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IMEACHTA AN CHOISTE.THE PROCEEDINGS OF THE COMMITTEE.Dé Máirt, 26 Márta, 1963.Tuesday, 26th March, 1963.1. The Committee met at 7.30 p.m. 2. Members Present. The following members were present:— The Minister for Industry and Commerce, Deputies Booth, Byrne, Cosgrave, de Valera, K. P. Egan, Gallagher and Norton. 3. Election of Temporary Chairman. Motion made (Deputy Cosgrave): “That Deputy Booth be the temporary Chairman of the Committee.” Question put and agreed to. Deputy Booth took the Chair accordingly. 4. Consideration of Bill. The Committee resumed consideration of the Bill. (i) Sections 174 to 182 inclusive, agreed to. (ii) Section 183. Amendment proposed (Minister for Industry and Commerce): “In subsection (1), page 106, line 12, after ‘years’ to insert ‘or to a fine not exceeding £500 or to both’ and in lines 14 and 15 to delete ‘such imprisonment and fine’.” Amendment agreed to. Section, as amended, agreed to. (iii) Section 184. Amendment proposed (Minister for Industry and Commerce): “In subsection (5), page 107, to delete lines 11 and 12 and substitute: ‘2 years or to a fine not exceeding £500 or to both or on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both’.” Amendment agreed to. Section, as amended, agreed to. (iv) Section 185. Amendment proposed (Minister for Industry and Commerce): “To delete subsection (1) and substitute: ‘(1) It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax or of income tax and sur-tax or of sur-tax, or otherwise calculated by reference to or varying with the amount of his income tax or his income tax and sur-tax or his sur-tax, or to or with the rate of income tax or sur-tax except under a contract which was in force on the 31st day of March, 1962, and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid.”’ Amendment agreed to. Section, as amended, agreed to. (v) New section. Amendment proposed (Deputy Byrne): “Before section 186 to insert a new section as follows: ‘(1) It shall not be lawful for a company to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such person as aforesaid by any other person, so, however, that nothing in this section shall apply— (a) to anything done by a company which is for the time being a private company; or (b) subject to subsection (2), to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or (c) in the case of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business. (2) Paragraph (b) of subsection (1) shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security, except either— (a) with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or (b) on condition that, if the approval of the company is not given as aforesaid at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within six months from the conclusion of that meeting. (3) Where the approval of the company is not given as required by any such condition, the directors authorising the making of the loan, or the entering into the guarantee, or the provision of the security, shall be jointly and severally liable to indemnify the company against any loss arising therefrom.” Amendment, by leave, withdrawn. (vi) Sections 186, 187 and 188 agreed to. (vii) Section 189. Amendment proposed (Minister for Industry and Commerce): “In subsection (2), paragraph (a), to delete ‘whose office is to be abolished or who is to retire from office’.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In subsection (3), page 109, line 23, to delete ‘made’ and, after ‘office’ in line 25, to insert: ‘include payments to him by way of compensation for loss of office as director of the company or for the loss, while director of the company, or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company’s affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary company but’.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “To add to the section a new subsection as follows: ‘( ) References in sections 186, 187, 188 and this section to a director include references to a past-director.”’ Amendment agreed to. Section, as amended, agreed to. (viii) Section 190. Amendment proposed (Minister for Industry and Commerce): “In subsection (10), page 110, to delete ‘In the case of any such refusal or default and substitute ‘To ensure compliance with the provisions of this section’.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In subsection (11), before paragraph (b), to insert a new paragraph as follows: ‘( ) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which he has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust; and’.” Amendment agreed to. Section, as amended, agreed to. (ix) Section 191 agreed to. Further consideration of the Bill adjourned. 5. Athlá. The Committee adjourned at 9.35 p.m. until 7.30 p.m. on Tuesday, 2nd April, 1963. |
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