No. 31/1924:

RAILWAY AMALGAMATION SCHEMES. THE RAILWAYS (GREAT SOUTHERN) PRELIMINARY AMALGAMATION SCHEME, 1924. DATED NOVEMBER 12, 1924.

RAILWAY AMALGAMATION SCHEMES. THE RAILWAYS (GREAT SOUTHERN) PRELIMINARY AMALGAMATION SCHEME, 1924. DATED NOVEMBER 12, 1924.

ARRANGEMENT OF SECTIONS.

Preamble.

WHEREAS the Great Southern and Western Railway Company including the Geashill Extension separate undertaking, the Midland Great Western Railway of Ireland Company and the Cork, Bandon and South Coast Railway Company including the Bantry Bay Extension are three of the amalgamating Companies mentioned in the first Schedule to the Railways Act, 1924 (a) (in this Preliminary Scheme called the Railways Act), and as such are authorised by the Railways Act to submit to the Minister for Industry and Commerce for reference to the Railway Tribunal a Preliminary Scheme for Amalgamation.

^(a) No. 29 of 1924.

AND WHEREAS the provisions of the Railways Act relating to the procedure preliminary to the submission of a scheme have been complied with.

NOW THEREFORE pursuant to the provisions of the Railways Act, the said Companies submit the Preliminary Amalgamation Scheme hereinafter contained.

1.—This Scheme may be cited for all purposes as The Railways (Great Southern) Preliminary Amalgamation Scheme, 1924.

2.—(1) So far as applicable and as varied by this Scheme there are incorporated with and form part of this Scheme :—

The Companies Clauses Consolidation Act, 1845, except Sections 91 and 109 thereof :

Provided that any Committees appointed under Section 95 of that Act may comprise persons who, though not Directors of the Company incorporated by this Scheme, are proprietors to the extent of a Director's qualification.

Part I (relating to cancellation and surrender of shares) Part II (relating to additional capital) and Part III (relating to debenture stock) of the Companies Clauses Act 1863; as amended by subsequent Acts.

(2) The following parts of Acts are incorporated with and form part of this Scheme (that is to say) :—

Part V (relating to amalgamation) of the Railways Clauses Act 1863, subject to the provisions of the Railways Act;

The provisions contained in the Third Schedule to the Railways Act (with respect to officers and servants) Provided that references to the amalgamated company in the said Third Schedule shall be construed as referring to the Company.

(3) For the purposes of the incorporation of the above mentioned enactments this Scheme shall be deemed to be the Special Act.

3.—In this Scheme—

" The Vested Companies " means the Companies named in the Preamble;

" The Company " means the Company incorporated by this Scheme;

" The date of approval " means the date upon which this Scheme is approved by the Railway Tribunal.

" Stock " includes shares and other securities mentioned in the Schedules hereto unless there be something in the context or subject repugnant to such construction.

4.—(1) On and from the date of approval the undertakings of the Vested Companies are hereby amalgamated and the undertakings so amalgamated shall constitute one undertaking and shall be vested in and be the undertaking of the Company.

(2) All property assets funds and moneys including moneys received or receivable under the provisions of the Irish Railways (Settlement of Claims) Act 1921 remaining in the hands of or accruing to the Vested Companies respectively after making the payments hereinafter mentioned and providing for the compensation of the Directors of the Vested Companies in accordance with the provisions of this Scheme shall on and from the date of approval be and become the property of the Company.

(3) The Vested Companies shall provide up to the 1st day of July, 1924, for their land rent charges and fixed and guaranteed charges and interest on their debenture stock and loans and such dividends on their preference and ordinary stocks as may be declared by such Companies respectively in general meeting.

5.—On and from the date of approval the Vested Companies respectively shall (except for the purposes by this Scheme authorised and directed) be and are hereby dissolved and the several persons who on the date of approval by virtue of this Scheme become the registered holders of stock of the Company (other than debenture stock) shall be and are hereby united into a Company and shall be and are hereby incorporated by the name of The Great Southern Railway Company and by that name shall be a body corporate with perpetual succession and a common seal and with power to purchase take hold and dispose of lands and other property for the purposes of the Company.

6.—The original capital of the Company shall be and shall consist of the stock set forth in the First Schedule hereto and (subject to the provisions of this Scheme) such stock shall on the date of approval be deemed to have been created and issued by virtue of this Scheme and without further or other authority.

