the Company or would have so belonged, if the Undertakings owned by the Company bad not vested in the Central Government or Andrew Yule, shall be liable to account for th" a"*d assets, books, documents and other papers to the Central Government or Andrew Yule and shall deliver them up to the Central Government or Andrew Yule or to such person or persons as the Central Government or Andrew Yule may specify in this behalf.

(2) The Central Government or Andrew Yule may take or cause to be taken all necessary steps for securing possession of the undertakings of tht Company which have vested in the Central Government or Andre* Yule under this Act,

(3) The Company shall, within such period as the Central Govern- ment 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 under- takings which have vested in the Central Government under section 3, and, fof this purpose, the Central Government or Andrew Yulc shall afford to the Company all reasonable faculties.

CHAFlTSft V

PROVISIONS RELATING to THE EMPLOYEES OF THE COMPANY

12. (1) Every person who has been, immediately before the appoint- ed day, employed in any of the undertakings of the Company shall become,—

Cmttl-

nuftitc*

•f cmplo'

yew.

(a) on and from the appointed day, an employee of the Central Government; and

(b) where the undertakings of the Company are directed under subjection (1) of section 6 to vest in Andrew Yule, an em- ployee of Andrew Yule on and from the date of such vesting,

and shall hold ofBce or service under the Central Government or Andrew Yule, as the case may be, with the same rights and privileges as to pension, gratuity and other matters as would have been admissible to him if there had been rift such vesting and shall continue to do so ualess. and until his employment under

JUa 2J, Mflt QAZ"TTjtTOP; iUfilA lUfTftAGRDmAfcY y

th"Ce"tral GovornmeHt or Andrew Yule, as the caa# may be, is duly tefmtaatod

or until his. remuneration and other conditions of service gre duly altered by the

Cwrtrak Government or Andrew Yule, as the case may be.

H •( 1147.

(2) NatwUhstaadins anything contained in the Industrial Dispute* Act,

1947, er in any other law for the time being in force, the transfer of the services

of a*y officer or other person employed in any undertaking of the Company to

tJh* Central, Government or Andrew Yule shall not entitle such officer or othef

employee to any compensation under this Act or under any other law for tbt

time being ia force and no such claim shall be entertained by any court, tribunal

or other authority.

Provl-

and oflur

tupd*.

13. (1) Where the Company has (Established a provident fund, superannua-

tion fuudy welfare fund or any other fund for the benefit of the persons employed

iu any of the undertakings of the Company^ the monies relatablc to the officers

or other employees, whose services have become transferred, by or under this

Act, to the: Ceotial Government or Andrew Yule, shall, out of the monies

stamUof, oa the appointed day, to the credit

nuation fund, welfare fund or other fund, stand transferred to, and vest in, the

Central Government or Andrew Yule, as the case may be.

(2) The monies which stand transferred under sub-section (7) to the Cen-

tral, Government or Andrew Yule, as the case may be, shall be dealt with by

thap Government or that company in such manner as may be prescribed.

CHAPTER VI

COMMISSIONER OF PAYMENTS

14 (7) The Ceafcral Government shall, for the purpose ol dl^untng

the amount* payable to the Company undeq sections 7 and 8, by noti-

fication, appoint a Commissioner of Payments.

Appoint-

ment of

Com-

miMJQMr

ol P"y-

•wott.

(i) The Central Gwwnment may appoint " ch ofcW pwaoW as ft

may think fit to assist the Commissioner and, thereupon the Commis-

sioner may authorise one or more of such persons also to exercise all

or any of the powers exerctoable by bun under this Act and d"lt"n*.

parsons may be authorised to exercise different powers.

(3) Any person authorised by the Commissioner to exercise any o* Th"

powers exerctoable by the Commissioner may exercise those powers In the. "MM>

manner and with the same effect as if they have been conferred on that person

directly by thli Act and not by way of authorisattott,

(Tta> safcwfcs and allowances of the Comadsskiner and other

persons appointed under this section shall be defrayed out of the

Consolidated Fond of India.

H ( i) Tho Central Government shall, within thirty day* from th". specified

date, pay in cash to the Commissioner, for payment to- the Company—

(a) an amount equal to the amount specified in section 7, and

(b) m amount equal to the, amount payable to the Company under

Paymtjrt

by tho .

Central

Govern-

ment to

ttM Om*

mlidftf"i

iectioa S>

(2> A deposit account shall be opened by the Central Government 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 th* credit of the said deposit account and the said deposit account shall be operated by the Commissioner.

