SLIEVARDAGH COALFIELD DEVELOPMENT ACT, 1941

AN ACT TO MAKE PROVISION FOR THE PROMOTION BY THE MINISTER FOR INDUSTRY AND COMMERCE OF A LIMITED COMPANY FOR THE DEVELOPMENT OF THE SLIEVARDAGH COALFIELD AND FOR PROSPECTING FOR AND DEVELOPING OTHER COALFIELDS AND TO MAKE DIVERS PROVISIONS IN RESPECT OF SUCH COMPANY AND FOR MATTERS CONNECTED THEREWITH. [10th April, 1941.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

1 Definitions.

1.—In this Act—

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

the expression “the Act of 1940” means the Minerals Development Act, 1940 (No. 31 of 1940);

the expression “the Companies Acts” means the Companies Acts, 1908 to 1924;

the expression “the Slievardagh Coalfield” means the mines, veins, and seams of coal, and the minerals which became and, at the passing of this Act, are vested in the Minister by the Minerals Acquisition (Slievardagh Coalfield) Order, 1941, made by the Minister under the Act of 1940;

the word “work”, when used in relation to minerals, includes digging, searching for, mining, getting, raising, taking, carrying away, treating, and converting the minerals in relation to which the said word is used, and cognate words shall be construed accordingly;

the expression “prospecting licence” means a prospecting licence within the meaning of the Act of 1940;

the expression “State mining lease” means a State mining lease within the meaning of the Act of 1940;

2 Formation and registration of the Company.

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

3 Name and capital of the Company.

3.—(1) The name of the Company shall be “Comhlucht Gual-Láthrach Shliabh Ardachadh, Teoranta”.

• (2) The share capital of the Company shall be one hundred pounds divided into one hundred fully paid shares of one pound each and, notwithstanding anything contained in the Companies Acts, it shall not be lawful for the Company to increase or reduce that capital.

• (3) One share in the share capital of the Company shall be allotted and issued to each of the subscribers to the Memorandum of Association of the Company and the residue of the said share capital shall be allotted and issued to the Minister for Finance.

• (4) The money payable by the subscribers to the Memorandum of Association of the Company and the Minister for Finance respectively as consideration for the allotment and issue to them of shares in the share capital of the Company in pursuance of the next preceding sub-section of this section shall be paid out of and shall be charged on the Central Fund or the growing produce thereof.

4 The Memorandum of Association of the Company.

4.—(1) The Memorandum of Association of the Company shall be in such form consistent with this Act as shall be approved of by the Minister after consultation with the Minister for Finance.

• (2) The objects of the Company shall be so stated in the Memorandum of Association that the principal functions of the Company shall be—

• (a) to apply for and take from the Minister such State mining lease under the Act of 1940 of the Slievardagh Coalfield as the Minister is required by this Act to make to the Company, and

• (b) to develop and work the Slievardagh Coalfield under the said State mining lease and to make marketable and sell the coal and other minerals got by such working, and

• (c) to apply for and take such prospecting and other licences and such leases under the Act of 1940 in respect of coal (including other minerals ordinarily found in association therewith) elsewhere than in the Slievardagh Coalfield as the Company shall think proper and the Minister shall grant under the said Act and to exercise the powers conferred by such licences and leases respectively and to make marketable and sell the coal and other minerals got by the exercise of those powers.

• (3) It shall be lawful to include amongst the objects of the Company as stated in the Memorandum of Association all such objects and powers (not inconsistent with this Act) as are reasonably necessary or proper for or incidental or ancillary to the due performance of the objects referred to in the next preceding sub-section of this section as the principal functions of the Company.

• (4) The objects of the Company as stated in the Memorandum of Association shall not include any object which is neither required nor authorised by the foregoing provisions of this section to be so stated.

5 The Articles of Association of the Company.

5.—(1) The Articles of Association of the Company shall be in such form consistent with this Act as shall be approved of by the Minister after consultation with the Minister for Finance.

