Railways Act , 1933

1 Definitions.

1.—In this Act—

the expression “the Principal Act” means the Railways Act, 1924 (No. 29 of 1924);

the expression “the Minister” means the Minister for Industry and Commerce;

the expression “the Company” means the Great Southern Railways Company;

the expression “capital stock” includes debenture stock.

2 Remission of certain debts due by the Company to the State.

2.—The payment of the following capital sums due by the Company to the State on foot of the loans hereinafter mentioned and the payment of any interest due or accruing due at the passing of this Act on the said capital sums respectively are hereby remitted and the Company is hereby released from all liability to make the said payments or any of them, that is to say:—

(a) the sum of £41,500 (forty-one thousand, five hundred pounds) being the balance remaining due on foot of sums amounting in the aggregate to £56,185 (fifty-six thousand, one hundred and eighty-five pounds) advanced at divers times by the Commissioners of Public Works in Ireland to the late Southern Railway Company;

(b) the sum of £65,000 (sixty-five thousand pounds) advanced in or about the year 1902 by the Commissioners of Public Works in Ireland to the late Cork, Blackrock, and Passage Railway Company;

(c) the sum of £179,400 (one hundred and seventy-nine thousand, four hundred pounds) advanced in or about the year 1918 by the Government of the late United Kingdom of Great Britain and Ireland to the late Dublin and South Eastern Railway Company.

3 Re-construction of the capital of the Company.

3.—(1) In this section—

the expression “the major capital stock” means the respective amounts stated in the second column of the First Schedule to this Act of the several denominations stated in the first column of the said First Schedule of the capital stock of the Company;

the expression “the reduced capital stock” means the major capital stock of the Company as reduced by the operation of this section;

the expression “the appointed day” means in respect of each denomination of the major capital stock of the Company the day which is appointed by the Minister under this section to be the appointed day for the purposes of this section in respect of such denomination of the said major capital stock; and

references to the portion of any denomination of the major capital stock held by a person shall be construed as referring to the total amount of such denomination held by such person whether he has one certificate or more than one certificate in respect of such holding.

(2) The Minister shall by order made as soon as conveniently may be after the passing of this Act appoint, in respect of each denomination of the major capital stock of the Company, a day to be the appointed day for the purposes of this section in respect of such denomination of such major capital stock, and different days may be so appointed in respect of different denominations of such major capital stock.

(3) On and from the appointed day the several denominations of the major capital stock shall (subject to the operation of the provisions of this section relating to fractions of a pound of stock) become and be reduced to the several amounts respectively stated in the third column of the First Schedule to this Act opposite the mention in the first column of the said First Schedule of each such denomination of the major capital stock.

(4) Every person who is on the appointed day the holder of any portion of any denomination of the major capital stock shall, for every hundred pounds of such denomination of such stock so held by him, become and be the holder on the appointed day of that amount of the same denomination of the reduced capital stock which is stated in the fourth column of the First Schedule to this Act opposite the mention of such denomination in the first column of the said First Schedule, and so in proportion for amounts of stock greater or less than one hundred pounds, but subject in every case to the provisions of this section relating to fractions of a pound of stock.

(5) No person shall by the operation of this section become the holder of a fractional part of a pound of the reduced capital stock, and where, but for this sub-section, a person would so become the holder of a fractional part of a pound of the reduced capital stock on the appointed day, such fractional part shall be created as one pound and the amount of the reduced capital stock of which such person becomes the holder by virtue of this section shall be increased accordingly.

(6) Notwithstanding anything contained in this section, the respective amounts of the several denominations of the reduced capital stock stated in the third column of the First Schedule to this Act shall be deemed to be increased by such amounts as may be rendered necessary by the operation of the next foregoing sub-section of this section, and this section shall be construed and have effect accordingly.

(7) On the appointed day all certificates in respect of the major capital stock shall become and be void, and every holder of any portion of any denomination of the major capital stock shall be entitled, at any time after the appointed day, to surrender to the Company the certificate or certificates (rendered void by this sub-section) for such portion of such denomination and to receive from the Company free of charge a certificate for that amount of the same denomination of the reduced capital stock of which such person becomes the holder on the appointed day by virtue of this section.

(8) Sections 10, 11, and 12 of the Great Southern Railways Amalgamation Scheme, 1925, shall apply in relation to the reduced capital stock and the several denominations thereof respectively in like manner in all respects as they apply in relation to the major capital stock and the several denominations thereof respectively, and accordingly the words “every hundred pounds of such stock” contained in the said section 12 shall be construed as meaning every hundred pounds of the reduced capital stock, other than debenture stock.

