THE REGULATION OF RAILWAYS ACT, 1868. (31 & 32 VICT. c. 119.) An Act to amend the Law relating to Railways.-[31st BE it enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows: PRELIMINARY. I. This act may be cited as the Regulation of Railways Short title. Act, 1868. II. In this act The term "railway" means the whole or any portion The term "company" means a company incorporated, The term "person" includes a body corporate. I.-ACCOUNTS, AUDIT, &c. Interpretation of terms. counts, &c., to III. Every incorporated company, seven days at least Uniform acbefore each ordinary half-yearly meeting held after the be kept. thirty-first day of December one thousand eight hundred and sixty-eight, shall prepare and print, according to the C. 119. 31 & 32 VICT. forms contained in the first schedule to this act, a statement of accounts (a) and balance-sheet for the last preceding half-year, and the other statements and certificates required by the same schedule, and an estimate of the proposed expenditure out of capital (b) for the next ensuing half-year, and such statement of accounts and balancesheet shall be the statement of accounts and balance-sheet which are submitted to the auditors of the company (c). Every company which makes default in complying with this section shall be liable to a penalty not exceeding five pounds for every day during which such default continues. The Board of Trade, with the consent of a company, may alter the said forms as regards such company for the purpose of adapting them to the circumstances of such company, or of better carrying into effect the objects of this Accounts, &c., printed copies distributed. section. (a) See and compare s. 115 of the Companies Clauses Act, 1845, ante, p. 104. (b) See s. 121 of the Companies Clauses Act, 1845, (ante, p. 111,) which forbid the reduction of the capital by the payment thereout of any dividend. (c) As to the keeping of loan capital accounts, see the Railway Companies Securities Act, 1866, (29 & 30 Vict. c. 108,) in the Appendix, post. IV. Every statement of accounts, balance-sheet, and to be signed, and estimate of expenditure, prepared as required by this act, shall be signed by the chairman or deputy-chairman of the directors and by the accountant or other officer in charge of the accounts of the company, and shall be preserved at the company's principal office. A printed copy thereof shall be forwarded to the Board of Trade, and at all times after the date at which it is required to be printed be given, on application, to every person who holds any ordinary or preference share or stock in the company, or any mortgage, debenture, or debenture stock of the company; and every such person may at all reasonable times, without fee or charge, peruse the original in the possession of the company. Any company which acts in contravention of this section shall be liable for each offence to a penalty not exceeding fifty pounds. Penalty for falsi V. If any statement, balance-sheet, estimate, or report fying accounts, which is required by this act is false in any particular to Inspection of Affairs by Board of Trade. 519 the knowledge of any person who signs the same (a), such 31 & 32 VICT. person shall be liable, on conviction thereof on indictment, to fine and imprisonment, or on summary conviction thereof to a penalty not exceeding fifty pounds. (a) By s. 100 of the Companies Clauses Act, 1845, (ante, p. 100,) an indemnity is given to directors with respect to acts lawfully done by them. C. 119. affairs by inspec. VI. The Board of Trade may appoint one or more com- Examination of petent inspectors to examine into the affairs of an incor- tors (a). porated company and the condition of its undertaking, or any part thereof, and to report thereon, upon any one of the applications following; that is to say, 1. Upon application made in pursuance of a resolution passed at a meeting of directors: 2. Upon application by the holders of not less than twofifths part of the aggregate amount of the ordinary shares or stock of the company for the time being issued: 3. Upon application by the holders of not less than onehalf of the aggregate amount of the mortgages, debentures, and debenture stock (if any) of the company for the time being issued: 4. Upon application by the holders of not less than twofifths of the aggregate amount of the guaranteed or preference shares or stock of the company for the time being issued, provided that the preference capital issued amounts to not less than one-third of the whole share capital of the company. (a) It will be seen by reference to the Railway Companies Act, Railway Com1867, (ante, p. 489,) that the power to file a scheme under that act, panies Act, 1867. where a company's affairs become involved, is given to the directors only. VII. The application shall be made in writing, signed Application to be by the applicants, and shall be supported by such evidence supported by as the Board of Trade may require, for the purpose of showing that the applicants have good reason for requiring such examination to be made; the Board of Trade may also, before appointing any inspector or inspectors, require the applicants to give security for payment of the costs of the inquiry. 31 & 32 VICT. C. 119. VIII. It shall be the duty of the directors, officers, and agents of the company to produce, for the examination of company's books the inspectors, all books and documents relating to the Inspection of and property. Result of examination, how dealt with. Power of company to appoint inspectors. affairs of the company in their custody or power, and to afford to the inspectors all reasonable facilities for the inspection of the property and undertaking of the company. Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly. Any person who, when so examined on oath, makes any false statement, knowing the same to be false, shall be guilty of perjury. If any director, officer, or agent refuses to produce any book or document hereby directed to be produced, or to afford the facilities for inspection hereby required to be afforded, or if any officer or agent refuses to answer any question relating to the affairs of the company, he shall incur a penalty of five pounds for every day during which the refusal continues. IX. Upon the conclusion of the examination, the inspectors shall report their opinion to the Board of Trade and to the company, and the company shall print the same, and deliver a copy thereof to the Board of Trade, and, on application, to any person who holds any ordinary or preference share or stock, or any mortgage, debenture, or debenture stock of the company. All expenses of and incidental to any such examination as aforesaid shall be defrayed by the persons upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same or any portion thereof to be paid by the company, which they are hereby authorised to do. X. Any company may by resolution at an extraordinary meeting, appoint inspectors for the purpose of examining into the affairs of the company and the condition of the company's undertaking. The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, and shall make their report in such manner and to such persons as the company in general meeting directs; and the directors, officers, and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document by this act required to be produced to such Appointment of Auditor by Board of Trade. 521 C. 119. inspectors, or to afford the facilities for inspection by this 31 & 32 VICT. act required to be afforded, or to answer any question, as they would have incurred if such inspectors had been appointed by the Board of Trade. necessarily a XI. Whenever, after the passing of this act, section Auditor not one hundred and two of the Companies Clauses Consolida- shareholder. tion Act, 1845 (a), is incorporated in a certificate or special act relating to a railway company, it shall be construed as if the words, "where no qualification shall be prescribed by the special act, every auditor shall have at least one share in the undertaking," were omitted therefrom; and so much of every certificate and special act relating to a railway company, and in force at the passing of this act, as incorporates that portion of the said section, and so much of any special act relating to a railway company, and so in force, as contains a like provision, is hereby repealed. (a) Ante, p. 101. company, and appointment of Board of Trade. XII. With respect to the auditors of the company, the Auditors of following provisions shall have effect: (1.) The Board of Trade may, upon application made auditor by in pursuance of a resolution passed at a meeting of the directors or at a general meeting of the company, appoint an auditor in addition to the auditors of such company, and it shall not be necessary for any such auditor to be a shareholder in the company: (2.) The company shall pay to such auditor appointed by the Board of Trade such reasonable remuneration as the Board of Trade may prescribe: (3.) The auditor so appointed shall have the same duties and powers as the auditors of the company, and shall report to the company: (4.) Where, in consequence of such appointment of an auditor or otherwise, there are three or more auditors, the company may declare a dividend if the majority of such auditors certify in manner required by section thirty of the Railway Companies Act, 1867 (a), and the Railway Companies (Scotland) Act, 1867, respectively: (5.) Where there is a difference of opinion among such auditors, the auditor who so differs shall issue to the |