Federal Register of Legislation - Australian Government

Primary content

Act No. 66 of 1989 as made
An Act to amend the Snowy Mountains Engineering Corporation Act 1970 to convert the Snowy Mountains Engineering Corporation into a public company, and for related purposes
Administered by: Environment and Energy
Date of Assent 19 Jun 1989
 

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66 of 1989 - TABLE OF PROVISIONS

TABLE OF PROVISIONS

PART I-PRELIMINARY

Section

1. Short title

2. Commencement

PART II-AMENDMENTS OF THE SNOWY MOUNTAINS ENGINEERING CORPORATION ACT
1970

3. Principal Act

4. Title

5. Insertion of new sections:

3. Interpretation

3A. Operating under a name

3B. Subsidiaries

3C. Operation of Act

3D. Extension to external Territories

6. Repeal of sections 4 and 5

7. Repeal of Part II

8. Heading to Part III

9. Additional functions

10. Repeal of section 18 and substitution of section:

18. Additional powers

11. Insertion of new Part:

PART IIIA-CREATION OF CAPITAL STRUCTURE AND OTHER STEPS PRIOR TO
CONVERSION OF SMEC INTO A PUBLIC COMPANY

18A. Share capital of SMEC

18B. Issue of shares

18C. SMEC to apply to be registered as company etc.

18D. New name of SMEC

12. Repeal of Parts IV and V and insertion of new Part:

PART IV-CONVERSION OF SMEC INTO A PUBLIC COMPANY

19. Effect of Part-summary

20. SMEC taken to be registered under Companies Act

21. Memorandum and articles of SMEC

22. Membership of SMEC

23. Application of certain provisions of Companies Act

24. Accounting records

25. Accounts

26. Operation of section 25B of Acts Interpretation Act

13. Insertion of new Parts:

PART VA-USE OF CERTAIN NAMES

39A. Protected body may operate under protected
company name

39B. Protected body may operate under protected
business name

39C. Other persons not to use protected names

39D. Exceptions for pre-existing rights

39E. Use of other names by protected bodies

39F. Effect on State and Territory laws

PART VB-STAFF MATTERS

39G. Employment of staff members continues after
transition

39H. Act not to affect certain matters relating to
staff members

39J. Effect of sections 39G and 39H

39K. Variation of terms and conditions of employment

39L. Application of Part IV of Public Service Act

PART VC-TAXATION MATTERS

39M. Interpretation

39N. Exemptions relating to exempt matters

39P. Authorised person may certify in relation to
exemptions

39Q. SMEC taken to have had share capital for
purposes of Income Tax Assessment Act

14. Repeal of Part VI

15. Repeal of sections 51 to 54 (inclusive) and substitution of sections:

51. SMEC not public authority etc.

52. Judicial notice of SMEC's seal

53. Compensation for acquisition of property

54. Public Works Committee Act

54A. Lands Acquisition Act

54B. Additional powers and functions under State laws

PART III-CONSEQUENTIAL AMENDMENTS OF OTHER ACTS

16. Consequential amendments

SCHEDULE

CONSEQUENTIAL AMENDMENTS OF OTHER ACTS

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - LONG TITLE

An Act to amend the Snowy Mountains Engineering Corporation Act 1970 to
Back to Top

convert the Snowy Mountains Engineering Corporation into a public company, and for
related purposes

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66 of 1989 - PART I
PART I-PRELIMINARY

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 1
Short title

(Assented to 19 June 1989)
1. This Act may be cited as the Snowy Mountains Engineering Corporation (Conversion into Public Company) Act 1989.

(Minister's second reading speech made in-
House of Representatives on 5 April 1989
Senate on 4 May 1989)

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 2
Commencement

2. (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.

(2) Subject to subsection (3), subsection 14 (1) commences on a day to be fixed by Proclamation for the purposes of this subsection.

(3) If subsection 14 (1) does not commence under subsection (2) of this section within the period of 4 months beginning on the day on which this Act receives the Royal Assent, it commences on the first day after the end of that period.

