Victorian Legislation and Parliamentary Documentsi
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
Short title 3
Definitions 4
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 6
Payment in lieu of stamp duty 8
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ENDNOTES 9
General Information 9
Table of Amendments 10
Explanatory Details 11
Victorian Legislation and Parliamentary Documents1
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
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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
Preamble
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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):
Short title
This Act may be cited as New Broken Hill
Consolidated Limited Act 1971.
s. 1
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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;
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(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
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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—
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(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.
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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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s. 7
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ENDNOTES
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.
Endnotes
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New Broken Hill Consolidated Limited Act 1971
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2. Table of Amendments
There are no amendments made to the New Broken Hill Consolidated
Limited Act 1971 by Acts and subordinate instruments.
Endnotes
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New Broken Hill Consolidated Limited Act 1971
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3. Explanatory Details
No entries at date of publication.
Endnotes