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

East Indian Railway Company

Acts covered: 12 & 13 Vict. c.xciii (1849) (East Indian Railway)
16 & 17 Vict. c.ccxxvi (1853) (East Indian Railway Company)
18 & 19 Vict. c.xxxviii (1855) (East Indian Railway)
19 & 20 Vict. c.cxxi (1856) (East Indian Railway Company)
East Indian Railway Company's Act 1864 (27 & 28 Vict. c.clvii)
East Indian Railway Company Purchase Act 1879 (42 & 43 Vict. c.ccvi)
East Indian Railway Company Sinking Fund Act 1892 (55 & 56 Vict. c.x)
East Indian Railway Company's Act 1895 (58 & 59 Vict. c.xx)

Background

1. The East Indian Railway Company was established as a joint stock company in 1845, and incorporated by Act of Parliament in August 1849. The company entered into a contract with the government to construct an experimental line between Kolkata (formerly Calcutta) and Raniguni, and was given a guaranteed return of 5% on capital invested.

2. By 1850, construction work on the new line had begun in earnest. The East Indian Railway Company was one of the two original competitors in the race to introduce train travel to the Indian subcontinent. The company opened its first line, between Haora (formerly Howrah) and Hugli (formerly Hooghly), on 15 August 1854.

3. Under the terms of the original contract of guarantee, the government had the option to buy the East Indian Railway. The option was exercised in 1879, and the Indian government took ownership of the railway. All contracts between the company and the Secretary of State, except those relating to debenture stock, were brought to an end. The company ceased to exist as a private entity.[135]

4. It is uncertain whether (or exactly when) the railway company was formally dissolved, although it is clear that it plays no part in the current development or management of Indian Railways. There has been no notice to this effect published in the London Gazette. The archive records of the Board of Trade do include some references to the company, but contain nothing confirming the formal dissolution.[136] The railway company is no longer registered at Companies House as an active company, nor are there any indications that it remains in existence.

5. Eleven Acts relating to the East Indian Railway Company were promoted over its lifetime:

  • East Indian Railway Act 1849
  • East Indian Railway Company Act 1853
  • East Indian Railway Act 1855
  • East Indian Railway Company Act 1856
  • East India Railway Company's Act 1864
  • East Indian Railway Company Purchase Act 1879
  • East Indian Railway (Redemptions of Annuities) Act 1881
  • East India Unclaimed Stock Act 1885
  • East Indian Railway Company Sinking Fund Act 1892
  • East Indian Railway Company's Act 1895
  • East India Loans Act 1937.

Three of these Acts have been repealed in full, and the remaining eight are proposed for repeal in the following note.

[135] For further information see, Kerr, I. Building the Railways of the Raj (1995) Oxford University Press, Delhi; Awasthi, A. History and Development of Railways in India (1994) Deep and Deep Publications, New Delhi; Ghosh, S. Railways in India - A Legend (2002) Jogemaya Prokashani, Kolkata; Government of India Railway Board, History of Indian Railways Constructed and In Progress corrected up to 31st March 1918 (1919) Government Central Press, India; Khosla, G. S. A History of Indian Railways (1988) Ministry of Railways, India.

[136] Reference numbers BT41/211/1194 and BT285/304.

12 & 13 Vict. c.xciii (1849) (East Indian Railway) - Purpose

6. The East Indian Railway Company was formed in the City of London (by share subscription, and on a provisional basis) in June 1845, for three main purposes: acquiring lands in the East Indies and in Great Britain, constructing and operating "one or more railway or railways in India", and undertaking a range of ancillary functions.[137] Those functions included mineral and iron working, coal mining, operating furnaces, forges, smelting-houses and gasworks, and having the power to sell any manufactured products which were surplus to operational requirements.[138]

7. The railway company's indenture of formation provided for the following:

(a) the allocation of the initial share issue;

(b) the creation of additional shares by further issue (to increase the company's capital);[139] and

(c) the designation of London as the principal place of business of the company.

8. By late 1847, the directors had registered the railway company under the joint stock companies legislation[140] and, by a series of deeds of settlement and resolutions, had extended the company's capital to 12 million to be raised by further share issue. The railway company had opened contractual negotiations with the (separate) East India Company "with a view to the construction by the former of a line of railway in India".[141] However, in order to put into effect the company's aims, it needed first to become incorporated and to obtain statutory authorisation. To that end a Bill was promoted.