7.—The several persons who immediately before the date of approval are the registered holders of stock of the Vested Companies described in the second and third columns of the Second Schedule hereto shall on and from the date of approval by virtue of this Scheme become and be registered holders of stock of the Company of the class or classes and in the proportions specified in the said Second Schedule in lieu of and in exchange for the stock of the Vested Companies held by them respectively.

8.—On and from the date of approval the persons who by virtue of this Scheme become the registered holders of stock of the Company shall (subject to the provisions of this Scheme) accept and be deemed to have accepted the stock of the Company allocated to them under this Scheme in substitution for the stock of the Vested Companies held by them and in satisfaction of all claims arising thereunder.

9.—Subject to the provisions of this Scheme all the stock forming the original capital of the Company (other than debenture stock) shall respectively have and be subject to the rights privileges priorities and incidents hereinafter mentioned that is to say :—

(a) The four per cent. guaranteed preference stock shall be entitled to a fixed cumulative preferential dividend of four per cent. per annum payable half yearly out of the profits of the Company applicable to the payment of dividend in any year or years in priority to the other preferential stock and the ordinary stock of the Company ;

(b) The four per cent. preference stock shall rank for dividend next after the four per cent. guaranteed preference stock and in priority to the ordinary stock of the Company and shall be entitled to a fixed preferential dividend of four per cent. per annum payable half yearly out of the profits of the Company applicable to the payment of dividend in each year : Provided that if in any year ending on the thirty-first day of December there are not profits available for the payment of the full amount of such dividends for that year no part of the deficiency shall be made good out of the profits of any subsequent year;

(c) The ordinary stock shall be entitled to payment of a dividend in respect of each year next after the four per cent. preference stock out of the profits of each year. Such dividend shall be paid yearly provided that the directors of the Company may if it appears to them that the profits of the Company are sufficient pay an interim dividend for the first half of any year.

(d) The North Wall Extension Lines 1 and 2 £100 Shares shall receive by way of dividend such part of the money arising from the net receipts for Traffic on those Lines as is provided by Section 40 of the Great Southern and Western Railway Act, 1872.

For the purpose of the payment of dividends and interest each half-year of the year 1924 shall rank as a year of account.

10.—(1) The debenture stocks forming part of the original capital of the Company shall in respect of the undertaking of the Company have and be subject to the rights, privileges, priorities and incidents hereinafter mentioned, that is to say :—

The four per cent. debenture stock and the seven per cent. redeemable (1925) debenture stock shall rank for interest pari passu with one another, and shall have the rights, privileges, and priorities prescribed and conferred by Part III. of the Companies Clauses Act, 186.

(2) Interest on the debenture stocks shall be due half-yearly on 30th June, and 31st December of each year, and shall be payable on the 15th July and 15th January, respectively, next following.

(3) Upon any part of the redeemable debenture stock of the Company being paid off the Company shall have the like power to re-borrow the amount so paid off as if the same had been originally borrowed on mortgage by the Company.

11.—At all general meetings of the Company every registered holder of stock (other than debenture stock, the holders of which shall have no voting rights) in the original capital of the Company (unless otherwise provided by the terms of creation or issue thereof) and (subject as aforesaid) of any similar stock that may after the date of approval be created by the Company under the provisions of this Scheme shall be entitled to one vote in respect of every hundred pounds of such stock.

12.—Any holder of stock of any of the Vested Companies who shall deliver to the Secretary of the Company the certificate of such stock to be cancelled shall be entitled without payment to receive from the Company in substitution for the certificate so delivered a certificate of the stock which is allocated to such holder by this Scheme in substitution for the stock of which the certificate is so delivered: Provided that until such substitution the certificates of stock of the Vested Companies shall subject to the provisions hereinafter contained relating to fractional parts of a pound of stock be deemed to be certificates of the stock of the Company allocated to the holders of such certificates by this Scheme.

13.—If any certificate of stock of the Vested Companies in substitution for which any stock of the Company is allocated under this Scheme be lost or destroyed then upon proof thereof and upon an indemnity being given to the reasonable satisfaction of the Directors of the Company against any claim in respect of such lost or destroyed certificate the Company shall deliver to the person entitled to such certificate a certificate of the stock of the Company which is allocated to him by this Scheme in substitution for the stock of which the certificate has been lost or destroyed.

14.—No person shall become entitled to any fractional part of a pound of stock of any denomination in the capital of the Company but in every case in which any person would but for this provision have become entitled to a fractional part of a pound of any such stock the Company may at its option receive and recover from such person such a sum as will at the market value of such stock immediately after the date of approval make up an even pound or pay to such person in cash the aforesaid market value of such fractional part.

