No. 2/1963:

NÍTRIGIN ÉIREANN TEORANTA ACT, 1963

ARRANGEMENT OF SECTIONS

1 Definitions.

2 Acquisition of shares by Minister for Finance.

3 Exercise by Minister for Finance of right or power exercisable by holder of shares.

4 Payment of dividends, etc., into Exchequer.

5 Advances to company by Minister for Finance.

6 Alteration of memorandum and articles of association.

7 Guarantee by Minister of borrowings by Company.

8 Provision of money for payments under the Act out of the Central Fund.

9 Provision having effect in certain circumstances.

10 Expenses of Minister.

11 Short title.

SCHEDULE

AN ACT TO AUTHORISE THE MINISTER FOR FINANCE TO TAKE UP SHARES IN NÍTRIGIN ÉIREANN TEORANTA, TO PROVIDE FOR THE MAKING BY THAT MINISTER OF ADVANCES OUT OF THE CENTRAL FUND TO THAT COMPANY AND FOR THE GUARANTEEING BY THE MINISTER FOR INDUSTRY AND COMMERCE OF BORROWINGS BY THAT COMPANY AND TO PROVIDE FOR MATTERS CONNECTED WITH THE MATTERS AFORESAID.

[19th February, 1963.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

1.—In this Act—

"the Company" means Nítrigin Éireann Teoranta;

"the Companies Acts" means the Companies Acts, 1908 to 1959;

"the Minister" means the Minister for Industry and Commerce.

2.—The Minister for Finance may, after consultation with the Minister, from time to time take up by subscription or purchase from the holder shares of the Company of any class or classes to an amount not exceeding in the aggregate £100.

3.—The Minister for Finance 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.

4.—All dividends and other moneys received by the Minister for Finance in respect of shares of the Company shall be paid into or disposed of for the benefit of the Exchequer.

5.—(1) For the purpose of enabling the Company to perform its functions the Minister for Finance may, on the recommendation of the Minister, advance from time to time to the Company such sums (not exceeding in the aggregate, when added to any moneys advanced to the Company before the passing of this Act out of moneys provided by the Oireachtas, six million pounds) as the Company may from time to time request.

(2) Advances under subsection (1) of this section shall be made on such terms as to repayment, interest and other matters as may be determined by the Minister for Finance.

(3) All sums paid by the Company in repayment of an advance under subsection (1) of this section or in pursuance of any term or condition subject to which an advance was made under the section shall be paid into or disposed of for the benefit of the Exchequer.

6.—The Company shall take such steps as may be necessary under the Companies Acts to alter the memorandum and articles of association of the Company to make them consistent with this Act.

7.—(1) The Minister may, with the consent of the Minister for Finance, guarantee, in such form and manner and on such terms and conditions as the Minister for Finance may sanction, 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) The Minister shall not so exercise the powers conferred by subsection (1) of this section that the amount, or the aggregate amount, of principal which he may at any one time be liable to pay on foot of any guarantee or guarantees under that subsection for the time being in force together with the amount of principal (if any) which the Minister has previously paid on foot of any such guarantees and has not been repaid by the Company, exceeds £1,000,000.

(3) 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.

(4) 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.

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

(6) Where the whole or any part of moneys required by subsection (5) 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.

(7) Notwithstanding the provision of moneys under subsection (6) 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 for Finance appoints) shall be repaid to the Minister by the Company at such times and in such instalments as the Minister for Finance 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.

(8) Moneys repaid by the Company to the Minister or recovered from the Company by the Minister under this section shall be paid into or disposed of for the benefit of the Exchequer.

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

(2) The Minister for Finance may, for the purpose of providing for the advance of sums 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 that purpose, and for the purposes 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 such securities shall be charged on and payable out of the Central Fund or the growing produce thereof.