9. The principal purposes of the Act, obtained in 1849, were (in broad terms) these:

(a) to secure corporate status for the various proprietors and shareholders (and their successors) of The East Indian Railway Company, and the authorisation of its purposes;[142]

(b) to authorise the railway company to enter into agreements with the East India Company (the latter acting on behalf of the government of India) to build and run a railway or railways in India; to provide telegraphs and ancillary facilities; and to grant to the East India Company rights in the railways and their premises, authority over the use of tolls and receipts, and power for its employees to supervise or control the railway company and its operations both in England and in India;[143]

[137] Preamble to 12 & 13 Vict. c.xciii (1849) ("the 1849 Act"), being "An Act for incorporating the East Indian Railway Company, and for other Purposes connected therewith".

[138] The 1849 Act, preamble. The railway company was placed on a formal footing by "indenture of settlement" (a deed executed in April 1847). It was agreed by the proprietors that, initially, the necessary capital would be raised by issuing 80,000 shares at 50 each to raise "the sum of four million pounds sterling money of the United Kingdom of Great Britain and Ireland": ibid.

[139] Once certain percentages of the initial share issue had been subscribed to, the issue could be augmented by stages (through resolution at an EGM), so as to increase the company's working capital from 4 million to a maximum of 14 million: the 1849 Act, preamble.

[140] 7 & 8 Vict. c.110 (1844).

[141] The1849 Act, preamble.

[142] The 1849 Act, s 1. The principal purpose (for which it was empowered) was to construct and work railways in East India, supplemented by powers to build such necessary "extensions, branches, stocks, and works", and to undertake such incidental tasks, as were agreed with the East India Company. Once incorporated, the company had a common seal, could be involved in court proceedings "as well in the territories now under the government of the East India Company as elsewhere", and could hold land, in connection with its operations, both in the East Indies and in Great Britain: ibid. On incorporation, all property held in trust for the company automatically vested in it; it became legally responsible for all liabilities previously incurred on its behalf; but, two deeds of settlement executed in 1847 would continue to regulate the company's affairs, so long as they were not incompatible with the 1849 Act and the Companies Clauses Consolidation Act 1845: ibid., ss 2, 3. By section 3, in any legal dispute, the certificates of share ownership were to be admissible "in all courts in India as prima facie evidence of title".

[143] The 1849 Act, s 4. The railway company was also authorised to allow the East India Company (through contract) to reserve to itself the rights to appoint its own director ex officio in place of another director, to have power of veto at board level, to give binding directions to the railway company, to regulate the appointment and authority of agents of the railway company in India or elsewhere, to prescribe the amount of subscribed capital which would be paid to the East India Company, to stipulate how any land was to be "granted or leased" by the East India Company to the railway company, and how "at any future period" the railways or any part of them were to be surrendered or sold to the East India Company, or to any other person. Provision also was made for resolving contractual disputes by arbitration: ibid.

[144] The 1849 Act, ss 6, 7. For the purpose of voting at company general meetings, a shareholder's voting capacity (for 50 shareholders) was to increase by 2 times, but to be qualified for holding office in the company, a shareholder had still to satisfy the original holding requirement (or its equivalent in 20 shares). Voters with the new lower denomination shares would acquire voting rights when their total holdings reached the 20 value. In all other respects a shareholder's rights and liabilities would remain unchanged.

[145] The 1849 Act, s 8.

[146] The 1849 Act, s 10. The original number of directors (under the deed of settlement) was to be from 12 to 24; that was varied to 6 to 18. Power was also granted to fix a quorum figure.

[147] The 1849 Act, s 5 provided that where notice had to be given to the company's owners about a matter, advertisement in daily newspapers published in London or Westminster would suffice; and section 9 provided that court-related declarations would have equal force when made in India (before a magistrate or a supreme court officer) as if made in England.

[ 148] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act: see below) ran its course but probably was not extended.

[149] Preamble to 16 & 17 Vict. c.ccxxvi (1853) ("the 1853 Act"), being "An Act to amend an Act, intituled An Act for incorporating the East Indian Railway Company, and for other Purposes connected therewith".