(3) Records shall be maintained by the Commissioner in respect of the undertakings of the Company in relation to which payment has been made to him under this Act.

(*) The interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall enure to the benefit of the Company.

O

Certain

16. (1) The Central Government or Andrew Yule, as the case may be, shall be entitled to receive up to the specified date, to the exclusion of all other per- sons, any money due to the Company, in relation to its undertakings which have vested in the Central Government or Andrew Yule, and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to , the appointed day.

th" Cen- tral G#v"tn- m"U or Aadrew Yule.

(2) The Central Government or Andrew Yule, as the case may be, may make a claim to the Commissioner with regard to every payment made by it after the appointed day for discharging any liability of the Company in relation to any period prior to the appointed day; and every such claim shall have prlo- rity in accordance with the priorities attaching, under this Act, to the matter in relation to which such liability has been discharged by the Central Government or Andrew Yule.

(3) Save as otherwise provided in this Act, the liabilities of the Company' in respect of any transaction prior to the appointed day, which have not bees discharged on or before the specified date, shall be the liabilities of the Company.

17. Every person having a claim against the Company with regard to any of the matters specified in the Schedule pertaining to the undertakings of the Com- pany shall prefer such claim before the Commissioner within thirty days from the specified date:

^ made to the Com- missioner.

Provided that If the Commissioner is satisfied that the claimant was prevented by sufficient cause from preferring the claim within the said period of thirty days, he may entertain the claim within a further period of thirty day9 and not thereafter.

18. The claims made under section 17 shall have priorities in accordant*

with the following principles, namely:—

Priority "l claims.

(a) Category I shall have precedence over all other categories and Category II shall havc precedence over Category lit, and so on;

(ft) the claims specified in each of the categories 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 proportions and be paid accordingly, and

(c) the question of discharging any liability with regard to a matter specified in a lower category shall arise only if a surplus is left after meet- ing all the liabilities specified in the immediately higher category.

nation pf

claims.

19. (1) On receipt of the claims made under section 17, the Commissioner shall arrange the claims in the order of priorities specified in the Schedule and examine the same in accordance with such order of priorities.

(2) If, on examination of the claims, the Commissioner is of opinion that the amount paid to him under this Act is not sufficient to meet the liabilities specified in any lower category, he shall not be required to examine the claims in respect of such lower category.

20. (1) After examining the claims with reference to the priorities set out in the Schedule, the Commissioner shall fix a certain date on or before which every claimant shall file the proof of his claim.

Admis-

sien or

rejection

of clalmj.

(2) Not less than fourteen days' notice of the date so fixed shall be given by advertisement in one issue of any daily newspaper in the English language having circulation in the major part of the country and one issue of any dally newspaper in such regional language as the Commissioner may consider suitable, and every such notice shall call upon the claimant to file the proof of his claim with the Commissioner within the period specified in the advertisement.

(3) Every claimant who fails to file the proof of his claim within the tune specified by the Commissioner shall be excluded from the disbursements made by the Commissioner.

(4) The Commissioner shall, after such investigation as may, in his ^opinion, be necessary aqd after giving the Company an opportunity of refuting the claim and after giving the claimant a reasonable opportunity of being heard, by order in writing, admit or reject the claim in whole or in part.

(5) The Commissioner shall have the power to regulate his own procedure

5 of 1908.

] in all matters arising out of the discharge of his functions, including the place or places at which he may hold his sitting¹; and shall, for the purpose of making an investigation under this Act, have the same powers as are vested m a civil court under the Code of Civil Procedure, 1908, while trvine a suit, in respect of the following matters, namely—

(a) the summoning and enforcing thp attendance of any witness and examining him on oath;

(b) the discovery and production of any document or other material object producible as evidence;

(c) the reception of evidence on affidavits;

(d) the issuing of any commission for the examination of witnesses.

45 of 1860.

2 of 1"74.

(6) Anv investigation before the Commissioner shall be deemed to be a judicial proceeding within the meaning of s-ctions 193 and 228 of the Indian Penal Code and the Commissioner shall be deemed to W a civil court for the purposes of section 195 and Chapter XXVT of the Code of Criminal Procedure, 1973.

(7) A claimant, who is dissatisfied with the decision of the Commissioner, may prefer an appeal against the decision to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the registered office of the Company is situated;

Provided that where a person who in n Judf"e of a High Court is appointed to he the Commissioner, such appeal shall lie to thf High Court of Madras and such appeal shall be heard and disposed of by not less than two Judges of that Hich Court.

