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IMEACHTAÍ AN CHOISTE SPEISIALTA.PROCEEDINGS OF THE SPECIAL COMMITTEE.Dé hAoine, 26 Iúil, 1963.Friday, 26th July, 1963.1. The Committee met at 11 a.m. 2. Members Present. The following members were present:— Deputy Colley (in the Chair), the Minister for Industry and Commerce. Deputies Booth, Byrne, Cosgrave, D. Costello, de Valera, Gallagher and Sweetman. 3. Consideration of the Amendments. The Committee resumed consideration of the amendments. (i) Section 245. Amendment proposed (Deputy Sweetman) : “In page 136, to add a new subsection as follows: ‘(6) Nothing herein contained shall affect the privilege of any client in respect of any information in the possession of a solicitor.’” Amendment, by leave, withdrawn. (ii) Section 283. Amendment proposed (Minister for Industry and Commerce) : “In page 146, subsection (2), lines 19 and 20, to delete ‘which have not been claimed during the 6 years preceding the commencement of the winding up’ and substitute ‘more than 6 years preceding the commencement of the winding up which have not been claimed within the said 6 years’”. Amendment agreed to. (iii) Section 285. Amendment proposed (Deputy Byrne) : “In page 147, subsection (2) (a) (ii), to delete lines 10 to 14, inclusive.” Amendment, by leave, withdrawn. Amendment proposed (Minister for Industry and Commerce) : “In page 148, subsection (3), line 8, to delete ‘£200’ and substitute ‘£300’”. Amendment agreed to. (iv) Section 289. Amendment proposed (Minister for Industry and Commerce) : “In page 150, subsection (1) (b), line 26, to delete ‘person’ and substitute ‘officer of the company’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce) : “In page 150, subsection (1) (d), line 29, before ‘charge’ to insert ‘floating’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce) : “In page 150, subsection (1) (d), line 31, to delete ‘person’ and substitute ‘officer’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 150, subsection (1) (d), line 32, to delete ‘or his spouse or nominee’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 150, subsection (1), line 35, to add ‘unless it is proved that the company immediately after the creation of the charge was solvent’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 150, between lines 37 and 38 to insert a new subsection as follows: ‘(3) In this section “officer” includes the spouse, child or nominee of an officer.’” Amendment agreed to. (v) Section 290. Amendment proposed (Minister for Industry and Commerce): “In page 151, subsection (6), lines 32 and 33, to delete ‘may be proved by him as a debt in the winding up’ and substitute ‘shall be deemed to be a debt proved and admitted in the winding up’.” Amendment agreed to. (vi) Section 305. Amendment proposed (Minister for Industry and Commerce): “In page 159, subsection (1), line 6, to add the following to paragraph (b): ‘and, in the absence of any direction as to their disposal, he may then dispose of them as he thinks fit.’” Amendment agreed to. (vii) Section 307. Amendment proposed (Minister for Industry and Commerce): “In page 159, subsection (4), line 39, to delete ‘appear to him to’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 159, to delete subsection (5), lines 41 to 44.” Amendment agreed to. (viii) Section 320. Amendment proposed (Minister for Industry and Commerce): “In page 165, subsection (3), line 16, after ‘reasonable’ to add ‘, subject to an appeal to the court’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 165, subsection (4), line 20, after ‘declaration’ to insert ‘; and in any other case references to the court shall be taken to refer to the court by which the receiver was appointed’”. Amendment agreed to. (ix) Section 352. Amendment proposed (Minister for Industry and Commerce): “In page 175, subsection (1), paragraph (c), line 43, to add ‘and also the address of the company’s principal place of business in the State’”. Amendment agreed to. (x) Section 353. Amendment proposed (Minister for Industry and Commerce): “In page 176, paragraph (c), line 47, to add ‘or the address of its principal place of business in the State;’” Amendment agreed to. (xi) Section 356. Amendment proposed (Minister for Industry and Commerce): “In page 177, after line 52, to add a new subsection as follows: ‘(3) This section shall cease to apply to a company on the expiration of three years after it has given the notice referred to in section 357.’” Amendment, amended, by leave, by the substitution of “two” for “three”. Amendment, as amended agreed to. (xii) Section 361. Amendment proposed (Minister for Industry and Commerce): “In page 179, subsection (1), paragraph (a) (v), line 11, to delete ‘office’ and substitute ‘place of business’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 180, subsection (8) (b), line 12, to delete ‘previously issued’ and substitute ‘issued within the preceding 3 years’”. Amendment amended, by leave, by the substitution of “2” for “3”. Amendment, as amended, agreed to. (xiii) Section 364. Amendment