[ 150] The 1853 Act, preamble. The right vested in the East India Company to require the sale of the line in the original 1849 agreement did not appear to be time-limited. However, because the 99 year lease was not granted at that stage, in 1854 a contract in similar form was executed (for which see below, under the 1856 Act) under which sale was time-limited to 6 months at each break point. The first 25 year break point fell in February 1879, and the second in February 1904.

(c) to provide power to the board to vary the value of shares in the company (from 50 to 20 each), for both existing and new holdings, to issue half-shares and quarter-shares at the new rate, and to redivide the company's capital;[144]

(d) to provide power to the board to issue debentures of 5 and above (supplemental to their existing power to issue debentures for 50);[145]

(e) to provide power to the company's owners in general meeting to vary the number of directors to be appointed;[146] and

(f) to provide for various ancillary matters.[147]

Status of the 1849 Act

10. The principal purpose behind the 1849 Act was to achieve statutory incorporation of the East Indian Railway Company, and to vest in that company formal authority to enter into railway-building contracts with the (separate) East India Company which was acting on the Indian government's behalf.

11. The powers in the 1849 Act were supplemented by those in the Acts of 1853 to 1895 (see below).

12. The East Indian Railway Company was probably dissolved during the 1930s.[148] The company no longer exists today.

13. The 1849 Act is now spent and may be repealed in whole.

Extent

14. The 1849 Act related only to the affairs of the East Indian Railway Company. That company had trading interests in the East Indies (principally India and Pakistan), and its headquarters were based in London.

15. The Act applied to Great Britain and to India.

16 & 17 Vict. c.ccxxvi (1853) (East Indian Railway Company) - Purpose

16. Following the obtaining of the first railway Act in August 1849, the East Indian Railway Company executed an agreement later that month with the East India Company whereby the railway company agreed to "construct and open an experimental line of railway, to commence at or near Calcutta in the direction either of Mirzapore or of Rajmahal, to be determined by the East India Company". The estimated cost of the project was 1 million "or thereabouts".[149]

17. The arrangement was that the railway company would pay the estimated sum to the East India Company, which would hold it in readiness for drawing down in tranches as construction work proceeded. For its part, the East India Company undertook to provide the necessary land on a 99 year lease and to pay 5% p.a. interest on the moneys it held. The revenues generated by the railway (once fully operational) were to be applied, first, in servicing the current interest payments by the East India Company and, secondly, split two ways so as partly to reimburse that company for past interest payments and partly to defray the costs incurred by the railway company. Once the line was constructed, the railway company had the right to require the East India Company to purchase it (and the ancillary works and property) at a price equivalent to the amount of capital expended by the railway company.[150] For its part, the East India Company had a power, exercisable on the expiry of the first 25 years and the first 50 years of the agreement term, to purchase the railway and accoutrements for a price based on the value of the totality of the shares or capital stock. This power included an option to commute the payment for an annuity for the residue of the 99 year term.

18. By October 1852 the "experimental line" (from Howrah [now Haora], outside Calcutta, to Burdwan [now Bardhaman]) was almost complete, at a cost far in excess of the estimated 1 million.[151] The East India Company proposed to the railway company that the line should be extended to Rajmahal, again at an estimated cost of 1 million, and on similar terms to the original agreement (although interest would be at the lower rate of 4% p.a.). In order to fund this extension work, the railway company would have had to raise the capital through a further share issue (at 20 per share).[152] However, before that came about, the East India Company changed its mind. It sought to abandon the Rajmahal agreement and to substitute a contract for the extension of the original line from Burdwan to Delhi (under which it would pay 4.5% p.a. interest) and, later, on to Lahore in north west India (now in the Punjab region of Pakistan).

19. In order to carry through the revised project (and for the railway company to provide to its original shareholders "preference in the division of the profits"), additional legislative authority was sought via a Bill. The Act, granted in 1853, had the following purposes (in broad terms):[153]

(a) to authorise the railway company to enter into, and subsequently vary, contracts with the East India Company (which was acting on behalf of the government of India) for the construction of "the extension of the said experimental line of railway to Delhi or to Lahore or elsewhere" in substitution for the previous agreement relating to the Rajmahal extension project;[154]

[151] This "experimental line" eventually ran from Howrah (near Calcutta) to Burdwan: see preamble to the East Indian Railway Company's Act 1864 (27 & 28 Vict. c.clvii) ("the 1864 Act"), described in detail below.

