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29 1924

RAILWAYS ACT, 1924

PART I.

Re-organisation of Railway System.

Amalgamation of railways.

2. —(1) With a view to the re-organisation and more efficient and economical working of the railway system of Saorstát Eireann, the amalgamated company shall be formed in accordance with the provisions of this Act by the amalgamation of the companies set out in the first column of the First Schedule to this Act, and by the absorption of the companies set out in the second column of that Schedule.

(2) For the purposes of this Act the Arigna Colliery Extension Railway, the Athy-Wolfhill Colliery Railway, and the Castle-comer Railway shall on the 1st day of January, 1925, or such earlier or later date as the railway tribunal after consultation with the Minister may fix, be absorbed by the amalgamated company on terms to be agreed with the owners of those railways or, in default of such agreement, on terms to be decided by the railway tribunal.

Preparation and settlement of the amalgamation scheme.

3. —(1) The amalgamating companies may on or before the 31st day of August, 1924, submit to the Minister an amalgamation scheme framed in accordance with the provisions of this Act which has been agreed to by all those companies.

(2) The Minister shall refer to the railway tribunal any scheme so submitted to him, and the tribunal, unless it appears to them that the scheme does not conform with the requirements of this Act or that the provisions of this Act relating to the procedure preliminary to the submission of an agreed scheme have not been complied with, shall confirm the scheme.

(3) If the amalgamating companies fail to submit an agreed amalgamation scheme framed in accordance with the provisions of this Act on or before the said date, a scheme for the amalgamation of those companies shall be prepared and settled in accordance with this Act by the railway tribunal.

Provisions to be contained in the amalgamation scheme.

4. —An amalgamation scheme under this Act—

(a) shall provide for the incorporation of the amalgamated company under an appropriate name with power to hold land for the purposes of the company, and make such provisions as appear necessary or expedient with regard to the share and loan capital of the amalgamated company and the vesting of the property, rights, powers, duties and liabilities, whether statutory or otherwise, of the amalgamating companies; and

(b) shall provide generally as to the terms and conditions of amalgamation and for the winding-up of the amalgamating companies, including the allocation to holders of securities of the amalgamating companies, in substitution therefor and in satisfaction of all claims arising thereunder, of such securities of the amalgamated company, and of such amounts, as may be specified in the scheme; and

(c) shall incorporate Part V. of the Railways Clauses Act, 1863, subject to the provisions of this Act, and may incorporate any of the provisions of the Companies Clauses Consolidation Act, 1845, and the Acts amending that Act, subject to the modification that any committees appointed under section 95 of the Companies Clauses Consolidation Act, 1845, may comprise persons who, though not directors of the company, are proprietors and possess such other qualifications (if any) as may be provided by the scheme; and

(d) shall give effect to the provisions contained in the Second Schedule to this Act with respect to the direction of the amalgamated company, and may, with the consent of the proprietors, provide for the payment of compensation out of the assets of an amalgamating company to any director of such company who suffers loss by abolition of office or who resigns office consequent on his being appointed a standing member of the railway tribunal, but in the latter eventuality his remuneration as such standing member of the railway tribunal shall be taken into account in fixing the amount of any such compensation; and

(e) shall contain such provisions with respect to the management of any superannuation, pension, provident, widows' and orphans' and other benefit fund or funds established by any amalgamating company as may be necessary in consequence of amalgamation, so, however, as to preserve in all other respects the management of such funds unaltered until other provision is made by the Oireachtas; and

(f) shall incorporate the provisions contained in the Third Schedule to this Act with respect to existing officers and servants; and

(g) may make such incidental and supplemental provisions as appear necessary or expedient in order to give full effect to the provisions of the scheme and the purposes of this Act.

Preparation and approval of absorption schemes.

5. —(1) The amalgamating companies may, on or before the 31st day of August, 1924, submit to the Minister a scheme or schemes framed in accordance with the provisions of this Act for the absorption by the amalgamated company of all or any of the absorbed companies, on terms agreed to by the absorbed companies to which the scheme or schemes may relate.

(2) The Minister shall refer to the railway tribunal any scheme so submitted to him, and the tribunal, unless it appears to them that the scheme does not conform with the requirements of this Act, or that the provisions of this Act relating to the procedure preliminary to the submission of an agreed scheme have not been complied with, shall confirm the scheme.

(3) If the amalgamating companies fail on or before the said date to submit an agreed scheme or schemes framed in accordance with the provisions of this Act for the absorption of all the absorbed companies, a scheme for the absorption of any such company with respect to which an agreed absorption scheme framed in accordance with the provisions of this Act has not been made shall be prepared and settled in accordance with this Act by the railway tribunal.

Provisions to be contained in absorption schemes.