proposed (Minister for Industry and Commerce): “In page 182, subsection (2), lines 11 and 12, to delete ‘of the contract’”. Amendment agreed to. (xiv) Section 368. Amendment proposed (Deputy Sweetman): “In page 183, to add a new subsection as follows: ‘(5) The registrar shall separately keep an index of (a) all companies incorporated in Ireland; (b) all companies to which XI of this Act applies; (c) all persons registered as directors of any company and specifying the company of which each such person is a director.’” Amendment, by leave, withdrawn (xv) Section 370. Amendment proposed (Minister for Industry and Commerce): “In page 183, subsection (3), line 43, after ‘registrar’ to insert ‘assistant registrar or other officer authorised by the Minister’”. Amendment agreed to. (xvi) Section 371. Amendment proposed (Minister for Industry and Commerce): “In page 183, subsection (1), to delete all words from ‘having made default’ in line 47 to ‘requiring it’ in line 52 and substitute ‘or any officer of a company having made default in complying with any provision of this Act fails to make good the default within 14 days after the service of a notice on the company or officer requiring it or him.’” Amendment agreed to. (xvii) Section 379. Amendment proposed (Minister for Industry and Commerce): “In page 186, subsection (1), lines 40 and 41, to delete ‘at or to the address of any subscriber of the memorandum’ and substitute ‘by registering it at the office for the registration of companies’”. Amendment agreed to. (xviii) Section 384. Amendment proposed (Minister for Industry and Commerce): “In page 188, subsection (3), line 12, after ‘final’ to insert ‘subject to an appeal to the Supreme Court on a question of law’”. Amendment agreed to. (xix) Section 386. Amendment proposed (Minister for Industry and Commerce): “In page 188, line 30, after ‘£50’ to add: ‘unless the court, having regard to all the circumstances of the case, otherwise decides.’” Amendment agreed to. (xx) Section 387. Amendment proposed (Minister for Industry and Commerce): “In page 188, to delete lines 31 to 33.” Amendment agreed to. (xxi) Section 398. Amendment proposed (Minister for Industry and Commerce): “In page 190, to delete lines 24 to 26 and substitute: ‘398.—Notwithstanding section 58 of the Solicitors Act, 1954, a person to whom paragraph (a) or (b) of subsection (1) of section 162 applies may draw or prepare any document for the purposes of this Act other than a deed or a memorandum or articles of association.’” Amendment agreed to. (xxii) First Schedule. Amendment proposed (Minister for Industry and Commerce): “In page 197, Table A, regulation 51, line 51, before ‘An’ to insert ‘Subject to sections 133 and 141 of the Act,’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 198, Table A, regulation 51, to delete all words from ‘so, however,’ in line 9 to the end of the regulation.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In the page 203, Table A, regulation 88, line 11, after ‘be’ to insert ‘by such person or persons and’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 203, Table A, regulation 91, lines 38 to 40, to delete ‘(other than an offence under the Road Traffic Act, 1961, or any Act or Acts amending it)’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 210, Table A, Part II, regulation 4, line 8, before ‘An’ to insert ‘Subject to sections 133 and 141 of the Act,’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 210, Table A, Part II, regulation 4, to delete all words from ‘so, however,’ in line 19 to the end of the regulation.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 210, Table A, Part II, lines 28 to 33, to delete regulation 6 and substitute the following: ‘6. Subject to section 141 of the Act, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 210, Table A, Part II, to delete lines 62 to 65, and in page 211 to delete lines 1 to 4.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 211, Tábla A, line 15, at the end of the line to insert ‘(Uimh. de 196).’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 218, Tábla A, rialachán 51, line 30, before ‘Déanfar’ to insert ‘Faoi réir ailt 133 agus 141 den Acht’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 218, Tábla A, rialachán 51, to delete all words from ‘sa dóigh’ in lines 40 and 41 to the end of the regulation.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 224, Tábla A, rialachán 88, line 51, after ‘bheidh,’ to insert ‘ag cibé duine nó daoine agus’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 225, Tábla A, rialachán 91, lines 28 to 30, to delete ‘(seachas cion faoin Acht um Thrácht ar Bhóithre, 1961, nó aon Acht nó Achtanna á leasú)’.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 233, Tábla A, Cuid II, rialachán 4, before ‘Déanfar’ in line 37 to insert ‘Faoi réir ailt 133 agus 141 den Acht.’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 233, Tábla A, Cuid II, rialachán 4, to delete all words from ‘sa dóigh’ in line 48 to the end of the regulation.