Would the Minister explain why, as a matter of procedure, he has in this section adopted a rather different principle in transferring property and liabilities to that which he adopted in the Transport Act? The reason I raise the point is that I have seen the question raised in a legal journal as to why there was no equivalent to Section 8 in other legislation. It seems to be cast in an entirely different way to the earlier legislation, and I think we are practically doing the same thing.
Minerals Company Bill, 1944—Committee.
In so far as my recollection goes, the procedure in the Transport Act was to incorporate the Railways Clauses Act, a general Act which provided for all the consequential provisions following on the amalgamation of the transport companies. By the incorporation of that general Act in the Transport Act, we avoided the necessity for making specific provisions of this kind.
I move amendment No. 1:—
In page 4, line 20, before the word "employee" to insert the word "an".
This amendment is designed to make clear a matter that does not appear to me to be quite clear in the section. The section commences by saying that "every contract of service expressed or implied which is in force immediately before the transfer date between the dissolved company and any person being a salaried officer or employee of the dissolved company", etc. The words are: "salaried officer or employee". I am not sure whether the word "salaried" would apply to an employee and I think that by inserting the word "an" before "employee" the point would be cleared up. There is not very much to be argued on the point but if the Minister would look into it, perhaps he would accept the amendment.
I am advised that the insertion of the indefinite article would make no change whatever in the meaning of the section.
Is it quite clear that the word "salaried" applies to an employee as well as to an officer?
Probably so. I am not offering myself as an expert on legal interpretation but I do not think that the insertion of the word "an" would make any difference. I do not think the Senator need be apprehensive that there is any intention to make a provision here such as would be detrimental to the wage staff of the company.
I am not suggesting that. I am really drawing attention to the drafting of the section, having regard to the fact that somebody else may have to interpret it.
I think the term "salaried" refers both to an officer and an employee. These would be staffs that would have long-term contracts with the dissolved company. The position of the wage staff would be different. I presume they are engaged on a daily or weekly basis.
But the purpose of the section is to preserve the contract of service irrespective of its character, whether daily or weekly, and reference is made to an employee as well as to a salaried officer. I wonder would it be inferred that the section covers both officers and salaried employees?
So, unless a person is under a salary, as distinct from being a wage-earner, he is not covered?
That is right.
I wonder would the Minister consider the matter before the Bill finally passes, because I take it that the contract should be preserved even for a person who is a wage-earner. This is purely and simply a provision to continue legal contracts, and I am submitting that these contracts should be preserved for the wage-earner just as for the salaried employee.
The wage staff of the company would be employed on a day-to-day or a weekly basis and the same obligation for their protection on the dissolution of the company would not arise.
There is no contract?
It is a weekly contract.
I am merely endeavouring to secure that whatever contract there is will be preserved, whether the person is a wage earner or a salaried employee.
I will look into the point, but I do not think the insertion of the indefinite article there would make any difference in the sense of the section.
I do not argue that it would. I put down the amendment for the purpose of calling attention to what I think is a weakness in the section.
I will have the point examined.
On this balance sheet question, I want to come back to a point which I raised on the Second Reading. On the last occasion I got a broadside in the rear—if one can get a broadside in the rear—from Senator Duffy, so I had better make myself clear at the beginning. I am not at all making the case that the money which was spent on these companies was not well spent. The only point I am making is that the manner in which it is being spent should be known. I think there should be something in the nature of a trading account available, showing the various branches of the company, so that both Houses could get an idea of the amount that is being spent on pyrites in Wicklow, on coal in Slievardagh, and so on—a trading account segregating so far as possible the expenditure under the different paragraphs of the report as it is laid on the Table at present. There is a certain amount of anxiety to know how exactly the money is being spent. I think that could be done without in any way impairing the efficiency of the companies concerned, or in any way affecting the actual spending of the money.
I mentioned on the last occasion the case of another company, where there was evidence given in court which did, in the minds of those who were present in court, give rise to a presumption which I think should be rebutted in some shape or form—where the Turf Development Board gave a contract to a man, and on his own evidence he had earned £12,000 out of that contract. It would be very undesirable, because sufficient publicity was not given to trading accounts, that there should be a suspicion that something was wrong. I think, if trading accounts were made available to both Houses—I do not want to draw the Minister again on the subject of the Vocational Commission's Report—there would not be any possibility of such suggestions being made. I think the Minister will agree with me that the more publicity that is given to the manner in which public funds are spent the better for all concerned. The trading account is by far the best way of giving that publicity, and it would satisfy everybody so far as those companies are concerned. It does not matter, of course, in the case of the dying company, but it would be a wise course for the Minister to adopt in the case of the continuing company, and in the case of other companies so far as he can. As I mentioned the example which I gave on the last occasion, I do sincerely hope that at some stage or other, when the affairs of that particular company come before the House, the Minister will be able to deny that the facts are as stated. I do not believe the Minister thinks they are, and it would be bad if the matter were left at that.
