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DALMIA DADRI CEMENT ACT 1981

Ministry of Law and Justice

Act nº 31 of 1981


  • Chapter I
  • Chapter II
  • Chapter III
  • Chapter IV
  • Chapter V
  • Chapter VI
  • Chapter VII
  • Schedules
  • Amending Acts
  • Act nº 31 of 1981

Preamble

THE DALMIA DADRI CEMENT LIMITED (ACQUISITION ANDTRANSFER OF UNDERTAKINGS) ACT, 1981

[Act, No. 31 of 1981]

[15th September, 1981]

PREAMBLE

An Act to provide for the acquisition and transfer of the under taking of the Dalmia Dadri Cement Limited with a view to securing the proper management of such undertakings so as to subserve the interest of the general public by ensuring the continued manufacture, production and distribution of cement which is essential to the needs of the economy of the country and matters connected therewith or incidental thereto.

WHEREAS Messrs. Dalmia Dadri Cement Limited had been engaged in the manufacture and production of Portland cement, an article mentioned in the First Schedule to the Industries (Development and Regulation) Act, 1951; (65 of 1951).

AND WHEREAS an order has been made for the winding up of the Company and proceedings for its liquidation are pending in the High Court of Punjab and Haryana;

AND WHEREAS the undertaking of the Company have not been functioning since March, 1980;

AND WHEREAS it is necessary to acquire the undertaking of the said Company to ensure that the interests of the general public are served by the continuance, by the undertakings of the said Company, of the manufacture, production and distribution of Portland cement which is essential to the needs of the economy of the country;

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

Chapter I

Section 1. Short title and commencement

(1)This Act may be called the Dalmia Dadri Cement Limited (Acquisition and Transfer of Undertakings) Act, 1981.

(2) It shall be deemed to have come into force on the 23rd day of June, 1981;

Section 2. Definitions

In this Act, unless the context otherwise requires,--

(a) "appointed day" means of 23rd day of June, 1981;

(b) "Cement Corporation" means the Cement Corporation of India, a company incorporated and registered under the Companies Act, 1956;(1 of 1956).

(c) "Commissioner" means the Commissioner of Payments appointed under section 14;

(d) "Company" means the Dalmia Dadri Cement Limited, being a company within the meaning of the Companies Act, 1956,(1 of 1956) and having its registered office at Charkhi Dadri (Haryana);

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

(f) "prescribed" means prescribed by rules made under this Act;

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

(h) words and expressions used herein and not defined but defined in the Companies Act, 1956,(1 of 1956) shall have the meanings, respectively, assigned to them in that Act.

Chapter II

Section 3. Transfer to, and vesting in, the Central Government of the undertakings of the Company

On the appointed day, the undertakings of the Company, and the right, title and interest of the Company in relation to its undertakings, shall, by virtue of this Act, stand transferred to, and vest in, the Central Government.

Section 4. General effect of vesting

(1) The undertakings of the Company shall be deemed to include all assets, rights, lease-holds, powers, authorities and privileges, and all property, movable and immovable, including lands, buildings, workshops, stores, instruments, machinery and equipment, cash balances, cash on hand, reserve funds, investments, book debts and all other rights and interests in, or arising out of, such property as were immediately before the appointed day in the ownership, possession, power or control of the Company, whether within in or outside a 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, mortgagee, charge, lien and all other incumbrances affecting them, and any attachment, injunction, decree or order of any court restricting the use of such 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 of such mortgage, 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 person holding any charge, lien or other interest in, or in relation to, any such property shall be entitled to claim, in accordance with his rights and interests, payment of the mortgage money or other dues, in whole or 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, lien or other interest shall be enforceable against any property which has vested in the Central Government.

(5) Any license 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 from the day of vesting of such undertaking under section 6 in the Cement Corporation, that Corporation shall be deemed to be submitted in such license or other instrument as if such license or other instrument had been granted to the Cement Corporation and that Corporation shall hold it for the remainder of the period for which that Company would have held it under the terms thereof.