(4) Subject to subsection (5), section 4, subsections 6 (1) and 7 (1), sections 8, 9, 10 and 12, subsection 14 (2) and sections 15 and 16 commence on a day to be fixed by Proclamation for the purposes of this subsection.

(5) If the provisions referred to in subsection (4) do not commence under that subsection within the period of 6 months beginning on the day on which this Act receives the Royal Assent, they commence on the first day after the end of that period.

(6) Subsection 7 (2) commences immediately after section 12.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - PART II
PART II-AMENDMENTS OF THE SNOWY MOUNTAINS ENGINEERING CORPORATION ACT 1970

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 3
Principal Act

3. In this Part, "Principal Act" means the Snowy Mountains Engineering Corporation Act 1970.*1* *1* No. 39, 1970, as amended. For previous amendments, see No. 125, 1970; No. 22, 1971; Nos. 74 and 216, 1973; No. 36, 1978; No. 101, 1985; No. 76, 1986; and No. 123, 1988.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 4
Title

4. The title of the Principal Act is repealed and the following title is substituted:
"An Act relating to the constitution of SMEC as a public company, and for other purposes".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 5

5. After section 2 of the Principal Act the following sections are inserted:

Interpretation
"3. In this Act, unless the contrary intention appears:
'articles' means articles of association;
'Australia' includes the external Territories;
'authorised person' means:
(a) the Minister; or
(b) the holder of an authorising office;
'authorising office' means an office, in the Department, which is declared by writing signed by the Minister to be an authorising office for the purposes of this definition;
'employment', in relation to a staff member, means employment by, or service with, SMEC;
'engineering work' includes:
(a) an actual or proposed continuation, completion, repair, alteration,
restriction or extension of an engineering work; or
(b) a proposed engineering work;
'group company' means:
(a) SMEC; or
(b) a wholly-owned subsidiary of SMEC;
'member', in relation to SMEC at any time before the transition, includes a Director;
'memorandum' means memorandum of association;
'operate', in relation to a name, has the meaning given by section 3A;
'protected body' means a group company that is a trading corporation or a financial corporation, within the meaning of paragraph 51 (20) of the Constitution;
'protected business name' means any of the following names:
(a) 'SMEC';
(b) 'Snowy Mountains Engineering Corporation';
(c) such other names as are prescribed for the purposes of this
definition;

Back to Top

'protected company name' means any of the following names:
(a) 'Snowy Mountains Engineering Corporation Limited';
(b) such other names as are prescribed for the purposes of this
definition;
'protected name' means a protected business name or a protected company name;
'protection time', in relation to a protected name, means the time immediately before:
(a) in the case of a name prescribed for the purposes of the definition of 'protected business name' or 'protected company name'-the name first becoming prescribed; or
(b) in any other case-the commencement of section 13 of the Snowy
Mountains Engineering Corporation (Conversion into Public Company) Act 1989;
'registered', in relation to a name, includes reserved;
'SMEC' means the body corporate that, at the commencement of this section, exists, because of this Act, under the name 'Snowy Mountains Engineering Corporation';
'share', in relation to SMEC, means a share in the share capital of SMEC;
'staff member' means a person who, immediately before the transition, is:
(a) the Managing Director of SMEC; or
(b) an officer or employee of SMEC;
'subsidiary' has the meaning given by section 3B;
'transition' means the commencement of Part IV, being the Part substituted by section 12 of the Snowy Mountains Engineering Corporation (Conversion into Public Company) Act 1989;
'wholly-owned subsidiary', in relation to SMEC, means a body corporate:
(a) that is a subsidiary of SMEC;
(b) none of whose members is a person other than:
(i) SMEC;
(ii) a body corporate that is, under any other application or
applications of this definition, a wholly-owned subsidiary of SMEC; or
(iii) a nominee of SMEC or of a body of a kind referred to in
subparagraph (ii); and
(c) no share in which is beneficially owned by a person other than:
(i) SMEC; or
(ii) a body of a kind referred to in subparagraph (b) (ii).

Operating under a name
"3A. A reference in this Act to a protected body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes:
(a) in any case-using the name in the State or Territory;
(b) if the name is the body's name-establishing a place of business, or carrying on a business, within the State or Territory; or
(c) if paragraph (b) does not apply-carrying on business under the name in the State or Territory.