The legal obligation on those companies was to produce a profit and loss account and balance sheet, which, with the auditors' comments thereon, were laid on the Table of the Oireachtas. This new company, which will be taking over the activities of the two previously existing companies, will be engaged in a number of mining activities. I do not think it would be reasonable to ask them to segregate their central expenditure, either expenditure on the head office or on the services of technical staff, as between the various activities on which they are engaged. The accounts as published do show the amount devoted to the development of each particular deposit in which they are now interested. In the profit and loss account of the coal-mining company, there is a heading for the Slievardagh development account, and, in the Minerals Development Company, two headings, one showing the amount expended in respect of the Avoca deposit and the other in respect of the Clare deposit.
With respect to the Minister, the profit and loss account starts off with a balance from the trading account. I think the Minister possibly may see the trading account, but the profit and loss account shows of course the Slievardagh and the general company. The profit and loss account does not segregate the development of a mine in Clare from that of a mine in Wicklow.
Well, it shows the amount expended on development. Of course, development is a form of capital expenditure, which must be recovered eventually out of profits on sales, if there are profits on sales. In every mining undertaking there is that preliminary expenditure which must be incurred before profitable working becomes possible. One of the reasons why those companies have been amalgamated is to secure certain measures of economy, and I think we would interfere with the operations of the company if we were to require the presentation to the Oireachtas of accounts which showed precisely the expenditure incurred on the working of each deposit. A great part of the equipment which the company will be utilising, as well as the services of a large number of staff, will be transferable as required from one particular development to the other. I think it would be unnecessary to require the company to keep that elaborate system of costing which would be undertaken by a Government Department—in any event, it would be only a matter of estimation—and which would be designed to show the extent to which the salaries of staff or the cost of equipment were to be charged to one particular development as against another. This new company will have the same statutory obligations as the old companies had, and I do not think there has been any case of a company operating under statute where more elaborate accounts were required to be submitted.
I imagine that the Minister himself, or his Department, gets information from the company showing what they have spent in Sligo and what they have spent in Clare. I am not particular as to whether it is done in the form of an account or whether it is incorporated in a paragraph in the report—when the report is dealing in a particular paragraph with something that is done in Sligo— if there is a rough figure showing that, of the trading profit, so much is estimated to be attributable to Sligo. I do not want any involved system of accounting in which the central expenditure is to be split up. That would be quite unnecessary. I think the information is already in the Minister's Department, and all I am suggesting is that, when the papers are tabled, they should include some of the information —if necessary as an approximation— which the Minister himself has got.
There is another consideration which I will put to the Senator. This company, so far as it is a producer of coal, is only one of a number of producers of coal, and should not be put under any obligation to publish information regarding its operations which another coal producer is not obliged to disclose. In so far as the Avoca deposits are concerned, I told the Seanad on the last occasion, if we adopt the report of the experts who are advising us, large-scale development will be undertaken, development which would be impossible under present circumstances, and which cannot take place until it is possible to have a large export trade in ores. There may also be the question of commercial prudence which might direct us to avoid going into too great detail.
Too great detail? But, surely the Minister agrees that if the Oireachtas is asked to grant another £160,000, the Oireachtas should be told how much of that £160,000 is going to be advanced in a particular area? Of course, you are not advancing it in this Bill, but it is going to be advanced, and when it has been advanced, the Oireachtas should be told that its advances had been used, for example, as to 20 per cent. to Sligo and 10 per cent. to Clare.
But I cannot find anything like that being done at the present time. I agree with the Minister that no commercial secrets should be publicised, but I think it could be done quite easily by a small sentence at the end of each of the 11 paragraphs in the existing report saying: "It is estimated that this has produced this" and that "This sub-section of the work has produced a profit of £2,000", that "That sub-section has produced a loss of £1,000", and "The third sub-section has had development costs of £10,000 expended, from which we hope to get a return in another year", All I ask is that we should say something like that.
The Senator understands that the legislation fixes the limit of the capital advances which can be made, and that that limit cannot be exceeded without fresh legislation. When that fresh legislation is submitted to the Oireachtas for approval, I would regard it as reasonable for any member of either House to demand information as to what new capital has been expended upon the works, and how the concern has been progressing. I gave that information, so far as it is available in present circumstances, when introducing the Bill. I stated that the purpose for which the new capital was required was to complete the mechanisation of the Slievardagh colliery, and the installation of the necessary concentration plant at Avoca, apart altogether from the fact that recurring advances have been necessary to both companies during the emergency to meet losses. The company is trading at a loss in respect of all its undertakings at the present time, and certainly that loss will continue as long as the emergency continues, or until the company is allowed by the Government to charge prices which are related to the cost of production. The further development of Avoca which I mentioned would involve a new capital advance, and, therefore, would necessitate fresh legislation, and if such legislation were produced, I would say that the Oireachtas would be entitled to get full particulars of the development plans intended.
