Commonwealth Numbered Acts

PIPELINE AUTHORITY AMENDMENT ACT 1992 No. 188, 1992 - SECT 21

21. After Part V of the Principal Act the following Part is inserted:
         "PART VA-RE-ORGANISATION OF THE BUSINESS OF THE AUTHORITY


"Division 1-Interpretation Interpretation

"33C. In this Part, unless the contrary intention appears:
'Assessment Act' means the Income Tax Assessment Act 1936;
'asset' means property of any kind, and includes:

   (a)  any legal or equitable estate or interest (whether present or future,
        vested or contingent, tangible or intangible) in real or personal
        property of any description; and

   (b)  any chose in action; and

   (c)  any right, interest or claim of any kind in or in relation to property
        (whether arising under an instrument or otherwise, and whether
        liquidated or unliquidated, certain or contingent, accrued or
        accruing);
'authorised person' means the Minister or a person authorised, in writing, by
the Minister for the purposes of this Part;
'delivery point' means any point on a pipeline where petroleum is delivered by
the Authority to a person;
'instrument' means an instrument of any kind, and includes:

   (a)  any contract, deed, undertaking or agreement; and

   (b)  any mandate, instruction, notice, authority or order; and

   (c)  any lease, licence, transfer, conveyance or other assurance; and

   (d)  any guarantee, bond, power of attorney, bill of lading, negotiable
        instrument or order for the payment of money; and

   (e)  any mortgage, charge, lien or security; whether express or implied and
        whether made or given orally or in writing;
'instrument to which this Part applies' means an instrument:

   (a)  to which the Authority is a party; or

   (b)  that was given to, by or in favour of the Authority; or

   (c)  in which a reference is made to the Authority; or

   (d)  under which any money is or may become payable, or any other property
        is to be, or may become liable to be, transferred, conveyed or
        assigned, to or by the Authority;
'interest' in relation to land, means:

   (a)  a legal or equitable estate or interest in land; or

   (b)  a right, power or privilege over, or in relation to, the land;
'liability' means a liability of any kind, and includes an obligation of any
kind (whether arising under an instrument or otherwise, and whether liquidated
or unliquidated, certain or contingent, accrued or accruing);
'Lithgow pipeline' means the Authority's pipeline originating at a point on
the Moomba Sydney pipeline near Young in New South Wales, and includes the
delivery points, and pipelines leading from the first-mentioned pipeline to
the delivery points, at or near the following places in that State:

   (a)  Orange;

   (b)  Bathurst;

   (c)  Blayney;

   (d)  Lithgow;
'Moomba' means Moomba in South Australia;
'Moomba-Sydney pipeline' means the Authority's pipeline from Moomba to the
delivery point at Wilton in New South Wales, and includes the delivery points,
and pipelines leading from the first-mentioned pipeline to the delivery
points, at or near the following places in that State:

   (a)  Bowral;

   (b)  Goulburn;

   (c)  Marulan;

   (d)  Moss Vale;
'Moomba-Sydney pipeline system' means the pipeline system consisting of the
following pipelines:

   (a)  the Moomba-Sydney pipeline;

   (b)  the Lithgow pipeline;

   (c)  the Wagga pipeline;
'nominated staff member' means a person to whom a determination under section
33R applies;
'non-transferring asset' means:

   (a)  the Moomba-Sydney pipeline system; and

   (b)  any interests in relation to the land on or under which the pipelines
        for the Moomba-Sydney pipeline system are constructed; and

   (c)  any other asset that does not become, under this Part, an asset of the
        receiving subsidiary;
'non-transferring instrument' means an instrument to which this Part applies
that does not become, under this Part, an instrument of the receiving
subsidiary;
'non-transferring liability' means a liability that does not become, under
this Part, a liability of the receiving subsidiary;
'proceeding to which this Part applies' means a proceeding to which the
Authority is a party, other than a proceeding that does not relate to the
transferred business;
're-organisation day' means the day fixed under section 33D;
'share' means a share in the share capital of a company, and includes stock;
'staff member' means a person who is an officer or employee of the Authority;
'tax exempt matter' means:

   (a)  the nomination of the receiving subsidiary under section 33E; and

   (b)  the making of a determination under section 33F; and

   (c)  business of the Authority ceasing, under this Part, to be business of
        the Authority and becoming business of the receiving subsidiary; and