[152] These shares were called Extension (B) Capital.

[153] It was provided in the 1853 Act (by section 5) that neither the original deed of settlement (1847) nor the incorporating Act (the 1849 Act) were to be construed as being amended or repealed by the 1853 Act, unless the earlier provisions were inconsistent with the specific changes made by the later Act.

[ 154] The 1853 Act, s 1. The contract works could be undertaken as a whole or in sections.

(b) to authorise, in the event of the railway works being acquired by the East India Company within the original 99 year lease period, the dividing of the net purchase moneys amongst the railway company's shareholders;[155] and

(c) to make various changes to the rights of shareholders in terms of the payment of dividend and the making of a preference payment to the original shareholders (in the event of profits exceeding certain limits), and the replacement, with shares to the same value, of scrip certificates in the originally proposed extension (the Extension (B) shares).[156]

Status of the 1853 Act

20. The 1853 Act (which was relatively short) had a narrow remit. It was designed to extend the railway company's original power to construct railway lines, and to effect limited changes to its capital structure. Its existence depended upon the continuing effect of the first Act (of 1849) and the 1847 deed of settlement.

21. The railway lines from Calcutta to Mirzapore (the so-called "experimental line"), and the extension to Delhi (the second project) were completed by 1866.[157] The East Indian Railway Company was probably dissolved during the 1930s.[158] The company no longer exists today.

22. Sections 2 and 3 of the 1853 Act were later repealed by 19 & 20 Vict. c.cxxi (1856): see below.

23. The remainder of the 1853 Act is now spent, and may be repealed in whole.

Extent

24. The 1853 Act related only to the affairs of the East Indian Railway Company. That company had trading interests in the East Indies, although the 1853 Act conferred only limited powers enabling it to operate in part of India. The company's headquarters were based in London.

25. The Act applied to Great Britain and to India (in the states of West Bengal, Bihar, Uttar Pradesh, Haryana and Punjab) and Pakistan.

18 & 19 Vict. c.xxxviii (1855) (East Indian Railway) - Purpose

26. By putting its April 1847 indenture of settlement on to a formal footing, the 1849 Act (above) had authorised the East Indian Railway Company to increase its capital holding (eventually to 20 million) and to facilitate its railway construction project.

27. By 1855, the railway company had started construction work on the line between Calcutta and Delhi (part of which was complete, and part remained to be undertaken). In July 1854, because they found it "impracticable" to increase the project capital by additional share issue, and because of the "great public importance" attached to expediting the railway works, the directors of the company had issued 1 million worth of 4.5% p.a. debentures (secured on the East India Company). The railway company thought it "desirable to encourage and facilitate the raising of money in the East Indies for the completion" of the project, but to do this by share issue required further statutory powers.[159]

28. The main purposes of the 1855 Act were (in broad terms):

(a) to authorise the railway company board to establish an office or offices in India for the issue and registration of shares (and to make variations in the arrangements as might become necessary), and to extend to the India operation all the relevant powers then available to the company in Great Britain;[160]

[155] The 1853 Act, s 3. The division would be in proportion to the market values "in London" of the shareholders' respective holdings: ibid.

[156] The 1853 Act, ss 2, 4. The distribution of profits in any particular year did not extend to providing entitlement to compensation for "any deficiency" incurred in previous years: ibid., s 2.

[157] The bridge at Delhi was opened at the end of 1866, affording uninterrupted travel between Haora, opposite Kolkata, and Delhi. See Ghosh, S. Railways in India - A Legend (2002) Jogemaya Prokashani, Kolkata, page 73.

[158] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act: see below) ran its course but probably was not extended.

[159] Preamble to 18 Vict. c.xxxviii (1855) ("the 1855 Act"), being "An Act to enable the East Indian Railway Company to issue and register Shares and Securities in India; and for other Purposes in relation to such Company".

[160] The 1855 Act, s 1. By section 2, the railway company was authorised to employ officials at the Indian office or offices to issue shares under delegated powers, subject to those officials acting in accordance with such regulations as the board might issue relating to "conduct, government, and management", and to prepare an official seal for use "in lieu of the common seal".

