No. 13/1941:

MINERALS EXPLORATION AND DEVELOPMENT COMPANY ACT, 1941

ARRANGEMENT OF SECTIONS

PART I PRELIMINARY

1 Short title.

2 Definitions.

3 Expenses.

PART II THE MINERALS EXPLORATION AND DEVELOPMENT COMPANY, LIMITED

4 Formation and registration of the Company.

5 Name and capital of the Company.

6 The Memorandum of Association of the Company.

7 The Articles of Association of the Company.

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

9 Loan to Company to pay expenses of formation.

10 Advances by the Minister to the Company.

11 Payment of interest on advances to the Company.

12 Repayment of advances to the Company.

13 Power of the Minister to require the Company to prospect.

14 Powers of the Minister for Finance as shareholder.

15 Obligation to hold shares in trust for the Minister for Finance.

16 Payment of dividends, etc., into the Exchequer.

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

PART III ACQUISITION OF EXISTING MINING BUSINESSES BY THE STATE

18 Acquisition of existing mining businesses.

19 Acquisition of existing mining business by agreement.

20 Notice of proposal to make mining business acquisition orders.

21 Contents and operation of mining business acquisition orders.

22 Compensation in respect of mining business acquisition orders.

23 Applications for compensation in respect of mining business acquisition orders.

24 Assessment of compensation in respect of mining business acquisition orders.

25 Deductions from compensation of debts due to the State.

26 Lease or licence to the Company of acquired minerals.

27 Annual reports by the Company.

AN ACT TO MAKE PROVISION FOR THE PROMOTION BY THE MINISTER FOR INDUSTRY AND COMMERCE OF A LIMITED COMPANY FOR PROSPECTING FOR AND DEVELOPING MINERALS OTHER THAN COAL, AND TO MAKE DIVERS PROVISIONS IN RESPECT OF SUCH COMPANY AND FOR MATTERS CONNECTED THEREWITH.

[4th June, 1941.]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

PART I PRELIMINARY

1.—This Act may be cited as the Minerals Exploration and Development Company Act, 1941 .

2.—In this Act—

the expression "the Minister" means the Minister for Industry and Commerce;

the expression "the Act of 1940" means the Minerals Development Act, 1940 (No. 31 of 1940);

the expression "the Companies Acts" means the Companies Acts, 1908 to 1924;

the expression "the Mining Board" means the Board established under that name by the Act of 1940;

the word "minerals" has the same meaning as it has in the Act of 1940, save that the said word does not include coal;

the word "work", when used in relation to minerals, includes digging, searching for, mining, getting, raising, taking, carrying away, treating and converting the minerals in relation to which the said word is used, and cognate words shall be construed accordingly;

the expression "existing mining business" means any business which is, at the passing of this Act, a going concern engaged mainly or exclusively in working minerals and making merchantable and disposing of the minerals got by such working;

the expression "State minerals" has the same meaning as it has in the Act of 1940;

the expression "prospecting licence" means a prospecting licence within the meaning of the Act of 1940;

the expression "State mining lease" means a State mining lease within the meaning of the Act of 1940.

3.—The expenses incurred by the Minister in the administration of this Act shall to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

PART II THE MINERALS EXPLORATION AND DEVELOPMENT COMPANY, LIMITED

4.—As soon as may be after the passing of this Act the Minister shall, after consultation with the Minister for Finance, take all such steps as appear to him necessary or desirable to procure that a limited company (in this Act referred to as "the Company") conforming to the conditions laid down in this Act shall be formed and registered under the Companies Acts.

5.—(1) The name of the Company shall be "Comhlucht Lorgtha agus Forbartha Mianraí, Teoranta".

(2) The share capital of the Company shall be one hundred pounds divided into one hundred fully paid shares of one pound each and, notwithstanding anything contained in the Companies Acts, it shall not be lawful for the Company to increase or reduce that capital.

(3) One share in the share capital of the Company shall be allotted and issued to each of the subscribers to the Memorandum of Association of the Company and the residue of the said share capital shall be allotted and issued to the Minister for Finance.

(4) The money payable by the subscribers to the Memorandum of Association of the Company and the Minister for Finance respectively as consideration for the allotment and issue to them of shares in the share capital of the Company in pursuance of the next preceding sub-section of this section shall be paid out of and shall be charged on the Central Fund or the growing produce thereof.

6.—(1) The Memorandum of Association of the Company shall be in such form consistent with this Act as shall be approved of by the Minister after consultation with the Minister for Finance.