6. —An absorption scheme under this Act—

(a) shall provide in such manner as appears necessary or expedient for the transfer to the amalgamated company of all the property, rights, powers, duties, and liabilities whether statutory or otherwise, of any absorbed company to which the scheme relates; and

(b) shall provide for the consideration to be given to the absorbed company or companies, and generally as to the terms and conditions of the transfer, and may provide for the consideration consisting in whole or in part of securities of the amalgamated company; and

(c) shall provide for the winding up of the absorbed company or companies, and may provide on any such winding up for the holder of any securities of the absorbed company receiving in substitution therefor and in satisfaction of all claims arising thereunder such securities of the amalgamated company forming part of the consideration for the transfer of the undertaking, and of such amounts, as may be specified in the scheme, and may, with the consent of the proprietors, provide for the payment of compensation out of the assets of an absorbed company to any director of such company who suffers loss by abolition of office or who resigns office consequent on his being appointed a standing member of the railway tribunal, but in the latter eventuality his remuneration as such standing member of the railway tribunal shall be taken into account in fixing the amount of any such compensation; and

(d) shall incorporate the provisions of Part V. of the Railways Clauses Act, 1863, subject to the provisions of this Act; and

(e) shall contain such provisions with respect to the management of any superannuation, pension, provident, widows' and orphans' and other benefit fund or funds established by any absorbed company to which the scheme relates as may be necessary in consequence of absorption so, however, as to preserve in all other respects the management of such funds unaltered until other provision is made by the Oireachtas or by agreement between the parties concerned, as the case may require; and

(f) shall incorporate the provisions contained in the Third Schedule to this Act with respect to existing officers and servants; and

(g) may make such incidental and supplemental provisions as appear necessary or expedient in order to give full effect to the provisions of the scheme and the purposes of this Act.

Saving as to transfer of liability in certain cases.

7. —(1) Notwithstanding anything contained in this Act, there shall not be transferred to the amalgamated company any liability of an absorbed company in respect of any dividends or interest or arrears of dividends or interest on any loan or any mortgage, bond, charge, debenture, debenture stock or other security for money on which there were six or more years arrears of dividends or interest unpaid on the 3rd day of April, 1924, and no provisions in this Act applicable to an absorption scheme shall apply to such liability: Provided that this sub-section shall not apply to the liability of an absorbed company in respect of any dividends or interest or arrears of dividends or interest on any mortgage, bond, charge, debenture, debenture stock or other security for money the holder of which was by virtue thereof in possession (whether by himself, or by a trustee on his behalf, or by a receiver appointed by him or any trustee on his behalf) on the 3rd day of April, 1924, of the property or any part of the property comprised in such mortgage, bond, charge, debenture, debenture stock or other security for money.

(2) In the event of the amalgamating companies and the absorbed companies failing to determine, for the purpose of an absorption scheme, the capital value of any loan or security mentioned in sub-section (1) of this section, the value shall be such amount (if any) as is determined by the railway tribunal having regard to the possibility of any dividends or interest being paid on such loan or security if absorption had not taken place.

Provisions as to determination of terms and conditions of amalgamation or transfer.

8. —For the purpose of determining the terms and conditions of amalgamation between the amalgamating companies or of the transfer of the undertaking of any absorbed company, the railway tribunal shall take into consideration all the circumstances of the case, and in particular the value on a net revenue earning basis of each of the amalgamating and absorbed companies as a separate company, and its value as a component part of the amalgamated company: so, however, that regard shall not be had to economies or accretions of traffic or other circumstances tending to enhance its value as such component part attributable solely to the provisions of this Act relating to amalgamation and absorption:

Provided that, in the case of the line of one company being worked by another company under an arrangement whereby a percentage of the gross receipts of the line so worked is payable to the owning company, the railway tribunal in determining the terms and conditions of transfer shall not take into account any higher charging powers than those authorised in respect of the line under the statutory provisions in force in the year 1913.

Supplementary provisions as to schemes.

9. —(1) The amalgamation scheme and every absorption scheme shall be so framed as to come into operation on the 1st day of January, 1925, or such earlier or later date, as the railway tribunal, after consultation with the Minister, may fix:

Provided that the amalgamation scheme shall be deemed to come into operation immediately before the absorption schemes.

(2) Before an agreed amalgamation or absorption scheme is referred to the railway tribunal, the scheme shall be submitted to the proprietors and debenture stock-holders of each amalgamating and absorbed company affected thereby in the manner provided in the Fourth Schedule to this Act.

(3) A scheme under this Part of this Act shall, when confirmed or settled by the railway tribunal, be binding on all persons and have effect as if enacted in this Act, and where any such scheme provides for the substitution of any securities of the amalgamated company for securities of an amalgamating or absorbed company any trustee or other person acting in a fiduciary capacity who at the date of the amalgamation or absorption held and was entitled to hold any securities of an amalgamating or absorbed company shall be entitled to hold the securities of the amalgamated company which may be substituted therefor.

