Economic Development Board Ordinance

Bill No. 140/1961

Read the first time on 26th April 1961.

An Ordinance to establish the Economic Development Board and to repeal the Singapore Industrial Promotion Board Ordinance, 1957 (No. 4 of 1957).

Be it enacted by the Yang di-Pertuan Negara with the advice and consent of the Legislative Assembly of Singapore, as follows: —

Short title and commencement

1. This Ordinance may be cited as the Economic Development Board Ordinance, 1961, and shall come into operation on such date as the Minister may by notification in the Gazette appoint.

Interpretation

2. In this Ordinance, unless the context otherwise requires —

“Board” means the Economic Development Board established under section 3 of this Ordinance;

“industrial enterprise” means any sole-proprietorship, partnership, company or co-operative society wheresoever registered or incorporated under any law for the time being in force relating to companies, co-operative societies or businesses and engaged in mining or in the manufacture or processing of goods;

“underwrite” means to contract, with or without conditions, to subscribe for stocks, shares, bonds or debentures of an industrial enterprise with a view to the resale of the whole or part of it.

Establishment of Economic Development Board

3.—(1) There shall be established in accordance with the provisions of this Ordinance a body to be called the “Economic Development Board”.

(2) The Board when established shall be a body corporate with perpetual succession and a common seal with power, subject to the provisions of this Ordinance, to acquire and dispose of property, both movable and immovable, and may sue and be sued in its corporate name and perform such other acts as bodies corporate may by law perform.

Chairman of the Board

4. The Minister shall appoint a Chairman of the Board who shall —

(a)	be a full-time officer of the Board; and
(b)	subject to the provisions of this Ordinance, hold office for such period and on such terms as the Minister may determine.

Constitution of the Board

5.—(1) The Board shall consist of —

(a)	the Chairman;
(b)	the Director of the Board appointed under section 7 of this Ordinance;
(c)	the Chairman of the Housing and Development Board established by the Housing and Development Board Ordinance, 1959 (Ord. 11 of 1959); and
(d)	five other members to be appointed by the Minister to represent banking, manufacturing, commercial, labour, professional and academic interests.

(2) The quorum of the Board shall be four.

(3) The Board shall meet together once at least in every month.

(4) The members of the Board appointed by the Minister under the provisions of paragraph (d) of subsection (1) of this section shall, unless their appointment is revoked by the Minister under the provisions of subsection (9) of this section, or unless they resign during their period of office, hold office for a term of three years or for such shorter period as the Minister may in any case determine.

(5) The Minister may appoint a member of the Board to be Deputy Chairman of the Board. The Deputy Chairman may preside at meetings of the Board in the absence of the Chairman.

(6) The Chairman or the person lawfully acting as Chairman at any meeting of the Board shall have an original as well as a casting vote.

(7) A member of the Board shall not, in any meeting of the Board, participate in any discussion relating to, and shall not vote in respect of, any application to the Board for a loan in which he is interested or in respect of any business or management in which he is interested, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at such meeting.

(8) The members of the Board shall be paid out of the funds of the Board such salaries, fees or allowances as the Yang di-Pertuan Negara may determine.

(9) The Minister may at any time revoke the appointment of the Chairman or of any other member of the Board.

Directions by the Minister

6.—(1) The Minister may, after consultation with the Board or otherwise, give to the Board such directions, not inconsistent with the provisions of this Ordinance, as he deems fit, as to the exercise and performance by the Board of its powers, duties and functions under this Ordinance, and the Board shall give effect to all such directions.

(2) The Board shall furnish the Minister with such information with respect to its property and activities as he may from time to time require.

Director of the Board

7.—(1) The Board shall, with the approval of the Minister, appoint a Director of the Economic Development Board who shall perform such duties as the Board may entrust or delegate to him:

Provided that the first Director of the Board shall be appointed by the Minister.

(2) If the Director of the Board is temporarily absent from Singapore or temporarily incapacitated through illness or for any other sufficient reason from the performance of his duties, another person may be appointed in the manner provided by subsection (1) of this section to be the Director of the Board during such temporary absence or other incapacity.

Appointment of officers and servants

8.—(1) The Board may from time to time appoint and employ such officers and servants as may be necessary for the purposes of this Ordinance and may from time to time dismiss them.

(2) All officers and servants of the Board shall be under the administrative control of the Board.