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 234, Tábla A, Cuid II, lines 6 to 12, to delete rialachán 6 and substitute: ‘6. Faoi réir alt 141 den Acht, beidh rún i scríbhinn, arna shíniu ag na comhaltaí uile a bheidh de thuras na huaire i dteideal beith i láthair agus vótáil ar an rún sin ag cruinniú ginearálta (nó, i gcás comhlachtaí corpraithe, ag a n-ionadaithe cuíúdaraithe), ina rún chomh bailí éifeachtach chun gach críche agus dá mbeadh an rún arna rith ag cruinniú ginearálta den chuideachta a comóradh agus a tionóladh go cuí, agus má thugtar rún speisialta de thuairisc air measfar gur rún speisialta de réir bhrí an Achta é’.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 234, Tábla A, Cuid II, to delete rialachán 10, lines 44 to 50.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 237, Table C, article 8, before ‘An’ in line 43, to insert ‘Subject to sections 133 and 141 of the Act,’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 238, Table C, article 8, to delete all words from ‘so, however,’ in line 1 to the end of the article.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 239, Table C, lines 23 to 28, to delete article 20 and substitute: ‘20. Subject to section 141 of the Act, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 241, Table C, article 37, line 31, after ‘be’ to insert ‘by such person or persons and’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 241, Table C, Article 39, lines 53 to 55, to delete ‘(other than an offence under the Road Traffic Act, 1961, or any Act or Acts amending it)’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 248, Table E, article 4, before ‘An’ in line 14 to insert ‘Subject to sections 133 and 141 of the Act,’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 248, Table E, article 4, to delete all words from ‘so, however,’ in line 26 to the end of the article.” Amendment agreed to. (xxiii) Third Schedule. Amendment proposed (Minister for Industry and Commerce): “In page 254, paragraph 1 (d), to delete lines 8 and 9 and substitute ‘,the amount of the premium (if any) payable on redemption, the earliest and latest dates on which the company has power to redeem those shares and whether redemption is at the option of the company or obligatory’”. Amendment agreed to. (xxiv) Fifth Schedule. Amendment proposed (Minister for Industry and Commerce): “In page 268, to delete lines 2 to 4 and ‘Companies Act, 1909,’ in line 5 and substitute ‘Except in the case of a company which is excluded or exempt from the application of section 128 of the Companies Act, 1963’”. Amendment agreed to. (xxv) Sixth Schedule. Amendment proposed (Minister for Industry and Commerce): “In page 268, Part I, paragraph 2, subparagraph (a), to delete from ‘and the earliest date’ in line 48 to the end of the subparagraph and substitute ‘,the amount of the premium (if any) payable on redemption, the earliest and latest dates on which the company has power to redeem those shares and whether redemption is at the option of the company or obligatory.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 269, Part I, paragraph 2, subparagraph (b), to delete from ‘and the earliest date’ in line 3 to the end of the subparagraph and substitute ‘,the amount of the premium (if any) payable on redemption, the earliest and latest dates on which the company has power to redeem those shares and whether redemption is at the option of the company or obligatory.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 269, paragraph 4 (1), line 21, to add ‘Amounts set aside to meet future tax liabilities or for tax equalisation purposes shall be treated as provisions but separately indicated.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 271, paragraph 8 (b), line 6, after ‘ascertainable’ to insert ‘from the books of the company or from any contracts or documents relating to the purchase or sale of property’”. Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 273, Part II, paragraph 15, line 17, after ‘private company’ to insert ‘taking advantage of subsection (1) of section 154.’” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 274, to delete subparagraph (6), lines 28 to 41.” Amendment agreed to. Amendment proposed (Minister for Industry and Commerce): “In page 275, lines 5 and 6, to delete ‘(other than a Private Company)’”. Amendment agreed to. (xxvi) Tenth Schedule. Amendment proposed (Minister for Industry and Commerce): “In page 280, in the second column, opposite the mention of section 102, to delete ‘Duty of judgment creditor to register judgment mortgage created by him against company’ and substitute ‘Registration of judgment mortgages.’” Amendment agreed to. 4. Report of Committee. The Chairman brought forward a Draft Report which was read as follows:— “The Special Committee has considered the Bill and has made amendments thereto. The Bill, as amended, is reported to the Dáil.” Draft Report agreed to. Ordered: To report accordingly. 5. Conclusion of Business. The Committee concluded its business at 12.45 p.m. |
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