21. After admitting a claim under this Act, the amount due in respect of such claim shall be paid by the Commissioner to the person or persons to whom such amount is due, and on scch pay men L, 'IK. liability oi the Company in respect of such claim shall stand discharged.

Disburse- ment of money by the Com- missioner to clai- mants.

22. (1) If, out of the monies paid Lo him In relation to the undertakings of the Company, mere is a balance le L ajiu: .iio^in^ the liabilities as specified in the Schedule, the Commissioner shall disbur^- sr i balance to the Company.

Disburse- ment of amounts to the Company.

(2) Where the possession of any majhiru r, equipment or other property has vested in the Central Government or Auu'.vv Yule under this Act, but such machinery, equipment or other property dues not belong to the Company, it.shall be lawful for the Central Government oi And' v Yule to continue to possess such machinery or equipment or other p.operty on the same terms and conditions under which they were possessed by the Co -pany immediately before the appointed day.

23. Any money paid to the Commissioner which remains undisbursed or un- claimed on the date immediately pr.cedij.^i the date on which the office of the Commissioner is finally wound up, shall be transi'crred by the Commissioner, be- fore his office is finally wound up, to the general revenuj account of the Central Government; but a claim to any money so transferred may be preferred to the Central Government by the person emitl:d to such paynunt and shall be dealt^ with as if such transfer had not been mad?, and ihe order, if any, for payment of the claim, being treated as an order foi the refund of revenue.

Undisbur- sed or unclaimed amount to be depo- sited to the gene- ral re- venue ac- count

CHAPTER VII

MISCELLANEOUS

Act to have overriding effect

24. The provisions of this Act shall have effect notwithstanding any- thing inconsistent therewith contained in ,n ' "ther law for the time being in force or in any instrument havine etTert b\ virtu.- of any law, other than this Act or ui any decree or order of any •ouh. *nfurni ,,r other authority.

Contracts to cease to have effect unless ra- tified by the Central Government or And- rew Yule.

25. Every contract entered into by the Company in relation to its undertak- ings, which has vested in the Centra' Government UP ler section 3, for any service, sale or supply and in force immediately \y< > L the appointed day, shall, on and from the expiry of one hundred and oi 'hi ' clays from the appointed day, cease to have effect unless such contract K before the expiry of that period, ratified, hi writing, by the Central Government or 'Vidrew Yule, in which such undertakings have been vested under this Act, and in ratifying such con- tract, the Central Government or Andrew Yul; may make such alteration or "modification therein as it may think fit:

Provided that the Central Govemm -nt or Andrew Yule shall not omit to

ratify a contract and shall not make any alteration or modification in a contract—

(a) unless it is satisfied ib.H such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests of the Cen- tral Government or Andrew Yule; and

(b) except after giving to th>- parties to t'l" conLract a reasonable opportunity of being heard an^ extent nfW rerordi^j jn writing its reasons for refusal to ratify the enn'ract or for rnakinc ?ny '.Iteration or modiflca-r

tion therein.

Protection of action taken in good faith.

26. (1) No smt, prosecution or oinei* Jegal proceeding shall lie against the Central Government or any otacer or oiiier employee oi that Government or Andrew Yule or oLher person aatnonsed oy the Central Government or Andrew \ ule lor unyuung wiuuj u ia goou uuiii done or uuenued to uc done under this Act.

Delegation of powers.

(2) No suit oi other legal proLecuiiig shall lie against the Central Govern- ment or any oi lih uinccii, oi oiuer employees or Andrew \ uie or other peison authorised by the Central Government or Andrew Yule for any damage caused or Jikely to be caused by anything wmch is in good laith done or intended to be done under this Act.

27. ( Ij The Central Government luay, by notification, direct that all or any wl the powers excrcisaoic ay u under tint. Act, otiier than the powers con- ferred by this section, section 30 and section 31, may also be exercised by such person or persons as may be bpecmed in the notiUcatiori.

(2) Whenever any delegation oL power is made under sub-section (1), the person to whom such power has been delegated shall act under the direction, control and supervision ol the Central Government.

