New Broken Hill Consolidated Limited Act 1971 (Vic)
Version No. 001
New Broken Hill Consolidated Limited Act 1971
Act No. 8110/1971
Version as at 3 March 2003
TABLE OF PROVISIONS
Section Page
1.Short title
2.Definitions
3.Power to New Broken Hill Consolidated Limited to become a Victorian company
4.Identity and continuity of Corporation to be preserved
5.Corporation to cease to be subject to Pt XI Div. 3 of the Companies Act 1961
6.Corporation may adopt new memorandum
7.Payment in lieu of stamp duty
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details
Version No. 001
New Broken Hill Consolidated Limited Act 1971
Act No. 8110/1971
Version as at 3 March 2003
An Act to authorize New Broken Hill Consolidated Limited to become a Company deemed to be incorporated in Victoria, to preserve the Identity of the Company so incorporated with New Broken Hill Consolidated Limited an existing Company within the meaning of the Companies Act 1948 of the United Kingdom, to determine the Amount that will be paid to the State of Victoria in lieu of Duties that may have been payable under the Stamps Act 1958 and for other purposes.
WHEREAS New Broken Hill Consolidated Limited is an existing company within the meaning of the Companies Acts (U.K.) having been incorporated in England on the 8th July, 1936 and is a company limited by shares:
AND WHEREAS the Corporation carries on the business of lead zinc and silver mining in Australia:
AND WHEREAS the registered office of the Corporation is situate in England:
AND WHEREAS, with a view to the more efficient and economical administration of the Corporation and with the consent of the Treasury of the United Kingdom given on the 26th November, 1970 the central management and control of New Broken Hill Consolidated Limited was transferred from the United Kingdom to the State of Victoria:
AND WHEREAS the majority of the directors of the Corporation are resident in Australia and all meetings of the board of directors of the Corporation are held in Melbourne in the State of Victoria:
AND WHEREAS all the issued shares of the Corporation are fully paid up:
AND WHEREAS the directors of the Corporation are promoting a Private Bill in the Parliament of the United Kingdom to authorize the Corporation to become a company deemed to be incorporated under the Companies Act 1961:
AND WHEREAS having regard to the fact that the area of operation of the Corporation is wholly in Australia and in areas adjacent thereto certain advantages would accrue to the Corporation if the Corporation was deemed to be a company within the meaning of the Companies Act 1961:
AND WHEREAS no procedure exists whereby the Corporation can be deemed to be a company incorporated under the Companies Act 1961:
AND WHEREAS procedure by way of winding up and dissolution of the Corporation and the transfer or sale of assets to a new company in Victoria would involve the loss of the identity of the Corporation and the disturbance of its financial structure and interfere with the continuity of its operations with considerable attendant expense:
AND WHEREAS it is desirable that the Corporation should be enabled to become a company incorporated under the Companies Act 1961 without any such loss of identity disturbance or interference:
AND WHEREAS it is expedient that provision should be made to authorize the Corporation to be deemed to be a company within the meaning of the said Companies Act 1961:
AND WHEREAS upon the Corporation becoming a company incorporated under the Companies Act 1961 it is intended subject to and in accordance with the Companies Act 1961 to merge the interests of the Corporation in lead zinc and silver operations with similar interests of Conzinc Riotinto of Australia Limited and in other respects to re-arrange the interests of the shareholders in the Corporation:
AND WHEREAS it is proposed to effect the merging of such interests and such other re-arrangements by the transfer of various shareholdings of the Corporation and Conzinc Riotinto of Australia to another corporation to be owned by the Corporation and Conzinc Riotinto of Australia in proportions to be determined:
AND WHEREAS duty under the Stamps Act 1958 might be payable in respect of some or all of those transfers if they were to be effected in Victoria:
AND WHEREAS some or all of those transfers could be effected in jurisdictions where the transfers would not be subject to stamp duty or other taxation under the law of Victoria:
AND WHEREAS it is expedient to facilitate the proposed transfers of shares and to determine the amount which shall be payable to the State of Victoria in lieu of duty in respect of those transfers:
AND WHEREAS the objects of this Act cannot be attained without the authority of Parliament:
BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):
1.Short title
This Act may be cited as New Broken Hill Consolidated Limited Act 1971.
2.Definitions
In this Act unless the context or subject-matter otherwise requires—
"Companies Acts (U.K.)" means the Companies Act 1948, the Companies (Floating Charges) (Scotland) Act 1961 and Part I of, and Schedules 1 to 4 (both inclusive) of the Companies Act 1967 of the United Kingdom;
"Companies Act 1961" means the Companies Act 1961 of Victoria;
"Corporation" means New Broken Hill Consolidated Limited an existing company within the meaning of the Companies Acts (U.K.);
"memorandum" means memorandum of association;
"Registrar" means the Registrar of Companies.
3.Power to New Broken Hill Consolidated Limited to become a Victorian company
(1)At any time after the Corporation has been authorized by the law of the United Kingdom to transfer its registered office from England to a place in Victoria the Corporation shall upon lodging with the Registrar the documents referred to in the next succeeding sub-section be deemed to be a company limited by shares incorporated under the Companies Act 1961.
