THE DALMIA DADRI CEMENT LIMITED (ACQUISITION AND TRANSFER OF 
UNDERTAKINGS) ACT, 1981 
_________ 

ARRANGEMENT OF SECTIONS 
  __________ 

SECTIONS 

1.  Short title and commencement. 
2.  Definitions. 

CHAPTER I 
PRELIMINARY 

CHAPTER II 

ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY 

3.  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 liable for prior liabilities. 
6.  Power of Central Government to direct vesting of the undertakings of the Company in Cement 

Corporation. 

7.  Payment of amount. 
8.  Payment of further amount. 

CHAPTER III 
PAYMENT OF AMOUNTS 

CHAPTER IV 
MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY 

9.  Management, etc., of the undertakings of the Company. 
10.  Duty to deliver possession of the undertakings of the Company and documents relating           

thereto. 

11.  Duty to furnish particulars. 

CHAPTER V 
PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY 

12.  Employment of certain employees to continue. 
13.  Provident fund and other funds. 

CHAPTER VI 
COMMISSIONER OF PAYMENTS 

14.  Appointment of Commissioner of Payments. 
15.  Payment by the Central Government to the Commissioner. 
16.  Certain powers of the Central Government or Cement Corporation. 
17.  Claims 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. 
22.  Disbursement of amounts to the Company. 
23.  Undisbursed or unclaimed amount to be deposited to the general revenue account. 

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CHAPTER VII 

MISCELLANEOUS 

SECTIONS 

24.  Act to have overriding effect. 
25.  Contracts to cease to have effect unless ratified by Central Government or Cement      

Corporation. 

26.  Protection of action taken in good faith. 
27.  Delegation of Powers. 
28.  Penalties. 
29.  Offences by companies. 
30.  Power to make rules. 
31.  Power to remove difficulties. 
32.  Repeal and saving. 
THE SCHEDULE 

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

ACT NO. 31 OF 1981 

[15th September, 1981.] 

An  Act  to  provide  for  the  acquisition  and  transfer  of  the  undertakings  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 undertakings of the Company have not been functioning since March, 1980; 

AND  WHEREAS  it  is  necessary  to  acquire  the  undertakings  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 
PRELIMINARY 

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. 

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

(a)  “appointed day” means the 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  provision  of   this  Act,  means  such  date  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 
ACQUISITION AND TRANSFER OF THE UNDERTAKINGS OF THE COMPANY 

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. 

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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 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, 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 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 day of vesting of such 
undertaking  under  section  6  in  the  Cement  Corporation,  that  Corporation  shall  be  deemed  to  be 
substituted in such licence or other instrument as if such licence 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  way,  
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. 

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  are  directed  under  section  6  to  vest  in  the  Cement  Corporation, 
against that Corporation; 

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(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. 

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 

PAYMENT OF AMOUNTS 

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. 

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 (1) in accordance 
with the rights and interests of the creditors of the Company. 

CHAPTER IV 

MANAGEMENT, ETC., OF THE UNDERTAKINGS OF THE COMPANY 

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           
sub-section  (1)  of  section  6,  if  such  disposal  of  the  assets  is  considered  necessary  by  the  Cement 
Corporation due to legal or financial considerations]. 

1. Subs. by Act 3 of 2007, s. 2, for “do in relation to its undertakings” (w.e.f. 29-12-2006). 

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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  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. 

11.  Duty  to  furnish  particulars.—(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 assets of the Company as on the appointed day pertaining to 
the undertakings which have  vested in the Central Government or the Cement Corporation, as the case 
may be. 

(2) So much of the obligation of the Company, under sub-section (1) as relates to the properties and 
assets  of the  Company  in  the  possession,  custody  or  control  of the  Official  Liquidator  of  the  Company 
shall be discharged by him. 

CHAPTER V 
PROVISIONS RELATING TO THE EMPLOYEES OF THE COMPANY 

12. Employment of certain employees to continue.—(1) Every person who has been, immediately 

before the appointed day, employed in any of the undertakings of the Company shall become,— 

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

(b)  where the undertakings of  the Company are directed under sub-section (1) of section 6, to 
vest  in  the  Cement  Corporation,  an  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 
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  no  such   vesting  and  shall  continue  to  do  so  unless  and  until  his 
employment  under  the  Central  Government  or  the  Cement  Corporation,  as  the  case  may  be,  is  duly 
terminated  or  until  his  remuneration  and  other  conditions  of  service  are  duly  altered  by  the  Central 
Government or the Cement Corporation, as the case may be. 

(2)  Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947), or in any 
other law for the time being in force, the transfer of the services of any officer or other person employed 
in  any  undertaking  of  the  Company  to  the  Central  Government  or  the  Cement  Corporation  shall  not 
entitle such officer or other employee to any compensation under this Act or under any other law for the 
time being in force and no such claim shall be entertained by any court, tribunal or other authority. 

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(3)   Where,  under  the  terms  of  any  contract  of  service  or  otherwise,  any  person,  whose  services 
become transferred to the Central Government or the Cement Corporation by reason of  the provisions of 
this Act, is entitled to any arrears of salary or wages or any payments for any leave not availed of or any 
other  payment,  not  being  payment  by  way  of  gratuity  or  pension,  such  person  may  enforce  his  claim 
against the  Company, but not against the Central Government or the Cement Corporation. 

