13. The principal Act is amended by inserting, immediately after section 27, the following Part:“PART IVA RAILWAY ADMINISTRATION ORDERS |
Meaning and effect of railway administration orders |
27A.—(1) A railway administration order is an order of the Minister made in accordance with section 27B in relation to a licensee that is a company and directing that, during the period for which the order is in force, the affairs, business and property of the licensee shall be managed by a person appointed by the Minister —(a) | for the achievement of all or any of the purposes of such an order; and | (b) | in a manner which protects the respective interests of the members, creditors and customers of the licensee. |
(2) The purposes of a railway administration order made in relation to any licensee that is a company shall be for —(a) | the safety, security and continuity of the supply of railway passenger services and facilities relating to the rapid transit system specified in its licence; | (b) | the survival of the company, or the whole or part of its undertaking as a going concern; | (c) | the transfer to another person, or (as respects different parts of its undertaking) to 2 or more different persons, as a going concern, of so much of the company’s undertaking as it is necessary to transfer in order to ensure that the functions which have been vested in the company by virtue of its licence may be properly carried out; or | (d) | the carrying out of those functions pending the making of the transfer of those functions in the other person or persons, including but not limited to —(i) | requiring the company immediately to take any action or to do or not to do any act or thing in relation to its business as the Minister may consider necessary; and | (ii) | appointing a person to advise the company in the proper conduct of its business. |
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(3) The Minister may at any time (whether or not the appointment of the person has terminated) fix the remuneration and expenses to be paid by a company which is a licensee to any person appointed by the Minister under a railway administration order to advise the company in the proper conduct of its business. |
(4) The Minister may, by rules published in the Gazette, give effect to this Part, including making provision for applying, omitting or modifying provisions of the Companies Act (Cap. 50) where a railway administration order is made. |
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Railway administration order, etc., made on application by Authority |
27B.—(1) If, on an application made to the Minister by the Authority, the Minister is satisfied in relation to any company that is a licensee that any one or more of the grounds specified in subsection (2) is satisfied in relation to that company, the Minister may make a railway administration order in relation to that company.(2) The grounds mentioned in subsection (1) are, in relation to any company that is a licensee of a rapid transit system —(a) | that there has been, is or is likely to be such a contravention by the company of the conditions of its licence or this Act that is serious enough to make it inappropriate for the company to continue to hold the licence to operate that rapid transit system; | (b) | that the company is or is likely to be unable to pay its debts; | (c) | that the Minister considers it in the interest of the safety, security and continuity of the provision of railway passenger services relating to that rapid transit system; or | (d) | that the Minister otherwise considers it in the public interest. |
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(3) Notice of any application under subsection (1) shall be given immediately by the Authority to such persons and in such manner as may be prescribed. |
(4) Any decision of the Minister under subsection (1) shall be final. |
(5) For the purposes of this section, a company is unable to pay its debts if it is a company which is deemed to be so unable under section 254(2) of the Companies Act (Cap. 50). |
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Scheme for transfer of property, rights and liabilities from existing licensee to new licensee |
27C. Where a railway administration order is made in relation to a licensee that is a company (referred to as the existing licensee) and it is proposed that, on or after a date appointed in the railway administration order, another company (referred to as the new licensee) should operate the rapid transit system that the existing licensee is authorised to operate, in place of the existing licensee —(a) | the existing licensee, acting with the consent of the new licensee and, in respect of matters affecting them, of any other licensees, may make a scheme, in accordance with prescribed requirements, for the transfer of property, rights and liabilities from the existing licensee to the new licensee; | (b) | any such scheme shall not take effect unless it is approved by the Authority; | (c) | the Authority may, with the consent of the new licensee, of the existing licensee and, in respect of matters affecting them, of any other licensees, modify any such scheme before approving it; | (d) | it shall be the duty of the new licensee, the existing licensee and of any other licensees to provide the Authority with all such information and other assistance as the Authority may reasonably require for the purposes of, or in connection with, the exercise of any power conferred under this section; | (e) | the property, rights and liabilities of the existing licensee that shall be capable of being transferred in accordance with any such scheme shall include —(i) | property, rights and liabilities that would not otherwise be capable of being transferred or assigned by the existing licensee; | (ii) | such property, rights and liabilities to which the existing licensee may become entitled or subject after the making of the scheme and before the day the railway administration order is discharged; | (iii) | property situated anywhere in Singapore or elsewhere; and | (iv) | rights and liabilities under the law of Singapore or of any country or territory outside Singapore; |
| (f) | any such scheme for the transfer of the existing licensee’s property, rights and liabilities may, where appropriate —(i) | create for the existing licensee, the new licensee or any other licensees an interest in or right over any property to which the scheme relates; | (ii) | create new rights and liabilities as between any 2 or more of those licensees; and | (iii) | provide for a licence held by an existing licensee to have effect as if it had been granted to the new licensee; and |
| (g) | any such scheme for the transfer of the existing licensee’s property, rights and liabilities shall, upon its coming into force, have effect in accordance with its provisions and without further assurance, so as to transfer the property, rights and liabilities to which the scheme relates to the new licensee. |
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Restrictions on voluntary winding up, etc. |
27D.—(1) Notwithstanding the provisions of any other written law, where a company is a licensee —(a) | the company shall not be wound up voluntarily without the consent of the Authority; | (b) | no judicial management order under the Companies Act (Cap. 50) shall be made in relation to the company; and | (c) | no step shall be taken by any person to enforce any security over the company’s property except where that person has served 14 days’ notice of his intention to take that step on the Authority. |
(2) The Authority shall be a party to any proceedings under the Companies Act (Cap. 50) relating to the winding up of the affairs of a company which is a licensee.”. |
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