Chapter III.

Financial Provisions.

13. —The capital of the Company, which shall be created and issued in accordance with this Part, shall not exceed twenty million pounds of which—

(a) not more than sixteen million pounds shall consist of debenture stock, and

(b) not more than four million pounds shall consist of common stock.

14. —(1) On the establishment date, but subject to subsection (2) of this section,—

(a) every person, who immediately before the establishment date, is the registered holder of any stock of the dissolved railway company described in column (2) of Part I of the Third Schedule to this· Act at any reference number (other than reference number 2) shall, for every hundred pounds of that stock held by him, become and be, by virtue of this subsection, the registered holder of the amount, set out in column (4) of the said Part I at the said reference number, of the stock of the Company described in column (3) of the said Part I at the said reference number, and so in proportion for amounts of such stock of the dissolved railway company greater or less than one hundred pounds, in lieu and in exchange for such last-mentioned stock held by him;

(b) every person, who immediately before the establishment date, is the registered holder of any stock of the dissolved railway company described in column (2) of the said Part I at reference number 2, shall, for every hundred pounds of that stock held by him, become and be, by virtue of this subsection, the registered holder of the amount set out in column (4) of the said Part I at the said reference number, of each stock of the Company described in column (3) of the said Part I at the said reference number, and so in proportion for amounts of such stock of the dissolved railway company greater or less than one hundred pounds, in lieu and in exchange for such last-mentioned stock held by him;

(c) every person, who immediately before the establishment date, is the registered holder of any stock of the dissolved transport company described in column (2) of Part II of the Third Schedule to this Act at any reference number, shall, for every hundred pounds of that stock held by him, become and be, by virtue of this subsection, the registered holder of the amount, set out in column (4) of the said Part II at the said reference number, of the stock of the Company described in column (3) of the said Part II at the said reference number and so in proportion for amounts of such stock of the dissolved transport company greater or less than one hundred pounds, in lieu and in exchange for such last-mentioned stock held by him.

(2) No person shall by the operation of subsection (1) of this section be entitled to any fractional part of a pound of any substituted stock, and where, but for this subsection, a person would so become the holder of a fractional part of a pound of any substituted stock, the Company shall pay to such person in cash the par value of such fractional part.

(3) On and from the establishment date every person who by virtue of this section becomes the registered holder of substituted stock shall (subject to the provisions of this Act) accept and be deemed to have accepted the substituted stock allocated to him under this section in substitution for the stock of the dissolved companies held by him and in satisfaction of all claims arising thereunder.

(4) Substituted stock shall, by virtue of this section, be deemed to have been duly created and issued on the establishment date.

15. —(1) Any holder of stock of a dissolved company who delivers to the Secretary of the Company the certificate or certificates of such stock to be cancelled shall be entitled without payment to receive from the Company in substitution for the certificate or certificates so delivered a certificate of the substituted stock which is allocated to such holder by section 14 of this Act in substitution for the stock of which the certificate or certificates are so delivered, but until such substitution the certificates of stock of the dissolved companies shall, subject to subsection (2) of the said section 14 , be deemed to be certificates of stock of the Company which is allocated by the said section 14 to holders of stock of the dissolved companies.

(2) If any certificate of stock of any dissolved company in substitution for which any substituted stock is allocated by section 14 of this Act is lost or destroyed, then upon proof of such loss or destruction and upon an indemnity being given to the reasonable satisfaction of the directors of the Company against any claim in respect of such certificate, the Company shall deliver to the person entitled to such certificate a certificate of the substituted stock allocated to him by the said section 14 .

(3) Stock of the Company substituted by virtue of section 14 of this Act for stock of any dissolved company shall be held upon and subject to the same trusts, liens, charges, powers and other legal or equitable rights, privileges, and restrictions as affected the stock for which, by virtue of the said section 14 , the stock of the Company is substituted and any reference in any statute, deed, will, codicil, book, document, instrument or writing to the stock of that dissolved company shall be deemed, as on and from the establishment date, to be a reference to the stock of the Company substituted therefor by virtue of the said section 14 .

(4) Any person (being a trustee or executor or acting in any representative or fiduciary capacity) who, immediately before the establishment date, is the holder of any stock of a dissolved company for which any stock of the Company is substituted by virtue of section 14 of this Act may hold, dispose of or otherwise deal with the substituted stock in all respects as he might have held, disposed of or otherwise dealt with the stock for which it is so substituted.

16. —(1) For the purposes of providing money or paying off or redeeming any debenture stock, or for the purposes of the acquisition, by means of the exchange of debenture stock, of any transport undertaking which the Company is authorised to acquire, the directors of the Company, with the previous sanction of the Minister given after consultation with the Minister for Finance, may from time to time create and issue debenture stock, so however that the total amount of the debenture stock (including substituted debenture stock) created and issued does not exceed sixteen million pounds.