15.—Stock of the Company substituted by virtue of this Scheme for stock of any of the Vested Companies shall be held upon and subject to the same trusts liens charges powers and other legal or equitable rights privileges and restrictions as affected the stock for which by virtue of this Scheme the same is substituted and any reference in any statute deed will codicil book document instrument or writing to stock of any of the Vested Companies shall be deemed to be a reference to the stock of the Company substituted therefor by virtue of this Scheme.

16.—(1) In the event of any absorption scheme approved by the Railway Tribunal providing for the allocation of stock of the Company to the holders of shares stock or securities of the absorbed Company the original capital of the Company shall be increased by the addition of such amount of stock as may be required for allocation amongst the persons becoming entitled under such absorption scheme to such stock of the Company as if such persons had been the registered holders of such last-mentioned stock immediately before the date when such absorption scheme is approved.

(2) As on the date when such absorption scheme is approved the several persons who shall become entitled to such stock of the Company under or by virtue of such absorption scheme shall respectively by virtue of this Scheme have allocated to them and become and be the registered holders of such stock of the Company of the class in the proportions and upon the conditions and subject to the provisions specified in such absorption scheme.

17.—On and from the date of approval all unexercised powers of raising money by the creation and issue of new stocks or shares or by borrowing possessed by the Vested Companies respectively shall be and are hereby repealed.

18.—The Company may raise by the creation and issue of new stock (other than loans or debenture stock) capital not exceeding £825,370, being the aggregate amount of the authorised but unexercised capital powers of the Vested Companies; and the Company may create and issue such new stock either wholly or partly as ordinary stock, or wholly or partly as preference stock as it may think fit; Provided that notwithstanding anything contained in the Companies Clauses Act, 1863, any such preference stock may bear such rate of dividend as the Directors of the Company determine at the time or times of the creation or issue thereof.

19.—The Company may in issuing any new stock under the powers of this Scheme dispose of the same at such times to such persons on such terms and conditions and in such manner as the Directors of the Company think advantageous to the Company.

20.—Any new stock created by the Company under this Scheme otherwise than as loans or debenture stock shall unless otherwise provided by the terms of creation or issue thereof be subject and entitled to the same powers provisions forfeitures liabilities rights privileges and incidents as if that stock were part of the original capital stock of the Company of the same class and denomination.

21.—If the Company after having created any new stock in respect of such additional capital determines not to issue the whole of the stock created it may cancel the unissued stock and may from time to time thereafter create and issue instead thereof other new stock of an aggregate amount not exceeding the aggregate amount of stock so cancelled.

22.—In addition to the powers conferred by Section 18 the Company may borrow on mortgage of its undertaking any sums not exceeding in the whole £268,122 (being the aggregate amount of the authorised but unexercised borrowing powers of the vested Companies) without being required to obtain the certificate of a justice under Section 40 of the Companies Clauses Consolidation Act, 1845.

23.—The Company may create and issue debenture stock subject to the provisions of Part III. of the Companies Clauses Act 1863 but notwithstanding anything therein contained the interest of all debenture stock and of all mortgages at any time created and issued or granted by the Company under this Scheme or any Act of the Oireachtas hereafter passed shall subject to the provisions of any such Act rank pari passu (without respect to the dates of the securities or of the Acts of the Oireachtas or resolutions by which the stock and mortgages were authorised) and shall have priority over all principal moneys secured by such mortgages.

24.—(1) If the Company desires to raise any capital by the issue of preference stock or to issue any debenture stock which it is by this Scheme authorised to create or issue it may create and issue such preference stock or debenture stock so as to be redeemable at such times and in such manner and on and subject to such terms and conditions and to bear such rate or rates of dividend or interest as the Directors of the Company at the time or times of the creation or issue thereof shall determine.

(2) There shall be stated on each certificate of any such redeemable stock the time at which and the manner in which and the terms and conditions on and subject to which such stock is to be redeemed.

(3) For the purpose of providing money for paying off or redeeming any such redeemable stock the Company may create and the Directors of the Company may issue other stock either ordinary preference or debenture stock and either redeemable or not or the Directors of the Company may re-issue any preference or debenture stock originally created and issued in pursuance of the provisions of this Scheme: Provided that the creation and issue of any particular class of stock in pursuance of the provisions of this section does not make the total amount of that class of stock issued exceed the amount of that class of stock which the Company is for the time being authorised to create and issue except during the necessary interval between the creation and issue of the new stock and the redemption of the old stock.