[161] The 1855 Act, s 3. The board was required to arrange, on an occasional basis, for "accounts of all entries and alterations made in such books respectively" to be "transmitted" to the company's principal office in London: ibid.

[162] The 1855 Act, s 4. No shares or securities were to be registered at more than one office at any one time: ibid. Share and stockholders were entitled to give written notice to the appropriate register office (in London or in India) of their wish to transfer their holding to the other office: ibid., s 5. Once registered at a particular office (in India or in Great Britain), the law of that country was deemed to apply to that holding: ibid., s 6.

[163] The 1855 Act, s 8. The original deed of settlement had prevented either the division of shares or joint ownership. This provision lifted the former restriction because it had given rise to "inconvenience": ibid.

[164] The 1855 Act, s 9. Originally, the dates for general meetings were prescribed, but the arrangement had proved inflexible.

[165] To provide that, where a board meeting had authorised a document to be sealed, annexation of the company seal now no longer required certification by two directors: the 1855 Act, s 7; and to provide that nothing in the present Act should be construed as altering the original deed of settlement or any previous Acts (or the powers granted under them), except insofar as the earlier provisions were inconsistent with the present Act: ibid., s 10.

(b) to require the railway company to maintain at its India office or offices registers of shareholders, of consolidated stock (where shares were converted), and of share and stock transfers, and registers of mortgages and of debentures, if necessary,[161] and to ensure that all transfers were made at the office at which the holding was registered;[162]

(c) to allow between two and five persons to hold, as joint proprietors, any share or shares in the railway company (although no share was to be divided into "fractional parts");[163]

(d) to provide power to adjust the dates for holding annual and half-yearly general meetings of the company;[164] and

(e) to deal with various miscellaneous matters.[165]

Status of the 1855 Act

29. The 1855 Act was promoted and enacted as part of the series of Acts relating to the building of the East Indian Railway project.

30. As with the earlier Acts, the 1855 Act was designed to facilitate the issuing of shares in the railway company, mainly by administrative means (and, as a byproduct, to increase its capital holding). The Act was relatively short and its provisions were of a wholly mechanical nature.

31. The East Indian Railway Company was probably dissolved during the 1930s.[166] The company no longer exists today.

32. Portions of the 1855 Act were later amended by 27 & 28 Vict. c.clvii (1864): see below.

33. The 1855 Act is now spent and may be repealed in whole.

Extent

34. The 1855 Act related only to the affairs of the East Indian Railway Company, which operated in India (centred on Calcutta in the east of the country) and in Great Britain (London).

35. The 1855 Act applied to Great Britain and to India (in the states of West Bengal, Bihar and Uttar Pradesh).

19 & 20 Vict. c.cxxi (1856) (East Indian Railway Company) - Purpose

36. Following enactment of the 1853 Act (above), the East India Company and the East Indian Railway Company entered into an agreement in February 1854 whereby the railway company would "construct and open an extension line of railway, to commence at some point on the said experimental line, to be determined by the Government of India, and to proceed to Delhi", at an estimated cost of 9 million "or thereabouts".[167]

37. By a series of subsequent agreements entered into by the railway company with the East India Company - which guaranteed, and in certain instances increased, interest payments to both its debenture-holders and its shareholders - the railway company was able to consolidate its capital position. For the experimental line, and for the "extension line", the capital balances stood at 1.7 million and 5.5 million respectively, with the totality of the share capital bearing interest at an equalised 5% p.a. rate.

[166] Although it is not possible to assign a specific date for dissolution, the indications are that the 50-year maintenance contract (granted to the railway company under the 1879 Act: see below) ran its course but probably was not extended.

[167] Preamble to 19 & 20 Vict. c.cxxi (1856) ("the 1856 Act"), being "An Act to amend the Acts relating to the East Indian Railway Company". The terms of the agreement, insofar as they related to "the whole line, including the said experimental line", were to correspond to those in the earlier agreement of August 1849, except that interest to be paid by the East India Company was to be at the rate of 4.5% p.a.

