I move amendment No. 39:
In page 46, before section 20, to insert the following new section:
Dissolution of Bord Gáis Éireann Subsidiary Companies and Transitional Provisions
20.—(1) The Minister may by order or orders dissolve any or all of the companies mentioned in the Table to this section.
(2) On the dissolution of a company undersubsection (1) the following are transferred to Bord Gáis Éireann—
(a) all rights and property (and rights to such property) held or enjoyed immediately before that day by the former company, or
(b) all liabilities incurred before that day by the former company which had not been discharged before that day,
and, accordingly, without any further conveyance, transfer or assignment—
(i) the said property, real and personal, shall, on that day, vest in Bord Gáis Éireann for all the estate, term or interest for which, immediately before that day, it was vested in the former company, but subject to all trusts and equities affecting the property and capable of being performed,
(ii) those rights shall, as and from that day, be enjoyed by Bord Gáis Éireann, and
(iii) those liabilities shall, as and from that day, be liabilities of Bord Gáis Éireann.
(3) All moneys, stocks, shares and securities transferred to Bord Gáis Éireann by this section that, immediately before the dissolution, are standing in the name of the former company shall, upon the request of Bord Gáis Éireann, be transferred into its name.
(4) Every right and liability transferred to Bord Gáis Éireann by this section may, on or after the dissolution, be sued on, recovered or enforced by or against Bord Gáis Éireann in its own name and it shall not be necessary for Bord Gáis Éireann to give notice of the transfer to the person whose right or liability is transferred by this section.
(5) Every contract or agreement made between the former company, and any other person, which is in force immediately before the dissolution shall continue in force on and after that day and shall be construed and have effect as if Bord Gáis Éireann were substituted therein for the former company or, as the case may be, its trustee or agent acting on its behalf, and shall be enforceable against Bord Gáis Éireann.
(6) Where, immediately before the dissolution, any legal proceedings are pending in any court or tribunal and the former company is a party to the proceedings, the name of Bord Gáis Éireann shall be substituted for that of the former company or, as the case may be, such trustee or agent thereof, and the proceedings shall not abate by reason of such substitution.
(7) Final accounts of a former company shall be drawn up by Bord Gáis Éireann as soon as may be after the dissolution in such form as may be approved of by the Minister, and in respect of such period or periods as may be specified by the Minister.
(8) Every order made by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.
(9) In this section—
"dissolution" means the day upon which a company is dissolved undersubsection (1);
"former company" means a company dissolved undersubsection (1) and includes any trustee or agent of the former company acting on behalf of the former company.
City of Waterford Gas Company
Clonmel Gas Company Limited
Cork Gas Company
Limerick Gas Company Limited
This is to insert a new section before section 20. It would enable the Minister for Communications, Energy and Natural Resources to dissolve, by order, certain non-trading statutory subsidiaries of Bord Gáis Éireann. Bord Gáis Éireann is seeking to wind up these subsidiaries in the interest of good corporate administration of the Bord Gáis Éireann group and, in doing so, removing an unnecessary administrative and corporate compliance burden.
Unless the statute establishing an entity provides for a winding-up mechanism, the entity may only be dissolved pursuant to statute. The statutes that establish the companies concerned do not contain provisions enabling the dissolution of the companies. All the real and personal property rights and liabilities of the companies concerned were vested in Bord Gáis Éireann on 4 February 1997 pursuant to the Energy (Miscellaneous Provisions) Act, 1995 (Section 14) Order 1997, SI 71 of 1997.