   (d)  the issue of shares under section 33M; and

   (e)  the operation of this Part in any other respect; and

   (f)  giving effect to a matter referred to in another paragraph of this
        definition or otherwise giving effect to this Part;
'transfer day', in relation to a nominated staff member, means the day
applicable to the staff member in the determination under section 33R that is
applicable to the staff member;
'transferring asset' means an asset other than:

   (a)  the Moomba-Sydney pipeline system; and

   (b)  any interests in relation to the land on or under which the pipelines
        for the Moomba-Sydney pipeline system are constructed; to which a
        determination under paragraph 33F(1)(a) applies;
'transferring business' means the business that becomes, under this Part,
business of the receiving subsidiary; and
'transferring instrument' means an instrument (other than an instrument
relating to the Moomba-Sydney pipeline system) to which a determination under
paragraph 33F(1)(c) applies;
'transferring liability' means a liability (other than a liability relating to
the Moomba-Sydney pipeline system) to which a determination under paragraph
33F(1)(b) applies;
'transferring staff member' means a staff member who, under this Part, becomes
employed by the receiving subsidiary;
'Wagga pipeline' means the Authority's pipeline originating at a point on the
Moomba-Sydney pipeline near Young in New South Wales, and includes the
delivery points, and pipelines leading from the first-mentioned pipeline to
the delivery points, at or near the following places in that State:

   (a)  Cootamundra;

   (b)  Junee;

   (c)  Wagga Wagga;

   (d)  Young;
'wholly-owned subsidiary', in relation to the Authority, means a body
corporate:

   (a)  that has been formed by the Authority; and

   (b)  that is a subsidiary of the Authority; and

   (c)  none of whose members is a person other than:

        (i)    the Authority; or

        (ii)   a body corporate that is, under any other applications of this
               definition, a wholly-owned subsidiary of the Authority; or

        (iii)  a nominee of the Authority or of a body of the kind referred to
               in subparagraph (ii); and

   (d)  no share in which is beneficially owned by a person other than:

        (i)    the Authority; or

        (ii)   a body of the kind referred to in subparagraph (c)(ii).

"Division 2-Steps leading to re-organisation Fixing the day on which
re-organisation is to take place-the re-organisation day

"33D. The Minister may, by notice in the Gazette, fix a day as the day on
which the re-organisation under this Part is to take place. Nomination of
subsidiary to which business is to be transferred-the receiving subsidiary

"33E.(1) Subject to subsection (2), the Minister must, before
there-organisation day, by notice in the Gazette, nominate a subsidiary of the
Authority as the receiving subsidiary for the purposes of this Part.

"(2) The Minister must not nominate a subsidiary under subsection (1) unless
the subsidiary is:

   (a)  a company incorporated under the Corporations Law; and

   (b)  a wholly-owned subsidiary; and

   (c)  a trading corporation within the meaning of paragraph 51(xx) of the
        Constitution.

"(3) If a subsidiary nominated under subsection (1) ceases, on or before the
re-organisation day, to be a subsidiary of the Authority of the kind described
in subsection (2), the Minister must revoke the nomination.

"(4) For all purposes, and in all proceedings, relating to this Act, proof of
the fact that a body corporate was nominated under subsection (1) is to be
taken:

   (a)  to have been, on the day of the nomination, a subsidiary of the
        Authority of the kind described in subsection (2); and

   (b)  at all times thereafter until the re-organisation day, to have
        continued to be such a subsidiary. Determination of assets,
        instruments and liabilities to be transferred etc.-the transferring
        assets, instruments and liabilities

"33F.(1) The Minister may, by notice in the Gazette:

   (a)  declare a specified asset of the Authority to be a transferring asset;
        or

   (b)  declare a specified liability of the Authority to be a transferring
        liability; or

   (c)  declare a specified instrument to which this Part applies to be a
        transferring instrument.

"(2) A declaration under subsection (1) may only be made before the
re-organisation day.

"Division 3-The re-organisation Transferred business of Authority becomes
business of receiving subsidiary

"33G. On the re-organisation day, the transferred business of the Authority
ceases, by force of this section, to be business of the Authority and becomes
business of the receiving subsidiary. Transferring assets and transferring
liabilities of Authority become assets and liabilities of receiving subsidiary

"33H. Without limiting section 33G, on the re-organisation day, all
transferring assets and transferring liabilities of the Authority cease to be
assets and liabilities of the Authority and become assets and liabilities of
the receiving subsidiary. Instruments

"33J.(1) Without limiting section 33G, an instrument to which this Part
applies continues, subject to subsection (2), in full force and effect on and
after the re-organisation day.

