 " mi no - of 1181 "--11111111"'~\1""-"'-- the dalmia dadri cement limited (acquisition and transfer of undertakings) bill, 1981 arrangement of clauses chapter i " preliminary cl'uses -,' 1 short title and commencement 2 definitions ~,  chapter ii acquisition and transfer of the undertakings of the company3 transfer to, and vesting in the central government of the undertakings of the company 4 general effect of vesting 5 central government or cement corporation not to be uable for prior liabluties 6 power of central government to direct vesting of the undertakings of the company in cement corporation  chapter iii payment of amounts7 payment of amount 8 payment of further amount  chapl'er ivmanagement, etc, of the undertakings of the company ", if 9 manageme'1t, etc, of the undertakings of the company 10 duty to d!'liver possession of the undertakings of the company and documents relating thereto 11 duty to furnish particulars  ~ -: i'  chapter v12 employment of certain employeee t9 epntinue, 13 provident fund and other ~n4s\j ~,:,--;- chapter vi commissjonb of pandntscrauses  i 14 appointment of commissioner of payments '' i }f,; ~~'ltry the central government to the commilsloner , 18 cerwri powent of the central government or cement corporai i~ 17 clah~ to be  made to the commissioner 18 priority of claims 19 examination of claims 20 admission or rejection of claims 21 disbursement of money by the commissioner to claimants  - <0> 'r 22 disbursement of amo'unts to the company 23 undisbursed or unclaimed amount to be deposited to the general revenue account , ,  chapter vii miscellaneous24 act to have overriding effect    25 contracts to cease to have ,e~~t: ~rje,s~'~d, j~y central government or cement corporation 26 protection of action taken in good faith 27 delegation of powers 28 penalties ,!  (1 j ~ '1  f i ) ", 2p- offences by co~panies 30 power to make rules 31 power to remove :du'lc,l,u,t~es the schedule to ti-le ;:,clln [j,,;)ri (;e!  c:t li:  itcj (,;e ~:j!sitili"l ann transfer gf undertaki~g~) dill, 1q81 l~ he!8~_int~~s:_ed in lok_sdbh:l 7 1 page 3, line 20,-$2£ ii govrl'ltle nt 1\ re ad "gove rl'ltle nt ti 2 page 6, line 32,-afte1:  tei'r"in~ted or" insert "until his remuneration and other - -conditions of s€rvice are duly altered" 3 - page 8 ,ii n e 5,-for "ensure" rend "entjjte" -nevv de u-i i , -  1"he'dalmta'd~rcement limrrm> '(a~d1t and transfer of undertakings) bill, 198f':  ato ~ tor  the acquisition' and tra1r8fer of the ",~kin,,: ""'til' the dalmia dadri cemnt limi'ted toith a 'view ·t9',eictlrit'ijint' ~ ~~~~s qj,'uc~ ~n~t;~~~ng • ~ ",_,~, b1'nerue • fia~erut of  t'j~ dmb~~j~y ~~r!1&jl t~ ~~~ ma,ufalfju'h, ~­tiofraaa"distrilmtion of c~t!4'4w4,v  ebenticttot4e ~ 01 the economy of the country and for m4tter, connected therewith or incidental thereto ~oi1951 yt-!,~,~rn'",,~;  !  '-':'jt:,  ~ '!:'!'-"u" :, ~ " , whe1l2as messrs dalmia dadri cement limited had been ~and in the; manufaetqre 'and' 'pioduetjod' of ~rtl8hd c~tf"an jttc{e~~~­tl9d1 in's firbt schedule to the idt!tiitrles '(dever,phleht' an:di~!" latlon) ,act, 1951; , 5 and wherilas an order has been made for the winding up at the company and proceedings for its liquidation are pending in the high court of punjab and haryanaj and whdi:as the undertakings of the company have not been fud;c-tiohirig'jinde rmeb, l88o; " i lacture, production and distribution of portland cement which is esaential to the needs of the economy of the country bj it enacted by parliament in the thirty-second year of the republic of india as follows:-5  chapter i preliminaby1 (1) this act may be called the dalmia dadri cement limited (a<"quisition and transfer of undertakings) act, 1981 (2) it shall come into force on such date as the central government short title and commeneement may, by notification in the official gazette, appoint 10 definition • z in this act, unless the context otherwi'se requires,-(a) "appoihted day'" means the date of commencement of this act; (b) "cement corporation" means the cement corporation of india, a company incorporated and registered und~ the companies is 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, and 20 1 of 1956 havingtts registered offi<:e at charkhi, dadri (haryana); (e) "notification" means a notification i;njbliahed in ,the otftcial gazette~, '  (f) "prescribed" means prescribed by rules made under this act; 25 (g) "specified date", in relation to any provision of this act, means such date as the central government may, by notification, specif)r for the purposes of that provision, and different dates may be sptclfted for diilerent provisions of this act;  (h) 'words and expressions used herein and not deftned but 30  deftned in the companies act, 19ss, shall have the meantnis, res-1 of 1956 p8eti,ely, assigned to them in that act '  chaprer iiacquisition and tilansl"br of the unddtakings of the company  ~<qj;l the apfointed day, the undertakings of the company, and the 35 ri~~,?i~le and jn~eret of the company in relation to its wadertalddp;· shall, by virtue of this ad, stand transferred to and vest in the central government " i ~: tranlfer to, and vestin, in, the central government althe undertajdn, of the company , f·:  :,,                                                                                                                                        '"                                                                                                              '                                                                                                                   '!                                                                                                                                                                                                                                                     : general effect of veltinl   ~ "(1) the undertakings of the company shall be deemed ,to 'in~ll1de all assets, rights, lease-holds, powers, authorities and privileges, and all 40 property, movable and  immovable, including lands, buildin  , work-shop!' sto~ instrllments, machinery azul                                                            equipment, cash baiaa  · "     ~   cash on hand, reserve funds, investments, book debts and all othel'   films and interests in', or arising out of, such property as were imine-  dieltely before the appointed day in the ownership, possession, power or   con\tolof the company, whether within or outside india, and all books s of 8ceount, registers and all other d~uments of whatever nature relating   thereto     (2) all properties as aforesaid which have vested in the central govemment under section 3 shall, by force of such vesting, be:freed and discharged from any trust, obligation,                                                           mortgage, charge, lien and j c all other incumbranct's affecting them, and any attachment, injunction,       cieueeor 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, j ~ lien lor other inte~st 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 mort-gagee of any property refened to in sub-section (3) or any other person holding any charge, lien or other interest in, or in relation to, any such 20 property shall be entitled to claim, in accordance with his rights and    intel'ests, payment of the mortgage money or other dues, in whole or    in part, 01,lt of the amount specified in section 7 and also out·'of the    amount determined under section 8, but no such mortgage, charge, 25 lien or other interest shall be enforceable against any property which    haa vested in the central govrnment                                                                                           ,         (5) a:i1y licence or other instrument granted to the company in    relation to any undertaking which has vested in the central govern-   mellt 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 30 after such day in accordance with its tenor in relation to, and for the     purposes of, such undertaking and on and from the day of vesting of    such undertaking under section 6 in the cement corporation, that cor-   porattonshall be deemed to be substituted in such licence or other instru-   ment as if such licence or other instrument had been granted to the 3s 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                                                                                                                                                                                           ,                                                                                             "                                                                                                 i       (6) if, on the appointed day, any suit, appeal or other proceeding of    whatever nature in relation to any property which has vested in the 40 central government, under section 3, instituted or preferred by or    against the company is pending, the same shall not abate, be disconti-   nued or be, in any way, prejudicially affected by reason ot the tranafer    of the undertakings of the company or of anything contained in this    act, but the suit, appeal or other proceeding may be continued, prose-4s cuted 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 (2) for the removal of doubts, it is hereby declared that,-(ci)"save as otherwise expressly provichki in this ~~n'cjl"m any -other: proylsion of thi$ act, no llabi4ty o~ the cqm~y  in r~~- 'of 'any -'pe'ciod frior to'the appointed day, shall be ~~ abfeagalnst' the' ceh'irai government, or, where the und~takia  10 of' ttle' coinpany 'are directeq unlier section 6 ~ vest in the ceiilejlt corporation, against 'that "corporation; (b) no award, decree or order of any court, tribunal oc other authority in relation to the' undertakfugs' of  theco~piny,"" ~ after the appointec'l day; in respect of any ~atter" claim or ~~~, 15 which arose before that day, shall be enforceable a~\ ,le ce~ttalgo"vemment, or, where the undertakings' of 'the c~j', ~~ dltected under section 6 to vest in the cement corporation,"'against that corporation; (c) no liability incurred by the compltny befor~ 'the ap~'thied ~o day, for the contravention of a provilii:on of' any l'aw fot'tne -t:ifxle be~ in force, ~hall be enforceable against the central' ,~ewii':' ment, or, where the undertakings of the company are dfrected'uhtre'ist:ction 6 to vest in the cement corporation, against that corpo1:a::" tion  , , • __ 4  25 6  (1) 'notwith5tand~ a~ything contairu!d in sections 3 and 4, the cen\ral 'gov~rrilnent may, subject t~s~ch terms and conditioos as it ma, think fit to impose, direct, by notification, that the undertakings of the compblly, anq the right, title and interest of the company in relation to its 'undertakings, which have vested in the central government 30 un~ersection 3, shall, ins~eadof