38. This equalisation of interest rate created a need for the railway company to modify the earlier 1853 statutory arrangements for the division of company profits and (in the event of sale of the undertaking) of the purchase moneys, so that all "existing capital" would be placed "on an equal footing".[168] Moreover, the railway company needed further statutory power to raise more capital funding to complete the extension line and to undertake additional extension projects in the future. This would have necessitated the two companies entering into new agreements for servicing interest payments on capital raised by share issues with different interest rates.

39. To this end, a fourth Bill was promoted for parliamentary enactment. The main purpose of the 1856 Act was (in broad terms):

(a) to extend to certain shareholders the right to "share rateably" in the profits of the railway company, and to empower the railway company to issue further shares at different rates of interest (guaranteed by the East India Company);[169]

(b) to make new arrangements as to the division amongst shareholders of the railway company's profits "applicable to dividend", and as to the dividing of the purchase money in the event that the East India Company were to acquire the railway undertaking within the 99 year lease period;[170] and

(c) to empower the railway company to consolidate its paid-up shares, plus due interest or dividends, into "a general capital stock", which stock would then be reapportioned back to its owners.[171]

[168] The 1856 Act, preamble. The statutory arrangements were contained in, and constrained by, 16 & 17 Vict. c.ccxxvi (1853), above.

[169] The 1856 Act, ss 1, 2. These 1856 Act provisions superseded the original provisions in sections 2 and 3 of the 1853 Act (see above), which dealt with division of profits, enhancing the dividend to 5%, and dividing the proceeds of sale of the railway undertaking. The original provisions were repealed by section 1 of the 1856 Act.

[170] The 1856 Act, ss 3, 4. The apportionment of the purchase money was to be based, as previously, on the "mean market value in London" of the relevant shareholding: ibid., s 4. Acquisition of the railway undertaking was governed by the revised terms in the 1854 agreement (see above).

[171] The 1856 Act, s 5. This new consolidation power was expressed to be additional to the existing consolidation powers vested in the company, and would be governed by the Companies Clauses Consolidation Act 1845.

Status of the 1856 Act

40. The 1856 Act was promoted simply as a vehicle to make adjustment to previous arrangements underpinned by legislation, relating to the capital holding of the railway company. Its purpose was narrow, and the Act was short.

41. The 1856 Act relied, for its existence and rationale, on the two previous Acts of 1849 and 1853. It repealed and replaced two sections in the 1853 Act.

42. The extension of the railway line to Delhi was completed by the railway company in 1866. The East Indian Railway Company was probably dissolved during the 1930s.[172] The company no longer exists today.

43. The 1856 Act is now spent and may be repealed in whole.

Extent

44. The 1856 Act related only to the commercial affairs of the East Indian Railway Company. The company operated in India, and had its principal office in London.

45. The Act applied to Great Britain and to India (in the states of West Bengal, Bihar and Uttar Pradesh).

East Indian Railway Company's Act 1864 (27 & 28 Vict. c.clvii) - Purpose

46. In 1858, the East Indian Railway Company entered into an agreement with the East India Company (which acted on the Indian government's behalf) to construct and maintain "a distinct line of railway" running from (or near) Mirzapore (now Mirzapur), situated on the previously built "extension line", to Jubbulpore (now Jabalpur). The railway company's capital had, by this date, been increased to 20 million. The latest project would cost in the order of 2 million.[173]

[172] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act: see below) ran its course but probably was not extended.

[173] Preamble to the East Indian Railway Company's Act 1864 (27 & 28 Vict. c.clvii) ("the 1864 Act"), being "An Act to amend the Acts relating to the East Indian Railway Company, and to authorise the Company to raise further Capital; and for other Purposes connected with their Undertaking". For citation, the Act was assigned a short title by section 1. The 1858 agreement "contained provisions corresponding with those" in the August 1849 agreement (for which, see above, under the 1853 Act discussion). The raised capital totalled 18.7 million, comprising 14.4 million in shares and 4.3 million by convertible debentures, supplemented by secured borrowings of 3 million: ibid., preamble.

47. By 1864, the railway company had embarked upon construction of both the extension line to Delhi (then "nearly completed") and the new line to Jubbulpore. The company had also formed the view that the main line from Calcutta to Delhi, which was laid as a single track, should for at least "a considerable portion of the said railway" be doubled in width. This would enhance "the convenience of the public" and make "better provision for the traffic of the said railway".[174] However, the railway company had spent almost the whole of its raised funds on the current construction works.

