LexThe UTTAR PRADESH STATE CEMENT CORPORATION LIMITED (ACQUISITION OF SHARES) ACT, 1992
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THE UTTAR PRADESH STATE CEMENT CORPORATION
LIMITED (ACQUISITION OF SHARES) ACT, 19921
[U. P. ACT No. 4 of 1992]
[As passed by the Uttar Pradesh Legislature and assented to
by the Governor on March 9, 1992 , under Article 200 of the
Constitution of India and was published in the Uttar Pradesh
Gazette Extraordinary, dated March 9, 1992.]
AN
ACT
to provide for the acquisition in public interest of the
shares of the Uttar Pradesh State Cement Corporation Limited
held by certain companies and for matters connected therewith
or incidental thereto.
WHEREAS the Uttar Pradesh State Cement Corporation
Limited is a Government Company having been incorporated
under the provisions of the Companies Act, 1956 as wholly owned
by the State Government of Uttar Pradesh;
AND, WHEREAS , the State Government entered into an
agreement of collaboration with Dalmia Industries Lid., under
which the State Government agreed to transfer 51 per cent shares
in the Corporation to Dalmia Industries Ltd., and its nominees
and the management of the Corporation was to be taken over by
the said Dalmia Industries Lid.;
AND, WHEREAS, in view of the interim stay order of the High
Court dated October 16, 1990, the factories run by the
Corporation could not be handed over to the aforesaid
collaborators and therefore only 49 per cent shares were
transferred by the State Government at the rate of seventy -five
rupees for every share of the face value of one hundred rupees
fully paid ;
AND, WHEREAS, in the purpose of such transfer could not be
achieved ;
AND, WHEREAS, it is expedient in public interest to acquire
back the shares in the said Corporation held by the aforesaid
Dalmia Industries Ltd. and its nominee Companies ;
NOW, THEREFORE, it is hereby enacted in the Forty-third Year
of the Republic of India as follows :—
Short title and
commencement
1. (1) This Act may be called the Uttar Pradesh State Cement
Corporation Limited (Acquisition of Shares) Act, 1992.
(2) It shall be deemed to have come into force on October 11,
1991.
1. For Statement of Objects and Reasons please see at the end of this Act.
598
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[The Uttar Pradesh State Cement Corporation Limited (Acquisition of Shares) Act, 1992]
Definitions 2. In this Act, the expression,—
(a) "Companies" means the companies specified in the
Schedule;
(b) "Corporation" means the Uttar Pradesh State Cement
Corporation Limited incorporated under the provisions of the
Companies Act, 1956, having its registered office at Churk, district
Sonebhadra in Uttar Pradesh.
Vesting of
the Shares
3. On the date of the commencement of this Act, all the shares
held by the companies in the share capital of the Corporation shall
stand transferred to, and shall vest in, the State Government.
Payment of
amounts to
the
companies
4. (1) For the transfer and vesting of the shares referred to in
section 3 the State Government shall within thirty days from the date
of such transfer and vesting, pay to the companies respectively the
amounts specified in the Schedule against each of the companies,
which amounts over in full the amounts actually paid by such
companies to the State Government towards the consideration for
transfer of such share s earlier made by the State Government to such
companies.
(2) Where the State Government fails to pay to the companies
the amounts referred to in sub-section (1) within the period specified in
that sub-section, it shall pay on the unpaid amount simple in terest at
the rate of twelve per cent per annum from the date of such vesting till
the date of payment.
(3) The companies shall upon such vesting of shares in the
State Government stand absolved of the liability to pay to the State
Government.
Delivery of
share
certificates
5. (1) Any person who is in possession of the share certificates
relating to the shares transferred to and vested in the State
Government by virtue of section 3 shall deliver the share certificates to
the State Government immediately and not later than thirty days from
the commencement of this Act.
(2) Without prejudice to the provisions of section 6, the persons
responsible for the non -delivery or delay in delivery of the share
certificates as required in sub-section (1) shall be l iable to compensate
the State Government for any loss suffered by it due to such non -
delivery or delay in delivery of the share certificates.
Penalty 6. Any person who fails to comply with the provisions of sub -
section (1) of section 5 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.
Offences by
companies
7. (1) If the person committing an offence under this Act is a
company, the company as well as every person incharge of and
responsible to the company for the conduct of its business at the time
of the commission of the offence shall be deemed to be guilty of the
offence and shall be liable to be proceeded against and punished
accordingly ;
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[The Uttar Pradesh State Cement Corporation Limited (Acquisition of Shares) Act, 1992]
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 exercised all
due, diligence to prevent the commission of such offence.
(2) Notwithstanding anything contained in sub -section (1),
where any offence under this Act, has been committed by a company
and it proved that the offence has been committed with the consent or
connivance of, or that the commission of the offence is attributable to
any negle
ct on the part of any secretary, treasurer, director, manager,
or other officer of the company, such secretary, treasurer, director,
manager or other officer shall also 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 anybody corporate, and includes a firm or
other association of individuals, and
(b) "director" in relation to a firm, means a partner in the firm.
