TAISCI STAIT TEORANTA ACT, 1963

AN ACT TO MAKE PROVISION IN RELATION TO TAISCI STAIT TEORANTA. [9th July, 1963.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

1 Definitions.

1.—In this Act—

“the Companies Acts” means the Companies Acts, 1908 to 1959;

“the Company” means the Company formed in pursuance of section 2 of this Act;

“the Minister” means the Minister for Finance.

2 Formation and registration of Company.

2.—The Minister shall cause a limited company conforming to the conditions laid down in this Act to be formed and registered under the Companies Acts.

3 Functions of Company.

3.—(1) The functions of the Company shall be:

• (a) to acquire, hold, sell, assign and otherwise deal with shares and debentures issued by—

• (i) any state-assisted industrial company,

• (ii) any company to which a grant or guarantee of borrowing has been or is to be given under the Tourist Traffic Acts, 1939 to 1961, in respect of the development of holiday accommodation,

• (iii) Aviation Development Limited,

• (iv) Industrial Engineering Company Limited,

• (b) to issue loans to state-assisted industrial companies,

• (c) to guarantee the due repayment with interest of borrowings by state-assisted industrial companies.

• (2)
• (a) The Company shall exercise the functions specified in the foregoing subsection as and when directed by the Minister (and not otherwise) and in accordance with the terms of the direction.

• (b) Before giving a direction under the foregoing paragraph, the Minister shall consult with the appropriate Minister.

• (3) In this section—

“the appropriate Minister” means either, as the Minister may decide in each particular case, the Minister for Industry and Commerce or the Minister for Transport and Power;

“state-assisted industrial company” means an industrial company to which a grant has been or is to be made by An Foras Tionscal.

4 Agreement for management of Company.

4.—(1) The Company may enter into an agreement with The Industrial Credit Company, Limited providing for the management by that company, on such terms and conditions as may be approved of by the Minister, of the affairs of the Company, including investments made by it.

• (2) It shall be obligatory on the Company to exercise the power conferred by subsection (1) of this section if the Minister requires the Company so to do and The Industrial Credit Company, Limited is willing to enter into the agreement referred to in the subsection.

5 Name and capital of Company.

5.—(1) The name of the Company shall be Taiscí Stáit Teoranta.

• (2) The share capital of the Company shall be one hundred pounds divided into shares of one pound each.

6 Memorandum of association and articles of association.

6.—(1) The memorandum of association and articles of association of the Company shall be in such form consistent with this Act as may be approved of by the Minister.

• (2) The articles of association of the Company shall provide that the directors of the Company shall be appointed by the Minister, that their conditions of appointment and remuneration shall be determined by him and that the qualification for being a director shall be the holding of at least one share in the Company.

• (3) 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.

7 Issue of share capital.

7.—(1) 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 share capital shall be allotted and issued to the Minister for Finance.

• (2) The money payable by the subscribers to the memorandum of association of the Company as consideration for the allotment and issue to them of shares in pursuance of subsection (1) of this section shall be provided by the Minister.

8 Acquisition of shares by Minister.

8.—The Minister may take up by subscription shares of the Company.

9 Exercise by Minister of right or power exercisable by holder of shares.

9.—The Minister may exercise in respect of the shares of the Company held by him all the rights and powers of a holder of such shares and, where a right or power is exercisable by attorney, exercise it by his attorney.

10 Transfer by Minister of shares.

10.—(1) The Minister may, 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 about to be appointed, a director of the Company with the necessary qualification, transfer to any person one of his shares in the Company.

• (2) Save as authorised by subsection (1) of this section, the Minister shall not transfer or alienate any of his shares in the Company.

11 Payment of dividends, etc. into Exchequer.

11.—All amounts representing dividends or other moneys received by the Minister in respect of shares of the Company, or representing repayments or interest received or recovered by him from the Company, shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister may direct.

12 Obligation of shareholder (other than Minister) to hold share in trust for Minister.

12.—(1) A member of the Company (other than the Minister) shall hold his share in the Company upon trust for the Minister and shall accordingly be bound to pay all dividends and other moneys received by such member in respect of such share to the Minister for the benefit of the Exchequer and to transfer, as and when required by the Minister, such share to the Minister or a person nominated in that behalf by the Minister.

• (2) Save when required pursuant to subsection (1) of this section, a member of the Company (other than the Minister) shall not transfer or alienate his share in the Company.

13 Power of Company to borrow.

13.—The Company may, by means of the issue of debentures or otherwise, borrow money but—

• (a) where a borrowing is not from the Minister, it shall require his consent, and

• (b) the aggregate at any one time of the borrowings (including borrowings from the Minister) which have not been repaid shall not exceed seven million five hundred thousand pounds.

14 Advances to Company by Minister.

14.—(1) The Minister may make advances to the Company for the carrying out of the Company's objects.

• (2) Advances under this section shall be made on such terms as to repayment, interest and other matters as may be determined by the Minister.

