Transport Bill - continued        House of Lords
PART I, AIR TRAFFIC - continued
Secretary of State's schemes - continued

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Information for purposes of section 42.     43. - (1) If the Secretary of State proposes to make a transfer scheme he may give a direction to an interested body requiring it-
 
 
    (a) to provide him with such information as he thinks necessary to enable him to make the scheme, and
 
    (b) to do so within the period (not less than 28 days starting with the date on which the direction is given) specified in the direction.
      (2) These are interested bodies-
 
 
    (a) the CAA;
 
    (b) a company which is wholly owned by the Crown;
 
    (c) a company which is wholly owned by the CAA;
 
    (d) a company which is a wholly owned subsidiary of a company falling within paragraph (b) or (c).
      (3) If a body fails to comply with a direction under subsection (1) the Secretary of State may serve on it a notice which-
 
 
    (a) requires it to produce any documents which are specified or described in the notice and are in its custody or under its control, and to produce them at a time and place so specified and to a person so specified, or
 
    (b) requires it to supply information specified or described in the notice, and to supply it at a time and place and in a form and manner so specified and to a person so specified.
      (4) No body may be required under this section-
 
 
    (a) to produce documents which it could not be compelled to produce in civil proceedings in the court;
 
    (b) to supply information which it could not be compelled to supply in such proceedings.
      (5) If a body fails without reasonable excuse to do anything required of it by a notice under subsection (3) it is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.
 
      (6) If a body intentionally alters, suppresses or destroys a document which it has been required to produce by a notice under subsection (3) it is guilty of an offence and liable-
 
 
    (a) on summary conviction, to a fine not exceeding the statutory maximum;
 
    (b) on conviction on indictment, to a fine.
      (7) If a body makes default in complying with a notice under subsection (3) the court may on the Secretary of State's application make such order as the court thinks fit for requiring the default to be made good.
 
      (8) An order under subsection (7) may provide that all the costs or expenses of and incidental to the application are to be borne-
 
 
    (a) by the body in default, or
 
    (b) if officers of the body are responsible for its default, those officers.
      (9) A reference to producing a document includes a reference to producing a legible and intelligible copy of information recorded otherwise than in legible form.
 
      (10) A reference to suppressing a document includes a reference to destroying the means of reproducing information recorded otherwise than in legible form.
 
      (11) A reference to the court is to-
 
 
    (a) the High Court in relation to England and Wales or Northern Ireland;
 
    (b) the Court of Session in relation to Scotland.
 
Accounting provisions
Accounting provisions.     44. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme-
 
 
    (a) from the CAA to a company,
 
    (b) from a company to the CAA, or
 
    (c) from a company to a company.
      (2) The transfer scheme may state-
 
 
    (a) the value at which any asset transferred to the transferee under the scheme is to be entered in the opening accounts of the transferee;
 
    (b) the amount at which any liability so transferred is to be entered in those accounts.
      (3) The value or amount which may be stated by virtue of subsection (2) is-
 
 
    (a) in a case where the whole of the asset or liability is transferred by the transfer scheme, the value or amount at which the asset or liability appeared in the last full accounts of the transferor;
 
    (b) in a case where part only of the asset or liability is so transferred, such part of the value or amount at which the asset or liability appeared in the last full accounts of the transferor as may be determined by or in accordance with the transfer scheme.
      (4) But if the maker of the transfer scheme considers that some other value or amount is appropriate, the value or amount which may be stated by virtue of subsection (2) is that other amount or value.
 
      (5) If no value or amount appeared as mentioned in subsection (3) in the case of an asset or liability, the value or amount which may be stated by virtue of subsection (2) is the value or amount which the maker of the transfer scheme considers appropriate.
 
      (6) The transfer scheme may provide that the amount to be included in the opening accounts of the transferee as representing its accumulated realised profits is to be determined as if such proportion of any profits realised and retained by the transferor as may be determined by or in accordance with the transfer scheme had been realised and retained by the transferee.
 
      (7) The transfer scheme may provide that the amount to be included in the opening accounts of the transferee as representing its accumulated realised losses is to be determined as if such proportion of any accumulated realised losses of the transferor as may be determined by or in accordance with the transfer scheme had been losses realised by the transferee.
 
      (8) When the transfer scheme comes into force a statement or provision under subsection (2), (6) or (7) has effect to require any value or amount concerned to be entered or determined accordingly.
 
Accounting provisions: interpretation.     45. - (1) This section applies for the purposes of section 44.
 