continuing to vest in the centnl dovernment, vest in the cement corporation either on the date of the nolihcationor on such earlier or later date (not beinga date eamier than the' appointed· day) as may be specified in the notification power of central government to direct vesting of the undertakings of the companyin cement corporation (2) where the right, title and interest of the company, in relatloa'bs to its' undertakings, vest in the cement corporation under su1hlectlon ; 1 '' - (1), the cemerit corporation sball, on and from the date of such vestiftg, be' dt:emed to have become the owner in relation to such undertakings,' aiid' all the rights and liabilities of the central government ill relation to such undertakings shall, on and from the date of such vesting, be 40 c1~~~~d to have become the rights and liabilities of the cement corl'oration ~,  , chapter iii pa~enr 01 amot:tm'spayment of amount, 7 pot the'transfer to, and vt'!stlng'in, the centr1goveril~qt,i ~}45': ' sectlbn sot the undertaldnp 'of the compahy and' the rl&'ht, "tl~ iilia' iatemt ~f' the' com"wny in relatton "to its' tiiicjertaldhl,: there i iibdt'1eu i paid by the central gb~ernd1ent' to 'the 'company, in' cu1i; "aria' tb"th:e' i manner specifted in chapter vi, an amount of rupees ei,hty-four iakh& payment 01 further amount 8 (1) the mdount lpeculed in section 7 shall carry limple, in~est "'ithe irate 01 lour per' eeat per annum for the period coinmenctdg on tile, appointed day anti eiuilnr on the date on which" paym~t '~f meh amount ii made by the eeatral gowpnment to the cominfiiioner'" 5 (j) the amount determined bt aecortlance with the provillodl of iu~- etion <a) shall be paid by the central gevernment to the com~ pany in addition to the amount specified in sedion 't ' ' , (3), for the removal of doubts, it is hereby declared that the liabilities ol t~ company in relation to its' undertakings whi~h' have vested-in 10 the ct>lltral government under section 3, shall be' discluu~ged fro~ the a~t referred to in section 7, and also from the amount determfned under sub-section (1) in accordance with the r'ights and interests o1'~tbe creditors of the company '  chapl1er iv 15 managfment, etc, of the undertakings of thb company9 the general superintende1lce dir~on, control and management of the affairs an~ business of t,he ~o'dert~kings of the 90~~y, the right, title' and intere'st in relation to which have vested in the central management, etc, of the undertakinga9l~ com~ ~~~~j?~ent,1,l,n?er" ~ec~iol} 3, shall, where a direction hasheen pil~de ;by 20 tfi'e ,~~~t;8:ijtqvern~~nt"under sub-section (1) ,of section 6, v;~st in the cement corporation, and thereupon the cement corporation shall be entitl~d 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 25 ]0 (1) notwithstanding any: judgment, ~ecree or order of, any ~~>urt, duty to tribunal or other tluthorit:v or anything contained in any law for the deliver time being in foree, the official liquidator of the company or any other possession person, in whose possession or c'ustocly or under wnose control' the of the undertakundertakings of the company or any part thereof may' be, shall fo:things of the 30 with daliver possession of the undertakings of the company or any part ' company ~hereof to the central government, or where the undertakings of the and docu-company are vested' under section 6 in the cement corporation to that menta relating corporatiob ' r thereto (2) on the vesting of the management of the undertakings of the 35 company ill ~he ce~ent corpo'i',atlon, tp,e offi::-ial ijqpidator of  t,pe ::fi~~y~or"any' other persqn w?o q~1 on tne appoin~ ,day, jn ,his po~~~~~~n or cqs\ody pr under ~ls co~trol any books, d<>?~eptsor other p~~rs r,el,atil}g to, the under:t~l$:ings of the coijlpajlylmmedja~ before' su~h vesting c,r app?intment, shall be bound to deliver tile ~d 40 b(lfft~,' aocym~nis·or othe~ p'w~r~ to ~he cement c~~ratiop ,or ~o, sw~h j!e!¥~~ as: tp~' ,cr~iitral· govern,ment or the, cement corporation, as ~he ease may be, may specify in this behalf (3) the central government may take or cause to be taken all nec;s~wy,:~~ tpl'  sec\uing possession of the 'ulldertakings which have 45 ve~~ja it,~4w cloctioll 3 (4) the central government may issue such direction as it ida, deem desi'l'8ble in the circumstances of the case to the cement ·corpora tion and that corporation, may also, if it is considered necessary '10 to do, apply to the central government at any time for instru::tions as to the manner in which the management of the undertakings of the com-s pany shall be conducted or in relation to any other matter aribing in the course of such management duty to furn1ah particulars 11 (1) the company shall, within such period as the central government may allow in this behalf, furnish to that government or to the cement corporation a complete inventory of all the properties and 10 assets of the company as on the appointed day pertaining to the undertakings which have vested in the central government or the cement corpo'l"ation, as the case may be (2) &> much of the obligation of the company under sub-section (1) as relates to the properties and assets of the company in the possession, j 5 custody or control of the official t,iquidator of the company shall be discharged by him  chapter v provisions relating to the employees of the companyn (1) everv person who has been immediately before the appointed 20 day employed in