Indian Railway History - British Law

Extracts from the "Statute Law Revision - Indian Railways Repeal Proposals", August 2007, published by the Law Commission of the United Kingdom.

The Law Commission published a consultation paper in August 2007, proposing repeal of 38 Acts in the UK statutes relating to the operation of railway companies in British India. The material here is extracted from the Consultation Paper. Web site of the Law Commission

Related pages:
History of railways in India - FAQ Extracts from historical archives

Calcutta and South-Eastern Railway Company

Acts covered: Calcutta and South-eastern The whole Act. Railway Act 1857 (20 & 21 Vict. c.xxiii)

Background

1. The Calcutta and South-eastern Railway Company was incorporated in Britain by Act of Parliament in July 1857. The contract of guarantee between the company and the Secretary of State for India was agreed in March 1859. As one of the original guaranteed companies, the Calcutta and South-eastern Railway Company was entitled to a 5% return on the capital investment in its undertaking.

2. The company began work on a line between Kolkata (formerly Calcutta) and the River Mutla in 1859. The first section of the line, from Kolkata to Chappahattee, opened for business in 1861. The second section of the line, between Chappahattee and Port Canning opened in 1862. The company ran the line until 1868 when it was sold to the Indian government. The government leased the management of the line to the Eastern Bengal Railway.[104]

3. The company had no further involvement in Indian railway development. A notice detailing the winding up and formal dissolution of the company was published in the London Gazette in March 1870.[105]

4. One Act relating to the Calcutta and South-eastern Railway Company was promoted during its lifetime:

Calcutta and South-eastern Railway Act 1857.

This Act is proposed for repeal in the following note.

[104] For discussion of the Eastern Bengal Railway Company see below. For further information see, Ghosh, S. Railways in India - A Legend (2002) Jogemaya Prokashani, Kolkata.

[105] The London Gazette, 8 March 1870, Issue 23596, page 1652-3. Records relating to the winding up of the company can be seen at the National Archives, reference number BT31/242/786.

Purpose

5. The Calcutta and South-eastern Railway was properly established in 1859, with a 5% guarantee from the Indian government.106 The railway company was registered as The Calcutta and South-eastern Railway Company Limited in 1857 (under the provisions of the Joint Stock Companies Act 1856).[107]

6. The purpose of forming the railway company was to construct and operate in India various railway mainlines (together with the provision of ancillary branch lines, telegraphs, roads, canals, carriages and vessels). In the first instance the lines were to run from Calcutta (now Kolkata) to the Mutlah River (with additional wet docks and works); and from Calcutta to Chittagony (now Chittagong, in Bangladesh), Arracan (now Rakhine State, in Myanmar) and "other places in the Burmese territory", supplemented by "such other railway or railways and works in connexion therewith as might be sanctioned by the East India Company".[108]

7. In order to fulfil its responsibilities, the company needed more powers than were available under its articles and memorandum. To that end, the company promoted what was to become the 1857 Act. That Act, in general terms, authorised or required the following:

(a) the granting of power to the railway company to contract with the East India Company for the purpose of facilitating the railway company's "undertaking and objects"; to enter into arrangements concerning its share capital and other company funds and receipts; to permit the East India Company to regulate the tenure of its ex officio directors; and to transfer the whole or part of the company's undertaking and property to the East India Company "at any time";[109]

[106] See http://www.irfca.org/faq/faq-hist.html for Chronology of railways in India, Part 2 (1832- 1865) [accessed 23 April 2007].

[107] Preamble to The Calcutta and South-eastern Railway Act 1857 ("the 1857 Act"), the long title of which was "An Act for conferring upon the Calcutta and South-eastern Railway Company certain Powers". The Act's short title was assigned by section 1.

[108] The 1857 Act, preamble.

[109] The 1857 Act, s 4. Power was vested in the railway company and the East India Company to agree variations to, and to effect renewal of, "contracts, agreements, and arrangements": ibid., s 5. The cost of obtaining the 1857 Act was to be borne by the railway company: ibid., s 14.

(b) the requiring of the company to establish an Indian office (or offices) for handling the issue, transfer and registration of shares and stock in India;[110]

(c) the requiring of the company to maintain in its Indian office (or offices) registers of share and stockholders, of transfers, and of mortgages, bonds and debentures; "from time to time" to copy the data to the London office (which was the company's "principal office");[111] and, at the option of any security-holder, to transfer their registered holding from one office to another;[112] and

(d) providing for jurisdictional matters.[113]

Status of the 1857 Act

8. The purpose of the 1857 Act was to pump-prime the Calcutta and South-eastern Railway by providing it with powers (and responsibilities) to supplement those in its original articles and memorandum of association. Those powers were linked to the company's business relationship with (and financial dependence upon) the East India Company.

9. The East India Company was dissolved in 1874, and The Calcutta and Southeastern Railway Company Ltd. was formally wound up in 1870.

10. The 1857 Act is now spent and may be repealed in whole.

Extent

11. The 1857 Act related only to the commercial affairs of The Calcutta and Southeastern Railway Company Ltd. which operated in Great Britain (with headquarters in London), in India, in part of Bangladesh (previously East Pakistan), and in parts of Burma.[114]

12. The Act applied to Great Britain and to India (in the state of West Bengal), Bangladesh and Myanmar.

Consultation

13. HM Treasury, the Foreign and Commonwealth Office, the Department for International Development, the Department for Business, Enterprise and Regulatory Reform, Companies House, the Bank of England, the High Commission of India, the High Commission of Bangladesh, the Embassy of the Union of Myanmar, and the relevant authorities in Scotland, Wales and Northern Ireland have been consulted about the repeal proposals set out in this note.

[110] The 1857 Act, s 6. Once established, all the provisions in the company's articles relating to the handling and registration of shares and stock in Great Britain would apply equally to the office or offices in India: ibid. The company was authorised to appoint personnel to the Indian office to handle share and stock transactions, to delegate to such individuals the necessary executive powers, to make regulations governing the conduct of their officials and the registration processes, and to prepare and use an official seal "in lieu of the common seal of the company": ibid., s 7.

[111] The 1857 Act, s 8. All transfers were to be made at the office of registration only: ibid., s 9. The transfer books could be closed for up to 8 weeks in each year (in two-week sessions), following notice in a London daily newspaper or in the Calcutta Gazette, as appropriate: ibid., s 11.

[112] The 1857 Act, s 10.

[113] Jurisdiction for determining disputes over shares or securities would be deemed to be located where the relevant instrument was either registered or received on transfer (in India or in Great Britain). Penalties for infringement of any company byelaw in India were recoverable by summary proceedings (as in England): the 1857 Act, ss 12, 13.

[114] Burma was a province of British India from 1886 to 1937, and a Crown Colony from 1937 to 1948. Burma gained its independence from Britain in 1948. Burma was officially renamed Myanmar in 1989.

32-195-50
LAW/005/017/06
9 July 2007

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