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40 1936

AIR NAVIGATION AND TRANSPORT ACT, 1936

PART VIII.

The Company, Subsidiary Companies and Aer Lingus, Teoranta.

Formation and registration of the Company.

68. —As soon as may be after the passing of this Act the Minister for Finance shall, after consultation with the Minister, take all such steps as appear to him to be necessary or desirable to procure that a limited company (in this Act referred to as the Company) conforming to the conditions laid down in the Second Schedule to this Act shall be formed and registered in Saorstát Eireann under the Companies Acts, 1908 to 1924.

Loan to Company to pay expenses of formation.

69. —(1) The Minister for Finance may out of moneys provided by the Oireachtas lend to the Company upon such terms and conditions as to time and manner of repayment, rate of interest, security and other matters whatsoever as he shall think proper, a sum not exceeding five thousand pounds.

(2) Any moneys lent to the Company under this section shall be applied by the Company in or towards paying the expenses of the promotion, formation and registration of the Company and the other preliminary expenses of the Company, and for no other purposes.

(3) All sums paid to the Minister for Finance by the Company in or towards repayment of any moneys lent to the Company under this section or in payment of the interest on such moneys shall be paid into the Exchequer.

Issue of share capital of the Company.

70. —No issue of the share capital of the Company (other than share capital issued to subscribers of the Memorandum of Association of the Company) shall be made at any time, unless the Minister for Finance, after consultation with the Minister, has authorised such issue.

Acquisition of shares by Minister for Finance by subscription.

71. —The Minister for Finance may from time to time take up by subscription any class or classes of shares of the Company, but the total amount of shares so taken up shall not exceed (in nominal value) the sum of one million pounds.

Underwriting by the Minister for Finance of issue of shares.

72. —The Minister for Finance may, subject to such conditions as he may think fit, agree with the Company that, if any shares in the Company about to be offered at any time for subscription are not within a specified time taken up by the public, he will take up and pay for such shares or some specified proportion thereof.

Powers of the Minister for Finance as shareholder.

73. —The Minister for Finance may, so long as he holds any of the shares of the Company, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares, and where such rights or powers are exercisable by attorney the said Minister may, if he so thinks proper, exercise such rights or powers by his attorney.

Powers of Minister for Finance in respect of shares held by him.

74. —(1) The Minister for Finance may hold for as long as he thinks fit any shares of the Company acquired by him under this Act and may as and when he thinks fit sell all or any of such shares.

(2) The net proceeds of every sale by the Minister for Finance of shares of the Company held by him shall be paid into or disposed of for the benefit of the Exchequer in such manner as he may direct.

State guarantee of debentures of the Company.

75. —Whenever the Company proposes to issue any debentures the Minister for Finance may, if he thinks fit, guarantee, in such form and manner as he may think proper, the due payment by the Company in accordance with the terms of such debentures of the principal moneys and interest secured by such debentures.

Advance of moneys out of the Central Fund.

76. —(1) All moneys from time to time required by the Minister for Finance—

(a) to meet payments required to be made by him to the Company in respect of any shares subscribed for or taken up by him under this Act, or

(b) to meet sums which become payable under any guarantee given by him under this Act in respect of moneys secured by debentures issued by the Company,

shall be advanced out of the Central Fund or the growing produce thereof.

(2) For the purpose of providing money for the sums advanced out of the Central Fund under this section, the Minister for Finance may borrow from any person any sum or sums, and for the purpose of such borrowing the said Minister may create and issue securities bearing such rate of interest, and subject to such conditions as to repayment, redemption or otherwise as he shall think fit.

(3) The principal and interest of any securities issued under this section and the expenses incurred in connection with the issue of such securities shall be charged on the Central Fund or the growing produce thereof.

(4) Any money raised by securities issued under this section shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which such Fund is available.

(5) Any moneys advanced out of the Central Fund or the growing produce thereof for the purposes mentioned in paragraph (b) of sub-section (1) of this section shall be repaid to the Central Fund (with interest thereon at such rates as the Minister for Finance shall appoint) by the Company in such amounts and at such times as the said Minister shall appoint, and if and so far as any such moneys are not repaid by the Company to the Central Fund, such sums shall be repaid to the Central Fund out of moneys provided by the Oireachtas.

Payments of dividends, etc., into the Exchequer.

77. —All dividends, bonus and other moneys received by the Minister for Finance in respect of shares of the company held by him shall be paid into the Exchequer.

Alteration of Memorandum and Articles of Association of the Company.

78. —Notwithstanding anything contained in the Companies Acts, 1908 to 1924, no alteration in the Memorandum of Association or Articles of Association of the Company shall, so long as the Minister for Finance holds any shares of the Company, be valid or effectual unless made with the previous approval of the Minister for Finance given after consultation with the Minister.

Subsidies.

79. —(1) The Minister for Finance may, subject to the provisions of this section, from time to time by order authorise the payment of subsidies to the company on such terms and conditions as may be specified in such order.