(9) Where under any agreement made before the passing of this Act the Company is under a legal obligation to pay or make to any other company (whether registered within or outside Saorstát Eireann) a share of or payment out of the receipts or the net receipts derived from any particular part of the railway or the undertaking of the Company, the reduction of the capital stock of the Company effected by this section shall not operate to increase the amount of such share or payment beyond the amount which would be payable under such agreement if this section had not been enacted.

(10) Neither the reduction effected by this section in the nominal capital value of any debenture stock of the Company nor the reduction similarly effected in the amount of interest on any such debenture stock shall entitle any holder of any such debenture stock to appoint a receiver or take any other steps for enforcing the payment of the capital moneys secured by such debenture stock or for enforcing payment of interest for any period subsequent to the appointed day on a greater capital sum than the capital amount to which such debenture stock is reduced by this section.

4 Investment of trust or court moneys in stock of the Company.

4.—(1) Whether the Company does or does not pay a dividend at the rate of three per cent. per annum or any dividend on its ordinary stock, such of the capital stocks of the Company as were, on the 1st day of December, 1932, securities in which trustees are authorised by the Trustee Act, 1893, to invest trust moneys shall continue, until the 31st day of December, 1935, to be securities in which trustees are so authorised to invest trust moneys, and such of the capital stocks of the Company as were on the 1st day of December, 1932, securities in which funds in any court might, under the rules of such court, be invested shall continue, until the 31st day of December, 1935, to be securities in which funds in such court may be invested.

(2) For the purposes of the application, on or after the 1st day of January, 1936, of the provisions of the Trustee Act, 1893, relating to the securities in which trustees are authorised to invest trust moneys or the provisions of any rules of court relating to the securities in which funds in court may be invested, the Company shall be deemed to have paid a dividend at the rate of one per cent. per annum on its ordinary stock in respect of every financial year of the Company which ended after the 30th day of November, 1932, and before the 1st day of January, 1936, and for which the Company in fact paid on its ordinary stock either no dividend or a dividend at a rate less than one per cent. per annum.

(3) In this section the expression “financial year of the Company” means a period for which annual accounts of the Company are made up and audited.

5 Modification of standard revenue.

5.—(1) As soon as conveniently may be after the passing of this Act, the Railway Tribunal shall re-consider the standard revenue (within the meaning of section 53 of the Principal Act) of the Company and, after hearing the Minister (if desirous of being heard) and all other parties desirous of being heard and appearing to the Railway Tribunal to be interested, the Railway Tribunal shall adjust and vary the said standard revenue by making therefrom such deduction as appears to the Railway Tribunal to be just and equitable having regard to the reduction in the amount of interest payable and dividends reasonably to be expected in consequence of the re-construction of the capital of the Company effected by this Act, and the Railway Tribunal shall fix the amount of the said standard revenue accordingly and thereupon the standard revenue so fixed shall be the standard revenue of the Company for the purposes of section 53 of the Principal Act.

(2) On the passing of this Act section 54 of the Principal Act shall cease to have effect, and on such day as the Minister shall by order appoint to be the appointed day for the purpose of this sub-section the said section 54 shall come into operation again but with and subject to the following modifications, that is to say:—

(a) the expression “the standard revenue of the Company” shall mean the standard revenue as fixed by the Railway Tribunal under this section, and

(b) the expression “the appointed day” shall mean the day which is appointed by the Minister under this sub-section to be the appointed day for the purpose of this sub-section.

6 Election of directors by postal voting.

6.—(1) Within three months after the passing of this Act the Company shall prepare and submit to the Minister a scheme (in this Act referred to as the postal voting scheme) whereby every election of a director of the Company which would, but for this section, he required by law to be made by the votes of members of the Company given at an annual general meeting of the Company shall be made by the votes of members of the Company given by means of ballot papers sent or delivered by such members by post or otherwise to the Company or to a returning officer on behalf of the Company.

(2) When the postal voting scheme is submitted to the Minister by the Company under this section, the Minister shall, as he shall think proper, either by order confirm such scheme without modification or make such modifications in such scheme as he shall, subject to the provisions of this section, think proper and by order confirm such scheme as so modified.