13.  Provident  fund  and  other  funds.—(1)  Where  the  Company  has  established  a  provided  fund, 
superannuation fund, welfare fund or any other fund for the benefit of the persons employed in any of the 
undertakings  of  the  Company,  the  monies  relatable  to  the  officers  or  other  employees,  whose  services 
have  become  transferred,  by  or  under  this  Act,  to  the  Central  Government  or  the  Cement  Corporation, 
shall,  out  of  the  monies  standing,  on  the  appointed  day,  to  the  credit  of  such  provident  fund, 
superannuation fund, welfare fund or other fund, stand transferred to, and vest in, the Central Government 
or the Cement Corporation, as the case may be. 

(2) The  monies  which  stand  transferred  under  sub-section  (1)  to  the  Central  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 

COMMISSIONER OF PAYMENTS 

14.  Appointment  of  Commissioner  of  Payments.—(1)  The  Central  Government  shall,  for  the 
purpose of disbursing the amounts payable to the Company under section 7 and section 8, by notification, 
appoint a Commissioner of Payments. 

(2)  The  Central  Government  may  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  under  this  Act  and  different  persons  may  be 
authorised to exercise different powers. 

(3)  Any  person  authorised  by  the  Commissioner  to  exercise  any  of  the  powers  exercisable  by  the 
Commissioner may exercise those powers in the same manner and with the same effect as if they have 
been conferred on that person directly by this Act and not by way of authorisation. 

(4) The salaries and allowances of the Commissioner and other persons appointed under this section 

shall be defrayed out of the Consolidated Fund of India. 

15.  Payment  by  the  Central  Government  to  the  Commissioner.—(1)  The  Central  Government 
shall, within thirty days from the 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) an amount equal to the amount payable to the Company under section 8. 

(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 the 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. 

(4) 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. 

16.  Certain  powers  of  the  Central  Government  or  Cement  Corporation.—(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  relation  to  its 
undertakings which have vested in the Central Government or the Cement Corporation and realised after 
the appointed day, notwithstanding that the realisation pertains to a period prior to the appointed day. 

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(2)  The Central Government or the Cement Corporation, as the ease 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 priority 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 the Cement Corporation. 

(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 been discharged on or before the specified date, shall be the 
liabilities of the Company. 

17. Claims to be made to the Commissioner.—Every person having a claim against the Company 

shall prefer such claim before the Commissioner within thirty days from the specified date: 

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 days and not thereafter. 

18. Priority of claims.—The claims arising out of the matters specified in the Schedule shall have 

priorities in accordance with the following principles, namely:— 

(a) Category  I  shall  have  precedence  over  all  other  categories  and  Category  II  shall  have 

precedence over Category III, and so on; 

(b) 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 meeting all the liabilities specified in the immediately higher 
category. 

19. Examination of claims.—(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.  Admission  or  rejection  of  claims.—(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. 

(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  daily  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  time  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 and 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 in all matters arising out 
of the discharge of his functions, including the place or places at which he may hold his sittings and shall, 
for the purpose of making an investigation under this Act, have the same powers as are vested in a civil 
court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following 
matters, namely:— 

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

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(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. 

(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 (45 of 1860) and the Commissioner shall 
be deemed to be a civil court for the purposes of section 195 and Chapter XXVI of the Code of Criminal  
Procedure, 1973 ( 2 of 1974 ). 

(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 is a Judge of a High Court is appointed to be the Commissioner, 
the appeal shall lie to the High Court of Punjab and Haryana and such appeal shall be heard and disposed 
of by not less than two Judges of that High Court. 

21.  Disbursement  of  money  by  the  Commissioner  to  claimants.—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 such payment, the liability of the Company in respect of 
any claim relating to the undertakings of the Company shall stand discharged. 

22. Disbursement of amounts to the Company.—(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 specified in the 
Schedule, the Commissioner shall disburse such balance 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 property 
does not belong to the Company, 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. 

23.  Undisbursed  or  unclaimed  amount  to  be  deposited  to  the  general  revenue  account.—Any 
money  paid  to  the  Commissioner  which  remains  undisbursed  or  unclaimed  on  the  date  immediately 
preceding the date on which the office 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 so transferred may be preferred to the Central Government by the 
person  entitled to  such  payment  and  shall  be dealt  with  as  if  such transfer  had not  been  made,  and  the 
order, in any, for payment of the claim, being treated as an order for the refund of revenue. 

CHAPTER VII 

MISCELLANEOUS 

24.  Act  to  have  overriding  effect.—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 virtue of any law, other than this Act, or in any decree or order of any court, tribunal or 
other authority. 