48. In order to fulfil its ambitious programme of works, the railway company needed to acquire powers to raise additional capital funding (including by borrowing on mortgage) and to enter into further works contracts. To this end, an Act of 1864 was promoted and obtained, with the following purposes (put in broad terms):[175]

(a) to authorise the railway company board to raise up to 7 million additional capital by share, stock or debenture issue;[176]

(b) to lay down arrangements for the issue of new shares;[177]

[174] The 1864 Act, preamble. The railway company also had in view the possibility of constructing, after agreeing with the Secretary of State in Council of India, "deviation or auxiliary lines from some point or points on the said railway to certain other points" (both unspecified) which would "be of great public benefit": ibid.

[175] Neither the 1864 Act nor its purposes were to be construed as altering or repealing any provision in the original deed of settlement or in the earlier Railway Company Acts (except where repealed specifically or where the provision would be inconsistent): the 1864 Act, s 12.

[176] The 1864 Act, s 2. The various issues under the Act could be sold, or disposed of, on such conditions, and yielding such rate of interest, as the board might determine (subject to the previous sanction of the Secretary of State in Council of India): ibid., s 3. [Since 1858 - under the Government of India Act of that year (21 & 22 Vict. c.106) - government of the Indian territories had passed from the East India Company to the British sovereign, who acted through a Secretary of State in Council of India and who was empowered to stand in the place of the former government]. Existing shareholders could be afforded priority as to the taking of options on the new shares. As to the issue of debentures, section 7 of the 1864 Act also provided power.

[177] The 1864 Act, ss 4, 5. Allottees or transferees of new shares were to execute a "deed of accession", which would vest share ownership, subject to conditions prescribed by the board (section 4); and which would also bestow the same privileges as were vested in the original shareholders under the deed of settlement (section 5). The new shareholders would share in any dividend distribution, and in any payment of interest or division of moneys arising on the sale of the railway undertaking (in accordance with the provisions in the 1856 Act, s 3: see above).

[178] The 1864 Act, s 6. The provisions of article 27 of the deed of settlement (dated April 1847) were to apply "mutatis mutandis": ibid. (Compare this to the issue of debentures under the 1864 Act, s 7, where "clause 28" - rather than article 28 - of the deed of settlement was to apply in conjunction with the 1849 Act provisions).

[179] The 1864 Act, s 8. The provisions of the 1855 Act (which established and controlled the Calcutta registry: see above) were to continue to apply to the registry until such time as it "be altogether abolished, and the books of registry there be finally closed": ibid. This section did not repeal the relevant provisions in the 1855 Act (ss 1-6), but it did modify their ambit.

[180] The 1864 Act, s 9. This section had the effect of varying the provisions relating to the holding of general meetings set out in the 1855 Act, s 9 (see above).

[181] The 1864 Act, s 10. The section also provided that all previous East Indian Railway Company Acts were to be construed (in respect of agreements made, or actions taken, after 1858) as if reference to the Secretary of State in Council of India were substituted for the East India Company.

[182] The 1864 Act, s 11. The railway company expressed itself "desirous of encouraging habits of prudence and economy amongst" its workforce and their family members. The company was authorised to make (and amend) regulations for the conduct and management of the various savings institutions, subject to their not coming into force until ratified by the Governor-General of India. Every deposit accepted was to be treated as a charge on the company's assets, with priority second only to those of the debenture holders: ibid.

[183] The Jubbulpore (now Jabalpur) line opened in 1867. Doubling the railway line from Calcutta to Delhi took considerably longer. See Ghosh, S. Railways in India - A Legend (2002) Jogemaya Prokashani, Kolkata pages 73-75.

[184] Preamble to the East Indian Railway Company Purchase Act 1879 (42 & 43 Vict. c.ccvi) ("the 1879 Act"), being "An Act to provide for the vesting of the Undertaking of the East Indian Railway Company in the Secretary of State in Council of India; and for other purposes". The short title of the 1879 Act was assigned for citation by section 1.