25.—(1) The Company may from time to time set aside out of net revenue and after providing for the payment of interest or dividends on any loans mortgages bonds or debenture stock or preference stock of the Company and for other fixed charges and obligations such sums as the Company may consider proper for the purpose of forming a fund for the redemption at maturity of any redeemable stock which the Company may have issued in pursuance of the provisions of this Scheme and which under the conditions of the issue thereof is redeemable wholly or partly in cash and the Company may invest any sums so set apart and the income therefrom in any securities in which trustees are for the time being by law authorised to invest trust funds or in any other securities (not being except as hereinafter provided securities of the Company) in which it may be authorised to invest those sums by a resolution passed at a general meeting of the Company.

(2) All sums so set apart shall be applied to the redemption at maturity of any redeemable stock for the redemption of which they have been set apart or may if the Directors of the Company think fit be applied to the purchase of any such stock at a price not exceeding the redemption price and any stock so purchased shall be treated as redeemed.

26.—All moneys raised by the Company under this Scheme whether by the issue of stock or by borrowing shall be applied only to the purposes to which capital is properly applicable.

27.—If any money is payable by the Company to a holder of stock or of a mortgage of the Company being a minor idiot or lunatic the receipt of the guardian or committee of his estate shall be a sufficient discharge to the Company.

28.—Nothing in this Scheme shall prevent the Company from paying such interest on money advanced beyond the amount of calls actually made as is in conformity with the Companies Clauses Consolidation Act 1845 but save as aforesaid no interest or dividend shall be paid out of any capital moneys of the Company.

29.—(1) For the period commencing on the date of approval and ending on the date of the ordinary general meeting of the company to be held in the year one thousand nine hundred and twenty-five the Company shall be directed by a Board consisting of fourteen Directors of whom nine shall be nominated by the Directors of the Great Southern and Western Railway Company four shall be nominated by the Directors of the Midland Great Western Railway of Ireland Company and one shall be nominated by the Directors of the Cork Bandon and South Coast Railway Company.

(2) The Directors to be so nominated shall be chosen from amongst the Directors of the said Vested Companies holding office at the time of such nominating and shall hold office until the date of the said ordinary general meeting of the Company to be hold in the year one thousand nine hundred and twenty-five and shall then retire but any Director so retiring may if otherwise qualified be elected as a Director of the Company under the provisions hereinafter contained.

(3) In the event of a casual vacancy occurring during the said period amongst the Directors the vacancy shall be filled by a person co-opted by the other Directors, being a person who was a Director of the Vested Company by the Directors of which the vacating Director was nominated.

(4) For the said period the remuneration of the Directors nominated under the provisions of this section and of the Auditors to be nominated as hereinafter provided may be determined by such Directors and paid accordingly subject to confirmation by the proprietors at the said ordinary general meeting of the Company to be hold in the year one thousand nine hundred and twenty-five.

30.—(1) At the ordinary general meeting of the Company to be held in the year one thousand nine hundred and twenty-five the proprietors shall elect a Board of Directors consisting of not less than twelve or more than fifteen persons of whom one-third or if their number is not a multiple of three then the number nearest but not exceeding one-third shall be deemed to have been elected for one year and one-third or such number nearest as aforesaid shall be deemed to have been elected for two years and the Directors who shall be deemed to have been elected for one year and two years respectively shall be selected by lot unless the Directors otherwise agree.

(2) Except as otherwise herein provided the term of office of a Director shall be three years but on retirement a Director may if otherwise qualified be re-elected.

(3) No person shall be capable of being a Director of the Company under the provisions of this section or continue to hold the office unless he be possessed in his own right of ordinary stock of a nominal amount of not less than two thousand pounds.

(4) A candidate for election as a Director at a general meeting of the Company shall not be eligible to be elected unless he shall have held the prescribed amount of stock for not less than three months before the meeting at which he is a candidate for election and unless he shall have signified that he is a candidate by notice in writing to the Secretary of the Company delivered at the office of the Company at least thirty days before such meeting. In the case of a Director retiring by rotation notice of opposition to his re-election shall be given by a similar notice not less than ten days before such meeting.

(5) It shall be lawful for the Company from time to time at a general meeting to reduce or increase the number of Directors: Provided that the reduced number shall not at any time be less than twelve and the increased number shall not at any time exceed fifteen.