Subsidiaries
"3B. For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate shall be determined in the same manner as the question whether a corporation is a subsidiary of another corporation is determined under the Companies Act 1981.

Operation of Act
"3C. This Act applies both within and outside Australia.

Extension to external Territories
"3D. This Act extends to all external Territories.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 6
Repeal of sections 4 and 5

6. (1) Section 4 of the Principal Act is repealed.

(2) Section 5 of the Principal Act is repealed.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 7
Repeal of Part II

7. (1) Section 6 of the Principal Act is amended by omitting subsections (2), (3) and (4).

(2) Part II of the Principal Act is repealed.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 8
Heading to Part III

8. The heading to Part III of the Principal Act is amended:
(a) by inserting "ADDITIONAL" before "FUNCTIONS";
(b) by omitting "THE CORPORATION" and substituting "SMEC".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 9
Additional functions

9. Section 17 of the Principal Act is amended:
(a) by omitting subsections (1) and (1A) and substituting the following subsection:
"(1) The functions of SMEC include investigating, advising on, designing,
supervising, and constructing, engineering works.";
(b) by omitting from subsection (2) "the Corporation" and substituting "SMEC";
(c) by omitting from subsection (2) "or (1A)";

Back to Top

(d) by omitting subsections (3) and (6) and substituting the following subsections:
"(3) The Minister may, in writing, approve the exercise by SMEC of a
function referred to in subsection (1).
"(4) This section has effect subject to the Companies Act 1981 and to
SMEC's memorandum and articles.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 10

10. Section 18 of the Principal Act is repealed and the following section is substituted:

Additional powers
"18. (1) SMEC has power to do all things necessary or convenient to be done for, or in connection with, the performance of a function referred to in subsection 17 (1).

"(2) Subsection (1) shall not be taken to limit by implication any power that SMEC has apart from that subsection.

"(3) This section has effect subject to the Companies Act 1981 and to SMEC's memorandum and articles.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 11

11. After Part III of the Principal Act the following Part is inserted:

"PART IIIA-CREATION OF CAPITAL STRUCTURE AND OTHER STEPS PRIOR TO CONVERSION OF
SMEC INTO A PUBLIC COMPANY
Share capital of SMEC
"18A. (1) As from the commencement of this Part, SMEC shall have a share capital divided into shares of $1 each.

"(2) As soon as practicable after the commencement of this Part, the Minister shall determine, in writing, whether SMEC is to issue shares under section 18B at par or at a premium per share of a specified amount.

"(3) The amount of SMEC's share capital shall be the number of whole dollars in the amount ascertained in accordance with the formula:
$5,207,807
Issue Price
where:
Issue Price is the number of dollars in the amount that is the sum of:
(a) $1, being the nominal value of each of SMEC's shares; and
(b) the amount of the premium per share (if any) determined under
subsection (2).

"(4) As from the transition, this section has effect subject to the Companies Act 1981.

Issue of shares
"18B. (1) As soon as practicable after the determination under subsection 18A (2) is made, SMEC shall apply an amount equal to the amount of its share capital in paying up, in full, shares in SMEC.

"(2) As soon as practicable after complying with subsection (1), SMEC shall issue the shares paid up under that subsection:
(a) to the Commonwealth; or
(b) to nominees of the Commonwealth;
as the Minister directs in writing.

"(3) The issue of shares under subsection (2) discharges in full SMEC's obligations to repay to the Commonwealth the capital that SMEC has by virtue of section 41.

"(4) The shares issued under subsection (2) shall be taken to have been issued for valuable consideration other than cash, being the discharge effected by subsection (3).

"(5) If, under the determination made under subsection 18A (2), SMEC is to issue shares under this section at a premium, SMEC shall be taken:
(a) to have issued at a premium the shares issued under subsection (2); and
(b) to have received for those shares premiums of a total value equal to the amount by which $5,207,807 exceeds the amount of SMEC's share capital.

"(6) An amount equal to the total value of the premiums that SMEC is, under paragraph (5) (b), taken to have received shall be transferred by SMEC to an account maintained by it, to be called the 'share premium account'.

