No. 25/1933:

INDUSTRIAL CREDIT ACT, 1933

ARRANGEMENT OF SECTIONS

1 Definition.

2 Formation and registration of the Industrial Credit Company, Limited.

3 Loan to Company to pay expenses of formation.

4 Issue of share capital of the Company.

5 Underwriting by the Minister of issue of shares.

6 Charge of moneys on the Central Funds.

7 Payment of dividends etc. into the Exchequer.

8 Powers of the Minister as shareholder.

9 Powers of Minister in respect of shares held by him.

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

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

12 Short title.

SCHEDULE

AN ACT TO MAKE PROVISION FOR THE FORMATION AND REGISTRATION OF A COMPANY HAVING FOR ITS PRINCIPAL OBJECT THE PROVIDING OF INDUSTRIAL CREDIT, AND FOR THE ACQUISITION BY THE MINISTER FOR FINANCE OF SHARE CAPITAL OF SUCH COMPANY, AND FOR OTHER PURPOSES CONNECTED WITH THE MATTERS AFORESAID.

[31st July, 1933.]

BE IT ENACTED BY THE OIREACHTAS OF SAORSTÁT EIREANN AS FOLLOWS:—

1.—In this Act the expression "the Minister" means the Minister for Finance.

2.—Immediately upon the passing of this Act the Minister shall take all such steps as appear to him to be necessary or desirable to procure that a limited company (in this Act referred to as the Company) conforming to the conditions laid down in the Schedule to this Act shall be formed and registered in Saorstát Eireann under the Companies Acts, 1908 to 1924.

3.—(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 land other matters whatsoever as he shall think proper, a sum not exceeding fifteen thousand pounds.

(2) Any moneys 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 purposes.

(3) All sums paid to the Minister by the Company in or towards repayment of any moneys lent to the Company under this section or in payment of the interest on such moneys shall be paid into the Exchequer.

4.—No issue of the share capital or the Company (other than share capital issued to subscribers of the Memorandum of Association of the Company) shall be made at any time, unless the Minister, after consultation with the Minister for Industry and Commerce, has authorised such issue.

5.—The Minister may, subject to such conditions as he may think fit, agree with the Company that, if any shares in the Company about to be offered at any time for subscription are not within a specific time taken up by the public, he will take up and pay for such shares or some specified proportion thereof.

6.—(1) All moneys from time to time required to meet payments required to be made by the Minister to the Company in respect of any shares taken up by him under this Act shall be charged on and paid out of the Central Fund or the growing produce thereof.

(2) For the purpose of providing money for the sums charged on the Central Fund by this section the Minister may borrow from any person and the Bank of Ireland may advance to the said Minister any sum or sums to meet the sums charged on the Central Fund or the growing produce thereof by this section, and for the purpose of such borrowing the Minister may create and issue securities bearing such rate of interest, and subject to such conditions as to repayment, redemption or otherwise as he shall think fit.

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

(4) Any money raised by securities issued under this section shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which such Fund is available.

7.—All dividends, bonus and other moneys received by the Minister in respect of shares of the Company held by him shall be paid into the Exchequer.

8.—The Minister may, so long as he holds any of the shares of the Company, 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 Minister may, if he so thinks proper, exercise such rights or powers by his attorney.

9.—(1) The Minister may hold for so long as he thinks fit the shares of the Company subscribed for by him under this Act and may as and when he thinks fit sell all or any of such shares.

(2) The net proceeds of every sale by the Minister of shares of the Company held by him shall be paid into the Exchequer.

10.—Notwithstanding anything contained in the Companies Acts, 1908 to 1924, no alteration in the Memorandum of Association or Articles of Association of the Company which is, while the Minister holds any shares of the Company, made without the previous approval of the Minister after consultation by him with the Minister for Industry and Commerce, shall be valid and effective.

11.—(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 shall be prescribed by regulations made under this section, and such balance sheet shall contain (in addition to any matter required by such regulations) 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.

(6) The Minister may by order make regulations prescribing any matter referred to in this section as prescribed by regulations made under this section.

12.—This Act may be cited as the Industrial Credit Act, 1933 .

SCHEDULE

CONDITIONS TO WHICH THE COMPANY IS TO CONFORM.

1. The Memorandum and Articles of Association of the Company shall be subject to the approval of the Minister after consultation by him with the Minister for Industry and Commerce.

2. The Memorandum of Association of the Company shall provide—

( a ) that the name of the Company shall be the Industrial Credit Company, Limited;

( b ) that the registered office of the Company shall be situate in Dublin;

( c ) that the principal objects of the Company shall include the acquisition, underwriting, holding, selling and otherwise dealing of or with shares, stocks, debentures, and other securities issued by any company, registered in Saorstát Eireann under the Companies Acts, 1908 to 1924, whose principal object is the carrying on in Saorstát Eireann of any trade or industry, and shall also include the lending or advancing money upon such security as the directors of the Company may think proper to any person engaged in or proposing to engage in Saorstát Eireann in any trade or industry for the purposes of establishing, carrying on, or extending such trade or industry;

( d ) that the liability of the members of the Company shall be limited;

( e ) that the amount of share capital of the Company shall be five million pounds which shall be divided into shares of one pound each or such other denomination or such denominations as shall be specified in the said Memorandum.

3. The Articles of Association of the Company shall specify the number of directors (including the chairman) of the Company and the number so specified shall be seven or five.

4. The Articles of Association of the Company shall provide—

( a ) that, so long as the Minister holds not less than one half (in nominal value) of the issued shares of the Company—

(i) in case the number of the directors of the Company is seven, four of the said directors shall be nominated by the Minister from time to time as occasion requires,

(ii) in case the number of directors of the Company is five, three of the said directors shall be nominated by the Minister from time to time as occasion requires,

(iii) the Chairman of the directors shall be nominated from time to time by the Minister from amongst the directors nominated by him;

( b ) that there shall be a managing director of the Company, and, subject to the next following sub-paragraph, the directors of the Company shall from time to time appoint one of their body to be managing director of the Company;

( c ) that the first managing director of the Company shall be such one of the directors of the Company as the Minister may appoint and shall hold the office of managing director for such period, not exceeding five years, on such terms, and subject to such conditions as the Minister may direct;

( d ) that the Company shall have power for the purposes of the Company to raise money by means of debentures, subject however as follows:—

(i) the amount so raised shall not exceed at any time the paid up share capital of the Company, and

(ii) the said power shall not, without the consent of the Minister, be exercisable at any time while the Minister holds more than one-fifth (in nominal value) of the issued shares of the Company;

( e ) that, so long as the Minister holds any shares of the Company, no person shall be capable of being appointed auditor of the Company unless the approval of the Minister to the nomination of such person to the office of auditor has been given.