(6) Any casual vacancy occurring amongst the Directors after the ordinary general meeting of the Company to be held in the year one thousand nine hundred and twenty-five shall be filled by a duly qualified person co-opted by the Directors and any person co-opted to fill a casual vacancy shall hold office for the same period as that for which his predecessor would have held office.

31.—At the first meeting of the Directors held after the date of approval and at the first meeting of the Directors held after each annual appointment of Directors the Directors present at such meeting shall choose one of the Directors to act as Chairman of the Board for the year following such choice and shall also if they think fit choose one or two other Directors to act as Deputy-Chairman or Deputy-Chairmen for the same period and if the Chairman or either of the Deputy-Chairmen die or resign or cease to be a Director or otherwise becomes disqualified to act the Directors present at the meeting next after the occurrence of such vacancy shall choose some other of the Directors to fill such vacancy and every person so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so elected would have been entitled to continue if such death resignation removal or disqualification had not happened.

Deputy Chairman, or Deputy Chairmen.

32.—The following provisions relating to general meetings transfer books and Auditors shall apply to the Company that is to say:—

(a) General meetings.—The ordinary general meeting of the Company to be held in the year one thousand nine hundred and twenty-five shall be held not later than the thirty-first day of March in that year and the subsequent ordinary general meetings shall be held in the months of February or March of each year and all general meetings shall be held at a place to be appointed from time to time by the Directors;

(b) Quorum.—The quorum for a meeting of the Company shall be twenty stockholders holding in the aggregate stock (other than loans or debenture stock) of the Company of a nominal value of one hundred thousand pounds;

(c) Transfer books.—It shall be lawful for the Directors of the Company to close the registers of transfers of stock for a period not exceeding twenty-one days previous to each ordinary general meeting;

(d) Auditors.—There shall not be more than two Auditors who shall in the first instance be nominated by the Directors of the Company and who shall take office on and from the date of approval.

33.—Except as otherwise herein provided the choice and removal of the Directors and of the Auditors the determination as to the remuneration of the Directors and of the Auditors the determination as to the amount of money to be borrowed on mortgage the determination as to the augmentation of capital and the declaration of dividends other than interim dividends shall be exercised only at a general meeting of the Company.

34.—Where several persons are jointly entitled to and registered as holders of stock of the Company any one of those persons may vote at any meeting of the Company either personally or by proxy in respect of the stock as if he were solely entitled thereto but if more than one of the joint holders be present at any meeting personally or by proxy the one whose name stands first on the register in respect of the stock shall alone be entitled to vote in respect thereof.

35.—The attorney of any stockholder duly authorised in writing may appoint a proxy being a stockholder to vote for and on behalf of the stockholder and for that purpose may execute on behalf of the stockholder the necessary form of proxy. Provided that where the stockholder is a body corporate the proxy may be any member of such body though not personally a stockholder in the Company: Provided that the instrument appointing the attorney shall be transmitted to the Secretary of the Company at the same time as or before the instrument appointing the proxy.

36.—Notwithstanding anything contained in this Scheme the following provisions shall apply with respect to such of the vested Companies as shall not at the date of approval have held general meetings for the purpose of receiving the statements of accounts and declaring dividends for the half-year ending the 30th day of June, 1924 and for providing with the consent of the Proprietors for payment of compensation in accordance with the Railways Act to the Directors of such Companies respectively who suffer loss by abolition of office:—

(1) So far as may be necessary for the purposes referred to in this section the persons who are Directors Officers and Auditors of each of such vested Companies in office immediately before the date of approval or the survivors of them shall be deemed to continue in office for the purpose of the preparation and auditing of accounts and balance sheets, the production of the same to the proprietors of such Vested Company, the declaration of dividend for the half-year ending the 30th day of June, 1924 and for summoning holding and conduct of a general meeting of such Company.

(2) The persons who immediately before the date of approval are the proprietors of each of such Vested Companies, shall be deemed to be proprietors of such Company for the purposes of receiving the statements of account and declaring and receiving and recovering the dividends of such Company for the half-year ending the 30th day of June, 1924 and determining what compensation shall be paid to its Directors who suffer loss by abolition of office.

37.—Each of the Vested Companies may with the consent of its proprietors provide for the payment of compensation out of its assets to the Directors of such Company who suffer loss by abolition of office.

38.—During a period of twelve months commencing on the date of approval the Company shall be entitled to carry on business in the name or names of the Vested Companies in addition to or in substitution for the name of the Company and all contracts and engagements made or entered into by the Company during the said period in any such name or names shall be binding upon and enforceable by the Company.