"(2) A transferring instrument has effect, in relation to acts, transactions
and matters done, entered into or occurring on or after the re-organisation
day, as if a reference in the instrument to the Authority were a reference to
the receiving subsidiary. Pending proceedings

"33K. Without limiting section 33G, if a proceeding to which this Part applies
is, immediately before the re-organisation day, pending in a court, the
receiving subsidiary is, on that day, substituted for the Authority as a
party. Valuation of transferring business

"33L.(1) The Minister must, by written notice given to the Authority and the
receiving subsidiary not later than 7 days after there-organisation day,
determine:

   (a)  the market value of each transferring asset on the re-organisation
        day; and

   (b)  the amount of each transferring liability on that day.

"(2) The net value of the transferring assets on the re-organisation day is
the amount worked out by subtracting the total amount of the transferring
liabilities from the total market value of the transferring assets on that
day.

"(3) For all purposes and in all proceedings, the net value of the
transferring business is taken to be the amount determined under subsection
(2) as the net value of the transferring assets on that day. Issue of shares
in receiving subsidiary to Authority in relation to transferring business

"33M.(1) On the day on which the receiving subsidiary is given the notice
under subsection 33L(1), the receiving subsidiary must, subject to subsection
(2), issue shares in the receiving subsidiary to the Authority.

"(2) The shares issued to the Authority are taken to have been fully paid up
and to have been issued for valuable consideration. Authorised person may
certify matters in relation to re-organisation

"33N.(1) An authorised person may, by signed writing, certify any matter in
relation to the operation of this Division and, in particular, may certify:

   (a)  whether specified assets are or are not transferring assets
        ornon-transferring assets; and

   (b)  whether specified liabilities are or are not transferring liabilities
        or non-transferring liabilities; and

   (c)  whether specified instruments are or are not non-transferring
        instruments or other instruments to which this Part applies.

"(2) A document purporting to be a certificate under subsection (1) is, unless
the contrary intention is established, taken to be such a certificate and to
have been properly given. Extraterritorial operation of Division

"33P. It is the intention of the Parliament that this Division should apply,
to the greatest extent possible, in relation to:

   (a)  things situated outside Australia; and

   (b)  acts, transactions and matters done, entered into or occurring outside
        Australia; and

   (c)  things, acts, transactions and matters (wherever situated, done,
        entered into or occurring) that would, apart from this Act, be
        governed or otherwise affected by the law of a foreign country.
        Authority to take steps necessary to carry out re-organisation

"33Q. The Authority must take such steps as are necessary to ensure that this
Division is fully effective, particularly in relation to its operation outside
Australia.

"Division 4-Transfer of staff Determination of staff to be transferred to
receiving subsidiary

"33R. The Chief Executive Officer may, in writing, determine that the
employment of specified staff members is to be transferred to the receiving
subsidiary on and from the day, or the respective days, specified in the
determination. Employment of nominated staff member to continue with receiving
subsidiary

"33S. Subject to sections 33T and 33U, each nominated staff member who is a
staff member immediately before his or her transfer day is, on and from the
transfer day, taken to be employed by the receiving subsidiary on the terms
and conditions on which he or she was employed by the Authority immediately
before the transfer day. Act not to affect certain matters relating to
transferring staff members

"33T.(1) This section has effect for the purposes of the application, at any
time on or after the transfer day of a transferring staff member, of a law,
award, determination or agreement in relation to the employment of the
transferring staff member.

"(2) Neither the transferring staff member's contract of employment, nor his
or her period of employment, is taken to have been broken by the operation of
this Part.

"(3) Without limiting section 33S or subsection (2) of this section, this Part
does not affect any accrued rights that the transferring staff member had
immediately before the transfer day in relation to any kind of leave.

