and rate therein mentioned; an undertaking that they have power to convey the property declared to be conveyed to the heritable creditor free from incumbrances; and an obligation to make and execute, at the expense of the company, in favour of the heritable creditor, or any person claiming through, under, or in trust for him, any further deed necessary to give effect and validity to the security; and if a power of sale is thereby given, such power shall imply an authority to sell by public auction or private contract, altogether or in parcels, and to make, rescind, or vary contracts of sale or re-sale, without being liable for loss, and also an authority to give effectual receipts for purchase-moneys; and such bond and disposition in security may be in the form marked I in the schedule hereto, or as near thereto as circumstances admit, and shall be registered in the general or particular or Burgh Register of Sasines, as the case may be, and being so registered shall be equivalent to a bond and disposition in security in ordinary form, containing power of sale, with sasine thereon duly recorded in the Register of Sasines.

XLVI. In any conveyance or assurance made Conveyances according to English law by any company regis- English law. according to tered under this act, there shall be implied (unless words expressly negativing such implication are contained therein) the following covenants on the part of the company (that is to say):—

A covenant that, notwithstanding any act or default done by the company, they were at the time of the execution of such conveyance or assurance seised or possessed of the lands or premises thereby conveyed or assured for an indefeasible estate of inheritance in fee

Disposition in security according to

simple, free from incumbrances occasioned by them, or otherwise for such estate or interest as therein expressed to be assured, free from incumbrances occasioned by them: A covenant that the person to whom such lands or premises are conveyed or assured, his heirs, successors, executors, administrators, and assigns (as the case may be), shall quietly enjoy the same against the company and their successors, and all other persons claiming under them, and be indemnified and saved harmless by the company and their successors from all incumbrances occasioned by the company: A covenant for further assurance of such lands or premises at the expense of the person to whom the same are conveyed or assured, his heirs, successors, executors, administrators or assigns (as the case may be), by the company or their successors, and all other persons claiming under them.

XLVII. In any disposition of heritable property granted according to Scotch law by any company Scotch law. registered under this act, there shall be implied, unless words expressly excluding such implication are contained therein, an obligation of absolute warrandice, and an obligation to complete the company's title at its own expense, so far as necessary to validate or give full effect to such disposition, and an obligation to grant also at its own expense any further deeds which may be necessary to render such disposition effectual.

Examination of affairs of company by inspectors

Examination of Affairs of Company.

XLVIII. Upon the application of one fifth in number and value of the shareholders of any company registered under this act, the Board of Trade

may appoint one or more competent inspectors to appointed by examine into the affairs of the company, and to the Board of report thereon in such manner as the Board of Trade directs.

Trade.

XLIX. It shall be the duty of all officers and Power of agents of the company to produce for the exami- inspectors. nation of the inspectors all books and documents in their custody or power: Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly: If any officer or agent refuses to produce any such book or document, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding Five pounds in respect of each offence.

how dealt

L. Upon the conclusion of the examination, the Result of inspectors shall report their opinion to the Board examination, of Trade: Such report shall be written or printed, with. as the Board of Trade directs: A copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the shareholders upon whose application the inspection was made, be delivered to them or to any one or more of them: All expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders upon whose application the inspectors were appointed.

LI. Any company registered under this act Power of may, in general meeting, appoint inspectors for company to appoint the purpose of examining into the affairs of the inspectors. company: The inspectors so appointed shall have the same powers and perform the same duties as

Copy of report of inspectors to be evidence.

Services of

notices on company.

Rule as to notices by letter.

Authentication of

inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting directs, and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document to such inspectors, or to answer any question, as they would have incurred if such inspectors had been appointed by the Board of Trade.

LIL. A copy of the report of any inspectors appointed under this act, authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible as evidence in any legal proceeding.

Notices.

LIII. Any summons or notice requiring to be served upon the company may, except in cases where a particular mode of service is directed, be served by leaving the same, or sending it through the post addressed to the company, at their registered office, or by giving it to any director, secretary, or other principal officer of the company.

LIV. Notices by letter shall be posted in such time as to admit of the letter being delivered in the due course of delivery within the period (if any) prescribed for the giving of such notice; and in proving such service it shall be sufficient to prove that such notice was properly directed, and that it was put into the post-office at such time as aforesaid.

LV. Any summons, notice, writ or proceeding

requiring authentication by the company may be notices of signed by any director, secretary, or other autho- company. rised officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.

Legal Proceedings.

LVI. All offences under this act made punish- Recovery of able by any penalty, may be prosecuted summarily penalties. before two or more justices, as to England in manner directed by an act passed in the session holden in the eleventh and twelfth years of the reign of Her Majesty Queen Victoria, chapter forty-three, intituled "An Act to facilitate the Performance of the Duties of Justices of the Peace out of Sessions within England and Wales, with respect to Summary Convictions and Orders;" and as to Scotland, before two or more justices or the sheriff of the county, in the manner directed by the act passed in the session of Parliament holden in the seventeenth and eighteenth years of the reign of Her Majesty Queen Victoria, chapter one hundred and four, intituled "An Act to Amend and Consolidate the Acts relating to Merchant Shipping," as regards offences in Scotland against that act, not being offences by that act described as felonies or misdemeanors; and as to Ireland, in the manner directed by the act passed in the session holden in the fourteenth and fifteenth years of the reign of Her Majesty Queen Victoria, chapter ninetythree, intituled "An Act to Consolidate and Amend the Acts regulating the Proceedings of Petty Sessions, and the Duties of Justices of the Peace out of Quarter Sessions in Ireland," or