(2) Every order made under this section shall be laid before Dáil Eireann as soon as may be after it is made, but shall not come into force unless—

(a) such order is confirmed by resolution of Dáil Eireann, or

(b) a period of twenty-one days on which Dáil Eireann has sat after such order was so laid before it has elapsed and a resolution annulling such order has not been passed by Dáil Eireann within the said period.

(3) The aggregate amount which may be authorised to be paid to the Company by any orders made under this section shall not exceed five hundred thousand pounds, and no such order may be made after the expiration of five years from the date of the passing of this Act.

(4) Where an order made under this section has come into force any moneys required for payment of the subsidy specified in such order shall be paid out of moneys provided by the Oireachtas.

Loan by the Company to Aer Lingus, Teoranta.

80. —(1) As soon as may be after the registration of the Company, the Company may, with the consent of the Minister for Finance, lend to Aer Lingus, Teoranta, such sum as the Minister for Finance shall certify to be sufficient to discharge any liabilities which Aer Lingus, Teoranta, may have incurred and are then unsatisfied.

(2) The following provisions shall have effect in relation to the repayment of any sum lent by the Company to Aer Lingus, Teoranta, under this section, that is to say:—

(a) such sum shall be so repaid in such one of the following ways as the Minister for Finance may direct, that is to say:—

(i) by the issue of debentures of an amount equal to such sum,

(ii) by the issue of shares of a nominal amount equal to such sum,

(iii) as to part of such sum, by the issue of debentures of an amount equal to such part and, as to the remainder of such sum, by the issue of shares of a nominal amount equal to such remainder;

(b) where any debentures are so issuable such debentures shall carry such rate of interest as the said Minister shall direct, and

(c) where any shares are so issuable such shares or any part thereof may as the said Minister directs be shares having priority over ordinary shares and in such case shall carry such rate of dividend as the said Minister shall direct.

Obligation to furnish balance sheets etc., to the Minister for Finance.

81. —(1) Each company to which this section applies shall within ninety days after the end of every accounting year furnish to the Minister for Finance a balance sheet for such accounting year duly audited by the auditor of such company, and also a profit and loss account for the same accounting year similarly audited.

(2) The balance sheet and profit and loss account to be furnished by each company to which this section applies shall be drawn up in such manner as shall be prescribed by regulations made under this section, and such balance sheet shall contain (in addition to any matter required by such regulations) a summary of the capital, assets and liabilities of such company, together with such particulars as will disclose the nature of such assets and liabilities and the manner in which the value of the assets was arrived at.

(3) Each company to which this section applies shall on demand furnish to the Minister for Finance such explanations as the said Minister shall think proper to require in respect of any balance sheet or profit and loss account furnished pursuant to this section.

(4) A copy of every balance sheet and profit and loss account furnished to the Minister for Finance pursuant to this section shall be laid by him before Dáil Eireann within one month after such balance sheet and profit and loss account are so furnished to him.

(5) Each company to which this section applies shall whenever and so often as the Minister for Finance may require furnish to the said Minister such particulars as he may require in respect of the activities of such company.

(6) The Company shall whenever and so often as the Minister for Finance may require, furnish to the said Minister such particulars (being particulars within the power, possession or procurement of the Company) as he may require in relation to any undertaking (other than Aer Lingus, Teoranta, or a subsidiary company) in which it may hold an interest.

(7) If the Company, or Aer Lingus, Teoranta, or any subsidiary company makes default in complying with the obligations imposed on it by this section, the Company, or Aer Lingus, Teoranta, or such subsidiary company (as the case may be), and every director, manager or other officer thereof who knowingly and wilfully authorised or permitted such default, shall be guilty of an offence under this section and shall be liable on summary conviction thereof to a fine not exceeding five pounds for every day during which the default continues.

(8) The Minister for Finance may by order make regulations prescribing any matter referred to in this section as prescribed by regulations made under this section.

(9) This section applies to—

(a) the Company;

(b) Aer Lingus, Teoranta;

(c) every subsidiary company.

(10) An offence under this or the next following section may be prosecuted by or at the suit of the Minister for Finance as prosecutor.

Inspection of books and documents of the Company, Aer Lingus, Teoranta, and subsidiary companies.

82. —(1) An inspector shall be entitled to enter the premises of any company to which this section applies and inspect any books or documents in such premises.

(2) If any person—

(a) impedes or obstructs an inspector in the exercise of any of the powers conferred on an inspector by this section; or

(b) fails to produce any such books or documents as aforesaid; such person shall be guilty of an offence under this section and shall be liable on summary conviction thereof to a fine not exceeding fifty pounds.

(3) In this section the word “inspector” means a person authorised in writing by the Minister for Finance to exercise the powers conferred on an inspector by this section.

(4) This section applies to—

(a) the Company;

(b) Aer Lingus, Teoranta;

(c) every subsidiary company.

Non-application of Control of Manufactures Acts, 1932 and 1934.

83. —The Control of Manufactures Acts, 1932 and 1934, shall not apply in respect of any act or thing done by the Company, Aer Lingus, Teoranta, or any subsidiary company.