shall not affect any claim, right, or remedy against the company in respect of any rent-charge, annual feu-duty, or ground-annual granted or to be granted by them in pursuance of The Lands Clauses Consolidation (Scotland) Act, 1845, or The Lands Clauses Consolidation Acts Amendment Act, 1860, or in respect of any rent or sum reserved by or payable under any lease granted or made to the company by any person in pursuance of any Act relating to the company which is entitled to rank in priority to, or pari passu with, the interest or dividends on the mortgages, debentures, bonds, and debenture stock; nor shall anything hereinbefore contained affect any claim for land taken, used, or occupied by the company for the purposes of the railway, or injuriously affected by the construction thereof, or by the exercise of any powers conferred on the company.1 1 See in re Cambrian R.C. (1868), 3 L. R. Ch. 278; in re Hull, Barnsley, and West Riding Junction R.C. (1888), 40 Ch.D. 119. XXIV. Power to issue debenture stock subject to Part III. of 26 & 27 Vict. c. 118.-Any company may create and issue debenture stock, subject to the provisions of Part. III. of The Companies Clauses Act, 1863 (relating to debenture stock); and the said Part III. shall, with respect to any special Act of a company incorporating that part, whether passed or to be passed, be read and have effect as if the following words, that is to say, "not exceeding the rate prescribed in the special Act, and if no rate is prescribed, then not exceeding the rate of four pounds per centum per annum," had not been inserted in section twenty-two of that Act; and for the purposes of the present section this Act shall be deemed a special Act passed incorporating that part, and any special Act of a company passed before the passing of this Act prescribing any rate shall be read and have effect as if no rate had been prescribed therein.1 1 See in re Mersey R.C. L.R. (1895), 2 Ch. 287. XXV. Restriction on rate of interest on debenture stock already authorised. -Provided that any debenture stock the creation whereof has been authorised by a company, but which has not been issued, before the passing of this Act, shall not be issued on any terms other than those whereon it might have been issued if this Act had not been passed, unless and until the issue thereof on terms other than as aforesaid is after the passing of this Act authorised by the company in manner provided in section twenty-two of The Companies Clauses Act, 1863. XXVI. Advances to meet debentures falling due.-Money borrowed by a company for the purpose of paying off, and duly applied in paying off, bonds, debentures, or mortgages of the company given or made under the statutory powers of the company, shall, so far as the same is so applied, be deemed money borrowed within and not in excess of such statutory powers. SHARE CAPITAL. XXVII. Power to issue shares or stock at discount.-Section twenty-one of The Companies Clauses Act, 1863, shall, with respect to any special Act of a company incorporating Part II. of that Act, whether passed or to be passed, be read and have effect as if the following words, that is to say, "but so that not less than the full nominal amount of any share or portion of stock be payable or paid in respect thereof," had not been inserted in that section. XXVIII. Power to issue residue of original or other capital at discount.-Any shares forming part of the capital (whether original or additional) authorised to be raised by any special Act of a company passed before the present session which have not been disposed of may be disposed of in manner provided by 1867. [XXIV.] [XXV.] [26] [XXVII.] [XXVIII.] 30 & 31 VICT. Cap. 126. [XXIX.] [XXX.] [XXXI.] Part II. of The Companies Clauses Act, 1863, as amended by this Act, and that part, as so amended, shall be deemed incorporated with such special Act accordingly. XXIX. Restriction on issuing at discount of shares or stock already authorised.-Provided that any shares the creation whereof has been authorised by a company, but which have not been issued, before the passing of this Act, shall not be issued on any terms other than those whereon the same might have been issued if this Act had not been passed, unless and until the issue thereof on terms other than as aforesaid is after the passing of this Act authorised by the company in manner provided by Part II. of The Companies Clauses Act, 1863. XXX. As to audit of railway accounts. No dividend shall be declared by a company until the auditors have certified that the half-yearly accounts proposed to be issued contain a full and true statement of the financial condition of the company, and that the dividend proposed to be declared on any shares is bona fide due thereon after charging the revenue of the half-year with all expenses which ought to be paid thereout in the judgment of the auditors; but if the directors differ from the judgment of the auditors with respect to the payment of any such expenses out of the income of the half-year, such difference shall, if the directors