9.—The provisions of the Schedule to this Act shall have effect so long as—

( a ) the Minister for Finance holds any shares of the Company,

( b ) any moneys borrowed by the Company, the due repayment of which is guaranteed by the Minister under this Act, have not been repaid,

( c ) any moneys borrowed by the Company, the due repayment of which is so guaranteed and the amount of which has been paid by the Minister under the guarantee, have not (together with interest thereon at the rates appointed by the Minister for Finance) been repaid by the Company to him or recovered from the Company by him, or

( d ) any moneys advanced to the Company from the Central Fund have not been repaid.

10.—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.

11.—This Act may be cited as the Nítrigin Éireann Teoranta Act, 1963.

SCHEDULE

PROVISIONS HAVING EFFECT SO LONG AS THE MINISTER FOR FINANCE HOLDS ANY SHARES OF THE COMPANY OR ANY MONEYS BORROWED BY THE COMPANY THE DUE REPAYMENT OF WHICH IS GUARANTEED BY THE MINISTER HAVE NOT BEEN REPAID OR ANY MONEYS PAID BY THE MINISTER UNDER A GUARANTEE HAVE NOT BEEN REPAID TO HIM BY OR RECOVERED BY HIM FROM THE COMPANY OR ANY MONEYS ADVANCED TO THE COMPANY FROM THE CENTRAL FUND HAVE NOT BEEN REPAID.

Restriction on alteration of memorandum and articles of association.

1. Notwithstanding anything contained in the Companies Acts or in the memorandum or articles of association of the Company, an alteration in the said memorandum or articles shall not be valid or effectual unless made with the previous approval of the Minister given after consultation with the Minister for Finance.

Restriction on issue of shares.

2. An issue of shares of the Company shall not be made unless the Minister for Finance, after consultation with the Minister, has authorised the issue.

Vesting in Minister for Finance upon director's death, etc., of share hold by such director.

3. Upon the retirement or death of a director of the Company or upon the office of a director becoming vacated in accordance with the articles of association of the Company, the share held by such director shall, without the necessity of a transfer, vest in the Minister for Finance upon payment by the said Minister of the par value of such share to such former director or his legal personal representative.

Furnishing of accounts to minister.

4. (1) The Company shall, as soon as may be after the end of each accounting year of the Company, furnish to the Minister—

( a ) a balance sheet as at the end of that accounting year duly audited by the auditor of the Company,

( b ) a profit and loss account for that accounting year duly audited by the auditor of the Company, and

( c ) a copy of the report of the directors of the Company to the shareholders of the Company for that accounting year.

(2) The balance sheets and profit and loss accounts furnished pursuant to subparagraph (1) of this paragraph shall be drawn up in such manner as the Minister, after consultation with the Minister for Finance, shall direct.

(3) A copy of every balance sheet, profit and loss account and report furnished to the Minister pursuant to subparagraph (1) of this paragraph shall be laid by him before each House of the Oireachtas as soon as may be after such balance sheet, profit and loss account and report are so furnished to him.

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

Membership of either House of the Oireachtas by directors, officers and servants of Company.

5. (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) Where a person who is either an officer or a servant in the employment of the Company becomes a member of either House of the Oireachtas—

( a ) he shall, during the period commencing upon his becoming entitled under the Standing Orders of that House to sit therein and ending either when he ceases to be a member of that House or, if it should sooner happen, upon his resignation or retirement from such employment or upon the termination of such employment by the Company, stand seconded from such employment,

( b ) he shall not be paid by, or entitled to receive from the Company any salary or wages, as the case may be, in respect of that period.

(3) If a person who is or was an officer or servant of the Company becomes entitled to a pension under the Ministerial and Parliamentary Offices Acts, 1938 to 1960, he shall not be entitled to reckon the whole or any part of his period of pensionable service, within the meaning of those Acts, for any superannuation benefits payable under a scheme made by the Company for the payment of superannuation benefits to or in respect of the officers or servants of the Company.

(4) 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 or an officer or servant of the Company.