(2)The documents to be lodged with the Registrar shall be—
(a)a copy of the Act of the United Kingdom authorizing the place of incorporation of the Corporation to be transferred;
(b)a copy of the memorandum and articles of association of the Corporation and a copy of every order, resolution or other document affecting the said memorandum or articles;
(c)a statement specifying—
(i) the nominal share capital of the Corporation and the number and classes of shares into which it is divided; and
(ii)the number of shares taken and the amount paid on each share.
(3)The documents required to be lodged under the last preceding sub-section shall be verified by statutory declaration of any two or more directors of the Corporation.
(4)Within twenty-one days of the lodging with the Registrar of the documents referred to in sub-section (2) the Corporation shall comply with the provisions of sections 112 and 370 of the Companies Act 1961.
(5)On the lodging with the Registrar of the documents referred to in sub-section (2) there shall be paid to the Registrar a fee of $300 but no other fee shall be payable by the Corporation in connexion with the Corporation becoming a company deemed to be incorporated under the Companies Act 1961.
4.Identity and continuity of Corporation to be preserved
(1)When the documents referred to in the last preceding section have been lodged with the Registrar he shall certify under his hand that New Broken Hill Consolidated Limited is deemed to be a company incorporated under the Companies Act 1961 and that its liability is limited by shares and thereupon the Corporation shall for all purposes be deemed to be a company incorporated under that Act.
(2)New Broken Hill Consolidated Limited incorporated under the Companies Act 1961 shall for all purposes be identical with the Corporation existing under the Companies Acts (U.K.) and the continuity status and operation of that Corporation shall not in any way be affected thereby nor shall any property powers rights authorities duties functions liabilities or obligations of the Corporation or any legal or other proceedings instituted or to be instituted by or against the Corporation be affected thereby.
(3)The certificate of incorporation under the hand of the Registrar shall be conclusive evidence that the requirements of section 3 have been complied with and that the Corporation is deemed to be incorporated as a company under the Companies Act 1961.
5.Corporation to cease to be subject to Pt XI Div. 3 of the Companies Act 1961
On the issue of a certificate of incorporation by the Registrar pursuant to this Act the Corporation shall cease to be a company registered under Division 3 of Part XI of the Companies Act 1961 and the provisions of that Division shall cease to apply to the Corporation and the Companies Act 1961 shall apply to the Corporation in all respects as if it had been a company originally incorporated in Victoria.
6.Corporation may adopt new memorandum
(1)Within 90 days after the Corporation is deemed to be incorporated as a company under the Companies Act 1961 the Corporation may by special resolution adopt a new memorandum—
(a)embodying the effect of all orders of the High Court of Justice in England and of all resolutions of the Corporation affecting the memorandum constitution or capital of the Corporation made before the Corporation was deemed to be a company incorporated under the Companies Act 1961;
(b)expressing the amounts of its nominal share capital in Australian currency;
(c)omitting all words expressions or provisions inconsistent with its status as a company under the Companies Act 1961; and
(d)making such other alterations and omissions as are necessary or expedient to give effect to the provisions of this Act or which may be incidental thereto.
(2)The conversion of the nominal share capital from English currency to Australian currency shall be made at such rate as is fixed by resolution of the Corporation prior to the adoption of the memorandum by the Corporation.
(3)The Corporation shall forthwith lodge with the Registrar the memorandum adopted by the Corporation and on the lodging of that memorandum and not before, the memorandum so lodged shall become the memorandum of the Corporation and its nominal share capital shall be altered accordingly and each holder of shares in the Corporation shall be deemed to hold the same number or shares in the Corporation as he held immediately prior to such lodging and each of such shares shall be of the nominal amount expressed in the memorandum.
7.Payment in lieu of stamp duty
(1)Within 30 days of the commencement of this Act there shall be paid by the Corporation to the Comptroller of Stamps the sum of $350 000.
(2)The Comptroller of Stamps shall denote any transfer submitted to him before the 31st December, 1972—
(a)of shares in the Corporation to a company to be incorporated under the name of N.B.H.C. Holdings Limited;
(b)of shares in The Zinc Corporation Limited, Sulphide Corporation Pty. Limited, The Southern Power Corporation Pty. Limited, Heron's Creek Timber Mills Pty. Limited and The Broken Hill Associated Smelters Proprietary Limited, from Conzinc Riotinto of Australia Limited;
(c)of shares in the Corporation, Sulphide Corporation Pty. Limited and Heron's Creek Timber Mills Pty. Limited to or from N.B.H.C. Holdings Limited—
as not chargeable with any duty under the Stamps Act 1958 if the Comptroller is satisfied that the transfer is to give effect to the merging of the lead zinc and silver interests of the Corporation transferred to and owned by N.B.H.C. Holdings Limited with the lead zinc and silver interests of Conzinc Riotinto of Australia Limited.
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ENDNOTES
1. General Information
The New Broken Hill Consolidated Limited Act 1971 was assented to on 27 April 1971 and came into operation on 27 April 1971.
2. Table of Amendments
There are no amendments made to the New Broken Hill Consolidated Limited Act 1971 by Acts and subordinate instruments.
3. Explanatory Details
No entries at date of publication.
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