(4) No stamp duty shall be payable in respect of any amalgamation or absorption scheme.

(5) Printed copies of the proposed amalgamation scheme and of every absorption scheme submitted to the Minister or prepared by the railway tribunal in accordance with the provisions of sections 3 and 5 of this Act, respectively, shall be placed on sale at such places and at such prices as the Minister may direct, and notice that such copies are on sale and the places where they may be obtained shall be published in the Iris Oifigiúil, and no such scheme shall be confirmed or settled by the railway tribunal until the expiration of twenty-one days after the publication of such notice.

(6) The amalgamation and every absorption scheme shall be deemed to be statutory rules and shall be printed, numbered, published, and sold, and may be cited, in the like manner as statutory rules are for the time being by law required to be printed, numbered, published, and sold, and permitted to be cited.

(7) If the railway tribunal postpones the date on which the amalgamation and absorption schemes are to come into operation to a date later than the said 1st day of January 1925, then, during the period of postponement, the undertakings of all the amalgamating and absorbed companies shall be used, worked, managed, maintained and repaired as one joint undertaking, and the net receipts of the joint undertaking shall be distributed amongst the amalgamating and absorbed companies upon such terms and subject to such conditions and in such proportions as may be agreed upon by the several companies with the approval of the railway tribunal or in default of agreement as may be determined by the railway tribunal, and the following provisions of this Act relating to the amalgamated company shall apply as if such joint undertaking were the undertaking of the amalgamated company and as if the governing body of the joint undertaking were the amalgamated company.

Preliminary scheme.

10. —(1) Any two or more amalgamating companies may, at any time after the passing of this Act and prior to the 31st day of August, 1924, submit to the Minister for reference to the Railway Tribunal a preliminary scheme for the amalgamation of those companies.

(2) An amalgamating company or any two or more amalgamating companies may, at any time after the passing of this Act and prior to the 31st day of August, 1924, submit to the Minister for reference to the Railway Tribunal a preliminary scheme for the absorption by such amalgamating company or companies of any absorbed company or companies upon such terms as may be agreed between those companies.

(3) The Railway Tribunal shall approve any such preliminary scheme so referred to them unless it appears to them that the provisions of this Act relating to the procedure preliminary to the submission of a scheme have not been complied with, or unless after hearing such of the other amalgamating companies as desire to be heard, the railway tribunal consider the scheme to be inconsistent with or prejudicial to the amalgamation scheme to be made in accordance with the provisions of this Act.

(4) Every such preliminary scheme shall, subject to such provisions in that behalf as may be contained therein, come into operation forthwith after it is approved.

(5) Subject to the provisions of this section, all the provisions of this Part of this Act relating to amalgamation and absorption schemes shall, with the necessary adaptations, apply respectively to preliminary amalgamation and absorption schemes except that a preliminary amalgamation scheme shall, instead of giving effect to the provisions contained in the Second Schedule to this Act with respect to the direction of the Company, make such alternative provision in that respect as may be agreed between the companies to be amalgamated.

(6) In the confirmation or preparation and settlement of the amalgamation scheme the Railway Tribunal shall give effect to any preliminary scheme approved by them, but so that the interests of the other amalgamating companies shall not be prejudiced thereby.

(7) Any company formed by a preliminary amalgamation scheme shall be deemed to be an amalgamating company for the purposes of this Act in lieu of the companies amalgamated by the scheme and shall not be deemed to be the amalgamated company within the meaning of this Act.

Power of trustees to invest in securities of amalgamated company.

11. —For the purposes of the provisions of the Trustee Act, 1893, relating to the securities in which trustees are authorised to invest trust funds, the amalgamated company shall be treated as if it were a railway company in Saorstát Eireann incorporated by special Act of Parliament and had, in each of the ten years immediately before the date of amalgamation, paid a dividend at the rate of not less than three per centum per annum on its ordinary stock.

Employees of Irish Railway Clearing House.

12. —(1) The provisions of the Third Schedule to this Act shall, with the modifications hereinafter mentioned, apply to every person who was on the 3rd day of April, 1924, an officer or servant of the Irish Railway Clearing House and who, as a direct result of any re-organisation of the Irish Railway Clearing House taking place within five years after the passing of this Act, is discharged on account of the abolition of his office or situation, or is required to perform duties such as are not analogous, or are an unreasonable addition, to those which he was required to perform immediately previous to the date aforesaid.

(2) For the purpose of the application of the Third Schedule to this Act to the persons aforesaid, the said Schedule shall be construed and take effect as if the Irish Railway Clearing House were substituted in the said Schedule for the amalgamated company, and the persons aforesaid were officers or servants of an amalgamating company.