"(7) A person is not a member of SMEC at any time before the transition merely because the person holds shares in SMEC.

SMEC to apply to be registered as company etc.
"18C. (1) SMEC shall, before the transition:
(a) apply to the National Companies and Securities Commission under subsection 85 (1) of the Companies Act 1981 to be registered as a company limited by shares within the meaning of that Act;
(b) apply to the National Companies and Securities Commission under subsection 55 (1) of the Companies Act 1981 for the reservation of the name 'Snowy Mountains Engineering Corporation Limited'; and
(c) lodge with the National Companies and Securities Commission a proposed memorandum, and proposed articles, for SMEC.

"(2) The application mentioned in paragraph (1) (a) shall, subject to the regulations, be accompanied by the documents required by subsection 85 (4) of the Companies Act 1981 to accompany such an application.

"(3) The applications mentioned in paragraphs (1) (a) and (b) shall be made to the National Companies and Securities Commission by delivering them to the

Back to Top

office of the Corporate Affairs Commission for the Australian Capital Territory, and the documents mentioned in paragraph (1) (c) and subsection (2) shall be lodged with the National Companies and Securities Commission by lodging them at that office.

"(4) SMEC shall be taken to be entitled to make the applications mentioned in paragraphs (1) (a) and (b), and to lodge the documents mentioned in paragraph (1) (c) and subsection (2).

"(5) The National Companies and Securities Commission shall be taken:
(a) to have been required to reserve the name 'Snowy Mountains Engineering Corporation Limited' under subsection 55 (2) of the Companies Act 1981; and
(b) to have so reserved that name immediately after the making of the application mentioned in paragraph (1) (b).

New name of SMEC
"18D. (1) On the day immediately before the transition, SMEC's name is, by force of this subsection, changed to 'Snowy Mountains Engineering Corporation Limited'.

"(2) Subsection 65 (5) of the Companies Act 1981 applies in relation to the change of name made by subsection (1) as if:
(a) SMEC were a company, within the meaning of that Act, when the change is made; and
(b) the change were made under that Act.

"(3) This section has effect in spite of anything in the Companies Act 1981, but nothing in this section prevents:
(a) SMEC from later changing its name under section 65 of that Act; or
(b) the cancellation, under Division 2 of Part III of that Act, of the registration of a name.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 12

12. Parts IV and V of the Principal Act are repealed and the following Part is substituted:

"PART IV-CONVERSION OF SMEC INTO A PUBLIC COMPANY
Effect of Part-summary
"19. After the commencement of this Part:
(a) SMEC is a company registered under the Companies Act 1981;
(b) SMEC's name is 'Snowy Mountains Engineering Corporation Limited';
(c) SMEC is a public company, and a company limited by shares, within the meaning of the Companies Act 1981; and
(d) the Companies Act 1981 applies, subject to this Act, in relation to SMEC.

SMEC taken to be registered under Companies Act
"20. (1) The National Companies and Securities Commission shall be taken:
(a) to have been required to grant the application mentioned in paragraph 18C (1) (a) of this Act and to register SMEC as a company under subsection 86 (2) of the Companies Act 1981;
(b) to have granted the application at the commencement of this Part;
(c) to have so registered SMEC, at the commencement of this Part:
(i) by the name 'Snowy Mountains Engineering Corporation Limited'; and
(ii) in accordance with subsections 86 (3) and (4) of the Companies Act
1981, as a public company, and as a company limited by shares, within the meaning of that Act; and
(d) to have registered the name 'Snowy Mountains Engineering Corporation Limited' in relation to SMEC at the commencement of this Part, under subsection 55 (4) of the Companies Act 1981.

"(2) The date of commencement of SMEC's registration as a company under Division 4 of Part III of the Companies Act 1981 shall be taken to be the day of commencement of this Part.

"(3) For the purposes of Division 4 of Part III of the Companies Act 1981, SMEC shall be taken to have been on the day before the commencement of this Part, and to be at that commencement, a corporation within the meaning of that Act.