Ineligibility for employment as officers of the Board

9.—(1) No person shall be eligible for employment as an officer of the Board who has, directly or indirectly, by himself or his partner, any share or interest in any contract with, for or on behalf of the Board.

(2) Any officer of the Board who has or acquires any such share or interest shall be liable in the discretion of the Board to summary dismissal without notice.

(3) No officer shall be deemed to have or acquire any such share or interest by reason only that —

(a)	he is or becomes a member of an incorporated company which owns land situated in Singapore or has a contract with or executes work for the Board; or
(b)	he has or acquires a share in any loan issued by the Board or in any security for the same.

Provision of working capital

10. For the purpose of enabling the Board to carry out its objects and to defray expenditure properly chargeable to capital account, including defraying initial expenses, and for the provision of working capital, the Minister may authorize payment to the Board of such sums as he may determine.

Borrowing powers

11.—(1) The Board may with the written approval of the Minister issue and sell bonds and debentures carrying interest for the purpose of raising its working capital.

(2) Bonds and debentures of the Board shall be guaranteed by the Government as to the repayment of principal and the payment of interest at such rate as may be fixed by the Minister on the recommendation of the Board at the time the bonds and debentures are issued.

Powers of the Board

12. The Board shall have power —

(a)

with the written approval of the Minister, to underwrite the issue of stocks, shares, bonds or debentures by industrial enterprises;

(b)

with the written approval of the Minister, to guarantee on such terms and conditions as may be agreed upon, loans raised by industrial enterprises which —

(i)	are repayable within a period not exceeding twenty-five years; or
(ii)	are floated in the public market;

(c)

to grant loans or advances to, or subscribe to stocks, shares, bonds or debentures of industrial enterprises;

(d)

to manage, control or supervise industrial enterprises by nominating directors or advisers or otherwise collaborating with them or entering into partnerships or any other arrangement for jointly working with them;

(e)

with the written approval of the Minister, to establish, sell shares of, invest in and manage industrial enterprises;

(f)

to act as agent for the Government or, with its approval, for any other person in the transaction of any business with an industrial enterprise in respect of loans or advances granted or debentures subscribed by the Government or such other person;

(g)

to acquire, sell or lease land for the purposes of industrial sites, for the housing of employees or for general economic development;

(h)

to lay out industrial estates for sale or lease;

(i)

to provide technical advice and assistance to industrial enterprises and to build up a corps of engineering and managerial staff to provide such assistance;

(j)

to exercise all functions and powers and perform all duties which, under or by virtue of any other written law, are or may be or become vested or delegated to it;

(k)

to receive in consideration of the services rendered by it such commission as may be agreed upon; and

(l)

generally to do all such matters and things as may be incidental to or consequential upon the exercise of its powers or the discharge of its duties under this Ordinance.

Rights of Board in case of default

13.—(1) Where any industrial enterprise which is under a liability to the Board under an agreement makes any default in repayment or otherwise fails to comply with the terms of its agreement with the Board, the Board shall, without prejudice to any other rights or remedies which it may possess under the law, have the right to take over the management of such industrial enterprise, as well as the right to sell and realise the property pledged, mortgaged, hypothecated or assigned to the Board.

(2) Any transfer of property made by the Board in exercise of its powers of sale and realisation under subsection (1) of this section shall vest in the transferee all rights in or to the property transferred as if the sale had been made by the owner of the property.

(3) The Board shall have the same rights and powers with respect to goods manufactured or produced wholly or partly from goods forming part of security held by it, as it had with respect to the original goods.

(4) Where the Board takes over the management of an industrial enterprise under the provisions of subsection (1) of this section, it shall be deemed to be the owner of such industrial enterprise for purposes of suits by or against such industrial enterprise and shall sue and be sued in the name of the owner of such industrial enterprise.

Power to call for repayment before agreed period

14. Notwithstanding any agreement to the contrary, and without prejudice to any other rights or remedies which it may possess under the law, the Board may by notice require any industrial enterprise, to which it has granted any loan or advance, forthwith to discharge in full its liabilities to the Board —

(a)	if it appears to the Board that false or misleading information in any material particular was given in the application for the loan or advance; or
(b)	if the industrial enterprise has failed to comply with the terms of its contract with the Board in the matter of the loan or advance; or
(c)	if there is a reasonable apprehension that the industrial enterprise is unable to pay its debts or that proceedings for liquidation may be commenced in respect thereof; or
(d)	if the property pledged, mortgaged, hypothecated or assigned to the Board as security for the loan or advance is not insured and kept insured by the industrial enterprise to the satisfaction of the Board, or depreciates in value, in the opinion of the Board, by more than twenty per centum, and further security to the satisfaction of the Board is not given; or
(e)	if, without the permission of the Board, machinery and other equipment, whether forming part of the security or otherwise, is removed from the premises of the industrial enterprise without being replaced; or
(f)	if for any reason it is necessary in the opinion of the Board to protect the interests of the Board.