(6) If, on the appointed day, any suit, appeal or other proceeding of wherever nature in relation to any property which has vested in the Central Government, under section 3, instituted or preferred by or against the Company is pending, the same shall not abate, be discontinued or be, in any away, prejudicially affected by reason of the transfer of the undertakings of the Company or of anything contained in this Act, but the suit, appeal or other proceeding may be continued, prosecuted or enforced by or against the Central Government, or, where the undertakings of the Company are directed under section 6 to vest in the Cement Corporation, by or against that Corporation.

Section 5. Central Government or Cement Corporation not to be liable for prior liabilities

(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 undertakings of the Company are directed under section 6 to vest in the Cement Corporation, against that Corporation.

(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 Government, or where the undertakings of the Company are directed under section 6 to vest in the Cement Corporation, against that Corporation;

(b) no award, decree or order 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 undertakings of the Company as directed under section 6 to vest in the Cement Corporation, against that Corporation;

(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 the Cement Corporation, against that Corporation.

Section 6. Power of Central Government to direct vesting of the undertakings of the Company in Cement Corporation

(1) Notwithstanding anything contained in sections 3 and 4, the Central Government may, subject to such terms 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 continuing to vest in the Central Government, vest in the Cement Corporation either on the date 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.

(2) Where the right, title and interest of the Company, in relation to its undertakings, vest in the Cement Corporation under sub-section (1), the Cement Corporation shall, on and from the date of such vesting, be deemed to have become the owner in relation to such undertakings, and all the rights and liabilities of the Central Government in relation to such undertakings shall, on and from the date of such vesting, be deemed to have become the rights and liabilities of the Cement Corporation.

Chapter III

Section 7. Payment of amount

For the transfer to, and vesting in, the Central Government, under section 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, in cash, and in the manner specified in Chapter VI, an amount of rupees eighty-four lakhs and eighty-seven thousand.

Section 8. Payment of further amount

(1) The amount specified in section 7 shall carry simple interest 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 91) in accordance with the rights and interests of the creditors of the Company.

Chapter IV

Section 9. Management, etc., of the undertakings of the Company

The general superintendence, direction, control and management of the affairs and business of the undertakings of the Company, the right, title and interest in relation to which have vested in the Central Government under section 3, shall, where a direction has been made by the Central Government under sub-section (1) of section 6, vest in the Cement Corporation, and thereupon the Cement Corporation shall 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 1 [do in relation to its undertakings, including the power to dispose off the assets of the undertakings of the Company vested upon it, by the notification of the Government of India, in the Ministry of Industry (Department of industrial Development) number S.O. 502(E), dated the 23rd June, 1981, under subsection (1) of section 6, if such disposal of the assets is considered necessary by the Cement Corporation due to legal or financial considerations].

_
1. Substituted for the following words "do in relation to its undertakings" by The Dalmia Dadri Cement Limited (Acquisition And Transfer Of Undertakings) Amendment Act, 2006 dtd. 29.12.2006


Section 10. Duty to deliver possession of the undertakings of the Company and documents relating thereto

(1) Notwithstanding any judgment, decree or order of any court, tribunal or other authority or anything contained in any law for the time being in force, the Official Liquidator of the Company or any other person, in whose possession or custody or under whose control the undertakings of the Company or any part thereof may be, shall forthwith deliver possession of the undertakings of the Company of the Company or any part thereof to the Central Government, or where the undertakings of the Company are vested under section 6 in the Cement Corporation, to that Corporation.

(2) On the vesting of the management of the undertakings of the Company in the Cement Corporation, the Official Liquidator of the Company or any other person who has, on the appointed day, in his possession or custody or under his control any books, documents or other papers relating to the undertakings of the Company immediately before such vesting or appointment, shall be bound to deliver the said books, documents or other papers to the Cement Corporation or to such person as the Central Government or the Cement Corporation, as the case may be, may specify in this behalf.

(3) The Central Government may take or cause to be taken all necessary steps for securing possession of the undertakings which have vested in it under section 3.

(4) The Central Government may issue such directions as it may deem desirable in the circumstances of the case to the Cement Corporation and that Corporation 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 conducted or in relation to any other matter arising in the course of such management.