Memorandum and articles of SMEC
"21. (1) As from the commencement of this Part, the proposed memorandum, and the proposed articles, lodged under paragraph 18C (1) (c):
(a) are respectively the memorandum and articles of SMEC; and
(b) bind SMEC and its members accordingly.

"(2) As from the commencement of this Part, the Companies Act 1981 applies in relation to SMEC's memorandum and articles as if they had been registered as such under that Act.

Membership of SMEC
"22. (1) Each person who holds shares in SMEC at the commencement of this Part becomes, by force of this subsection, a member of SMEC at that commencement.

"(2) A person referred to in subsection (1) is, in relation to membership of SMEC, entitled to the same rights, privileges and benefits, and is subject to the same duties, liabilities and obligations, as if the person had become a member of SMEC under SMEC's memorandum and articles.

Application of certain provisions of Companies Act
"23. (1) Where all the shares in SMEC are beneficially owned by the Commonwealth, subsection 82 (1) and paragraph 364 (1) (d) of the Companies Act 1981 do not apply in relation to SMEC and subsection 244 (6) of that Act applies in relation to SMEC as if:

Back to Top

(a) the Commonwealth were a holding company, within the meaning of that subsection, of SMEC;
(b) the Commonwealth held the whole of the issued shares in SMEC; and
(c) the Minister were a representative of the Commonwealth authorised under subsection 244 (3) of that Act.

"(2) Paragraph 86 (6) (b) and subsections 87 (4) and 90 (5) of the Companies Act 1981 do not apply in relation to SMEC.

"(3) The Companies Act 1981 applies in relation to the account referred to in subsection 18B (6) as if the account were a share premium account referred to in section 119 of that Act.

"(4) For the purposes of section 360 of the Companies Act 1981, a person is not a past member of SMEC merely because he or she was a Director of SMEC or acted as a Director of SMEC before the commencement of this Part.

Accounting records
"24. For the purposes of the Companies Act 1981, accounts and records kept under section 63F of the Audit Act 1901 (as that section applied in relation to SMEC because of this Act) shall be taken to be accounting records kept by SMEC under a provision of a previous law of the Australian Capital Territory, being a provision corresponding to section 267 of the Companies Act 1981.

Accounts
"25. (1) This section has effect for the purposes of:
(a) the Companies Act 1981; and
(b) the Companies (Transitional Provisions) Act 1981 as it applies in relation to, and in relation to persons and matters associated with, SMEC because of subsection 90 (6) of the Companies Act 1981.

"(2) A report and financial statements that were prepared under section 63H of the Audit Act 1901 (as that section applied in relation to SMEC because of this Act) in relation to a period and furnished to the Minister on a particular day shall be taken to be a profit and loss account of SMEC that was:
(a) made out in relation to that period; and
(b) laid before SMEC at an annual general meeting of SMEC held on that day.

Operation of section 25B of Acts Interpretation Act
"26. Nothing in this Act or in the Companies Act 1981 affects, or is affected by, section 25B of the Acts Interpretation Act 1901 as that section applies in relation to SMEC.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 13

13. After Part V of the Principal Act the following Parts are inserted:

"PART VA-USE OF CERTAIN NAMES
Protected body may operate under protected company name
"39A. A protected body whose name is a protected company name may operate under the name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.

Protected body may operate under protected business name
"39B. (1) A protected body may operate under a protected business name in a State or Territory even if the name is not registered in relation to the body under a particular law, or any law, in force in the State or Territory.

"(2) Nothing in this section permits more than one body to operate under the same name at the same time in the same State or Territory.

Other persons not to use protected names
"39C. (1) A person other than a protected body shall not:
(a) use in relation to a business, trade, profession or occupation;
(b) use as the name, or as part of the name, of any firm, body corporate, institution, premises, vehicle, ship or craft (including aircraft);
(c) apply, as a trade mark or otherwise, to goods imported, manufactured, produced, sold, offered for sale or let for hire; or
(d) use in relation to:
(i) goods or services; or
(ii) the promotion, by any means, of the supply or use of goods or
services;
a protected name, or a name so closely resembling a protected name as to be likely to be mistaken for it.
Penalty: $1,000.

"(2) Nothing in subsection (1) limits anything else in that subsection.

