Antigua and Barbuda Sugar Industry Corporation Act

Link to law: http://laws.gov.ag/acts/chapters/cap-30.pdf
Published: 1979

Sugar Industry Corporation (CAP. 30 1

CHAPTER 30

THE ANTIGUA AND BARBUDA SUGAR INDUSTRY
CORPORATION ACT

Arrangement of Sections
Section

1. Short title.
2. Interpretation.
3. Establishment of the Corporation.
4. Functions of Corporation.
5. Capital of the Corporation.
6. Ministerial directions.
7. Borrowing and Guarantee powers.
8. Guarantee by Minister of borrowings.
9. Repayment of interest and advances and sums issued

to meet guarantee.
10. Accounts and Audit.
11. Annual report.
12. Appointment of Staff.
13. Power to delegate.
14. Enforcement of securities.
15. Power to appoint a receiver, etc.
16. Power to make regulations.

SCHEDULE.

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Sugar Industry Corporation (CAP. 30 3

ANTIGUA AND BARBUDA SUGAR INDUSTRY
CORPORATLON

(31st May, 1979.) 511979

1. This Act may be cited as the Antigua and Barbuda Short title.
Sugar Industry Corporation Act.

2. In this Act, unless the context otherwise requires- Interpretation.

"the Board" means the Board of Directors provided
for in clause 1 of the Schedule;

"the Chairman" means the person appointed or acting
as such in accordance with the provisions of clause
3 of the Schedule;

"the Director of Audit" means the person holding or
acting in the office designated by that name and
provided for under section 102 of the Constitution
and includes any officer acting under his direction
or authority;

"the Corporation" means the Antigua Sugar Industry
Corporation established in accordance with the pro-
visions of this Act;

"the Minister" (except where it occurs in and as part
of the expression "Minister responsible for
Finance") means the Minister responsible for
Agriculture;

L L person" includes any individual, corporate entity or
statutory body, and any regional or international
authority, organisation or agency;

"the Schedule" means the schedule to this Act;

"the sugar industry" includes the cultivation and pro-
cessing of sugar cane and the manufacture of every
kind of product and by-product whatsoever from

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4 CAP. 30) Sugar Industry Corporation

the juice or sap, fibres or any other part of the sugar
cane.

Establishment of
the Corporation.

3. (1) There is hereby established a body to be called
the Antigua Sugar Industry Corporation which shall be a
body corporate with perpetual succession and a common seal
with power to purchase, lease, take, hold, deal with, and
dispose of land and other property of whatever kind, to enter
into agreements and contracts with any person, to sue and
be sued in the said name, and to do all things necessary
for the purposes of this Act.

Schedule. (2) The provisions of the Schedule shall have effect as
to the constitution, operation and expenses of the Corpora-
tion and otherwise in relation thereto.

(3) The seal of the Corporation shall be authenticated
in the manner prescribed in the Schedule and shall be
judicially and officially noticed.

Functions of
Corporation. 4. (1) The Corporation is hereby authorised, and,

subject to the provisions of this Act, it shall be the function
of the Corporation, to do all things necessary and to enter
into any transaction or agreement with any person, for the
establishment, maintenance and continuation of the sugar
industry in Antigua and Barbuda.

(2) Without prejudice to the generality of the forego-
ing, the Corporation shall have power to do all such things
as the Corporation may deem necessary or beneficial for the
sugar industry and, in particular, may acquire or purchase
and make arrangements relating to such lands, buildings,
factories, machinery, vehicles, crops and any other property
and make such arrangements thereto as the Corporation may
think necessary or desirable.

(3) Subject to the provisions of this Act, the Corpora-
tion may aid cane farmers with such credit, technical,
transport, agricultural and other facilities as may seem
necessary or beneficial for the sugar industry, and as are
within the resources of the Corporation.

Capital of the
Corporation.

5 . (1) Subject to the provisions of this section the
authorised capital of the Corporation shall be ten million

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Sugar Industry Corporation (CAP. 30 5

dollars divided into two million shares of the par value of
five dollars each.

