Gas Regulation Act, 1982
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Undertakers may adopt memorandum or articles of association. |
2.—(1) (a) Subject to subsections (2), (3) and (4) of this section, an undertaker may by resolution adopt a memorandum or articles of association. | |
(b) Subject to subsections (2), (3) and (4) of this section, an undertaker may by resolution amend a memorandum or articles of association duly adopted under this section including an amendment changing the name of the undertaker. | ||
(2) Where an undertaker adopts a memorandum under this section, the following provisions shall apply: | ||
(a) the objects of the undertaker shall be stated in the memorandum to include— | ||
(i) the manufacture, production, acquisition, purchase, transmission, distribution and supply of gas within such area as is for the time being permitted by law, and | ||
(ii) the carrying on of the business of a gas utility within such area, | ||
(b) the memorandum shall specify the name of the undertaker and the amount of the capital of the undertaker, and, where the liability of shareholders or stockholders is limited, contain a statement to that effect, and | ||
(c) the memorandum shall specify any special Act which applies to the undertaker concerned, or, in case part only of a special Act so applies, the provisions of such Act which so apply. | ||
(3) (a) A memorandum or articles of association, or an amendment which is duly adopted under this section, shall, as confirmed by the Minister where such confirmation is under this section required, bind the undertaker concerned and the shareholders or stockholders, as may be appropriate, thereof to the same extent as if such memorandum, articles or amendment had been signed and sealed by each such shareholder or stockholder and contained covenants by each such shareholder or stockholder to observe and be bound by all the provisions of the memorandum, articles or amendment, as may be appropriate. | ||
(b) All moneys payable to an undertaker by any person on foot of the memorandum or articles of association adopted under this section shall be a debt due from him to the undertaker. | ||
(4) The provisions of subsections (1), (2), (3), (4) and (5) of section 141 of the Companies Act shall apply to any resolution under this section subject to the following modifications: | ||
(a) each of the references in those subsections to members shall be construed as a reference to the shareholders or, as may be appropriate, stockholders of the relevant undertaker, | ||
(b) the reference in the said subsection (2) to a company shall be construed as a reference to the relevant undertaker, and | ||
(c) the reference in the said subsection (4) to the articles shall be construed as a reference to the articles of association adopted under this section by the relevant undertaker and, where they for the time being stand amended under this section, as so amended. | ||
(5) Subject to subsection (6) of this section, a memorandum or articles of association or any amendment adopted under this section shall be subject to confirmation by the Minister and in case such a memorandum, such articles or such an amendment is so adopted, the undertaker concerned shall, as soon as may be, send a copy thereof to the Minister who may confirm, or refuse to confirm, the memorandum, articles or amendment. | ||
(6) (a) The Minister may by a direction in writing provide that to the extent that it contains matters specified in the direction, a memorandum or articles of association or an amendment referred to in subsection (1) of this section and to which the direction relates shall not require to be confirmed under this section by the Minister. | ||
(b) A direction under this section may relate to— | ||
(i) the memorandum or articles of association generally, or any amendments thereof, of a particular undertaker or of any undertaker of a specified class or description, | ||
(ii) specified provisions, or provisions of a specified class or description, of any such memorandum or articles of association, or amendments of any such provision, | ||
and in case a direction under this section is for the time being in force, subsection (5) of this section shall be construed and have effect subject to the terms of the direction. | ||
(7) Notwithstanding anything contained in any enactment or statutory instrument enacted or made before the passing of this Act, any memorandum or articles of association, or any amendment, duly adopted under this section, and, to such extent as is necessary in the particular case, confirmed under this section by the Minister, shall have effect in accordance with its terms, and except in so far as a provision either of an Act specified in the Schedule to this Act or of a special Act is amended or otherwise affected by reason of the foregoing, no such provision which, immediately before the commencement of this Act, applied as regards the relevant undertaker shall be construed as being amended or otherwise affected by this Act. | ||
(8) The adoption of a memorandum or articles of association pursuant to this section shall not affect any liability of the undertaker concerned or any power, right, privilege or security exercisable, enjoyed or enforceable in respect of any debt, liability or obligation incurred, or any agreement entered into by or on behalf of such undertaker and which could have been enforced immediately before such adoption. |