desire it, be stated in the report to the shareholders, and the company in general meeting may decide thereon, subject to all the provisions of the law then existing, and such decision shall for the purposes of dividend be final and binding; but if no such difference is stated, or if no decision is given on any such difference, the judgment of the auditors shall be final and binding; and the auditors may examine the books of the company at all reasonable times, and may call for such further accounts, and such vouchers, papers, and information, as they think fit; and the directors and officers of the company shall produce and give the same as far as they can, and the auditors may refuse to certify as aforesaid until they have received the same; and the auditors may at any time add to their certificate, or issue to the shareholders independently, at the cost of the company, any statement respecting the financial condition and prospects of the company which they think material for the information of the shareholders.1 1 See Bloxam v. Metr. R.C. (1868), 3 L. R. Ch. App. 337. ABANDONMENT. XXXI. Provisions of 13 & 14 Vict. c. 83, as to abandonment of railways to apply to all companies authorised to make railways passed before this session.The Abandonment of Railways Act, 1850, shall extend and apply to all companies authorised to make railways by Act of Parliament passed before the present session, subject and according to the following provisions: 1 The section is partially repealed by 32 & 33 Vict. c. 114, sec. 10. 1 (1) Section thirty-one of that Act shall be read and have effect as if The may, if they think fit, refuse in any case to authorise such abandonment, 1 See Webster v. Petre (1879), 4 Ex.D. 127. XXXII. Abandonment where three-fifths of capital has not been subscribed. -Where it is shown to the satisfaction of the Board of Trade, with respect to a company authorised to make a railway by Act of Parliament passed before the present session, that no part or a part less than three-fifths of the share capital of the company has been subscribed, the Board of Trade may, if they think fit, proceed under the said Act of 1850, as extended by this Act, on the application of any person named in the special Act incorporating the company as a member or director thereof, or of any person named in the warrant or order directing payment of any deposit under any standing order of either House of Parliament, or of any person who has lent the amount of such deposit or any part thereof, or has entered into any bond conditioned for the completion of the railway, or for payment of any money in default thereof, and without the preliminary consent of a meeting of shareholders of the company. XXXIII. Compensation for damage to land by entry, etc.-The authority given under this Act for the abandonment by a company of any railway or part of a railway shall not affect the right of the owner or occupier of any lands that have been temporarily occupied by the company to receive compensation, in accordance with the provisions of The Railways Clauses Consolidation (Scotland) Act, 1845, for such temporary occupation, or for any loss, damage, or injury that has been sustained by him by reason thereof, or of the exercise as regards such lands of any of the company's powers. 1867. [XXXII.] [33] XXXIV. Cancellation of bonds for completion of railway and release of [XXXIV.] deposit. Where a warrant for abandonment is granted under The Abandonment of Railways Act, 1850, as extended by this Act, the Commissioners of her Majesty's Treasury may cancel and deliver up any bond entered into by or on behalf of a railway company for securing the completion of a railway, or, in case the abandonment be of part of the railway only, may cancel and deliver up such bond on receiving another bond in lieu thereof, conditioned for payment of a due proportionate part of the amount secured by such former bond; and any money remaining deposited as security for the completion of the railway, or the stocks, funds, or securities in which the same is invested, or any bank annuities, stocks, funds, securities, or Exchequer bills remaining deposited as such security, or in case the abandonment authorised is of part only of a railway, then such proportionate part as the Board of Trade thinks fit of such money, stocks, funds, securities, annuities, or Exchequer bills, shall be paid, transferred, or delivered out to the persons who would be entitled to receive the same if the railway had been completed and opened for public traffic; and the Court of Chancery or Court of Session, as the case may be, shall, on the application of those persons, order payment, transfer, or delivery out thereof accordingly, on a certificate of the Board of Trade certifying that such a warrant for abandonment has been granted. XXXV. Protection for Board of Trade in case of error.