"(4) Where, if a transferred staff member had, immediately before the transfer
day, ceased to be employed by the Authority:

   (a)  it would have been necessary to take into account a period during
        which the transferring staff member was employed by the Authority or
        any other person to determine:

        (i)    an amount payable to the transferring staff member; or

        (ii)   a benefit to which the transferring staff member would have
               been entitled; because of his or her so ceasing; and

   (b)  apart from 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 the receiving subsidiary; the receiving subsidiary must
        treat the whole of the first-mentioned period as a period during which
        the transferring staff member was employed by it. Variation of terms
        and conditions of employment

"33U.(1) It is a term of each transferring staff member's employment after his
or her transfer day that the terms and conditions of that employment may be
varied to the extent to which, and the manner in which, the terms and
conditions of his or her employment could be varied under this Act immediately
before the transfer day.

"(2) This Part does not prevent the terms and conditions of a transferring
staff member's employment after his or her transfer day 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; or

   (b)  adding to those terms and conditions; or

   (c)  substituting new terms or conditions for any of those terms and
        conditions.

"Division 5-Taxation matters Exemptions relating to tax exempt matters

"33V.(1) Tax under a law of the Commonwealth or a State or Territory is not
payable in relation to:

   (a)  a tax exempt matter; or

   (b)  anything done (including, for example, a transaction entered into or
        an instrument made, executed, lodged or given) because of, or for a
        purpose connected with or arising out of, a tax exempt matter.

"(2) In subsection (1):
'tax' includes:

   (a)  sales tax; and

   (b)  stamp duty; and

   (c)  any other tax, fee, duty, levy or charge; but does not include income
        tax imposed as such by a law of the Commonwealth or fees payable under
        the Corporations Law of a State or Territory. Value of trading stock
        for income tax purposes

"33W.(1) For the purpose of ascertaining under Subdivision B of Division 2 of
Part III of the Assessment Act the value of the receiving subsidiary's trading
stock on hand at the beginning of the year of income in which the
re-organisation day occurs:

   (a)  the receiving subsidiary is taken to have opted for market selling
        price; and

   (b)  the market selling price of petroleum transferred to the receiving
        subsidiary is taken to be the Authority's market selling price of the
        petroleum assuming the petroleum were not transferred.

"(2) Unless the contrary intention appears, expressions used in this section,
and in Subdivision B of Division 2 of Part III of the Assessment Act, have the
same respective meanings as in that Subdivision. Capital gains tax-assets
acquired on or after 20 September 1985

"33X.(1) This section applies in relation to an asset that:

   (a)  was acquired by the Authority on or after 20 September 1985; and

   (b)  is acquired by the receiving subsidiary on the re-organisation day.

"(2) For the purposes of calculating whether, under Part IIIA of the
Assessment Act, a capital gain accrues to, or a capital loss is incurred by,
the receiving subsidiary on the disposal of the asset by the subsidiary, the
subsidiary is taken to have paid as consideration for the acquisition of the
asset an amount calculated in accordance with this section.

"(3) If it is necessary to determine whether a capital gain has accrued, the
consideration paid by the subsidiary for the acquisition of the asset is to be
taken to have been:

   (a)  if the market value of the asset on the re-organisation day is greater
        than the amount that would have been the indexed cost base ('indexed
        cost base') to the Authority for the purposes of Part IIIA of the
        Assessment Act if that Part had applied in respect of that disposal by
        the Authority to the receiving subsidiary-an amount equal to the
        market value of the asset; or

   (b)  in any other case-an amount equal to the amount that would have been
        the indexed cost base.

"(4) Where it is necessary to determine whether a capital loss has been
incurred, the consideration paid by the subsidiary for the acquisition of the
asset is to be taken to have been:

   (a)  if the market value of the asset on the re-organisation day is less
        than the amount that would have been the reduced cost base ('reduced
        cost base') to the Authority for the purposes of Part IIIA of the
        Assessment Act if that Part had applied in respect of that disposal by
        the Authority to the receiving subsidiary-an amount equal to the
        market value of the asset; or

   (b)  in any other case-an amount equal to the amount that would have been
        the reduced cost base.

"(5) If the transferred asset is disposed of by the receiving subsidiary
within 12 months of its acquisition by the Authority, subsection (3) has
effect as if the references in that subsection to the indexed cost base to the
Authority in relation to the asset were references to the cost base to the
Authority in relation to the asset.

"(6) Unless the contrary intention appears, expressions used in this section
and in Part IIIA of the Assessment Act have the same respective meanings as in
that Part. Capital gains tax-assets acquired before 20 September 1985

"33Y.(1) A transferred asset of the receiving subsidiary that was acquired by
the Authority before 20 September 1985 is taken, for the purposes of Part IIIA
of the Assessment Act, to have been acquired by the receiving subsidiary
before that date.