Special provisions for enforcement of claims by the Board

15.—(1) Where by reason of the breach of any condition of an agreement between the Board and an industrial enterprise, the Board becomes entitled to call for the immediate payment of any loan or advance granted by it before the due date or where the due date has expired, and the industrial enterprise fails to repay such loan or advance, any officer of the Board generally or especially authorized by the Board in that behalf may apply to the High Court for one or more of the following reliefs, namely: —

(a)	for an order for the sale of the property pledged, mortgaged, hypothecated or assigned to the Board as security for the loan or advance; or
(b)	for transferring the management of the industrial enterprise to the Board; or
(c)	for an interim injunction where there is apprehension of the machinery or the equipment being removed from the premises of the industrial enterprise without the permission of the Board.

(2) An application under subsection (1) of this section shall state the nature and extent of the liability of the industrial enterprise to the Board, the ground on which it is made and such other particulars as may be prescribed.

(3) Where the application is for the reliefs mentioned in paragraphs (a) and (c) of subsection (1) of this section, the judge shall make an interim order attaching the security or so much of the property of the industrial enterprise as would on being sold realise in his estimation an amount equivalent in value to the outstanding liability of the industrial enterprise to the Board, together with the costs of the proceedings taken under this section with or without an interim injunction restraining the industrial enterprise from transferring or removing its machinery or equipment.

(4) Where the application is for the relief mentioned in paragraph (b) of subsection (1) of this section, the judge shall grant an interim injunction restraining the industrial enterprise from transferring or removing its machinery or equipment and issue a notice calling upon the industrial enterprise to show cause on a date to be specified in the notice as to why the management of the industrial enterprise should not be transferred to the Board.

(5) Before making any order under subsection (3) or subsection (4) of this section, the judge may, if he thinks fit, examine the officer making the application.

(6) At the same time as he makes an order under subsection (3) of this section, the judge shall issue to the industrial enterprise a notice accompanied by copies of the order, the application and the evidence, if any, recorded by him, calling upon it to show cause on a date to be specified in the notice as to why the interim order of attachment should not be made absolute or the injunction confirmed.

(7) If no cause is shown on or before the date specified in the notice under subsections (4) and (6) of this section, the judge shall forthwith make the interim order absolute and direct the sale of the attached property or transfer the management of the industrial enterprise to the Board or confirm the injunction.

(8) If cause is shown, the judge shall proceed to investigate the claim of the Board and the provisions of the Rules of the Supreme Court, 1934, shall as far as practicable apply to such proceedings.

[G.N. No. 2941/34.]

(9) On an investigation made under subsection (8) of this section, the judge shall make an order —

(a)	confirming the order of attachment and directing the sale of the attached property; or
(b)	varying the order of attachment so as to release a portion of the property from attachment and directing the sale of the remainder of the attached property; or
(c)	releasing the property from attachment, if he is satisfied that it is not necessary in the interests of the Board; or
(d)	confirming or dissolving the injunction; or
(e)	transferring the management of the industrial enterprise to the Board or rejecting the claim made in this behalf:

Provided that when making any order under paragraph (c) of this subsection, the judge may make such further orders as he thinks necessary to protect the interests of the Board, and may apportion the costs of the proceedings in such manner as he thinks fit:

Provided further that unless the Board intimates to the judge that it will not appeal against any order releasing any property from attachment, such order shall not be given effect to until the expiry of the period fixed under subsection (11) of this section within which an appeal may be lodged, or if an appeal is lodged unless the Court of Appeal otherwise directs, until the appeal is disposed of.

(10) An order of attachment or sale of property under this section shall be carried into effect as far as may be practicable in the manner provided in the Rules of the Supreme Court, 1934, for the seizure and sale of property in execution of a judgment or order, as if the Board were the judgment creditor.