-The issuing in any case of any warrant or certificate relating to deposit, or to any money, stocks, funds, securities, bank annuities, or Exchequer bills deposited, or any error in any such warrant or certificate, or in relation thereto, shall not make the Board of Trade or the person signing the warrant or certificate on their [XXXV.] 30 & 31 VICT. Cap. 126. [36] [37] behalf, in any manner liable for or in respect of the money, stocks, funds, securities, bank annuities, or Exchequer bills deposited, or the interest of or dividends on the same or any part thereof respectively. PURCHASE OF LANDS. XXXVI. Amendment (as to railway companies) of sec. 84 of 8 & 9 Vict. c. 19 -Where1 a company exercise the powers conferred on the promoters of the undertaking by section eighty-four of The Lands Clauses Consolidation (Scotland) Act, 1845, the following provisions shall have effect: 1 Words "after the passing of this Act" omitted by 56 Vict. c. 14. (1) The valuator to be appointed as in that section provided shall be (3) The valuation to be made by the valuator so appointed shall include XXXVII. Costs of arbitration.—Where, under The Lands Clauses Consolidation (Scotland) Act, 1845, or any Act incorporating the same, a question of disputed compensation relating to lands required to be purchased or taken by a company is determined by arbitration, the costs of and incidental to the arbitration and award shall, if either party so requires, be taxed, as between the parties, by the auditor of the Court of Session.1 1 The analogous enactment for England is 58 Vict. c. 11 (1895), which repeals sec. 45 of 31 & 32 Vict. c. 119, and sec. 1 of 32 & 33 Vict. c. 18. 31 & 32 VICT. Cap. 33. THE COTTON STATISTICS ACT, 1868.-31 & 32 VICT. CAP. 33. AN ACT FOR THE COLLECTION AND PUBLICATION OF COTTON STATISTICS.-[25th Preamble.1 1 Repealed by 56 Vict. c. 14. I. Short title.-This Act may be cited for all purposes as The Cotton Statistics Act, 1868. II. Interpretation of terms.-In this Act The term "forwarder" shall mean and include every owner or lessee of any railway, canal, or inland navigation who carries or conveys cotton for toll or other consideration from or to any port in the United Kingdom. III. Forwarders of cotton to make monthly returns to the Board of Trade.-Every forwarder shall on the fourth day of every month,1 make a return in writing to the Board of Trade, in such convenient form as the Board of Trade may order, showing the quantity of cotton forwarded or received by him or them from or to any port in the United Kingdom within the then last preceding month. 1 Amended by 56 Vict. c. 14. IV. Publication of information.-The several returns made to the Board of Trade under this Act shall be published in the same manner as other statistical information is published by that Board. V. Penalty. If any such forwarder be summoned by the Board of Trade to comply with the requirements of this Act, and fail to do so, he or they shall for every offence be liable on summary conviction to a penalty not exceeding twenty pounds. VI. Orders in Council for execution of Act, etc.-It shall be lawful for her Majesty in Council from time to time to make by Order in Council such provisions as seem fit for the better execution of this Act, and for otherwise procuring and publishing statistical information respecting the stock of and the importation of cotton into, and the exportation thereof from, and the transport and warehousing thereof within, the United Kingdom, and for the publication from time to time of such information. All such Orders in Council shall be published in the London, Edinburgh, and Dublin Gazettes, and shall be laid before both Houses of Parliament. 1868. THE ENTAIL AMENDMENT (SCOTLAND) ACT, 1868.-31 & 32 AN ACT TO AMEND IN SEVERAL PARTICULARS THE LAW OF ENTAIL IN SCOT- VII. Intimation of petitions under Entail Acts.1 1 Repealed by Stat. Law Rev. Act, 1893, 56 Vict. c. 14. XIII. Where estate propelled applications under 11 & 12 Vict. c. 36, and 16 & 17 Vict. c. 94, may be made either in name of liferenter or of fiar.-Where any heir of entail in possession of an entailed estate under an entail dated prior to the first day of August one thousand eight hundred and forty-eight shall have lawfully propelled, or shall hereafter lawfully propel, such estate under reservation of his own liferent to the heir entitled to succeed him therein, any application which has been or shall be made under the Acts of the eleventh and twelfth Victoria, chapter thirty-six, and of the sixteenth and seventeenth Victoria, chapter ninety-four, and all procedure following thereon, shall be equally effectual in all respects whether made in the name of the heir of entail who has propelled the estate, or in the name of the heir to whom it has been propelled; and during the lifetime of such last-mentioned heir it shall be sufficient that the consents of the persons whose consents would have been required to such application if the estate had not been propelled be obtained thereto; and provided also, that where the application is presented in the name of the heir to whom the entailed estate has been propelled, the presentation of such application shall be sufficient evidence of his consent thereto.1 1 See 16 & 17 Vict. c. 94, sec. 22. |