28. Any person who,—

Penaltie*

{a) having in his possession, custody or control any property forming part oi the undertakings oi the Company, wrongfully withholds such pro- perty from the Cential Guvei'nrneut oi Andrew Yule; or

(b) wrongfully obtains possession of, or retains, any property forming part of the undertakings oi the Company; or

(.c) willully widmoids or Lias ,o furnish to the Central Government or Andrew Yule or any poiscn or budy ol persons specified by that Govern- ment or Andiew Yule, as the caso may be, any document relating to the undeitakings of the Company, wuiui may be in ins possession, custody or control; or

{d) fails to deliver to the Central Government or Andrew Yule or to any person or body oi persons specified by that Government or Andrew Yule, any assets, books of account, registers or other documents in his possession, custody oi control, relating to the undertakings of the Company; or

(e) wrongfully removes or destroys any property forming part of the undertakings of the Company; or

0) prelers any claim under this Act which he knows or has reasonable uause to believe to be false or grossly inaccurate,

shall be punishable with imrrisonrneni far a term which may extend to two years, or with fine which may extend to tei" thousand rupees, or with both.

Offence* by com- panies.

29. (1) When.- an offence under this Act has been committed by a company, eveiy person, who, al the time the offence was committed, was in charge of, and was responsible to, the company, for the conduct of the busin- ess of the company, as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished ac- cordingly :

Provided thai nothing contained in this sub-section shall render any such person liable In nny punishment, if he pioves that the offence was committed without his knowledge or that hs hud e x c i s ed all due diligence to prevent the commission of such offence.

(2) Notwithstanding anything qontained in sub-section (1), where any offence under this. Act has been committed by a company and it is prov- ed that the offence has been committed with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such director, manager, secretary or other officer shall be deemed to be guilty of that offence and shall be liable to be proceeded against and. punished accordingly.

Explanation.—For the purposes of this section,—

(a) "company" means any body corporate and includes a firm or other association of individuals; and

(b) "director", in relation to a firm, means a partner in the firm.

V 30. (I) The Central Government may, by notification, make rules for carrying out the provisions of this Act.

Power t" make rule*.

(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely :^—

(a) the time within which, and the manner in which, an intimation shall be given to the Commissioner under sub-section (3) of section 4;

(b) the manner in which the monies in any provident fund or other fund under section 13 shall be dealt with;

(c) any other matter which is required to be, or may be, prescribed.

(3) Every rule made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parlia- ment, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more succesgive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall there- after have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification, or annulment shall be with- out prejudice to the validity of anything previously done under that rule.

31. If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order, not inconsistent with the provisions of this Act, remove the difficulty:

Power t"

remove

difficul-

ties.

Provided that no such order shall be made after the expiry of a period of two years from the appointed day.

11 0* "83.

32. (1) The Transformer and Switchgear Limited (Acquisition •> and Transfer of Undertakings) Ordinance, 1983, is hereby repealed.

Repeal

and

saving.

(2) Notwithstanding such repeal, anything done or any action taken under the said Ordinance shall be deemed to have been done or taken under the corresponding provisions of this Act.

THE SCHEDULE

(See sections 17, 19, 20 and 22)

ORDER OF PRIORITIES FOR THE DISCHARGE OF LIABILITIES OF THE COMPANY

Category I-—

(a) Wages, salaries and other dues payable to the employees of the Company.

(b) Deductions made, from the salaries and wages of the amployM& for provident fund, Employees' State Insurance contribution, premium re- lating to Lite Insurance Corporation of India or lor any other pur- poses.

(c) Arrears in 1 elation to contributions to be made by the Compaiy to the provident fund, Employees¹ State Insurance Fund, Life Insurance Corporation premium and any other an zai under any law for th" tiro* being in force (excluding gratuity).

Category II—

Piincipal amount of secured loans advanced by—

(i) Central Government;

(ii) State Government;

(Hi) Banks:

(iv) Public financial institutions;

(v) Others.

Category HI—

Principal amount of unsecured loans advanced by—

(/) Central Government;

(ii) State Government;

(Hi) Banks;

(iv) Public financial institutions.

Category IV—

(a) Any credit availed ol by thc Company for the purpose of carry- ing on any trading or manufacturing operations.

(b) Any dues payable t0 thc State Electricity Boards or other Government or semi-Government institutions for supply of goods or Bervicet>.

(c) Arrears of interest on loans and advances.

Category V—•

(a) Revenue, taxes, cesses, rates or other due to Central Govern- ment, State Government and local authorities.

(b) Any other loans or duci.

STATEMENT OF OBJECTS AND REASONS

The Transformer and Switchgear Limited was established in 1956 fur the manufacture of transformers, switchgears and other allied elec- trical equipments. The Company commenced production in 1957 in technical collaboration with Dominitworks GMbh, West Germany. It had been incurring losses for a number of years and the accumulated losses at the end of October, 1982 were of the order of Rs. 306 lakhs as against the paid-up capital of Rs. 12,5 lakhs.