(11) Any party aggrieved by an order under subsection (7) or subsection (9) of this section may, within thirty days from the date of the order, appeal to the Court of Appeal, and upon such appeal, the Court of Appeal may after hearing the parties make such orders as it thinks proper.

Compulsory acquisition of land

16. Where any immovable property, not being Crown land, is needed for the purposes of the Board and cannot be acquired by agreement, the Board may request and the Yang di-Pertuan Negara may, if he thinks fit, direct the acquisition of such property and in such case, such property may be acquired in accordance with the provisions of any written law relating to the acquisition of land for a public purpose and any declaration required under any such law that such land is so needed may be made notwithstanding that compensation is to be paid out of the funds of the Board, and such declaration shall have effect as if it were a declaration that such land is needed for a public purpose made in accordance with such written law.

Accounts of the Board

17.—(1) The Board shall prepare in respect of each year terminating on the 31st day of December a statement of account in a form approved by the Minister. Such statement of account shall be audited by a qualified auditor to be appointed in respect of each year by the Minister, and the auditor shall make a report on the accounts examined by him.

(2) The remuneration of the auditor appointed by the Minister under subsection (1) of this section shall be fixed by the Minister and shall be paid out of the funds of the Board.

(3) So soon as the accounts have been audited, the Board shall send to the Minister a copy of the statement of account and the report thereon by the auditor referred to in subsection (1) of this section, and the Minister shall present a copy of every such statement and report to the Legislative Assembly.

Annual report

18. So soon as may be after the 1st day of January in every year but not later than the 31st day of March in every year unless expressly authorized in writing by the Minister, the Board shall prepare a report of its operations in the preceding year and shall send a copy of such report to the Minister who shall present a copy of every such report to the Legislative Assembly.

Annual estimates

19. The Board shall obtain in advance the approval of the Minister for its annual estimates of expenditure in respect of office administration and for any supplementary estimates of such expenditure.

Protection of members of Board

20.—(1) No action, suit, prosecution or other proceedings shall be brought or instituted personally against any member of the Board in respect of any act done bona fide in pursuance or execution or intended execution of this Ordinance.

(2) Where any member of the Board is exempt from liability by reason only of the provisions of this section, the Board shall be liable to the extent that it would be if the said member were a servant or agent of the Board.

Regulations

21.—(1) The Minister may, after consulting with the Board, make such regulations as he may consider necessary or desirable for the proper conduct of the business of the Board including, without prejudice to the generality of the foregoing, regulations with regard to any of the following matters: —

(a)	the convening of meetings of the Board and the procedure to be followed thereat;
(b)	the appointment or establishment of committees of the members of the Board, and the co-opting of persons other than members of the Board to such committees;
(c)	the provision of a common seal and the custody and use thereof;
(d)	the manner in which documents, cheques and instruments of any description shall be signed or executed on behalf of the Board;
(e)	the manner and terms of issue and redemption of bonds and debentures by the Board; and
(f)	generally for the exercise of the Board’s powers under the provisions of this Ordinance.

(2) All regulations made under this Ordinance shall be published in the Gazette and shall be presented to the Legislative Assembly as soon as may be after publication and, if a resolution is passed pursuant to a motion notice whereof has been given for a sitting day not later than the first available sitting day of the Assembly next after the expiry of three months from the date when such regulations are so presented annulling the regulations or any part thereof as from a specified date, such regulations or such part thereof, as the case may be, shall thereupon become void as from such date but without prejudice to the validity of anything previously done thereunder or to the making of new regulations.

Winding up

22. The Board shall not be wound up except by or under the authority of an Ordinance.

Vesting of the Singapore Industrial Promotion Board’s assets and liabilities in the Board

23. Upon the coming into operation of this Ordinance —

(a)	the Singapore Industrial Promotion Board shall cease to exist as a body corporate;
(b)	all the assets and movable and immovable property of every description and all the powers, rights and privileges in connection therewith or appertaining thereto which immediately before the coming into operation of this Ordinance were vested in the Singapore Industrial Promotion Board shall forthwith vest in the Board freed and discharged from any trust whatsoever, but subject nevertheless to the provisions of this Ordinance; and
(c)	all liabilities and obligations of the Singapore Industrial Promotion Board which may have existed immediately prior to the coming into operation of this Ordinance shall be transferred to and vest in the Board.

Repeal

24. The Singapore Industrial Promotion Board Ordinance, 1957 (Ord. 4 of 1957), is hereby repealed.

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