25.  Contracts  to  cease  to  have  effect  unless  ratified  by  Central  Government  or  Cement      

Corporation.—Every  contract  entered  into  by  the  Company  in  relation  to  its  undertakings,  which  has 
vested  in  the  Central  Government  under  section  3,  for  any  service,  sale  or  supply  and  in  force 
immediately before the appointed day, shall, on and from the expiry of one hundred and eighty days from 
the appointed day, cease to have effect unless such contract is, before the expiry of that period, ratified, in 
writing,  by  the  Central  Government  or  the  Cement  Corporation,  where  such  undertakings  have  been 
vested in that Corporation under this Act, and in ratifying such contract, the Central Government or the 
Cement Corporation may make such alteration or modification therein as it may think fit: 

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Provided that the Central Government or the Cement Corporation shall not omit to ratify contract and 

shall not make any alteration or modification 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 of the Central Government or the Cement Corporation, and 

(b) except after giving to the parties to the contract a reasonable opportunity of being heard and 
except  after  recording  in  writing  its  reasons  for  refusal  to  ratify  the  contract  or  for  making  any 
alteration or modification therein. 

26.  Protection  of  action  taken  in  good  faith.—(1)  No  suit,  prosecution  or  other  legal  proceeding 
shall  lie  against  the  Central  Government or  any  officer  or  other  employee  of  that  Government  or  the 
Cement Corporation or other person authorised by that Government or Corporation for anything which is 
in good faith done or intended to be done under this Act. 

(2) No suit or other legal proceeding shall lie against the Central Government  or any officer or other 
employee of that Government or the Cement Corporation  or other person authorised by that Government 
or Corporation for any damage caused or likely to be caused by anything which is in good faith done or 
intended  to be done. 

27. Delegation of Powers.—(1) The Central Government may, by notification, direct that all or any 
of the powers exercisable by it under this Act, other than the powers conferred by this section, section 30 
and section 31, may also be exercised by such person or persons as may be specified in the notification. 

(2) Whenever any delegation of power is made under sub-section (1), the person to whom such power 

has been delegated shall act under the direction, control and supervision of the Central Government. 

28. Penalties.—Any person who,— 

(a) having in his possession, custody or control any property forming part of any undertakings of 
the  Company,  wrongfully  withholds  such  property  from  the  Central  Government  or  the  Cement 
Corporation; or 

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

the Company; or 

(c) wilfully withholds or fails to furnish to the Central Government or the Cement Corporation or 
to  any  person  or  body  of  persons  specified  by  that  Government  or  the  Cement  Corporation,  as  the 
case may be, any document or inventory relating to the undertakings of the Company, which may be 
in his possession, custody or control; or 

(d) fails to deliver to the Central Government or the Cement Corporation or to any person or body 
of  persons specified  by  that  Government  or  the  Cement  Corporation,  any  assets,  books  of  account, 
registers or other documents in his possession, custody or 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 

(f) prefers any claim under this Act which he knows or has reasonable cause to believe to be false 

or grossly inaccurate, 

shall be punishable with imprisonment for a term which may extend to two years, or with fine which may 
extend to ten thousand rupees, or with both. 

29.  Offences  by  companies.—(1)  Where  an  offence  under  this  Act  has  been  committed  by  a 
company,  every  person  who,  at  the  time  the  offence  was  committed,  was  in  charge  of,  and  was 
responsible  to,  the  company,  for  the  conduct  of the  business  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 
accordingly: 

Provided  that  nothing  contained  in  this  sub-section  shall  render  any  such  person  liable  to  any 
punishment, if he proves that the offence was committed without his knowledge or that he had exercised 
all due diligence to prevent the commission of such offence. 

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(2) Notwithstanding anything contained in sub-section (1), where any offence under this Act has been 
committed  by  a  company  and  it  is  proved  that  the  offence  has  been  committed  with  the  consent  or 
connivance of, or is 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; 

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

30.  Power  to  make  rules.—(1)  The  Central  Government  may,  by  notification,  make  rules  for 

carrying out the provisions of this Act. 

(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 Parliament, while it is in session, for a total period of thirty  days which 
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  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 
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 anything previously done 
under that rule. 

31. Power to remove difficulties.—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: 

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

day. 

32.  Repeal  and  saving.—(1)  The  Dalmia  Dadri  Cement  Limited  (Acquisition  and  Transfer  of 

Undertakings) Ordinance, 1981 (6 of 1981), is hereby repealed. 

(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. 

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THE SCHEDULE 

[See sections 18, 19 (1), 20 (1) and 22 (1)] 

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 employees for provident fund, Employees’ 
State Insurance contribution, premium relating to Life Insurance Corporation of India or for any 
other purposes. 

(c) Arrears in relation to contributions to be made by the Company to the provident fund and under 
Employees’  State  Insurance  Act,  1948  (34  of  1948)  and  also  under  any  other  law  for  the  time 
being in force providing for such contributions. 

Category II— 

Principal amount of loans advanced by— 

(i) Central Government; 

(ii) State Government; 

(iii) Banks and financial institutions; 

(iv) Any other sources. 

Category III— 

(a)  Any  credits  availed  of  by  the  Company  for  the  purpose  of  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. 

(c)  Arrears of interest on loans and advances. 

Category IV— 

(a)  Revenue, taxes, cesses, rates or other dues to Central Government, State Government and local 

authorities. 

(b) Any other dues. 

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