(3) Without prejudice to the generality of the foregoing provisions of this section, the postal voting scheme as confirmed by the Minister under this section shall provide for the following particular matters in relation to every election held under such scheme, that is to say:—

(a) the method of nominating candidates for election at such election;

(b) the appointment of a returning officer for the purposes of such election;

(c) the furnishing by the Company to the members of the Company of ballot papers for the purposes of such election;

(d) the returning of such ballot papers by such members by post or otherwise to the Company or to such returning officer on behalf of the Company;

(e) securing that each member of the Company shall be entitled to give at such election the like number of votes as he would have been entitled to give at such election if this section had not been enacted and such election had taken place at an annual general meeting of the Company;

(f) securing that representatives of the members of the Company may be present at and, if they so desire, take part in the scrutiny and counting of the votes given at such election;

(g) providing that the ballot papers for the purposes of such election shall be despatched to the members of the Company not less than one week before the annual general meeting of the Company at which such election would have taken place if this section had not been enacted, and that the poll at such election shall not be closed until at least one week after such annual general meeting.

(4) The Minister shall, by the order confirming the postal voting scheme under this section, appoint the day (not being later than twelve months after the passing of this Act) on which such scheme shall come into force.

(5) At any time after the postal voting scheme has been confirmed by the Minister under this section, the Minister may, either in consequence of representations made to him by the Company or on his own motion after one month's notice to the Company, by order amend (by addition, omission, or variation) such scheme in such manner as he shall, subject to the provisions of this section, think proper.

(6) On and after the expiration of two months after the date on which the postal voting scheme comes into force under this section, every election of a director of the Company which, but for this section, would be required by law to be made by the votes of members of the Company given at an annual general meeting of the Company shall take place and be held under and in accordance with such scheme, subject to such (if any) amendments or variations of such scheme as may for the time being be in force under this section.

7 Number and terms of office of directors.

7.—(1) In this section—

the expression “the next annual meeting” means the annual general meeting of the Company held next after the expiration of two months after the date on which the scheme for the election of directors of the Company by postal voting comes into force under this Act;

the expression “annual election” means an election of directors of the Company held under and in accordance with the said scheme; and

the expression “the next annual election” means the annual election held next after the expiration of the said two months.

(2) As from the conclusion of the counting of the votes at the next annual election the number of the directors of the Company shall be seven, all of whom shall be elected or co-opted in accordance with this section.

(3) The term of office of every director of the Company who holds office as such director immediately before the next annual meeting shall expire at the conclusion of the counting of the votes at the next annual election, but every such director shall be eligible for election under this section as a director at such annual election.

(4) At the next annual election seven directors of the Company shall be elected.

(5) Of the directors of the Company so elected at the next annual election two (who shall, in default of agreement, be selected by lot at or immediately after such election) shall hold office for one year, and two others (who shall be similarly selected) shall hold office for two years, and the remaining three shall hold office for three years, but subject in every case to death, resignation, or disqualification.

(6) Every vacancy occurring amongst the directors of the Company after the next annual election by reason of the death resignation, or disqualification of a director shall be filled by a person co-opted for that purpose by the other directors or a majority of them, and every person so co-opted shall hold office for the residue of the period for which the director whose place he is co-opted to fill would have held office if he had not died, resigned, or become disqualified.

(7) The directors may act notwithstanding the existence of one or more such vacancies as are mentioned in the next preceding sub-section of this section.

(8) Subject to the foregoing provisions of this section, every director of the Company elected after the next annual election shall, unless he sooner dies, resigns, or becomes disqualified, hold office as such director for three years.

(9) Every director of the Company elected at the next annual election or elected or co-opted thereafter shall be eligible for re-election at the annual election at the conclusion of the counting of the votes at which his term of office expires.

(10) The term of office of every director of the Company elected at or after the next annual election shall commence at the conclusion of the counting of the votes at the annual election at which he is elected, and the term of office of every such director and of every director of the Company co-opted after the next annual election shall expire at the conclusion of the counting of the votes at the first, second, or third (as the case may require) annual election after his election or co-option.

(11) After the next annual election the quorum for a meeting of the directors of the Company shall be three.

8 Qualification of directors.

8.—From the appointed day for the ordinary stock of the Company until the next annual election, within the meaning of the foregoing section, sub-section (3) of section 34 of the Great Southern Railways Amalgamation Scheme, 1925 shall apply to directors of the Company subject to the modification that the reference to £2,000 contained therein be construed as a reference to £200, and from and after the said next annual election shall apply to such directors subject to the modification that the said reference to £2,000 be construed as a reference to £1,000.

9 Discontinuance of train services.

9.—(1) In this section the expression “service of trains” means a service of trains in respect of which the railway company running such service wishes, for the purposes of more economical working, to provide by means of road transport such transport facilities as are required by the traffic theretofore carried by such service.

(2) Subject to the provisions of this section, the Minister may by order made on the application of a railway company either—

(a) authorise such railway company, notwithstanding any statutory, contractual, or other obligation to the contrary, to terminate wholly a service of trains run at the date of such application over any specified railway line or section of railway line owned or operated by such company, or