      (2) The opening accounts of the transferee are-
 
 
    (a) if the transferee is the CAA, the annual accounts prepared by it in accordance with section 15 of the Civil Aviation Act 1982 for the accounting year next ending after the transfer date;
 
    (b) if the transferee is a company, any statutory accounts prepared by it for the accounting year next ending after the transfer date.
      (3) The last full accounts of the transferor are-
 
 
    (a) if the transferor is the CAA, the annual accounts prepared by it in accordance with section 15 of the Civil Aviation Act 1982 for the accounting year last ended before the making of the transfer scheme;
 
    (b) if the transferor is a company, the statutory accounts of the company for the accounting year last ended before the making of the transfer scheme.
      (4) An accounting year is-
 
 
    (a) in the case of the CAA, the period of 12 months ending with 31 March in any year;
 
    (b) in the case of a company, its financial year within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986.
      (5) Statutory accounts are accounts prepared by a company for the purpose of any provision of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 (including group accounts).
 
 
Ownership of transferee companies
Issue of securities.     46. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is a company falling within subsection (4).
 
      (2) The Secretary of State may give a direction under this section to the transferee if when the direction is given it is a company falling within subsection (4).
 
      (3) A direction under this section is one requiring the transferee-
 
 
    (a) to issue to the appropriate person such securities of the transferee as are specified in the direction,
 
    (b) to do so at a time or times (specified in the direction) when it is a company falling within subsection (4), and
 
    (c) to do so on such terms as are specified in the direction.
      (4) A company falls within this subsection if it is-
 
 
    (a) a company which is wholly owned by the Crown,
 
    (b) a company which is wholly owned by the CAA, or
 
    (c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).
      (5) The appropriate person is such of the following as the Secretary of State may specify in the direction-
 
 
    (a) the transferor;
 
    (b) the Secretary of State;
 
    (c) the CAA;
 
    (d) a company which is wholly owned by the Crown;
 
    (e) a company which is wholly owned by the CAA;
 
    (f) a company which is a wholly owned subsidiary of a company falling within paragraph (d) or (e).
      (6) Shares issued in pursuance of this section-
 
 
    (a) must be of such nominal value as may be specified in a direction given by the Secretary of State, and
 
    (b) must be issued as fully paid and treated for the purposes of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 as if they had been paid up by virtue of the payment to the transferee of their nominal value in cash.
Government investment in securities.     47. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is-
 
 
    (a) a company which is wholly owned by the Crown,
 
    (b) a company which is wholly owned by the CAA, or
 
    (c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).
      (2) The Treasury or the Secretary of State with the Treasury's consent may-
 
 
    (a) acquire securities of the transferee by subscription or purchase;
 
    (b) acquire options to acquire or dispose of securities of the transferee.
      (3) The Secretary of State must not dispose of any securities or options acquired under this section without the Treasury's consent.
 
Crown shareholding.     48. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is-
 
 
    (a) a company which is wholly owned by the Crown,
 
    (b) a company which is wholly owned by the CAA, or
 
    (c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).
      (2) The Secretary of State may by order designate such a transferee for the purposes of this section.
 
      (3) The Secretary of State must ensure that the Crown does not dispose of any of the shares it holds in the designated company unless he is satisfied that a scheme is in place to ensure the completion of any project which-
 
 
    (a) concerns the development of major facilities connected with air traffic services, and
 
    (b) was commissioned before the coming into force of this section by the CAA or a company wholly owned by the CAA.
      (4) The Secretary of State must ensure that the Crown does not dispose of any of the shares it holds in the designated company unless-
 
 
    (a) the Crown holds at least 49 per cent of the company's issued ordinary share capital immediately before the disposal, and
 
    (b) the Crown will continue to hold at least 49 per cent of that share capital immediately after the disposal.
      (5) The Secretary of State must ensure that at any given time the Crown holds at least 25 per cent of the designated company's issued ordinary share capital.
 
      (6) The Secretary of State must ensure that the Crown continues to hold any special share provided for under the designated company's articles of association.
 
      (7) A special share is a share which can be held only by the Crown and which gives the shareholder the right to prevent certain events by withholding consent.
 
      (8) The Secretary of State must not consent to any alteration of the designated company's articles of association which requires his consent on behalf of the Crown as special shareholder unless a statement of the intended consent has been laid before and approved by resolution of each House of Parliament.
 
      (9) If a person enters into a transaction relating to shares issued by the designated company-
 
 
    (a) he need not enquire whether the transaction results in a contravention of subsection (3), (4), (5) or (6), and
 
    (b) his rights in relation to the shares are not to be questioned on the grounds of, or affected by, a contravention of subsection (3), (4), (5) or (6).
      (10) The Secretary of State may by order amend or repeal this section.
 
 
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