This Scheme shall come into effect on the date specified in the Order confirming this Scheme made by the Secretary of State under section 9(7) of the 1991 Act.

This Scheme may be cited at the Tees and Hartlepool Port Authority Scheme 1991.

In this Scheme, unless the context otherwise requires—

• “the 1991 Act” means the Ports Act 1991;

• “the Authority” means the Tees and Hartlepool Port Authority;

• “the dissolution date” means the date on which the Authority are dissolved by an Order made under section 7 of the 1991 Act;

• “local statutory provision” means—

  1. a

     a provision contained in, or, in a document made or issued under, any local Act (including an Act confirming a provisional order); or

  2. b

     a provision of any other instrument which is in the nature of a local enactment;

• “the Successor Company” means the company specified in paragraph 3 below;

• “the transfer date” means the date upon which this Scheme takes effect.

Where the financial year dealt with in the last statement of accounts prepared by the Authority before the transfer date does not end immediately before that date, the statutory accounts prepared by the directors of the Successor Company in respect of a period which includes or consists of the whole or any part of the residual accounting period as falls within that period as well as, and as one with, the affairs of the Successor Company.

If, in a case where sub-paragraph (1) above applies, the day with which the residual accounting period begins falls before the date of incorporation of the Successor Company, section 224(4) of the Companies Act 19853 (which defines a company’s first accounting reference period) shall have effect in relation to the Successor Company as if for the reference to the date of incorporation of the Company there were substituted a reference to the day with which the residual accounting period begins; and references in the Companies Act 1985 to the first accounting reference period shall be construed accordingly.

In this paragraph —

• “financial year”, in relation to the Authority, means any period of twelve months ending with 31st December;

• “statutory accounts” means—

  1. a

     in relation to the Authority, any statement of accounts prepared by the Authority under section 42 of the Harbours Act 19644; and

  2. b

     in relation to the Successor Company,—

     1. i

        any accounts prepared by that company for the purposes of any provision of the Companies Act 1985 including group accounts, and

     2. ii

        any statement of accounts prepared by that company under section 42 of the Harbours Act 1964;

     and references in this paragraph to a residual accounting period of the Authority are references to any period falling after the end of the financial year of the Authority dealt with in the last statement of accounts prepared by the Authority under section 42 of the Harbours Act 1964 before the transfer date.

The Authority shall send to the Secretary of State a copy of the statement of accounts prepared in pursuance of sub-paragraph (1)(b) above together with a copy of the auditor’s report on it.

For the purposes of any statutory accounts of the Successor Company, the value of any asset and the amount of any liability transferred to the Successor Company under section 2 or 7 of the 1991 Act shall be taken to be the pre-transfer value of that asset or (as the case may be) the pre-transfer amount of that liability.

An amount equal to the accumulated realised profits of the Authority at the transfer date shall be treated as accumulated realised profits of the Successor Company.

Subject to sub-paragraphs (1) and (2) above, for the purposes of any statutory accounts of the Successor Company the amount to be included in respect of any item shall be determined as if anything done by the Authority (whether by way of acquiring, revaluing or disposing of any asset or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the Successor Company.

The accounts referred to in sub-paragraph (1)(a) and (b) above are such accounts as, on the assumptions stated in sub-paragraph (3) below, would have been prepared under Part VII of the Companies Act 19856 in respect of the relevant year.

For the purposes of such accounts as are mentioned in sub-paragraph (2) above the amount to be included in respect of any item shall be determined as if anything done by the Authority (whether by way of acquiring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the Successor Company.

• Accordingly (but without prejudice to the generality of the preceding provision) the amount to be included in any reserves of the Successor Company as representing its accumulated realised profits shall be determined as if any profits realised and retained by the Authority has been realised and retained by the Successor Company.

Any such accounts shall not be regarded as statutory accounts for the purposes of paragraph 4 or 6 above.

In this paragraph—

• “the relevant year” means the last financial year of the Authority before the transfer date; and

• “financial year”, in relation to the Authority, has the meaning given by paragraph 4 above.

For the avoidance of doubt it is hereby declared that, notwithstanding section 2(2) of the 1991 Act and paragraphs 1 and 2 of Schedule 1 to that Act, the provisions of sections 5 and 8 of, and Schedule 3 to, the Tees and Hartlepools Port Authority Act 19667 and of the Tees and Hartlepool Port Authority (Constitution) Revision Order 19788 (which make provision as respects the constitution of the Authority) shall have no effect in relation to the Successor Company.

For the purposes of the provisions of that Order, a full-time employee of the Successor Company shall, at any time after the transfer date, be taken to be a full-time officer of the Authority; and, accordingly, any person who, immediately before the transfer date, is a full-time officer of the Authority and (in that capacity) a member of the Authority and who on that date becomes a full-time employee of the Successor Company shall not thereby cease to be a member of the Authority.

On or at any time after the transfer date the Secretary of State may, if he thinks fit, appoint one or more persons to be members of the Authority in addition to the members appointed in pursuance of the Tees and Hartlepool Port Authority (Constitution) Revision Order 1978:

• Provided that the number of persons appointed in pursuance of this sub-paragraph and in office for the time being shall not be more than four.

A person appointed in pursuance of sub-paragraph (3) above shall (if he would not otherwise be) be deemed for the purposes of section 8(2) and (3) of the Tees and Hartlepools Port Authority Act 19669 to be an appointed member.

A person appointed in pursuance of sub-paragraph (3) above shall come into office on such date and, subject to the provisions of section 8(2) and (3) of, and paragraph 6 of Schedule 3 to, the Tees and Hartlepools Port Authority Act 1966, shall continue in office for such period as the Secretary of State may specify when he makes the appointment.

For the purposes of paragraphs (7) and (11) of article 3 of the Tees and Hartlepool Port Authority (Constitution) Revision Order 1978, a member appointed in pursuance of this paragraph shall be deemed to have been appointed under paragraph (1)(a) of that article.

On the transfer date the enactments specified in Part I of the Schedule to this Scheme shall, subject to sub-paragraph (3) below, be repealed to the extent specified in the third column of that Schedule.

On the dissolution date the enactments specified in Part II of that Schedule shall be repealed to the extent specified in the third column of that Schedule.