39.—During the period between the 1st day of July, 1924 and the date of approval, the undertakings of the Vested Companies shall be deemed to have been carried on by such Companies respectively as agents for and on behalf of the Company and during such period the Company shall be deemed to have been, and shall be, liable alone for all debts and liabilities contracted by the Vested Companies respectively and shall be deemed to have been, and shall be, alone entitled without any assurance in that behalf to all assets and rights acquired by the Vested Companies respectively.

40.—(1) Subject to the provisions of this Section any superannuation pension provident widows' and orphans' and other benefit fund or funds established by any of the Vested Companies respectively (hereinafter in this Section called " the said funds ") and the respective management thereof shall continue unaltered as if the Vested Companies had not been amalgamated until other provision is made by the Oireachtas.

(2) For the purposes of the statutory enactments and of the rules and regulations relating to the said funds any power of the Vested Companies or the directors or any officer thereof shall be exercised by the Company or its directors or any officer thereof and the service or employment or dismissal under or by the Company of the officers and servants of the Vested Companies who by virtue of this Scheme become officers and servants of the Company shall be deemed to be service or employment or dismissal under or by that one of the Vested Companies in whose employment the officers or servants respectively were immediately prior to the date of approval: Provided that where under the rules of any of the said funds directors are authorised to appoint officers or servants to any managing committee, the directors of the Company in exercising such powers shall appoint officers or servants of the Company who are members of the fund to whose managing committee they are appointed or who but for the amalgamation would have been eligible for appointment to such managing committee.

(3) The obligations of each of the Vested Companies in respect of the said funds and in respect of the Railway Clearing System Superannuation Fund and in respect of every member of the said funds respectively and of the Railway Clearing System Superannuation Fund whether obtaining legally or by customary practice shall be binding upon the Company.

(4) All persons who are or have been members of any of the said funds and all persons claiming in right of any such members shall be entitled to the same benefits rights and privileges and subject to the same obligations whether obtaining legally or by customary practice as such persons would have been or might have become entitled or subject to if the Vested Companies had not been amalgamated.

(5) Any person in the service of one of the Vested Companies on the date of approval not being a member of any of the said funds and who becomes an officer or servant of the Company shall so long as he remains in the service of the Company have the same right to become a member of any of the said funds as he would have had if the Vested Companies had not been amalgamated and he had remained in the service of the same Company. Save as aforesaid no person shall be entitled to become a member of any of the said funds who is not so entitled immediately before the date of approval.

41.—(1) The following provisions shall apply in respect of the commutation of compensation payable under the provisions of the Third Schedule to the Railways Act :—

(a) The age of the applicant shall be reckoned at the age he will attain on the birthday next succeeding his application for commutation.

(b) The amount to be paid by way of commutation shall be such a sum as would if invested on the date of the application in the purchase of an immediate life annuity through the Post Office Savings Bank, purchase an annuity equal to the annual amount of that part of the compensation which is the subject of the application.

(2) The Secretary of the Company shall communicate to the applicant the amount proposed to be paid by way of commutation when calculated and the applicant shall within one month of receipt of such communication give notice to the Company of withdrawal of his application or that he accepts such amount or that he disputes such amount.

(3) Any such dispute shall be referred by the Company to and be determined by the standing arbitrator or Board of Arbitration whose decision shall be final.

(4) The amount to be paid by way of commutation when so agreed or determined shall be paid by the Company to the applicant.

Provided that nothing in this scheme shall be construed as preventing the commutation by agreement of the whole or any part of any such compensation.

42.—Notwithstanding anything in this Scheme on and from the date of approval all enactments awards deeds agreements and arrangements containing provisions as between the Minister for Posts and Telegraphs and any of the Vested Companies respectively relating to the construction and maintenance of telegraphs shall continue to apply only to the system of railways works and lands which previously to the date of approval formed the undertaking of such Company and to the Minister for Posts and Telegraphs and the Company in respect thereof.

This Scheme and the Schedules are hereby approved, and in witness thereof we, the Railway Tribunal, have hereunto attached our Seal and set our hands this twelfth day of November, one thousand nine hundred and twenty-four.

D. J. O'BRIEN.

JOHN R. KERR.

HENRY MANGAN.

JOHN O'BRIEN,

Registrar of Railway Tribunal.

SCHEDULES.

THE FIRST SCHEDULE.

ORIGINAL CAPITAL OF THE GREAT SOUTHERN RAILWAY COMPANY.

THE SECOND SCHEDULE.