any of the undertakings of the company shall become,-(4) on and from the appointed day, an employee of the central government; and employmentot certain employees to eontinue (b) where the undertakings of the company are directed under sub-se'1:ion (1) of section 6, to vest in the cement corporation, an !:l5 employee of that corporation on and from the date of such vesting, and shall hold office or service under the central government or the cement corporation, as the case mav be, with tl,e same rl~bts and privilel!e!; as to 1)en~on ill"atuitv and other' matters a'j would have been adm'issible to hi'm if there" had been no su~'h ve9tine' and shllll continue 30 to do so unless and '11 '1 til his emplovrnent under the central government or the cement corporation as the care may be is dulv terminated or by the central government or the cement corporation as the case may be  , , ~-,- --4, (~) notwithstanrlinrl anvth;na cnntl\ined in the industrial disootes art 1947 or in anv othf"t' law for th  time being in force the transfer 35 14 of of the servicec; of nnv offit!er or other oerson pmoloved in anv undertakin~ of the comnanv to thp central govemmpnt or the cement corpo-ratfon shalt not entitle such officer or nther pmnlovf'e to anv c'omdenslltion under tl,is act or under an" other law for the time beinq in for--e and no !luch claim shall be entertained by rny cou'l't, tribunal 01' other 40 authority (~) where 'undpr t'hp tf>y'mcl of anv ~1l"b-act rtf rervfee or otherwise anv pprson whose !'lervices hernme transfe~ to the central government or the cement cgrporatton by r~ason of the prnytl0nl of thtll "actit is entitled to any arrears of salary or wages·· or any payments· for any lepve not availed ot or any other payment, not being payment by· way of gratuity or pension, such person may enforce his claim ·again8t the company, but not against the central government or the cement 5 corporation provident tundand other 'funcu 13 (1) where the company has established a provident fund, bu!x'rannuation fund, welfare fund or any other fund for the benefit of the persons eml>loyed in any of the undertakings of the company, the monies relatable to the officers or other employees whose services have 10 become transfen-ed, by or under this act, to the central govemment or the cement corporation, shall, out of the monies standing, on the anpointed day to the credit of such provident fund, superamrlolation fund, welfare fund or other fund, stand transferred to, and vest in the central government or the cement corporation, as the case may be 15 (2) the monies which stand transferred under sub-'3ection (1) to the c~ntral government or the cement corporation, as the case may be, shall be dealt with by that government or that corporation in such manner as may be prescribed  chapter vi 20 commissioner of payments14 (1) the <;entral government shall for thp purpose of disbursing' the amounts payable to the company under section 7 and section 8, by notjfjcation, appoint a commissioner of payme~ts appofntmentot commisaionerof payment  f;)) the central government may apooint suoo other 1)e1sods as it 25 may think fit to allsist the commissione, and thereupon the commi"l!lioner ""3;\' authorise one 01" more of such llersods also to pxf!rcise au or any of the powers exercisable bv him under this act and different persons may be rlltborised to exc"cise different powers (1) anv person authorispd bv the commi~sioner to exercise any 30 of the powprs excrcisable by the commissioner may exercise those llowers in the same manner and with the !lame effect as if thttv have been conferred on that person directly by this act and, not by way of authorisation (4) the salaries and allowances of the commissionet' and other 35 persons appointed under thjs section shall be defrayed out of the consolidated fund of india 15 (1) the central government shall, within thirty days, from the specified date, pay, in cash, to the commissioner, for the payment to the comp~ny,-i (a) an amount equal to the amount specified in section 7, and (b) an amount equal to the amount payable to the company under section 8  i payment by the central government to the cojdjdj-sloner ~;:w (2) a deposit account shall be opened by the central government in m favour of the commissioner in the public account of india, and every 45 amount paid under this act to the commissioner shall be deposited: by  ~ him to the credit (·f the said deposit account and the said deposit lqcount 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 (4) the interest accruing on the amount standing to the credit of the deposit account referred to in sub-section (2) shall ensure to the 5 benefit of the company 16 (1) the central government or the cement corporation, as the case may be, shall be entitled to receive 'up to the specified date, to the exclusion of all other persons, any money due to the company, in rebtion to its undertakings which have vested in the central govem- 10 ment or the cement corporation, and realised after the appointed day, notwithstanding that the realisation pertains to a period prior to the app(li~ted day certain powers of the central govemmentor cement corporation (2) the central government or the cement corporation, as the case may be, may make a claim ~') the commissioner with regard to 15 every paym~t mrde by it after the appointed day for dis('harging anv liability of th(' company in relatio1 to any period prior to