(2) In calculating, for the purposes of subsection (1) of this section, the total amount of debenture stock (including substituted debenture stock) created and issued, account shall be taken of any debenture stock which has been redeemed.

17. — (1) Substituted debenture stock shall bear interest at the rate of 3 per cent. per annum and the said interest shall be payable half-yearly on the 15th day of July and the 15th day of January in each year in respect of the half-year ending on the immediately preceding 30th day of June and 31st day of December respectively.

(2) The following provisions shall apply in relation to the redemption of substituted debenture stock, that is to say:—

(a) it may be redeemed at par in cash on the 30th day of June, 1955, or on any 31st day of December, or 30th day of June thereafter,

(b) if it is not redeemed before the 30th day of June, 1960, it shall be redeemed at par in cash on that date,

(c) it shall not be redeemed on any 30th day of June (other than the 30th day of June, 1960) or 31st day of December except upon six months' notice of intention to redeem.

(3) Debenture stock (other than substituted debenture stock) may be created and issued from time to time subject to such terms and conditions as regards the rate and payment of interest thereon and the redemption thereof as the Minister for Finance may approve.

(4) The terms and conditions on and subject to which any debenture stock is to be redeemed shall be stated on each certificate of such debenture stock.

18. —(1) The Minister for Finance shall, in respect of substituted debenture stock or in respect of any other debenture stock proposed to be created and issued, guarantee in such manner and in such form as he thinks proper, the due payment, in accordance with the terms of such debenture stock, of the principal moneys and, subject to subsection (2) of this section, interest secured by such debenture stock.

(2) Where debenture stock bearing a rate of interest exceeding three per cent. per annum is created and issued, the Minister for Finance shall guarantee the due payment of interest thereon to the extent of three per cent. per annum only.

(3) All moneys from time to time required by the Minister for Finance to meet sums which may become payable under any guarantee given by him under this section shall be advanced out of the Central Fund or the growing produce thereof.

(4) For the purpose of providing moneys 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 thinks fit, and shall pay the moneys so borrowed into the Exchequer.

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

(6) Any sums advanced out of the Central Fund or the growing produce thereof for the purposes mentioned in subsection (3) 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 within twelve months from the date of the advance.

(7) Where the whole or any part of the sums advanced out of the Central Fund or the growing produce thereof for the purposes mentioned in subsection (3) of this section has not been repaid by the Company to the Central Fund in accordance with subsection (6) of this section, the amount so remaining outstanding shall be repaid to the Central Fund out of moneys provided by the Oireachtas.

(8) The provision of moneys by the Oireachtas under subsection (7) of this section shall not exempt the Company from the liability to repay to the Central Fund, with interest thereon at the rate appointed by the Minister for Finance, the full amount of any advance made under subsection (3) of this section, but such repayment shall be made by the Company at such times and in such instalments as the Minister for Finance may appoint.

(9) The Minister for Finance shall, as soon as may be after the 31st day of March, 1945, lay before each House of the Oireachtas a statement, in such form as he thinks proper, setting out, as respects each guarantee given by him under this section during the period commencing on the establishment date and ending on the 31st day of March, 1945—

(a) particulars of the debenture stock so guaranteed,

(b) in case any sum has been paid by him under such guarantee before the 1st day of April, 1945—

(i) the amount thereof,

(ii) the amount (if any) repaid under subsection (6) of this section to the Central Fund on foot of such payment,

(c) the amount which the said Minister would, if such guarantee were enforced on the 1st day of April, 1945, be liable to pay as principal thereunder.

(10) The Minister for Finance shall, as soon as may be after the expiration of each financial year, ending on or after the 31st day of March, 1946, lay before each House of the Oireachtas a statement, in such form as he thinks proper, setting out—

(a) as respects each guarantee given by him under this section during such financial year—

(i) particulars of the debenture stock so guaranteed,

(ii) in case any sum has been paid by him under such guarantee before the end of such financial year—

(I) the amount thereof,

(II) the amount (if any) repaid under subsection (6) of this section to the Central Fund on foot of such payment

(iii) the amount which the said Minister would, if such guarantee were enforced immediately upon the expiration of such financial year, be liable to pay as principal thereunder,

(b) as respects each guarantee given by him under this section before, and in force at, the commencement of such financial year—

(i) particulars of the debenture stock so guaranteed,

(ii) in case any sum has been paid by him under such guarantee, before the end of such financial year—

(I) the amount thereof,

(II) the amount (if any) repaid under subsection (6) of this section to the Central Fund on foot of such payment,

(iii) the amount which the said Minister would, if such guarantee were enforced immediately upon the expiration of such financial year, be liable to repay as principal thereunder.

19. —The Company may from time to time create and issue common stock, so however that the total amount of common stock (including substituted common stock) created and issued does not exceed four million pounds.