(2) The objects of the Company shall be so stated in the Memorandum of Association that the principal functions of the Company shall be—

( a ) to prospect for minerals wherever situated or suspected of being situated within the State and for that purpose to apply for and take from the Minister such prospecting licences under the Act of 1940 as the Company shall think proper and the Minister shall grant under the said Act, and to exercise the powers conferred by those licences, and

( b ) to develop and work any minerals which the Company, as a result of their prospecting or otherwise, deem advisable to work, and for that purpose, to apply for and take from the Minister such leases and licences under the Act of 1940 as the Company shall think proper and the Minister shall grant under that Act, and also, for the same purpose, to make, with the consent of the Minister, agreements with private persons for the acquisition of any mining business or the purchase of land containing minerals, or the taking of minerals by way of lease or licence, and

( c ) to acquire from the Minister in accordance with this Act and to carry on and develop any existing mining business which has been acquired under this Act by the Minister, and

( d ) to make marketable and sell or otherwise dispose of the minerals worked by the Company in the exercise of any of the powers conferred on them by or under this Act.

(3) It shall be lawful to include amongst the objects of the Company as stated in the Memorandum of Association all such objects and powers (not inconsistent with this Act) as are reasonably necessary or proper for or incidental or ancillary to the due performance of the objects referred to in the next preceding sub-section of this section as the principal functions of the Company.

(4) The objects of the Company as stated in the Memorandum of Association shall not include any object which is neither required nor authorised by the foregoing provisions of this section to be so stated.

7.—(1) The Articles of Association of the Company shall be in such form consistent with this Act as shall be approved of by the Minister after consultation with the Minister for Finance.

(2) The following provisions shall apply and have effect in relation to the Articles of Association of the Company, that is to say:—

( a ) the said Articles shall fix the number of the directors of the Company, but the number so fixed shall not exceed seven, including the chairman and the managing director;

( b ) the said Articles shall provide that the qualification for being a director of the Company shall be the holding of at least one share in the Company;

( c ) the said Articles shall provide that the chairman, the managing director, and all the other directors shall always be appointed by the Minister for Finance after consultation with the Minister, and with the Minister for Agriculture;

( d ) the said Articles shall not confer on the Company any power to increase or reduce the capital of the Company or any power to issue debentures.

8.—Notwithstanding anything contained in the Companies Acts, no alteration in the Memorandum of Association or Articles of Association of the Company shall be valid or effectual unless made with the previous approval of the Minister given after consultation with the Minister for Finance and with the Minister for Agriculture.

9.—(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, and other matters whatsoever as he shall think proper, a sum not exceeding two hundred and fifty pounds.

(2) Money 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 purpose.

(3) All sums paid to the Minister by the Company in or towards repayment of money lent to the Company under this section or in payment of the interest on such money shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

(4) The subsequent provisions of this Act in relation to the advancement of moneys to the Company and the repayment of such advances and the interest thereon shall not apply to money lent to the Company under this section.

10.—(1) It shall be lawful for the Minister from time to time, with the consent of the Minister for Finance, to advance to the Company out of moneys provided by the Oireachtas such sums (not exceeding in the aggregate fifty thousand pounds) as the Company shall require for the purposes of its business or for the purpose of paying the price or compensation payable by the Company in respect of the acquisition of an existing mining business under Part III of this Act.

(2) Sums advanced by the Minister to the Company under this section shall (save as is otherwise provided by this Act) be repaid by the Company in accordance with the subsequent provisions of this Act.

11.—(1) The Company shall pay to the Minister on every sum advanced to the Company under this Act interest from the date of the advance of such sum until it is repaid, at such rate as shall from time to time be appointed by the Minister for Finance in respect of such sum, and such interest shall be so paid by half-yearly payments on such days in every year as the Minister for Finance shall from time to time appoint.

(2) It shall be lawful for the Minister at any time, with the consent of the Minister for Finance, to waive altogether or to postpone for such time as he thinks proper the payment of any particular half-yearly payment of interest payable by the Company under this section.

(3) If the Company fails (otherwise than by virtue of a waiver under the next preceding sub-section of this section) to pay any half-yearly payment of interest payable by the Company under this section, the Company shall (whether such failure was or was not due to a postponement under the said next preceding sub-section) pay to the Minister interest at the rate appointed by the Minister for Finance on such half-yearly payment of interest until the sum is actually paid.

(4) All interest paid by the Company to the Minister under this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

12.—(1) All sums advanced to the Company under this Act shall be repaid by the Company to the Minister by half-yearly instalments of such amounts and beginning on such date and continuing for such number of years and payable at such times as the Minister for Finance, after consultation with the Minister, shall appoint, and different such amounts, dates, numbers of years, and times may be so appointed in respect of different sums so advanced.