Protection of
action taken
in good faith
8. No suit, prosecution or other legal proceedings shall lie
against the State Government or any officer of the State Government in
respect of anything which in good faith is done or intended to be done
in pursuance of this Act or any rule, order or direction made or given
thereunder.
Power to
remove
difficulties
9. (1) If any difficulty arises in giving effect to the provisions of
this Act, the State Government may, by a notified order, make such
provisions not inconsistent with t he provisions of this Act as appears
to it to be necessary or expedient for removing the difficulty.
(2) No order under sub -section (1) shall be made after the
expiration of the period of two years from the commencement of
this Act.
(3) Every order ma de under sub -section (1) shall be laid, as
soon as may be, before both the Houses of State Legislature and the
provisions of sub -section (1) of section 23 -A of the Uttar Pradesh
General Clauses Act, 1904 shall apply as they apply in respect of rules
made by the State Government under any Uttar Pradesh Act.
Power to
make rules
10. The State Government may, by notification, make rules for
carrying out the purposes of this Act.
Repeal and
saving
11. (1) The Uttar Pradesh State Cement Corporation Limited
(Acquisition of Share) Ordinance, 1991 is hereby repealed.
(2) Notwithstanding such repeal, anything done or any action
taken under the Ordinance referred to in sub-section (1), shall be
deemed to have been done or taken under this Act, as if the provisions
of this Act were inforce at all material times.
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[The Uttar Pradesh State Cement Corporation Limited (Acquisition of Shares) Act, 1992]
SHEDULE
[See SECTION 2 (a) AND 4(i)]
—————————————————————————————————————————-
Serial
no.
Description of the Companies
————————————————————
Name Regd. Office
No. of shares
hold by the
companies
now vested in
the State Govt.
Amount to be
paid to the
companies
under section
4(i)
—————————————————————————————————————————-
1 2 3 4 5
—————————————————————————————————————————-
Rs.
1 Dalmia Industries
Ltd.
Ghana Sewer
Bypass Road,
Bharatpur,
Rajasthan
282240 2,11,68,000
2 Dear Investment Pvt.
Ltd.
252-A, Shahpur
Jat, New Delhi
266670 25,00,000
3 Elegant Investment
Pvt. Ltd.
Ditto 266670 25,00,000
4 Carrissa Investment
Pvt. Ltd.
Ditto 266670 25,00,000
5 Forever Investment
Pvt. Ltd.
Ditto 266670 25,00,000
6 Oval Investment Pvt.
Ltd.
252-A, Shahpur
Jat, New Delhi
266670 25,00,000
7 Cross Investment
Pvt. Ltd.
252-A, Shahpur
Joj, New Delhi
266670 25,00,000
8 Harvatex Engineering
& Processing Co. Ltd.
504-A, Sky Lark
Building, 60,
Nehru Place, New
Delhi
266670 25,00,000
9 Utkins Holdings Ltd. Ditto 266670 25,00,000
10 Carefree Investmetn
Co. Ltd.
Ditto 266670 25,00,000
11 Divine Leasing &
Finance Ltd.
Ditto 266670 25,00,000
12 Shyam Kunj Traders
& Agencies Ltd.
Ditto 266670 25,00,000
13 Excellent Commercial
Enterprises and
Investment Ltd.
Ditto 130110
———————
25,00,000
——————
Total 3345720 5,11,68,000
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[The Uttar Pradesh State Cement Corporation Limited (Acquisition of Shares) Act, 1992]
STATEMENT OF OBJECTS AND REASONS
THERE are three units of Uttar Pradesh State Cement
Corporation Limited situate at C hunar in district Mirzapur and at
Dalla and Churk in district Sonebhadra. The State Government
entered into an agreement with the Da lmia Industries Limited to the
effect that the State Government would transfer 51 per cent shares in
the said Corporation to Dalmia Industries Ltd. and its associate units
nominated by it. But on account of the interim order of the High Court
dated October 16, 1990 the factories run by the said corporation could
not be handed over to the aforesaid collaboration and only 49 per cent
shares were transferred to the private sector. There was labour unrest
and fall in production. As such the purpose for which the decision of
participant on of private sector was taken could not be achieved. It
was, therefore, decided to acquire back t
he 49 per cent shares
transferred to the private sector and to return the price money thereof
received by the State Government by way of compensation for such
acquisition.
2. Since the State Legislature was not in session and immediate
implementation of the above decision was necessary, the Uttar Pradesh
State Cement Corporation Limited (Acquisition of Shares) Ordinance,
1991 (U. P. Ordinance No. 41 of 1991) was promulgated by the
Governor on October 11, 1991.
3. This Bill is introduced to replace the aforesaid Ordinance.
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