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Winding-up of the Company.
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49.—(1) (a) Where the Company has duly distributed the compensation money and has complied with any directions given to it by the Board for the purpose of securing that the ownership of any property or assets or any right is effectively transferred to the Board and ascertained that the Board does not desire to give any further directions, the Company shall notify the Minister.
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(b) If the Minister, after consultation with the Minister of Commerce, is satisfied (whether any such notice has been given to him or not) that the compensation money has been so dealt with and that any directions so given have been complied with and that the Board does not desire to give any further directions, the Minister shall make an order that there is no reason for the continued existence of the Company and shall cause the order to be published in Iris Oifigiúil, and upon the publication thereof the Company shall be dissolved and section 6 of the Great Northern Railway (Ireland) Act, 1877, by which the Company was incorporated, shall cease to have effect.
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(2) During the period beginning on the establishment date and ending on the dissolution of the Company, the statutory provisions and other instruments relating to the Company shall remain in force in relation thereto as if this Act had not passed, so far as the powers conferred thereby are required for the remaining purposes of the Company.
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(3) On or after the establishment date—
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(a) it shall not be obligatory to fill any vacancy in the directors but the remaining directors may continue to exercise all the powers of the directors up to the time of the dissolution;
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(b) notwithstanding any statutory or other provision it shall not be obligatory to hold a general meeting of the Company;
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(c) any director or auditor may continue to hold office or be elected or appointed thereto at any time notwithstanding—
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(i) the expiration of the term for which before that date he was elected or appointed; and
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(ii) that he is not the holder of an amount of a security of the Company which before that date he would have been required to hold for the purpose of qualifying him for that office.
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(4) All expenses (including any rents, rates, taxes and other outgoings in respect of any offices) reasonably and properly incurred by the Company after the establishment date shall be defrayed by the Board, and the Board shall make available to the Company such facilities for the examination of and the making of extracts from or copies of books, accounts and documents surrendered to the Board as the Company may reasonably require, and the Board shall make available to the Company the services of such officers and servants, on such terms and conditions, and for such period, as may be agreed upon between the Board and the Company or, failing agreement, as may be determined by the Minister in agreement with the Ministry, and the remuneration of those officers and servants shall be defrayed by the Board.
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(5) The Board shall pay to the directors of the Company such remuneration for any services rendered by the directors to the Company after the establishment date as may be agreed upon between the Board and the directors or, failing agreement, as may be determined by the Board with the approval of the Minister and the Minister of Commerce to be reasonable having regard to all the circumstances.
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(6) Any balance of the compensation money remaining after distribution may be dealt with by the directors of the Company as they think fit.
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