On the Minister's own words, I would be entitled to ask him what portion of the £240,000 had already been spent on the Wicklow works at Avoca, what portion had been spent in Clare, and what portion in Slievardagh—Slievardagh was separate —and to take each one of the paragraphs. I think if I did that the Minister would not be quite so anxious to trot out all the details.
I did state all the amounts lost in respect of each deposit and the amount placed to the development account in each case.
For each county?
In respect of each of the works—Slievardagh, phosphate and pyrites working.
I must have missed it in the debates.
I gave it.
I missed it completely.
The Minister made a point there, and if I grasp the significance of it, it is an interesting point of view for him to express. He said that inasmuch as the Slievardagh concern is mining coal, and because it is in competition with other private interests, who are under no obligation to disclose their profits or the results of their working, enterprises like this semi-State enterprise should be in the same position. I think that is rather an extraordinary point of view. Private interests have a perfect right to exist and their operators will be in a very peculiar position if they are to be in competition with a semi-State enterprise that can be run at a loss and not under any obligation to disclose how its business is being managed. If the Minister is taking a stand on that and barring any note of interrogation it is a point of view that the Oireachtas could hardly accept. We accept that the conditions are such that this Bill is necessary. What the Minister wants to do is unanimously supported. I am all for spending money, and losing money, on works of exploitation like this to prove things, but while I am prepared to do that, I see no reason in an effort like this, where it is a matter of internal development, and where you are not going to sell something to outsiders, why the Minister or a department or a company operating like this should not be under the obligation to disclose the results of its labours.
I think the Minister has to take a stand, that this sort of exploitation is going to require money in order that we can prove something. If you accept that, you are under an obligation to publish the results of your labours, and I do not think you ought to shelter behind the fact that private interests are going to get information. That is a stand you can hardly take, and I think that if private interests are to be up against that sort of competition, they have a perfect right to resent the Oireachtas financing businesses like this with which they are in competition. The State has means of discovering the results of the trading of the various companies, but these companies have not the facilities to discover what the State is doing, and they would have a very considerable grievance on that account. I do not think the Minister ought to try to maintain that defence.
It is straining the meaning of words to describe this company as in competition with other companies in coal mining, seeing that all the coal mines in the country cannot produce a fraction of the coal we require. Ordinarily the State would not engage in this enterprise at all, either directly or through a subsidiary, if private enterprise could do the work itself. In the case of Slievardagh, there were certain circumstances relating to the ownership of the deposits and other circumstances which made it necessary to undertake the working of the deposits by the State during an emergency, because only the State would be prepared to incur the substantial losses that were involved.
I mentioned on the last occasion that the idea of the company disposing of its interests in the Slievardagh collieries to a private concern could be entertained, and a time may arise in which it could be regarded, not merely as good policy but as good business, for the company to part with its interests in that colliery to some private company. Even, however, if that is to be the outcome of its work in Slievardagh, we should have regard to ordinary business practice, and give this company whatever right to withhold from publication details of its costs or operations which any other private company has. There is no question of withholding from the Oireachtas, or the public, information as to results. The accounts that are required to be published under the statute will give ample opportunity to members of the Oireachtas, and the public generally, to know whether there is a profit or a loss, and precisely how much profit or loss there is, and what the various charges on the company's revenue may be from time to time. The point that was raised here was whether the information which was required by statute to be published should not be amplified. I was arguing against that. I do not think there is any case for arguing that a company in which the State is interested is required to do more than companies are required to do under the Companies Act. These companies are, in fact, constituted under the Companies Act. The statute merely empowers the Minister for Industry and Commerce to take measures to secure the formation and registration of these companies under the Companies Act. The effect of the Bill is merely to ensure that these companies registered under the Companies Act will be amalgamated, with the changes and constitution which this Bill proposes.
I move amendment No. 2:—
In page 4, to delete sub-section (1) and substitute the following sub-section:—
( ) Sub-section (1) of Section 5 of the Principal Act is hereby amended by the deletion of the words "Comhlucht Lorgtha Agus Forbartha" now contained therein and the said section shall be construed and have effect accordingly.
This amendment is merely another way of expressing what is in the Bill. As I see it, Section 14 deletes completely sub-section (1) of Section 5 of the Principal Act and that sub-section gives the name to the company. If you take that sub-section out of Section 5 there is nothing left. I do not think that what is in the Bill is the correct way of expressing it, and I am merely proposing to delete the unnecessary words and to permit the sub-section to stand.
The Senator is trying to do what Section 14 of the Bill does. He is merely trying to do in a different way what the section does at present, and with due respect to the Senator I think that the way in the Bill is the better and the more direct way. A change at this stage is unnecessary.
As a result of sub-section (1) of Section 14 you have no such sub-section (1) of Section 5 of the Principal Act. You simply write it away and put nothing in its place. If the Minister will read Section 5 of the Principal Act, after Section 14 is amended, he will see that there is no sub-section (1).
We have deleted a section of the Principal Act before now. I think that this is a more direct way of getting the change.