• (3) The aggregate at any one time of advances under this section which have not been repaid shall not exceed seven million five hundred thousand pounds.

15 Guaranteeing by Minister of borrowings by Company.

15.—(1) The Minister may guarantee, in such form and manner and on such terms and conditions as he thinks fit, the due repayment by the Company of the principal of any moneys borrowed by the Company or the payment of interest on such moneys or both the repayment of the principal and the payment of the interest.

• (2) Where a guarantee under this section is or has been given, the Company shall, if the Minister so requires, give to him such security (including, in particular, debentures) as may be specified in the requisition for the purpose of securing to the Minister the repayment of any moneys which he may be liable to pay or has paid under the guarantee.

• (3) The Minister shall as soon as may be after the expiration of every financial year, lay before each House of the Oireachtas a statement setting out with respect to each guarantee under this section given during that year or given at any time before, and in force at, the commencement of that year—

• (a) particulars of the guarantee,

• (b) in case any payment has been made by the Minister under the guarantee before the end of that year, the amount of the payment and the amount (if any) repaid to the Minister on foot of the payment,

• (c) the amount of principal covered by the guarantee which was outstanding at the end of that year.

• (4) Moneys paid by the Minister under a guarantee under this section shall be repaid to him (with interest thereon at such rate or rates as he appoints) by the Company within two years from the date of the advance of the moneys out of the Central Fund.

• (5) Where the whole or any part of moneys required by subsection (4) of this section to be repaid to the Minister has not been repaid in accordance with that subsection, the amount so remaining outstanding shall be repaid to the Central Fund out of moneys provided by the Oireachtas.

• (6) Notwithstanding the provision of moneys under subsection (5) of this section to repay the amount to the Central Fund, the Company shall remain liable to the Minister in respect of that amount and that amount (with interest thereon at such rate or rates as the Minister appoints) shall be repaid to the Minister by the Company at such times and in such instalments as he appoints and, in default of repayment as aforesaid and without prejudice to any other method of recovery, shall be recoverable as a simple contract debt in any court of competent jurisdiction.

16 Provision of money for payments under this Act out of Central Fund.

16.—(1) All moneys from time to time required by the Minister to meet sums which may become payable by him under this Act shall be advanced out of the Central Fund or the growing produce thereof.

• (2) The Minister may, for the purpose of providing for advances out of the Central Fund under this section, borrow on the security of the Central Fund or the growing produce thereof any sums required for the purpose, 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 all moneys so borrowed into the Exchequer.

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

17 Accounts and audits.

17.—(1) The Company shall keep in such form as shall be approved by the Minister all proper and usual accounts of all moneys received or expended by it, and, in particular, shall keep in such form as aforesaid all such special accounts as the Minister may from time to time direct.

• (2) As soon as may be after the end of each accounting year, accounts kept in pursuance of this section shall be submitted by the Company to an auditor (whose appointment shall be subject to approval by the Minister) for audit and the Company shall furnish a copy of the accounts so audited, together with a copy of the auditor's report thereon, to the Minister who shall cause copies thereof to be laid before each House of the Oireachtas.

• (3)
• (a) Where the Company furnishes a copy of accounts pursuant to subsection (2) of this section, they shall annex thereto—

• (i) a copy of the latest balance sheet of each company which is a subsidiary of the Company and a copy of the auditor's report on such balance sheet, and

• (ii) as respects each such company which is required to lay a profit and loss account before general meetings, a copy of the latest profit and loss account.

• (b) In paragraph (a) of this subsection “company which is a subsidiary of the Company” means a company of which a half or more of the ordinary share capital is owned by the Company.

• (c) In paragraph (b) of this subsection “ordinary share capital” means, in relation to a company, all the issued capital (by whatever name called) of such company, other than capital the holders whereof have a right to a dividend at a fixed rate or a rate fluctuating in accordance with the rate of income tax, but have no other right to share in the profits of the company.

18 Annual report and furnishing of information to Minister.

18.—(1) As soon as may be after the end of each accounting year, the Company shall make a report to the Minister, in such form as he may direct, of its activities during the preceding year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas.

• (2) The Company shall, if so required by the Minister, furnish to him such information as he may require in respect of any balance sheet, account or report of the Company or in relation to the policy and operations of the Company.

19 Membership of either House of the Oireachtas by directors of Company.

19.—(1) Where a director of the Company is nominated either as a candidate for election to either House of the Oireachtas or as a member of Seanad Éireann, he shall thereupon cease to be a director of the Company.

• (2) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein shall, while so entitled, be disqualified from becoming a director of the Company.

20 Restriction on making of superannuation scheme.

20.—A scheme made by the Company for the payment of superannuation benefits to or in respect of the officers or servants of the Company shall not be valid unless made with the consent of the Minister.

21 Expenses of Minister.

21.—The expenses incurred by the Minister in the administration of this Act shall be paid out of moneys provided by the Oireachtas.

22 Short title.

22.—This Act may be cited as Taiscí Stáit Teoranta Act, 1963.