(2) The Government may subscribe for the said ten
million dollars shares or such other amount as the Minister
may from time to time determine at par:

Provided that any person may, subject to regulations
made pursuant to section 16, subscribe for and hold shares
in the Corporation.

(3) The Corporation may, from time to time, with the
approval of the Minister, vary the amount of the authorised
capital of the Corporation.

6. (1) Subject to the provisions of this section, the Ministerial
directions.

Minister may, after consultation with the Chairman, give
the Board such directions of a general character as to the
policy to be followed by the Corporation in the exercise and
performance of its functions as appear to the Minister to
be necessary in the public interest or the interest of the sugar
industry and the Board shall give effect to such directions.

(2) The Corporation shall furnish the Minister with such
returns, accounts and other information as he may require
with respect to the property and activities of the Corpora-
tion and shall afford to him facilities for verifying such
information in such manner and at such times as he may
reasonably require.

(3) The power of the Minister to give directions to the
Board shall include power to give directions, whether of a
general character or otherwise, as to the exercise by the Cor-
poration of its borrowing powers and its powers of guarantee.

7. (1) Subject to the provisions of this Act, the Cor- EC,",~:: and
poration may borrow sums required by it for meeting any powers.
of its obligations or discharging any of its functions and may
enter into any mortgage, charge or agreement in connec-
tion with such borrowing and may guarantee payments by
any person under such transactions as, in the opinion of the
Board, are beneficial to the sugar industry.

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CAP. 30) Sugar Industry Corporation

Guarantee by
Minister of
borrowings.

Repayment of
interest and
advances and
sums issued to
meet guarantee.

Accounts and
Audit.

(2) The aggregate of the liabilities of the Corporation
outstanding at any one time, including direct liabilities and
the contingent liabilities of the Corporation in the form of
guarantees given by it, shall not at any time exceed twenty
million dollars:

Provided that the Corporation with the approval of the
Minister may by resolution vary the said figure.

8. (1) With the approval of the House of Represen-
tatives, the Minister responsible for Finance after consulta-
tion with the Minister may guarantee in such manner and
on such conditions as he may think fit, the repayment of
the principal and the payment of interest and other charges
on any authorised borrowings of the Corporation.

(2) Where the Minister responsible for Finance is
satisfied that there has been default in the repayment of any
principal monies or the payment of interest or other charges
guaranteed under the provisions of this section he shall direct
the payment out of the Consolidated Fund of the amount
in respect of which there has been such default and such
payment shall be a charge on the Consolidated Fund.

9. The Corporation shall make to the Accountant
General at such times and in such manner as the Minister
or other person designated by the Minister responsible for
Finance may direct payments of such amounts as may be
so directed in or towards repayment of advances made to
the Corporation by the Government and of any sums issued
in fulfilment of any guarantee given under section 8, and
payments of interest on what is outstanding for the time being
in respect of such advances and of any sums so issued at
such rate as the Minister responsible for Finance may direct
and different rates of interest may be directed as respects
different advances and sums and as respects interests for dif-
ferent periods.

'10. (1) The Corporation shall keep proper accounts
and other records in relation to the business of the Corpora-
tion and shall prepare annually a statement of accounts in
a form satisfactory to the Minister, being a form which shall
conform with the best commercial standards.

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Sugar Industry Corporation (CAP. 30 7

(2) The accounts of the Corporation shall be audited
by an auditor or auditors appointed annually by the Cor-
poration and approved by the Minister.

(3) So soon as the accounts of the Corporation have
been audited, but not later than four months after the end
of each financial year, the Corporation shall send the state-
ment of its accounts referred to in subsection (1) of this sec-
tion to the Minister and the Minister responsible for Finance
together with a copy of any report made by the auditors on
the statement or on the accounts of the Corporation.

(4) The auditors7 fees and any expenses of the audit
shall be paid by the Corporation.

(5) The Director of Audit shall be entitled, at all
reasonable times to examine the accounts and other records
in relation to the business of the Corporation.

1 . (1) The Corporation shall, not later than two report.
months after the end of each financial year, cause to be made
and transmitted to the Minister a report dealing generally
with the activities of the Corporation during the preceding
financial year, and containing such information relating to
the proceedings and policy of the Corporation as can be made
public without detriment to the interests of the Corporation.
The Minister shall forthwith furnish the Minister responsi-
ble for Finance with a true copy of the said report.