2, Efforts for the revival of the Company in the past had failed. Many schemes prepared for the revival of the Company could not be implemented for want of necessary finance. Further, such schemes can- not meet all the past liabilities of the Company. Production in the Company had come to a standstill and wages to the workers were not being paid. Restructuring the Company in order to bring about a balance between assets and liabilities was therefore considered to be an imme- diate necessity. This process could be achieved quickly only through nationalisation of the undertakings of the Company which would also result in the revival of the .undertakings. The nationalisation of the undertakings will not only protect the employment of about 300 skilled workers in the city of Madras but also prevent loss of productive assets worth over Rs. 78 lakhs. The products of the Company also cater to the vital power transmission sector. The nationalisation of the undertakings will, also preserve the high degree of sophisticated manufacturing skills developed over the years in the national interest. In view of these circumstances, it was considered necessary in the public interest to ac- quire the undertakings of the Transformer and Switchgear Limited and vest the said undertakings in Andrew Yule and Company Limited, a Government company. The Transformer and Switchgear Limited (Ac- quisition and Transfer of Undertakings) Ordinance, 1983 (11 of 1983), was accordingly, promulgated by the President on the 8th November, 1983. The Ordinance, apart from providing ifor the acquisition of the undertak- ings of the Company and vesting the same in Andrew Yule and Company Limited provided for payment of an amount to the Company for the acquisition, appointment of a Commissioner of Payments and other incidental and consequential matters.

3. The Bill seeks to replace the aforesaid Ordinance.

N EW DELHI; NARAYAN DATT TIWARL

The 17th November:, 1983.

FINANCIAL MEMORANDUM

Clause 3 of the Bill provides that, on the appointed day, the right, title and interest of the Company in relation to its undtertakings, shall stand transferred to, and vest in, the Central Government.

2. Clause 7 of the Bill provides for payment in cash and in the manner specified in Chapter VI thereof, an amount of rupees seventy-eight lakhs and twenty-six thousand for the transfer to, and vesting in, the Central Government the right, title and interest of the Company in relation to its undertakings.

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 on the amount specified under clause 7 for the period commencing on the appointed day and ending on the date on which payment of such amount is made by the Central Government to the Commissioner of Payments. It Is estimated that this amount will be of the order of Rs. 26,087 per month.

4. Clause 14 of the Bill provides that the Central Government shall appoint a Commissioner of Payments and may also appoint such' other persons as 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 and that the salaries and allowances of the Commissioner and other persons appointed under the said clause shall be defrayed out of the Consolidated Fund of India. The estimated expenditure on this account is likely to be of the order of Rs. 25,000 per month.

5. The Bill, if enacted, is not likely to involve any other recvrring or non-recurring expenditure.

MEMORANDUM REGARDING DELEGATED LEGISLATION

Clause 30 of the Bill empowers the Central Government to make rules to carry out the provisions ol' the Bill when enacted. The matters in respect of which rules may be made, inter alia, relate to the time within which, and the manner in which, intimation regarding any mort- gage, charge, lien or other interest in, oi in relation to, any property which has vested in the Central Government may be given to the Com- missioner of Payments and tho manner in ' /hich the monies in any provi- dent fund or other funds which stand transferred to the Central Govern- ment under clause 13 shall be dealt with by that Government.

2. The matters in respect of which rules may be made are matters of procedure or administrative detail. The delegation of the legislative power is, therefore, normal m character,

Memorandum indicating modifications contained in the Bill to replace

the Transformer and Switchgear Limited (Acquisition and Transfer

of Undertakings) Ordinance, 1983.

In sub-clause (2) of clause 4 of the Bill, in place of the expression "court or other authority", the expression "court, tribunal or other autho- rity" has been used. Sub-clause (4) of clause 4 of the Bill, which specifies, inter alia, that recourse can be had for the satisfaction of the liabilities of the Company referred to therein to the compensation payable under the Act to the Company, is being modified to spell out expressly that such re- course can be had to the interest payable on such compansation also.

AVTAR SINGH RIKHY, Secretary.

n n rm iv THE OEVMAL MANAGE*, GOVMVMENT or MMA ntfo, MWTO KOAXK fnCW DELHI ANB fUBLipHEj) BY THE CQNTROLLER OF FUBtTCATIONS, DBLHJ, 1 9 83