Victorian Consolidated Legislation

Monash University Act 1958 - SECT 35B

Formation and membership of companies, joint ventures etc.

35B. Formation and membership of companies, joint ventures etc.





(1) If, in the opinion of the Council, it is in the interests of the
management or conduct of the affairs or concerns of the University to do so,
the University may form or participate in the formation of a limited company
the objects or activities of which are objects or activities incidental or
conducive to the attainment of any of the objects of the University.

(2) Without limiting the generality of subsection (1), the University may, if
in the opinion of the Council, it is in the interests of the management or
conduct of the affairs or concerns of the University to do so, form or
participate in the formation of a limited company the objects or activities of
which include one or more of the following objects or activities-

   (a)  providing facilities for study and education;





   (b)  undertaking research, development, consultancy and other services for
        industrial or commercial organisations, public bodies or individuals;

   (c)  aiding and engaging in the development, promotion and use of the
        results of university research;

   (d)  preparing publishing or distributing literary or artistic work, audio
        or audio-visual material or computer software;

   (e)  seeking or encouraging gifts to the University or its students;



   (f)  promoting or assisting drama, music or visual arts.

(3) In addition to the powers of the University under sections 32 and 35A, the
University may, if in the opinion of the Council, it is in the interests of
the management or conduct of the affairs or concerns of the University to do
so, be a member of a limited company the objects or activities of which are
incidental or conducive to the attainment of any of the objects of the
University.

(4) The University shall not form, participate in the formation of or be a
member of, a limited company (other than pursuant to powers of the University
under sections 32 and 35A) unless-

   (a)  the objects or activities of the limited company are incidental or
        conducive to the attainment of any of the objects of the University;
        and





   (b)  the constitution of the limited company provides that-



   (i)  the company shall not alter the constitution of the limited company
        unless the Council has by resolution authorised the alteration; and

   (ii) the company shall, where its total annual income exceeds, or may
        reasonably be expected to exceed, $100 000, cause a report by a
        registered company auditor on the accounts of the company to be made
        every twelve months and to be submitted to the Council within three
        months after the end of each twelve month period to which the report
        relates.

(5) Where-

   (a)  the University forms, participates in the formation of or is a member
        of, a limited company (other than pursuant to powers of the University
        under sections 32 and 35A) the objects or activities of which are
        incidental or conducive to the attainment of any of the objects of the
        University; and









   (b)  the University has a controlling interest in that company-

the University shall-

   (ba) notify the Minister, within 30 days after the formation, participation
        or membership, of the name of the company and the reasons the Council
        decided that the formation, participation or membership was in the
        interests of the management or conduct of the affairs or concerns of
        the University; and

   (c)  include in its annual report a copy of the accounts of the limited
        company in respect of the financial year ending during the period to
        which the University's annual report relates; and

   (d)  within 14 days of lodging any report, statement or return in respect
        of the limited company with the Australian Securities and Investments
        Commission under the Corporations Act, submit a copy of the report,
        statement or return to the Treasurer.

(6) For the purposes of subsection (5), the University has a controlling
interest in a company if the University would have a substantial holding in
the company as defined in section 9 of the Corporations Act if the reference
to 5% in paragraph (a) of the definition of substantial holding in that
section were replaced by a reference to 50%.



* * * * *





(8) Where the University forms, participates in the formation of or is a
member of, a limited company to which subsection (5) applies, the accounts of
the limited company shall be audited annually by the Auditor-General.



(9) The requirements of subsection (8) are in addition to the requirements of
the Corporations Act.





(10) The University shall pay to the Consolidated Fund an amount to be
determined by the Auditor-General to defray the costs and expenses of an audit
under this section.

(11) The following provisions shall apply to the annual audit under subsection
(8)-

   (a)  the Auditor-General and any person assisting the Auditor-General shall
        have with respect to the accounts of the limited company all the
        powers conferred on the Auditor-General by any law relating to the
        auditing of public accounts;

   (b)  the limited company shall within three months after the thirty-first
        day of December in every year cause its accounts to be balanced to
        that date and a statement of accounts to be prepared and submitted to
        the Auditor-General;

   (c)  the statement of accounts shall be prepared in the manner and in the
        form approved by the Treasurer and shall present fairly the financial
        transactions of the limited company during the year and the financial
        position of the limited company at the end of the year;

   (d)  the Auditor-General shall forward to the Treasurer a copy of the
        audited annual accounts.

(12) Without limiting the generality of subsection (11)(a), the
Auditor-General and any person assisting the Auditor-General-

   (a)  has right of access at all times to the books, securities, accounts
        and vouchers of the limited company; and

   (b)  may require from an officer or employee of the limited company any
        information, assistance and explanations necessary for the performance
        of the duties of the Auditor-General or person in relation to the
        audit.

(13) Subsections (8), (10) and (12) shall not apply to a limited company of
which the University has ceased to be a member before the last preceding
annual audit.

(13A) If, in the opinion of the Council, it is in the interests of the
management or conduct of the affairs or concerns of the University to do so,
the University may-

   (a)  be a member of a corporation, other than a limited company, or an
        association or partnership;

   (b)  form, or participate in the formation of, a corporation, other than a
        limited company, or an association or partnership; or

   (c)  enter into a joint venture with another person or persons-

the objects, activities or purposes of which include one or more of the
following objects, activities or purposes-

   (d)  providing facilities or services for study, research or education;

   (e)  undertaking research, development, consultancy or other services for
        commercial organisations, public bodies or individuals;

   (f)  aiding or engaging in the development or promotion of university
        research or the application or use of the results of such research;

   (g)  preparing, publishing, distributing or licensing the use of literary
        or artistic work, audio or audio-visual material or computer software;

   (h)  seeking or encouraging gifts to the University or for University
        purposes;

        (i)    promoting or assisting drama, music or the visual arts.

(13B) If the University does any or the things referred to in subsection
(13A)(a), (b) or (c), the University must, within 30 days after doing so,
notify the Minister of the name or description of the corporation,
association, partnership or joint venture and the reasons why the Council
decided the membership, formation or participation or entry into the joint
venture was in the interests of the management or conduct of the affairs or
concerns of the University.

(14) In this section, limited company means a limited company within the
meaning of the Corporations Act that is taken to be registered in Victoria.