(2) The Minister shall cause a copy of the report
together with the annual statement of accounts and the
auditors7 report thereon to be laid on the Table of the House
of Representatives and of the Senate.

(3) Copies of the Corporation's report together with the
annual statement of accounts and the auditors7 report on
that statement or on the accounts of the Corporation shall
be published in such manner as the Minister may direct and
shall be made available to the public by the Corporation at
a reasonable price.

12. Subject to the provisions of this Act, the Board ;p,~fq;ntment of
may appoint and employ at such remuneration and on such
terms and conditions as it thinks fit a General Manager,

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CAP. 30) Sugar Industry Corporation

a Secretary and all such other officers, servants and agents
as seem necessary for the carrying out of the functions of
the Corporation under this Act:

Provided that subject to any regulation pursuant to
paragraph (a) of section 16, no provision shall be made for
the payment of any pension, gratuity or other retiring benefits
to any employee of the Corporation without the prior
approval of the Minister.

Power to
delegate.

13. (1) Subject to the provisions of this Act, the Cor-
poration may delegate to any director or employee of the
Corporation the power to carry out on behalf of the Cor-
poration such functions as the Corporation may determine.

(2) Every delegation under this section shall be revocable
by the Corporation and no delegation shall prevent the
exercise by the Corporation of any function delegated.

Enforcement of 14. Where any property mortgaged as security for
securities. a loan under the provisions of this Act is acquired by the

Corporation, the Corporation may either manage and hold
such property or carry on any business with such property
or sell or otherwise dispose of it as it may deem fit.

a 1 5 (1) Notwithstanding that a loan granted or
receiver, etc.

guaranteed by the Cor~oration may not have been secured -
by a mortgage, the Corporation may if a borrower defaults
in respect of a loan granted or guaranteed by the Corpora-
tion appoint a receiver in respect of the business in connec-
tion with. which the loan was granted or guaranteed, and
a receiver so appointed shall have the same powers nutatis
mutandis as a receiver appointed pursuant to the power con-
ferred on a mortgagee by paragraph (c) of section 10 of the

cap. 447. Trustees and Mortgagees Act.

(2) A person appointed by the Corporation to be a
receiver pursuant either to the power conferred on it by a
mortgagee by paragraph (c) of section 10 of the Trustees and
Mortgagees Act or to the power conferred on the Corpora-
tion by subsection (1) of this section shall, if the Corpora-
tion so appoints, be also the Manager of the business in
respect of which the loan was granted or guaranteed and
the effect of such an appointment shall be the same as if

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Sugar Industry Corporation (CAP. 30 9

the person so appointed had been appointed by the High
Court to be the receiver and manager of such business.

(3) No person appointed by the Corporation to be a
receiver and manager shall be deemed to be an officer of
the High Court.

16. Notwithstanding the provisions of any other Act, Power to make
the Minister may make regulations- regulations.

(a) in relation to the grant of pensions, gratuities
and other benefits to employees of the Corporation and
their dependants, and to the dependants or estate of
deceased employees of the Corporation;

( b ) regulating the acquisition and holding of shares
in the Corporation by persons and the rights of such
persons including, but without prejudice to the generality
of the foregoing, such matters as the keeping of registers
of shareholders, the procedure for calls, forfeiture and
surrender of shares in the event of default of payment,
the transfer of shares, the capitalization of surpluses,
the declaration and the payment of dividends, the
holding of meetings, proceedings at such meetings and
voting rights;

(c) for amending the schedule; and

(d) generally for the better carrying out of the
objects and purposes of this Act.

SCHEDULE Section 3 (2))

1. (1) There shall be a Board of Directors of the Corpora- Board of Directors.
tion which, subject to the provisions of this Act, shall be responsi-
ble for the policy and the general administration of the affairs of
the Corporation.

(2) The Board shall consist of not less than five nor more
than eleven directors appointed by instrument in writing by the
Minister from persons appearing to the Minister to have ability
and experience in matters relating to agriculture, industry, finance,
economics, commerce, engineering, accountancy or law.