• (2) The following provisions shall apply and have effect in relation to the Articles of Association of the Company, that is to say:—

• (a) the said Articles shall fix the number of the directors of the Company, but the number so fixed shall not exceed seven, including the chairman and the managing director;

• (b) the said Articles shall provide that the qualification for being a director of the Company shall be the holding of at least one share in the Company;

• (c) the said Articles shall provide that the chairman, the managing director, and all the other directors shall always be appointed by the Minister for Finance after consultation with the Minister;

• (d) the said Articles shall not confer on the Company any power to increase or reduce the capital of the Company or any power to issue debentures.

6 Alteration of Memorandum and Articles of Association of the Company.

6.—Notwithstanding anything contained in the Companies Acts, no alteration in the Memorandum of Association or Articles of Association of the Company shall be valid or effectual unless made with the previous approval of the Minister given after consultation with the Minister for Finance.

7 Loan to Company to pay expenses of formation.

7.—(1) The Minister 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 two hundred and fifty pounds.

• (2) Money 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 purpose.

• (3) All sums paid to the Minister by the Company in or towards repayment of money lent to the Company under this section or in payment of the interest on such money shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

• (4) The subsequent provisions of this Act in relation to the advancement of moneys to the Company and the repayment of such advances and the interest thereon shall not apply to money lent to the Company under this section.

8 State mining lease of the Slievardagh Coalfield by the Minister to the Company.

8.—(1) As soon as may be after the Company has been formed and has become entitled to commence business, the Company shall apply under the Act of 1940 to the Minister for a State mining lease under that Act of the Slievardagh Coalfield.

• (2) Upon the receipt of the application mentioned in the next preceding sub-section of this section, the Minister shall with all convenient speed grant under the Act of 1940 to the Company a State mining lease of the Slievardagh Coalfield,

9 Advances by the Minister to the Company.

9.—(1) It shall be lawful for the Minister from time to time, with the consent of the Minister for Finance, to advance to the Company out of moneys provided by the Oireachtas such sums (not exceeding in the aggregate one hundred thousand pounds) as the Company shall require for the purposes of its business.

• (2) Sums advanced by the Minister to the Company under this section shall (save as is otherwise provided by this Act) be repaid by the Company in accordance with the subsequent provisions of this Act.

10 Payment of interest on advances to the Company.

10.—(1) The Company shall pay to the Minister on every sum advanced to the Company under this Act interest, from the date of the advance of such sum until it is repaid, at such rate as shall from time to time be appointed by the Minister for Finance in respect of such sum, and such interest shall be so paid by half-yearly payments on such days in every year as the Minister for Finance shall from time to time appoint.

• (2) It shall be lawful for the Minister at any time, with the consent of the Minister for Finance, to waive altogether or to postpone for such time as he thinks proper the payment of any particular half-yearly payment of interest payable by the Company under this section.

• (3) If the Company fails (otherwise than by virtue of a waiver under the next preceding sub-section of this section) to pay any half-yearly payment of interest payable by the Company under this section, the Company shall (whether such failure was or was not due to a postponement under the said next preceding sub-section) pay to the Minister interest at the rate appointed by the Minister for Finance on such half-yearly payment of interest until the sum is actually paid.

• (4) All interest paid by the Company to the Minister under this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

11 Repayment of advances to the Company.

11.—(1) All sums advanced to the Company under this Act shall be repaid by the Company to the Minister by half-yearly instalments of such amounts and beginning on such date and continuing for such number of years and payable at such times as the Minister for Finance, after consultation with the Minister, shall appoint, and different such amounts, dates, numbers of years, and times may be so appointed in respect of different sums so advanced.

• (2) The several half-yearly instalments payable by the Company to the Minister under this section in respect of any particular sum advanced to the Company under this Act shall be applied as a sinking fund for the repayment' of that sum.

• (3) It shall be lawful for the Minister at any time, with the consent of the Minister for Finance to waive altogether or to postpone for such time as he thinks proper the payment of any particular half-yearly instalment payable by the Company under this section.

• (4) If the Company fails (otherwise than by virtue of a waiver under the next preceding sub-section of this section) to pay any half-yearly instalment payable by the Company under this section, the Company shall (whether such failure was or was not due to a postponement under the said next preceding sub-section) pay to the Minister interest at the rate appointed by the Minister for Finance on such half-yearly instalment until the same is actually paid.