Exceptions for pre-existing rights
"39D. (1) Nothing in section 39C, so far as it applies in relation to a particular protected name, affects rights conferred by law on a person in relation to:
(a) a trade mark that is registered under the Trade Marks Act 1955; or
(b) a design that is registered under the Designs Act 1906;
and was so registered at the protection time in relation to the name.

"(2) Nothing in section 39C, so far as it applies in relation to a particular protected name, affects the use, or rights conferred by law relating to the use, of a name (in this subsection called the 'relevant name') by a person in a particular manner if, at the protection time in relation to the protected name, the person:
(a) was using the relevant name in good faith in that manner; or
(b) would have been entitled to prevent another person from passing off, by means of the use of the relevant name or a similar name, goods or services as

Back to Top

the goods or services of the first-mentioned person.

Use of other names by protected bodies
"39E. This Part does not prevent a protected body from operating in a State or Territory under a name other than a protected name.

Effect on State and Territory laws
"39F. This Part does not prevent a protected body from registering a name under a law of a State or Territory.

"PART VB-STAFF MATTERS
Employment of staff members continues after transition
"39G. Subject to this Part, each staff member continues, at and after the transition, to be employed by SMEC on the terms and conditions on which he or she was employed by SMEC immediately before the transition.

Act not to affect certain matters relating to staff members
"39H. (1) This section has effect for the purposes of the application, at any time at or after the transition, of a law, award, determination or agreement in relation to the employment of a staff member.

"(2) Neither his or her contract of employment, nor his or her period of employment, shall be taken to have been broken by the operation of this Act.

"(3) Without limiting section 39G or subsection (2) of this section, this Act does not affect any accrued rights that the staff member had immediately before the transition in relation to any kind of leave.

"(4) Where:
(a) if the staff member had, immediately before the transition, ceased to be employed by SMEC, it would have been necessary to take into account a period during which the staff member was employed by SMEC or any other person to determine:
(i) an amount payable to the staff member; or
(ii) a benefit to which the staff member would have been entitled;
because of his or her so ceasing; and
(b) but for this subsection, some or all of that period would not have to be taken into account as a period during which the staff member was employed by SMEC;
SMEC shall treat the whole of the first-mentioned period as a period during which the staff member was employed by it.

Effect of sections 39G and 39H
"39J. Sections 39G and 39H are enacted only for the avoidance of doubt and, in particular, do not limit subsection 65 (5) or 87 (2) of the Companies Act 1981.

Variation of terms and conditions of employment
"39K. (1) It is a term of each staff member's employment after the transition that the terms and conditions of that employment may be varied to the extent to which, and in the manner in which, the terms and conditions of his or her employment could, immediately before the transition, be varied under this Act.

"(2) Nothing in this Part prevents the terms and conditions of a staff member's employment after the transition from being varied:
(a) in accordance with those terms and conditions; or
(b) by or under a law, award, determination or agreement.

"(3) In this section:
'terms and conditions' includes a term or condition existing because of subsection (1);
'vary', in relation to terms and conditions, includes vary by way of:
(a) omitting any of those terms and conditions;
(b) adding to those terms and conditions; or
(c) substituting new terms or conditions for any of those terms and
conditions.

Application of Part IV of Public Service Act
"39L. For the purposes of the application of Part IV of the Public Service Act 1922 in relation to a staff member, SMEC shall be taken to be, at and after the transition, a Commonwealth authority for the purposes of that Part.

"PART VC-TAXATION MATTERS
Interpretation
"39M. In this Part:
'exempt matter' means:
(a) the issue of shares under subsection 18B (2);
(b) the reservation of name made by paragraph 18C (5) (b);
(c) the change of name made by subsection 18D (1);
(d) SMEC's registration as a company by force of this Act;
(e) the operation of this Act; or
(f) giving effect to a matter referred to in another paragraph of this
definition or otherwise giving effect to this Act;
'tax' includes:
(a) sales tax;
(b) tax imposed by the Debits Tax Act 1982;
(c) fees payable under the Companies (Fees) Act 1981;
(d) stamp duty; and
(e) any other tax, fee, duty, levy or charge;
but does not include income tax imposed as such by a law of the
Commonwealth.