(2) The several half-yearly instalments payable by the Company to the Minister under this section in respect of any particular sum advanced to the Company under this Act shall be applied as a sinking fund for the repayment of that sum.

(3) It shall be lawful for the Minister at any time, with the consent of the Minister for Finance to waive altogether or to postpone for such time as he thinks proper the payment of any particular half-yearly instalment payable by the Company under this section.

(4) If the Company fails (otherwise than by virtue of a waiver under the next preceding sub-section of this section) to pay any half-yearly instalment payable by the Company under this section, the Company shall (whether such failure was or was not due to a postponement under the said next preceding sub-section) pay to the Minister interest at the rate appointed by the Minister for Finance on such half-yearly instalment until the same is actually paid.

(5) Every half-yearly instalment and all (if any) interest paid by the Company to the Minister under this section shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

13.—(1) It shall be lawful for the Minister at any time or times to require the Company to apply to the Minister for the grant under the Act of 1940 of a prospecting licence in respect of any particular land and, upon receiving such prospecting licence, to prospect and examine such land for the purpose of ascertaining the nature and quantity of the minerals in such land and the advisability of working such minerals.

(2) It shall be the duty of the Company to comply with any requisition made by the Minister under the foregoing sub-section of this section.

(3) It shall be lawful for the Minister, with the consent of the Minister for Finance, to pay to the Company from time to time, out of moneys provided by the Oireachtas, such sums as the Minister shall think proper for the purpose of complying with requisitions made by the Minister under this section.

(4) Not more than three thousand pounds shall be paid by the Minister to the Company under this section in any one financial year, and all sums so paid shall be expended by the Company exclusively in defraying expenses incurred in complying with requisitions made by the Minister under this section.

14.—The Minister for Finance may, in respect of the shares of the Company for the time being held by him, 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 said Minister may, if he so thinks proper, exercise such rights or powers by his attorney.

15.—(1) Every member of the Company (including the subscribers to the Memorandum of Association of the Company, but excluding the Minister for Finance) shall hold his shares in the Company upon trust for the Minister for Finance, and shall accordingly be bound to pay every dividend, bonus, and other money received by such member on or in respect of such shares to the Minister for Finance for the benefit of the Exchequer and to transfer, as and when required by the said Minister, all or any of such shares to the said Minister or a person nominated in that behalf by the said Minister.

(2) It shall be lawful for the Minister for Finance, from time to time as occasion requires for the purpose of compliance with so much of the Companies Acts as requires that there shall always be at least seven members of the Company or for the purpose of providing a person appointed or intended to be appointed to be a director of the Company with the necessary qualification, to do either or both of the following things, that is to say:—

( a ) transfer (subject to the restriction imposed by the next following sub-section of this section) to any person one or more of the shares in the Company for the time being held by the said Minister;

( b ) require any member of the Company to transfer all or any one or more of the shares in the Company held by him to the said Minister or any other person.

(3) Save as is authorised by the next preceding sub-section of this section, the Minister for Finance shall not transfer or otherwise alienate any of the shares in the Company for the time being held by him and he shall not so exercise the powers conferred on him by the said next preceding sub-section as to reduce at any time the number of shares in the Company held by him to less than fifty-one.

16.—Every dividend, bonus, and other money received by the Minister for Finance in respect of shares of the Company held by or in trust for him shall be paid into or disposed of for the benefit of the Exchequer in such manner as the said Minister may direct.

17.—(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 the Minister, after consultation with the Minister for Finance, shall direct, and such balance sheet shall contain (in addition to any matter required by such direction) 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.

PART III ACQUISITION OF EXISTING MINING BUSINESSES BY THE STATE

18.—Whenever it appears to the Minister:—

( a ) that, for the purposes of obtaining in adequate quantities commodities essential to the life of the community, the common good requires that the working of any particular deposit of minerals should be controlled by the State, and

( b ) that, to secure to the State effective control of the said deposit of minerals, it is necessary that the Minister should acquire a particular existing mining business engaged in working the said deposit or a portion of the said deposit,

the Minister may, with the consent of the Minister for Finance, either acquire the said existing mining business by agreement with the proprietor thereof, or, in default of agreement, by order (in this Act referred to as a mining business acquisition order) compulsorily acquire the said business.