"(2) Unless the contrary intention appears, expressions used in this section
and in Part IIIA of the Assessment Act have the same respective meanings as in
that Part. Superannuation payments

"33Z. For the purposes of section 82AAC of the Assessment Act, a payment made
by the receiving subsidiary of the Authority to the Commonwealth under:

   (a)  the Superannuation Act 1976; or

   (b)  the Superannuation Act 1990; is taken to be a contribution to a fund
        for the purpose mentioned in paragraph 82AAC(1)(a) of the Assessment
        Act, being a fund that is an eligible superannuation fund, within the
        meaning of Part IX of the Assessment Act, in relation to the year of
        income of the fund in which the payment is made.".

"Division 6-Miscellaneous Certificates in relation to land and interests in
land

"33ZA. If:

   (a)  land or an interest in land becomes, under this Part, land or an
        interest in land of the receiving subsidiary; and

   (b)  a certificate that:

        (i)    is signed by an authorised person; and

        (ii)   identifies the land or interest, whether by reference to a map
               or otherwise; and

        (iii)  states that the land or interest has, under this Part, become
               land or an interest in land of the receiving subsidiary; is
               lodged with the Registrar-General, Registrar of Titles or other
               proper officer of the State or Territory in which the land is
               situated; the officer with whom the certificate is lodged may:

   (c)  deal with, and give effect to, the certificate as if it were a grant,
        conveyance, memorandum or instrument of transfer of the land
        (including all rights, title and interest in the land) or the interest
        in the land, as the case may be, to the receiving subsidiary that had
        been properly executed under the laws in force in the State or
        Territory; and

   (d)  make such entries in the register as are necessary having regard to
        the effect of section 33H. Certificates in relation to other assets

"33ZB. If:

   (a)  an asset (other than an asset in relation to which section 33V, 33W,
        33X or 33Y applies) becomes, under this Part, an asset of the
        receiving subsidiary; and

   (b)  a certificate that:

        (i)    is signed by an authorised person; and

        (ii)   identifies the asset; and

        (iii)  states that the asset has, under this Part, become an asset of
               the receiving subsidiary; is given to the person or authority
               who has, under the law of the Commonwealth or of a State or
               Territory, responsibility for keeping a register in relation to
               assets of that kind; the person or authority may:

   (c)  deal with, and give effect to, the certificate as if the certificate
        were a proper and appropriate instrument for transactions in relation
        to assets of that kind; and

   (d)  make such entries in the register as are necessary having regard to
        the effect of section 33H. Part to have effect in spite of laws and
        agreements prohibiting transfer etc.

"33ZC.(1) This Part has effect, and must be given effect to, in spite of
anything in:

   (a)  any other law of the Commonwealth or any law of a State or Territory;
        or

   (b)  any contract, deed, undertaking, agreement or other instrument.

"(2) No provision of this Part, and nothing done by a person because of, or
for a purpose connected with or arising out of, this Part:

   (a)  is to be regarded as:

        (i)    placing the Authority, a subsidiary of the Authority or another
               person in breach of contract or confidence; or

        (ii)   otherwise making the Authority, a subsidiary of the Authority
               or another person guilty of a civil wrong; or

   (b)  is to be regarded as placing the Authority, a subsidiary of the
        Authority or another person in breach of:

        (i)    any law of the Commonwealth or of a State or Territory; or

        (ii)   any contractual provision prohibiting, restricting or
               regulating the assignment or transfer of any asset or liability
               or the disclosure of any information; or

   (c)  is to be taken to release any surety from any of the surety's
        obligations.

"(3) Without limiting subsection (1), if, apart from this section, the consent
of a person would be necessary in order to give effect to this Part in a
particular respect, the consent is taken to have been given. Compensation for
acquisition of property

"33ZD.(1) If, apart from this section, the operation of this Part would result
in the acquisition of property from a person otherwise than on just terms,
there is payable to the person by the Authority such reasonable amount of
compensation as is agreed on between the person and the Authority or, failing
agreement, as is determined by a court of competent jurisdiction.

"(2) Any damages or compensation recovered, or other remedy given, in a
proceeding instituted otherwise than under this section must be taken into
account in assessing compensation payable in a proceeding instituted under
this section and arising 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(xxxi) of the Constitution.".