the appointed day; and every such claim shall have priority in accordance with the priorities attaching, under this act to the matter in re1ation to which such liability has been discharged by the central government or the 20 cement corporation (3) save as otherwise provided in this act, the liabilities of the company in respect of any transa"tion prior to the appointed day, which have not b~n di!';c"harged on or before the !';pecifieo date, shall be' thr liabilities of thf!' company 25 17 evf!'ry person having a claim against the company sltnll prefer such claim before t"he commis'3ioner within th'irty days from the specified date: i claims to be made to the commis_ sioner provided that if the commissioner is satisfied that the claimant wac; prpvented by ~ufficient cause from preff'mng- the rl:jim within the said 30 period (if thirty days, he m~y entertain the claim within il further period of thirty days and not thereafter priority ofcjaims claims arising out of the matters specified in the &hedule priorities in accordance with the following principles, 18 the shall have namely:-35 (a) category! !';hal1 have precedence over all other categories and category u !'lhall have precedence over category m, and so on; (0) the clnims 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 pro?ortions ann be 40 paid accordingly; and  (c) the question of discharging any liability with regard to a matter specified in a lower cate~ory shall arise only if a surplus is left after meeting all the liabilities ~fiect in the immediately higher category i, 19(1) on receipt of the claims made under section 17, the commij-examina-noner shall arrange the claims in the order of p,rioritiea specified in the tion of ~he<1ule and examine the same in accordance with such order of clal'ms priorities a ~2) if, on examination of the claims, the commissioner is of opinion that tne amount paid to him under thls act is not sufficient to meet the liabilities specified in any lower cateiory, he shall not be reqwred to examllle the claims in respect of such lower category 20 (1) after examining the claims with reference to the priorities set r 0 out in the schedule, the conurussloner shall bx a certain date on or belore wruch every claunant shall hie tile proof of his claun admlision or rejecifbn  of cial1ns l~) not less than lourtct:n days' notice of the date so fixed shall be givt!n ljy advertisement in one issue of any daily newspaper in the l£nghsh language llclvmg clrcula1lon in the major part of the country anti one issue or any dally newspaper in such regional language as the 15 commissioner may consider suitable, and every such notice shall clll upon the claimant to tile lhe pl'ool of hls claim with the commissioner within llle pellod sl'ecilied m the advertisement (3) every claimant who fails to file the proof of his claim within the tinu;; specllled by tnc colrumssloner shall be excluded from the disltoli'se-20 ments made by the comnllssloner (4) the commissioner shall, after such investigation as may, in his opilllon, be necessaty and alter giving the company an opportunity ot re1uting the claim and after givmg the claimant a reasonable opportunity uf being heard, by oraer in writing, admit or reject the claim 2:> in whole or in part 5 of 1908 (5) the commissioner shall have the power to regulate his own procedure in all matters arising out of the discharge of his functions, mcludmg the place ur places at which he may hold his sittings and shall, lor the purpose of making an investigation under this act, have the 30 same powers as are vested in a civil court under the code of civil procedure, 1901:1, while trying a suit, in respect of the following matters, namely:-(a) the summoning and enforcing the attendance of any wunesa and examining him on oath; 35 (b) the discovery and production of any document or other material object producible as evidence; (c) the rereption of evidence on affidavits; (d) the issuing of any commission for the examination of witnesses 40 45 of 1800 (6) any investigation before the commissioner shall be deemed to be a judicial proceeding within the meaning of sections 193 and 228 of the indian penal code and the commissioner shall be deemed to be a civil cow·t ror the purposes of section 195 and chapter xxvi of the code of 45 criminal procedure, 1973 2 of 197" 17)' a t:litin8nt, who is dissatisfied with the decision o(tke ·commii   , smner, 'may prefer an appeal against the decision to the i?rincipal civil cburt"of'ongma,l jurisdction within the local limits of whose jurisdiction the registered office of the company is situated:  -ptbvli:ied"that where a person who is a jud·ge of a high court is 5  appointed 'to be the commissioner' the appeal shall1ie to tht!high court 'or 'punjab -and 'haryana and such appeal shall be heard and ctisposed· of by dol less than two judges of that high court 21 after admitting a claim wlder this act, the amount due in respect at such claim shall be paid by the commissioner to the person or persons ) 0 to whom such amount is due, and, on such payment, the liability of the company in respect of any claim relating to the undertakings of the company shall stand discharged l>jpuraement of -moiieyby the cominissioner to claimants ''2% • (1) if, out of the monies paid to him in relation to the undertakings of 'the company, there is a balance left after meeting the liabilities as ) 5 ~ec11ied in the schedule, the commissioner