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10 CAP. 30) Sugar Industry Corporation

Temporary 2. The Minister may appoint any person to act temporarily
appointments. in the place of any director of the Corporation in the case of the

absence, inability or refusal to act of such director.

Chairman. 3. (1) The Minister shall appoint one of the directors to
be the Chairman thereof.

(2) The Minister shall appoint one of the directors to be the
Deputy Chairman thereof.

(3) In the case of the absence or inability to act of the Chair-
man, the Deputy Chairman shall exercise the functions of the
Chairman.

(4) In the case of the absence or inability to act at any meeting
of both the Chairman and the Deputy Chairman the remaining
directors shall elect one of their number to act as Chairman of
that meeting.

Tenure of office. 4. Subject to the provisions of this schedule, a director of
the Corporation shall hold office for such a period not being less
than three years nor more than five years as shall be specified
in the instrument appointing him and shall be eligible for
re-appointment upon the expiration of his period of office.

Resignation. 5 . (1) Any director of the Corporation other than the Chair-
man may at any time resign his office by instrument in writing
addressed to the Minister and transmitted through the Chairman
and from the date of the receipt by the Minister of such instru-
ment such director shall cease to be a director of the Corporation.

(2) The Chairman may at any time resign his office by
instrument in writing addressed to the Minister and such resigna-
tion shall take effect as from the date of the receipt of such instru-
ment by the Minister.

Removal of 6. The Minister may at any time revoke the appointment
Director. of any director if he considers it expedient so to do and shall revoke

the appointment of any director if a unanimous vote to that effect
is passed by resolution of the other directors.

Publication of 7 . The names of all directors of the Corporation as first
composition of
Corporation, constituted and every change in the composition thereof shall be

published in the Gazette.

Authentication of 8. (1) The seal of the Corporation shall be authenticated
seal and
document. by the signatures of the Chairman or one director of the Corpora-

tion authorised to act in that behalf and the secretary of the Board.

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Sugar Industv Corporation (CAP. 30 1 1

(2) All documents, other than those required by law to be
under seal, made by, and all decisions of the Board may be signified
under the hand of the Chairman or any director authorised to
act in that behalf or the secretary of the Board.

9. (1) The Board shall meet at such times as may be Procedure and
necessary or expedient for the transaction of business, and such meetings'
meetings shall be held at such places and times and on such days
as the Board shall determine.

(2) The Chairman may at any time call a special meeting
of the Board and shall call a special meeting to be held within
seven days of a written request for that purpose addressed to him
by any two directors of the Corporation.

(3) The Chairman or, in the case of the absence or inability
to act of the Chairman, the Deputy Chairman or the person elected
to act as Chairman, in accordance with the provisions of sub-
paragraph (4) of paragraph 3 of this Schedule shall preside at the
meetings of the Board, and when so presiding the Chairman, Depu-
ty Chariman or the person elected as aforesaid to act as Chair-
man, as the case may be, shall have an original and a casting vote.

(4) The quorum of the Board shall be one-half of its members
including the Chairman or the Deputy Chairman or the person
elected to act as Chairman as aforesaid.

(5) Subject to the provisions of this Schedule the Board may
regulate its own proceedings.

(6) The validity of any proceedings of the Board shall not
be affected by any vacancy amongst the directors of the Corpora-
tion or by any defect in the appointment of a director thereof.

10. There shall be paid to the Chairman and other direc- t;;C;tation of
tors of the Corporation such remuneration, if any (whether by
way of salaries or travelling or other allowances) as the Minister
may determine.

11. The funds of the Corporation shall consist of such Funds of the
Corporation.

monies as may lawfully be paid to the Corporation.

12. Notwithstanding anything to the contrary no act done Corporation. Protection of
or proceeding taken under this Act by the Corporation shall be
questioned on the ground of any omission, defect or irregularity
not affecting the merits of the case.

CAP. 30)

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Sugar Industry Corporation

Protection of 13. (1) No action, suit, prosecution or other proceedings
directors of
Corporation. shall be brought or instituted personally against any director of

the Corporation in respect of any act bonafide in pursuance or
execution or intended execution of this Act.

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