Exemptions relating to exempt matters

Back to Top

"39N. Tax under a law of the Commonwealth or a State or Territory is not payable in relation to:
(a) an exempt matter; or
(b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, an exempt matter.

Authorised person may certify in relation to exemptions
"39P. (1) An authorised person may, by signed writing, certify that:
(a) a specified matter or thing is an exempt matter; or
(b) a specified thing was done (including, for example, a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a specified exempt matter.

"(2) For all purposes and in all proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, unless the contrary is established.

SMEC taken to have had share capital for purposes of Income Tax Assessment Act
"39Q. For the purposes of the Income Tax Assessment Act 1936, SMEC shall be taken to have had, at all times before it complied with subsection 18B (2) of this Act, a share capital, all the issued shares in which were, at all such times, beneficially owned by the Commonwealth.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 14
Repeal of Part VI

14. (1) Sections 41 and 42 of the Principal Act are repealed.

(2) The remaining provisions of Part VI of the Principal Act are repealed.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 15

15. Sections 51 to 54 (inclusive) are repealed and the following sections are substituted:

SMEC not public authority etc.
"51. SMEC, as it exists after the transition, shall be taken for the purposes of a law of the Commonwealth or a State or Territory:
(a) not to have been incorporated or established for a public purpose or for a purpose of the Commonwealth; and
(b) not to be a public authority or an instrumentality or agency of the Crown;
except so far as express provision is made by a law of the Commonwealth, State or Territory, as the case may be.

Judicial notice of SMEC's seal
"52. (1) All courts, judges and persons acting judicially shall take judicial notice of the imprint of SMEC's seal appearing on a document and shall presume that it was duly affixed.

"(2) Subection (1) applies only in relation to an imprint that was affixed, or appears to have been affixed, before the transition.

Compensation for acquisition of property
"53. (1) Where, but for this section, the operation of this Act would result in the acquisition of property from a person otherwise than on just terms, there is payable to the person by SMEC such reasonable amount of compensation as is agreed between the person and SMEC or, failing agreement, as is determined by a court of competent jurisdiction.

"(2) Any damages or compensation recovered or other remedy given in proceedings that are instituted otherwise than under this section shall be taken into account in assessing compensation payable in proceedings that are instituted under this section and that arise out of the same event or transaction.

"(3) In this section, 'acquisition of property' and 'just terms' have the same respective meanings as in paragraph 51 (31) of the Constitution.

Public Works Committee Act
"54. The Public Works Committee Act 1969 does not apply in relation to SMEC.

Lands Acquisition Act
"54A. (1) The Lands Acquisition Act 1989 does not apply in relation to the acquisition of land, or an interest in land, by SMEC.

"(2) In subsection (1):
'interest', in relation to land, means:
(a) a legal or equitable estate or interest in the land; or
(b) a right, power or privilege over, or in relation to, the land.

Additional powers and functions under State laws
"54B. (1) It is the intention of the Parliament that SMEC should have any additional powers and functions that are conferred on it by or under a law of a State.

"(2) Subsection (1) has effect subject to the regulations.".

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 1989 No. 66 of 1989 - PART III
PART III-CONSEQUENTIAL AMENDMENTS OF OTHER ACTS

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SECT 16
Consequential amendments

16. The Acts specified in the Schedule are amended as set out in the Schedule.

SNOWY MOUNTAINS ENGINEERING CORPORATION (CONVERSION INTO PUBLIC COMPANY) ACT 1989 No. 66, 1989 - SCHEDULE

SCHEDULE
Section 16
CONSEQUENTIAL AMENDMENTS OF OTHER ACTS
Commonwealth Borrowing Levy Act 1987
Schedule (item 20):
Omit "Snowy Mountains Engineering Corporation", substitute "Snowy Mountains
Engineering Corporation Limited".

Freedom of Information Act 1982
Part I of Schedule 2:
Omit "Snowy Mountains Engineering Corporation".

Sales Tax Assessment Act (No. 1) 1930
Schedule 2:
Omit "Snowy Mountains Engineering Corporation".