shall disburse such balance to the company disbursement of amounts to the company (2) where the possession of any machinery, equipment or other property, has vested in the central government or the cement corporation under this act, but such machinery, equipment or other propeny does 20 not belong to the com;?any, it shall be lawful for the central government or the cement corporation to continue to possess such machinery or equipment or other property on the same terms and conditions under which it was possessed by the company immediately before the appointed day 25 23 any money paid to the commissioner which rema~n\) undisbursed or unclaimed on the date immediately preceding the date on which the oj:lice of the commissioner is finally wound up, shall be transferred by the commissioner, before his office is finally wound up to the general revenue account of the central government; but a claim to any money 30 so transferred may be preferred to the central government by the person entiued to such payment and shall be dealt with as if such transfer had not been made, and the order, if any, for payment of the claim, being treated as an order for the refund of revenue undisbursed or unclaimed amount to be deposited to the general revenue account  chaprer vii 35 mlscellaneousact to have overriding eftect '·24 the provisions of this act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force or in any instrument having effect by v;rtue of any law, other thad-this act, or in any decree or order of any court,· tribunal or 40 other authority 25 evel'y contract entered into by the company in rtion to ita contracts ~uaertakidgli, w lllcil has vested in the llentral (jovemment unaer section to cease  , for any tjervlce, sale 01' sllpp1y anq id torce immediately before the to have ~pujn1eu qiily, snall, on anq irom tne explry ot one h1lllcued -and eighty effect unaa ~~ 5 ys u'om iue appoidled aay, cease to h~ve elfect wuea r8tlch,contract fled by ls, ljejoct: tne expu'y 01 tnal penod, ratlfied, in writing, by the central central -liovefhmeht or ~ue lement lorporatlon,wlieresuch untcettaltings have govern lji:!en -vested in that cotp01"'cition under thls act, and hi rat1f11ttg 1uch con- ment or ttact,'ttie cehtralgovernment or'the cement t:orporation dlaymake such cement alteration or mbcutlcauon therem as it iilay think fit: tc:orpora-10 ion provic1ed that the central government or the cement cor;joration snau not omlt to rallty a contract and snall not make any alteration or nlocu1lcalion in a contract-(a) unless it is satisfied that such contract is unduly onerous or has been entered into in bad faith or is detrimental to the interests ot the cemra! government or the cement corp0ration, and (b) excepl after giving to the partie; to the contract a reasonable o'?purtumty of bemg neard and except after recording in writing its reasons for refusal to ratlfy the contract or for making any alteration or modification therein 20 u '(1) no suit, prcjsecution or other legal proceeding shall lie against protection the central government or any othl:er or other employee of that gov- of action tlfnn&ent or the cement corporation or other person authorised by that taken in liovernment or corporation tor anythmg whicn is in good faith done or good faith mtt:llded to be done under thls act 25 (2) no suit or ottler legal proceeding shall lie against the central government or any ollicer or otn~r employee of that government or the cement corporatlon or other person authorised by that government or corporation lor ally damage caused or llkely to be caused by anything which is in good tallh done or intended to be done 30 27 (1) the central government may, by notification, direct 'that all or any 01 tile ~owers exercisable by 'it under this act, other than the powers t~eleofga· ' als b cised ion conferred by this section, section 30 and sectlon :n, may 0 e exer powers uy buen pe£son or persons as may be specified in the notification (2) whenever any delegation of power is made under sub-section (1), 35 the person to whom such power has been c\elegated shall act under the direction, control and supervision of the central government 28 any person who,-''''- 'mat- 1  1 ' t :(~)··having in his possession, custlluy or 'con~ro any proper y ties  'lutlning part of any undertakings of the company, wrongfully with-40 holds such property from the central government or the 'cement corporation; or (b) wrongfully obtains possession of, or retains, ~  property forming part of, the undertakings of the company; or' (c) wilfully withholds or fails to iurnish to the central government or the cement corporation or to any persoil or body of persons speclfied by tnat uovernment or ule la!ment corppration, mil the case may be, any document or inventory relatmg to the undertalungs of tne company, willcn may be in his possesslon, custody or 5 control; or (d) fails to deliver to the cemral government or the cement corporatlon or to any person or body 01 persons specified by that government or the cement corporation, any assets, books of account, reglsterli or other documents in his possesslon, custody or control, re- 10 1  ~ln~ ~o tne ullclertaltmgs of the (;ompanyi or \e) wrongfully removes or destroys any property forming part 01 the undertakings of the company; or (f) prefers any claim under this act which he knows or has reasonaule cause to believe to be 1alse or grossly inaccurate, l:ihaij be punishable