19.—Whenever the Minister acquires under this Part of this Act an existing mining business by agreement with the proprietor, thereof, the following provisions shall apply and have effect, that is to say:—

( a ) the Minister shall acquire the said business, so far as respects minerals for the benefit of the State and, in all other respects, for the benefit of the Company; and

( b ) the price payable to the proprietor of the business on account of such acquisition (including so much of such price as relates to minerals) shall be paid by the Company;

( c ) the minerals so acquired (if and in so far as they are not already State minerals) shall, on such acquisition, become and be for all purposes State acquired minerals within the meaning of the Act of 1940, and the provisions of that Act in relation to State acquired minerals shall, so far as they are applicable, apply accordingly.

20.—(1) Whenever the Minister proposes to make a mining business acquisition order he shall—

( a ) give to the proprietor of the existing mining business which it is proposed to acquire by the order at least one month's notice in writing of the proposal, and

( b ) publish in the Iris Oifigiúil and in such newspapers as the Minister thinks fit including newspapers circulating in the locality notice of the proposal, indicating with reasonable particularity the situation, nature and extent of the minerals, buildings and plant which are the subject matter of the said business, and containing such other information as the Minister considers expedient, and

( c ) deposit in the office of the Geological Survey, Dublin, a map (on a suitable scale and showing all relevant detail) of the area in which are situate the minerals which it is proposed to acquire by the order.

(2) A notice of a proposal to acquire an existing mining business given under paragraph (a) of the foregoing sub-section may be so given by sending it by registered post addressed to the person who appears to the Minister to be the proprietor of the business at the principal office at which the business is carried on.

(3) Every map deposited in the office of the Geological Survey, Dublin, under sub-section (1) of this section shall be available at all reasonable times in that office for inspection by any person desiring to inspect the same.

21.—The following provisions shall apply and have effect in relation to every mining business acquisition order that is to say:—

( a ) the order shall specify the name of the existing mining business acquired thereby and the name of the person appearing to the Minister to be the proprietor of that business;

( b ) the order shall specify the nature, situation and extent of the minerals (in this Act referred to as the acquired minerals) acquired by the order;

( c ) if the acquired minerals are (in whole or in part) State minerals worked by the proprietor of the said business under a lease from the Minister, the order shall, as respects those State minerals, be expressed and operate to vest in the State the lessee's interest under such lease and to merge the said lease in the reversion expectant thereon;

( d ) if the acquired minerals are (in whole or in part) State minerals worked by the proprietor of the said business under a licence from the Minister, the order shall, as respects those State minerals, be expressed and operate to terminate such licence;

( e ) if the acquired minerals are (in whole or in part) not State minerals, the order shall, as respects those minerals, have the same operation in all respects as a minerals acquisition order under the Act of 1940, and shall accordingly be expressed and shall operate to vest the said minerals in fee simple in the Minister, and those minerals shall, when so vested, become and be for all purposes State acquired minerals within the meaning of the Act of 1940 and the provisions of that Act in relation to State acquired minerals shall, so far as they are applicable, apply accordingly;

( f ) the order shall also be expressed and shall operate to transfer to and vest in the Company, free from all charges and encumbrance, the goodwill of the existing mining business acquired thereby and all the property and assets (other than the acquired minerals) which on the relevant date were owned or used by the proprietor of the said business for the purposes thereof, and also all book debts and other moneys owing to the said proprietor on account of the said business and the right to sue for, recover and give good receipts for those debts and moneys;

( g ) the expression "the relevant date" in the next preceding paragraph of this section shall, where the order is made within four months after the date of the passing of this Act, mean the 1st day of March, 1941, and shall in every other case, mean the date on which notice of the proposal to acquire the said business was published in the Iris Oifigiúil in pursuance of this Act;

( h ) the order shall not be expressed and shall not operate to impose on or transfer to the Minister or the Company any liability for any of the debts and other liabilities of the proprietor of the existing mining business in relation to or on account of the said business;

( i ) the order may contain all or any such supplemental or ancillary provisions as the Minister, with the consent of the Minister for Finance, shall think proper.

22.—(1) Whenever the Minister makes a mining business acquisition order, the Company shall, subject to the provisions of this section, be liable to pay compensation in accordance with this Act in respect of the existing mining business (including the acquired minerals) acquired by the order.

(2) No compensation shall be payable in respect of so much (if any) of the acquired minerals as are State minerals.

23.—(1) Any person claiming to be the proprietor of an existing mining business acquired by a mining business acquisition order may apply to the Company for compensation in respect of the said existing mining business and any person claiming to be interested in the said business as an incumbrancer may apply to the Company for the assessment of such compensation.

(2) The Minister may make regulations prescribing the form of application for compensation and the form of application for the assessment of compensation under this section, and the particulars to be specified in those forms respectively, and every application for compensation or for the assessment of compensation under this section shall be made in the appropriate form so prescribed, and contain the particulars required by that form.