20. — The dividend on the common stock in respect of any year shall be payable only out of the profits of the Company applicable to the payment of dividends in that year and shall not exceed six per cent.

21. —All interest on debenture stock or dividends on common stock unclaimed for one year after having become due or declared may be invested or otherwise made use of by the directors of the Company for the benefit of the Company until claimed.

22. —(1) After providing for the payment of interest on debenture stock and for other fixed charges and obligations, the Company shall from time to time set aside such sums as it considers proper for the purpose of forming a fund for the redemption of any of its debenture stock which under the conditions of issue is redeemable wholly or partly in cash.

(2) The Company may invest any sum set aside under subsection (1) of this section and the income therefrom in—

(a) such securities for the time being authorised by law for the investment of trust funds as the Company, after consultation with the Minister for Finance, thinks proper;

(b) such other securities for the time being approved of in that behalf by the Minister for Finance as the Company thinks proper.

(3) All sums set aside under subsection (1) of this section together with the income therefrom shall be applied in or towards the redemption at maturity of any debenture stock for the redemption of which they have been set aside or may, if the directors of the Company think fit, be applied to the purchase of any such debenture stock at a price (excluding accrued interest therein) which, except with the approval of the Minister for Finance, shall not exceed the redemption price, and any debenture stock so purchased shall be written off and cancelled.

23. —In addition to its powers of borrowing temporarily by means of the issue of debenture stock the Company may borrow temporarily by arrangement with bankers such sums as it may require for meeting its obligations and carrying out its duties, but the total amount borrowed under this section shall not at any time exceed five hundred thousand pounds.

24. —On and after the establishment date all unexercised powers of raising money conferred on the dissolved companies shall cease to be exercisable.

25. —If any money is payable by the Company to a holder, who is a minor or a person of unsound mind, of stock of the Company, the receipt of the guardian or committee of his estate shall be a sufficient discharge to the Company.

26. —(1) The accounts with respect to its railway undertaking to be rendered by the Company under the Railway Companies (Accounts and Returns) Act, 1911, shall be compiled in such manner as may be prescribed by the Minister after consultation with the Company.

(2) It shall be the duty of the Company to compile and render to the Minister in such manner and form as he may direct such accounts, statistics and returns as he may require.

(3) For the purpose of this Act the Minister or any officer duly authorised by him shall have power to make such investigations into the affairs of the Company as he may deem necessary, and shall have access to the books, accounts and returns of the Company, and the officers and servants of the Company shall afford to the Minister or any such duly authorised officer such facilities as he may require.

(4) The powers of the Minister under this section shall be in addition to and not in derogation of any powers of holding enquiries conferred on him under this or any other Act.

(5) In· the event of non-compliance on the part of the Company with any requirement of this section, the requirement shall be enforceable by order of the High Court on the application of the Minister.

(6) Nothing in this section shall be interpreted as authorising any limitation of or interference with the control of the Company over the purposes to which its expenditure is to be applied.

(7) Regulations made by the Minister for the purposes of Section 69 of the Railways Act, 1924 (No. 29 of 1924), and in force immediately before the establishment date shall continue in force and shall have effect as if made under this section.

27. —The Minister shall cause a copy of the audited accounts of the Company for each year and a copy of any report by the auditors thereon to be laid before each House of the Oireachtas.

28. —(1) The Company shall, not later than twenty-one days before the ordinary meeting of the Company to be held in any year (other than the year 1945), forward to every holder of stock of the Company a copy of the accounts (prepared in such form as the Minister may direct for the purposes of this section) of the Company for the immediately preceding year.

(2) So much of subsection (3) of section 1 of the Railway Companies (Accounts and Returns) Act, 1911, as requires an incorporated railway company to forward a copy of the accounts and returns to any shareholder or debenture holder of the company who applies for a copy shall not apply to the Company.

29. —(1) For the period commencing on the establishment date and ending on the date of the first ordinary meeting of the Company the auditors shall be nominated by the directors of the Company.

(2) The Company shall at each ordinary meeting appoint the auditor or auditors and the auditor or auditors so appointed at any ordinary meeting shall hold office until the next ordinary meeting of the Company.

(3) If no auditor or auditors are appointed at an ordinary meeting of the Company, the Minister may, on the application of any common stockholder, appoint an auditor to hold office until the next ordinary meeting of the Company and fix the remuneration to be paid to him by the Company.

(4) A director or officer of the Company shall not be eligible for election as auditor.

(5) No person (other than a retiring auditor) shall be appointed an auditor at an ordinary meeting of the Company unless notice of intention to nominate that person has been given by a common stockholder not less than twenty-one days before the meeting and a copy of the notice has been given by the Company to the retiring auditors and to the common stockholders of the Company not less than seven days before the meeting.