with imprisonment for a term which may extend to two years, or with 1ine whlch may extend to ten thousancl rupees, ol' whn both offences bycom_ panies ~~ (1) where an offence under this act has been committed by a colupany, every person wno, at the wme the oitence was committed, was '0 in cnarge of, and was responsible to, the company, for the conduct of the business of the company, as weh as the company, shah be deemed to be ~umy of the otience and shau be liable to be proceeded agairu;t and ;iuulsned accordingly: provided that nothing contained in this sub-section shall render any 25 such person hable to any punishment, if he proves that the offence was commilted without his knowledge or that he had exercised all due diligence to prevent the commisliion of such offence (~) notwithstanding anything contained in sub-section (1), where any ohence under this act has been committed by a company and it is 30 proved that the offence has been committecl 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 35 1:xplanation-for the purposes of this section,-(a) "'company" means any body corporate and includes a firm or other association of individualsi (b) "director", in relation to a firm, means a partner in tbe firm 30 (1) the central government may, by notification, make rules for 40 carrying out the provisions of tbis act  power temake rules (2) in particular, and without prejucuce 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 45 &eetion 4i (b) the manner in which the monies in any provident fund or other fund uncler section 13 shall be dealt with; (c) any other matter which is required to be, or may be, prescribed 5 (3) every rule made by the central government under this act shall be laid" as boon as may be after it is made, before each house of parlla ment, while it is in session, for a total geriod of thirty days whieh may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or 10 the succe9sive 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 thereafter 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 without prejudice to the validity of any-15 thing previously done under that rule 31, if any 'difficulty arises in giving effect to the provisions of this act p to  ower the central government may, by order, not inconsistent with the provi- remc,ve sions of this act, remove the difficulty: difticultiel 20 provined that no such order shall be made after the expiry of a pd'iod of two years from the appointed day orqllr -or pbiokltxe8· for 'l'hb dls,charge or liuurnes or thecompant·, cat,gary 1-(a) wage51 sa1dries and oth~r dues payable to the emplqyees of the cqmp~y 5 (b) deductioi"8 made from the salaries and wages of the employees for provident fund, esi contribution, premium relafng to lic or for any other purp0t3es (c) arrears in relation to contributions to be made by the company to the provident fund and under esi act 1948 and also under 10 any other law for the time being in for~ providing for such contributions cntpgory 11-principal amount of loans advanced by-(i) central government; (ii) state government; (ih) banks and financial institutions; (iv) any other sources (;ategory iii-(a) any credits availed of by the company for the purpose of 20 carrying on any trading or manufacturing operations (b) any dues of state electricity boards or other government or semi-government institutions against supply of goods or services 25 (e) arrears of interest on loans and advances category iv-(a) revenue, taxes, ceases, rates or other dues to central government, state government and local authorfties (b) any other dues statement of objects and reasons the unsatisfactory state of functioning of messrs dalmia dadri cement limited, one of the cement factories in the country, located at charkhi dadri (haryana) with a licensed capacity of 239 lakh tonnes of cement per annum has been engaging the attention of the central government due to financial difficulties result'ng from mis-management, the company had closed down pj"cducti9n in 1975 as a result of the efforts made towards the rehabilitation of the company by the state government, central government and financial institutions, the company restarted its production in december, 1975 the performance of the company had, however, not been satisfactory and an investigation under the provisions of the industries (development and regulation) act was carried out the investigation committee had commented adversely on the function'ng of this cement factory due to acute financial crisis, the management of this company had closed down the factory on 18th march, 1980 and the factory has been lying closed since then 2 the factory has been located in a deficit area and its closure has aggravated the shortage of cement in this area the factory had employed a total of about 1600 persons at the time of its closure in march, 1980 and the management had terminated the services of these employees without giv:ng them any retrenchment benefits the state government of haryana has been continuously urging the government of india to take over this factory in view of the fact that a large number of employees will be thrown out of employment, if the fadory is permanently closed down the state government of haryana ha'3 indicated that owing to financial constraints and lack of technical expertise, the state govern· ment is not in a positron to take over this cement factory for restarting and running it 3 the viability