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17 1953

GREAT NORTHERN RAILWAY ACT, 1953

PART VII.

Winding-up of Great Northern Railway Company (Ireland).

Compensation of Stockholders.

46. —(1) On the establishment date the Minister shall pay to the Company the sum of two million, two hundred and fifty thousand pounds, being one-half of the sum of four million, five hundred thousand pounds agreed by the Minister and the Ministry to be paid to the Company as compensation in respect of the transfer of its undertaking under this Act.

(2) (a) The Company shall, within two months from the establishment date, distribute the said sum of four million, five hundred thousand pounds by paying to each person who was, immediately before the establishment date, the registered holder of any security mentioned in the first column of the Sixth Schedule, for every hundred pounds of that security held by him the sum specified in the second column of the Schedule opposite the mention of that security and so in proportion for amounts of that security greater or less than one hundred pounds.

(b) In addition to the sum payable under paragraph (a) to a holder of debenture stock, the Company shall pay to each such holder interest calculated on the amount of such stock at the rate of four per cent. per annum in respect of the period of two months beginning on the establishment date or the period beginning on that date and ending on the date of distribution of the said sum, whichever is the shorter.

(c) The moneys required by the Company for the purpose of paragraph (b) shall, as to one-half thereof, be paid to the Company by the Minister.

(d) No dividend shall be declared or paid and, save as provided by paragraph (b), no interest shall be payable or paid on any of the securities of the Company in respect of any period after the establishment of the Board.

(3) A person who receives a sum under subsection (2) in respect of any security shall hold the sum in the same right and on the same trusts and subject to the same powers, privileges, charges and liabilities as those in, on or subject to which he held the security; and where the security was held pursuant to any provision of a deed, will, disposition or other instrument, that instrument shall have the like effect as if it expressly authorised the investment of the sum so received in any investment authorised under section 1 of the Trustee Act, 1893.

(4) If for any reason the Company is unable to make payment of any sum under subsection (2) to the person entitled thereto, that sum may be paid into the High Court (or, if it does not exceed one thousand pounds, into the Circuit Court) and shall be applied and dealt with in accordance with the provisions of the Lands Clauses Consolidation Act, 1845, with respect to purchase money or compensation coming to parties having limited interests in land compulsorily acquired or prevented from treating or not making title thereto, and those provisions shall have effect accordingly; and for the purpose of this section the Circuit Court shall have all the jurisdiction exercisable by the High Court under that Act.

(5) Save as provided in this section no compensation shall be payable to any person by reason of the transfer of the undertaking of the Company to the Board.

(6) Where payment is made by the Company under this section in respect of any security the payment shall operate to discharge the Company from all liability to any person in respect of the security which shall thereupon be cancelled.

Receipt in case of person not sui juris.

47. —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.

Advance of moneys out of Central Fund.

48. —(1) The money required by the Minister to meet the payments required to be made by him under subsection (1) of section 46 shall be advanced out of the Central Fund or the growing produce thereof.

(2) For the purpose of providing money for the advance under this section the Minister for Finance may borrow from any person any sum or sums, and for the purpose of such borrowing he 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.

(3) The principal of or any interest on 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.

Winding-up of the Company.

49. —(1) (a) Where the Company has duly distributed the compensation money and has complied with any directions given to it by the Board for the purpose of securing that the ownership of any property or assets or any right is effectively transferred to the Board and ascertained that the Board does not desire to give any further directions, the Company shall notify the Minister.

(b) If the Minister, after consultation with the Minister of Commerce, is satisfied (whether any such notice has been given to him or not) that the compensation money has been so dealt with and that any directions so given have been complied with and that the Board does not desire to give any further directions, the Minister shall make an order that there is no reason for the continued existence of the Company and shall cause the order to be published in Iris Oifigiúil, and upon the publication thereof the Company shall be dissolved and section 6 of the Great Northern Railway (Ireland) Act, 1877, by which the Company was incorporated, shall cease to have effect.

(2) During the period beginning on the establishment date and ending on the dissolution of the Company, the statutory provisions and other instruments relating to the Company shall remain in force in relation thereto as if this Act had not passed, so far as the powers conferred thereby are required for the remaining purposes of the Company.

(3) On or after the establishment date—

(a) it shall not be obligatory to fill any vacancy in the directors but the remaining directors may continue to exercise all the powers of the directors up to the time of the dissolution;

(b) notwithstanding any statutory or other provision it shall not be obligatory to hold a general meeting of the Company;

(c) any director or auditor may continue to hold office or be elected or appointed thereto at any time notwithstanding—

(i) the expiration of the term for which before that date he was elected or appointed; and

(ii) that he is not the holder of an amount of a security of the Company which before that date he would have been required to hold for the purpose of qualifying him for that office.

(4) All expenses (including any rents, rates, taxes and other outgoings in respect of any offices) reasonably and properly incurred by the Company after the establishment date shall be defrayed by the Board, and the Board shall make available to the Company such facilities for the examination of and the making of extracts from or copies of books, accounts and documents surrendered to the Board as the Company may reasonably require, and the Board shall make available to the Company the services of such officers and servants, on such terms and conditions, and for such period, as may be agreed upon between the Board and the Company or, failing agreement, as may be determined by the Minister in agreement with the Ministry, and the remuneration of those officers and servants shall be defrayed by the Board.

(5) The Board shall pay to the directors of the Company such remuneration for any services rendered by the directors to the Company after the establishment date as may be agreed upon between the Board and the directors or, failing agreement, as may be determined by the Board with the approval of the Minister and the Minister of Commerce to be reasonable having regard to all the circumstances.

(6) Any balance of the compensation money remaining after distribution may be dealt with by the directors of the Company as they think fit.

Continuance of certain notices.

50. —Every notice served by or on the Company before the establishment date the effect or term of which has not ceased or expired before the establishment date shall, so far as it is not inconsistent with this Act, continue in force and have effect on and after the establishment date as if it were a notice served by or on the Board on the date on which it was actually served and as if the functions or property to which the said notice relates had on the same date already vested in the Board.

Provisions in relation to income tax chargeable on the Company.

51. —(1) The Company shall, on and after the establishment date, continue to be liable under the Income Tax Acts to prepare and deliver any statement, return or particulars required for the purposes of those Acts for any year of assessment ending on or before the 5th day of April next following the establishment date.

(2) Assessments to income tax for any year of assessment ending on or before the 5th day of April next following the establishment date may be made on the Company on or after the establishment date, and income tax in respect of any such assessment so made, which shall have become final and conclusive, shall, when it becomes due and payable, be deemed to have become due and payable before the establishment date.

(3) For the purposes of subsections (1) and (2) the secretary of the Board or other officer performing the duties of secretary of the Board shall be deemed to be secretary of the Company or other officer performing the duties of secretary of the Company.

(4) The Board shall be and is hereby empowered to deduct out of the emoluments of any person holding an office or employment of profit under the Board any income tax charged on the Company in respect of any office or employment of profit held by such person under the Company.

(5) For the purposes of this section but not further or otherwise the Company shall be deemed to continue in existence on and after the date of dissolution under section 49.