(3) No application for compensation or for the assessment of compensation under this section shall be considered unless lodged with the Company within four months (or such longer period, not exceeding altogether six months, as the Minister may in any particular me allow) from the date upon which the notice of the proposal to acquire the existing mining business which is the subject of such application was published in the Iris Oifigiúil in pursuance of this Act.

(4) Every application under this section for the assessment of compensation and also every application under this section for compensation in respect of which the applicant and the Company fail to reach agreement shall be referred by the Company to the Mining Board, and thereupon the Mining Board shall assess the compensation payable in accordance with the next succeeding section.

24.—(1) Compensation in respect of the Minerals (other than State minerals) acquired by a mining business acquisition order shall be assessed by the Mining Board in the same manner and on the same basis in all respects and shall be awarded in the same form as if it were compensation for State acquired minerals under the Act of 1940, and the provisions of that Act and of the regulations made thereunder relating to compensation for State acquired minerals shall apply accordingly.

(2) Compensation in respect of an existing business (excluding the minerals the subject matter of the said business) shall be assessed by the Mining Board in accordance with the following principles, that is to say:—

( a ) the fair value of the existing mining business as a going concern shall be assessed as at the date of acquisition;

( b ) the fair value of the goodwill of the said business and of all property and assets (excluding as aforesaid) owned and used by the proprietor of the said business for the purposes thereof on the date of acquisition shall be taken into account in assessing the fair value of the said business as a going concern;

( c ) in assessing the fair value mentioned in the next preceding paragraph, account shall be taken of all sums granted out of public moneys to the proprietor of the business for the purposes or any particular purpose of the business;

( d ) for the purposes of the foregoing paragraphs, account shall be taken of all book debts and other moneys which are owing to the proprietor of the said business on account thereof on the date of acquisition, and also of the continuing benefit of existing contracts, but account shall not be taken of debts and other liabilities owing by the said proprietor in respect of the said business on that date;

( e ) interest at five per cent. per annum shall be allowed as from the date of acquisition.

(3) The following provisions shall apply and have effect in regard to all debts and other liabilities which are by this section prohibited from being taken account of in the assessing of compensation under this section in respect of an existing mining business, that is to say:—

( a ) the Company shall not be liable for any such debt or other liability;

( b ) the acquisition of the said business by the Company shall not affect the liability of the proprietor of the said business for such debts and other liabilities;

( c ) all securities for any of such debts and other liabilities which, immediately before the date of acquisition, attached to the said business shall on the said date cease to affect the said business and shall, in lieu thereof, attach to and be enforceable against the compensation awarded under this section in respect of the said business.

(4) For the purposes of this section, the date of acquisition shall, where the relevant mining business acquisition order is made within four months after the date of the passing of this Act, be taken to be the 1st day of March, 1941, and shall, in every other case, be taken to be the date on which notice of the proposal to acquire the relevant existing mining business was published in the Iris Oifigiúil in pursuance of this Act.

(5) Every assessment of compensation made by the Mining Board under this section shall be final, conclusive and unappealable, and shall be binding on the parties appearing before the Board on the assessment and their privies as if it were a judgment in personam.

(6) Subject to the foregoing provisions of this section, Parts V and VII of the Act of 1940 shall apply, with such modifications as may be necessary, to the practice and procedure of the Mining Board in assessing compensation under this section, and the power of the Minister to make regulations under section 34 of that Act shall be extended accordingly.

25.—Where the amount of compensation payable under this Part of this Act by the Company to any person is assessed by the Mining Board, and the Company is notified, before payment of such compensation, that a debt is due and owing by that person to any Minister of State or to the Central Fund, the Company may deduct the amount of the debt from the compensation, and may direct that the amount so deducted be (as the case may require) either paid to the appropriate Minister of State or paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.

26.—Whenever the Minister acquires (whether by agreement or compulsorily) an existing mining business under this Part of this Act, the Minister shall, as soon as conveniently may be after such acquisition, make to the Company under the Act of 1940 and the Company shall take either (as the Minister shall think proper) a State mining lease of the minerals included in such acquisition or a State acquired minerals licence in respect of those minerals.

27.—(1) As soon as may be after the end of every year, the Company shall furnish to the Minister a report giving, in respect of that year, particulars of all existing mining businesses acquired by the Company, either by agreement or by means of mining business acquisition orders, and such particulars of minerals worked or prospected by the Company as the Minister may consider it expedient in the public interest that the Company should be required to furnish.

(2) Every annual report furnished to the Minister in pursuance of this section shall, within one month after it is so furnished, be laid by the Minister before each House of the Oireachtas.