of the factory on its restart has been assessed and in the interest of restarting production of cement and also to provide employment to the workers, the central government had decided that it would be in the public interest to acquire the cement factory of this company and to transfer it to the cement corporatioj;l of india which is a public sector undertaking engaged in the manufacture and sale of cement 4 the bill seeks to give effect to the above object new delhi; charanjit chanana tlj'? ?3rd april, 1981 president's hecommendation under article 117 of the constitution of india [copy of letter no 9-23/'bi-cem, dated the 24th april, 1981 from shri charanjit chanana, minister of state in the ministry of industry to the- secretary, lok sabha] the president, having been informed of the subject matter of th~ hill to provide for acquisition & transfer of undertakings of dalmla dadrl cement limited with a view to securing the proper management of such undertakings so as to subserve the interest of the public by ensuring continued manufacture, production and distribution of cement which is an essential item to the economy of the country and for matters connected therewith or incidental thereto, recommends under clause~ (1~ am! (3) of article 117 of the constitution, the introduction of the said bill in and itr consideration by lok sabha 'clause 7 of the bill provides for the payment in cash and ill the manner specified in chapter vi of the bill an amount of as 8487 lakbs for v~ttng in the central government the right, title and interest of dalmta daati cement company ltd in relation to its cement unit clause 8 of the bill provides for the payment of simple interest ~ per cent per annum for the period beginnin'g from the day on which the act comes into force and ending on the day on which payment of such amount is made by the central government to the commissioner of payments it is estimated that the interest payment in term6 of the provisions of clause 8 is likely to be of the order of about twenty-eight thousand rupees per month clause 14 of the bill provides for appointment of commissioner of payments by the government with adequate staff to assist him for the purpose of disbursement of the amount payable by the government the salary and allowances of the commi6sioner of payments and its staff and expenditure on office and establishment will be defrayed from out of the consolidated fund of india the estimated expenditure on this account is likely to be of the order of fifteen thousand rupees per month a~ :> number of workers in the cement factory have crossed the age of superannuation and such workers may have to be retired after payment of terminal benefits a provision of rupees forty lakhs will have to be made outside the provisions of this bill for making these payments the cement factory, on its vesting with the central government, would require immediate repairs and renovation this is likely to take about e· ght to nine months during that period, the estimated expenditure in respect of the salaries and wages of the employees is likely to be of the order of rupees forty-five lakhs on an application filed by the cement controller for winding up of this company, the high court of punjab and haryana, chandigarh had appointed a provisional liquidator and a sum of rupees five lakhs has been given to him for defraying the cost of maintenance of the skeleton staff and for other incidental expenses this amount paid as a loan to the provisional liqu'dator will have to be paid to the cement regulation a~count in order to commission the cement factory after rehabfiitatioh and for carrying out repairs, an amount of rupees two hundred and ftfty laldzs has been estimated by the cement corporation of india the working capital required ia of rupee& one hundred and tbfrty ntne llkhs as ettimsted by the cement corporation of 1n&8  memorandum regarding delegated legislationclause 30 of the bill empowers the central government to make rules for carrying out the provisions of the bill and those relate to-(a) the time withir which and the manner in which an intimation shall be given to the commissioner of payments under clause 17; (b) the manner in which the monies in any provident fund and other fund referred to in section 13 shall be dealt with; or (c) any other matter which is required to be or may be prescribed the matters in respect of which such rules may be made are matters of detail and procedure anrl the delegation of legislative power is, therefore, of b normal character 2 clause 31 of the bill empowers the central government to make an order not inconsistent with the provisions of the bill to remove any 'difficulty in giving effect to the provisions of the bill and no !luch order shall be made after the expiry of a period of two years from the appointed day as all the problems which may arise cannot be envisaged at this stage, this provision has been made by way of abundant caution the de:legation of legislahve power under the aforesaid provision relates to matters of detail and as such the delegation is of a normal character  a billto provide for the acquisition and transfer of the undertakings of the dalmia dadri cement limited with a view to securing the proper m:magement 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 ann for matters connected therewith or incidental thereto , -, (shri charan;it ch4ft4n4, minister ~ state in the ministry of industry) 