• (5) Every half-yearly instalment and all (if any) interest paid by the Company to the Minister under this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

12 Power of the Minister to require the Company to prospect.

12.—(1) It shall be lawful for the Minister at any time or times to require the Company to do either of the following things, that is to say:—

• (a) to prospect and examine any specified part of the Slievardagh Coalfield for the purpose of ascertaining the nature and quantity of the coal and other minerals therein and the advisability of working those minerals by extension of existing workings or the opening of new workings;

• (b) to apply to the Minister for the grant under the Act of 1940 of a prospecting licence in respect of any particular land not within the Slievardagh Coalfield and, upon receiving such prospecting licence, to prospect and examine such land for the purpose of ascertaining the nature and quantity of the coal (including other minerals ordinarily found in association therewith) in such land and the advisability of working such coal and other minerals.

• (2) It shall be the duty of the Company to comply with any requisition made by the Minister under the foregoing sub-section of this section.

• (3) It shall be lawful for the Minister, with the consent of the Minister for Finance, to pay to the Company from time to time, out of moneys provided by the Oireachtas, such sums as the Minister shall think proper for the purpose of complying with requisitions made by the Minister under this section.

• (4) Not more than three thousand pounds shall be paid by the Minister to the Company under this section in any one financial year, and all sums so paid shall be expended by the Company exclusively in defraying expenses incurred in complying with requisitions made by the Minister under this section.

13 Power of the Minister for Finance as shareholder.

13.—The Minister for Finance may, in respect of the shares of the Company for the time being held by him, 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.

14 Obligation to hold shares in trust for the Minister for Finance.

14.—(1) Every member of the Company (including the subscribers to the Memorandum of Association of the Company but excluding the Minister for Finance) shall hold his shares in the Company upon trust for the Minister for Finance, and shall accordingly be bound to pay every dividend, bonus, and other money received by such member on or in respect of such shares to the Minister for Finance for the benefit of the Exchequer and to transfer, as and when required by the said Minister, all or any of such shares to the said Minister or a person nominated in that behalf by the said Minister.

• (2) It shall be lawful for the Minister for Finance, from time to time as occasion requires for the purpose of compliance with so much of the Companies Acts as requires that there shall always be at least seven members of the Company or for the purpose of providing a person appointed or intended to be appointed to be a director of the Company with the necessary qualifications, to do either or both of the following things, that is to say:—

• (a) transfer (subject to the restriction imposed by the next following sub-section of this section) to any person one or more of the shares in the Company for the time being held by the said Minister;

• (b) require any member of the Company to transfer all or any one or more of the shares in the Company held by him to the said Minister or any other person.

• (3) Save as is authorised by the next preceding sub-section of this section, the Minister for Finance shall not transfer or otherwise alienate any of the shares in the Company for the time being held by him and he shall not so exercise the powers conferred on him by the said next preceding sub-section as to reduce at any time the number of shares in the Company held by him to less than fifty-one.

15 Payment of dividends, etc., into the Exchequer.

15.—Every dividend, bonus, and other money received by the Minister for Finance in respect of shares of the Company held by or in trust for him shall be paid into or disposed of for the benefit of the Exchequer in such manner as the said Minister may direct.

16 Obligation to furnish balance sheets, etc., to the Minister.

16.—(1) The Company shall within ninety days after the end of every accounting year furnish to the Minister a balance sheet for such accounting year duly audited by the auditor of the 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 as aforesaid shall be drawn up in such manner as the Minister, after consultation with the Minister for Finance, shall direct, and such balance sheet shall contain (in addition to any matter required by such direction) a summary of the capital, assets, and liabilities of the 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) The Company shall on demand furnish to the Minister such explanations as the 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 pursuant to this section shall be laid by him before each House of the Oireachtas within one month after such balance sheet and profit and loss account are so furnished to him.

• (5) If the Company makes default in complying with any of the provisions of this section, the Company, and every director, manager, and other officer of the Company, 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.

17 Expenses.

17.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

18 Short title.

18.—This Act may be cited as the Slievardagh Coalfield Development Act, 1941.