(c) to authorise the company to borrow moneys on mortgage (up to a maximum of 2.333 million, and subject to the Secretary of State guaranteeing the repayment) in accordance with the original deed of settlement;[178]

(d) to permit the company to close the Calcutta shares registry;[179]

(e) to enable the company to vary the months for the holding of its annual and half-yearly general meetings;[180]

(f) to empower the company to enter into (or vary) contracts with the Secretary of State for India for "the construction of deviation or auxiliary lines, or of other lines connected with the present railway" and for "the improvement or enlargement of the present line of railway";[181] and

(g) to authorise the establishing, for the benefit of the company's employees, of "provident institutions and savings banks" for "the investment and accumulation of small savings", to be sited at Calcutta and "any other place or places where the company may have stations or other establishments".[182]

Status of the 1864 Act

49. The 1864 Act formed part of a continuing series of local Acts designed to further the aims of the East Indian Railway Company in India. As with previous Acts, its principal purpose was to put in place arrangements whereby its capital funding could both be enhanced and made more flexible. The Act was also a vehicle for obtaining certain ancillary powers, such as those required to create savings banks for its employees and to enter into a wider range of construction contracts (neither of which functions could be classified as minor).

50. The 1864 Act relied for its existence specifically on the originating Act of 1849, and on the 1855 Act, which it modified. Both of these Acts are now obsolete and are proposed for repeal (see above). It also made reference to the 1856 Act.

51. By 1906[183] the doubling of the mainline between Delhi and Calcutta, and the laying of track to Jubbulpore, had both been completed.

52. The 1864 Act is now spent and may be repealed in whole.

Extent

53. As with the previous Acts in this class, the 1864 Act was enacted solely to regulate the operation of the East Indian Railway Company and its affairs. The company operated in India (although its Calcutta registry was abolished by the Act), and in England (in London).

54. The Act applied to Great Britain and to India (in the states of West Bengal, Uttar Pradesh and Madhya Pradesh).

East Indian Railway Company Purchase Act 1879 (42 & 43 Vict. c.ccvi) - Purpose

55. By 1879, the original "experimental line" had been fully completed and was "being worked by [the railway company] as part of their undertaking". Likewise, the "extension railway" (under the 1853 Act), and the Jubbulpore (now Jabalpur) branch (under the 1864 Act), had both been completed and were operational.[184] The initial 1849 agreement had been superseded (so far as sale of the railway undertaking was concerned) by the [1854] contract with its 25 year and 50 year break clauses.185

56. In accordance with the 1864 Act (above), the railway company had also established a provident and savings institution in Calcutta (now Kolkata) which held the deposits of "divers persons".[186]

57. In April 1875, the railway company entered into the first of a series of contracts whereby the Secretary of State sanctioned the company issuing irredeemable debenture stock in the sum of 1.5 million (at 4.5% p.a. interest) and undertook to pay the interest accruing on that sum.[187] By 1879 the indebtedness of the railway company stood just short of 27 million, of which the bulk had been consolidated into capital stock. In aggregate, some 4.45 million had been borrowed via redeemable and irredeemable debenture stock (on which the Secretary of State had guaranteed the interest payments).

58. The Secretary of State's main option to purchase would bite in 1879 (under the terms of the 1854 agreement) but, in respect of the Jubbulpore line, the option would not bite until 1883 (under the terms of the 1858 contract).[188] The Secretary of State suggested to the railway company in 1878 that the government purchase the two railway undertakings simultaneously so as to provide continuity in the "system of management" and also "to secure to the state a larger share in the profits of the undertaking" than it presently received.[189] Under the arrangement, all the existing contracts would be replaced from January 1880; the purchase would be by way of annuity, terminable in February 1953; and the railway company would contract to work the various lines for the next 50 years (with periodic break clauses).

[185] On completion of the purchase the East India Company was bound to pay, in London, "the full amount of the value of all the shares or capital stock in the [railway] company issued or created for the purposes of" the 1849 and 1854 contracts: the 1879 Act, preamble. This payment could be effected by payment in London of an annuity (with interest) phased over the remaining period of 99 years (ie. until 1953). The breaks were to occur in February 1879 and February 1904.

[186] The 1879 Act, preamble.

[187] The 1879 Act, preamble. In the event that the Secretary of State took possession of the railway operation under the previous agreements, the 1.5 million was not to be treated as a capital sum. Under the 1875 contract (and supplemental contracts up to 1878) the Secretary of State would take over the liabilities attached to it and would indemnify the railway company. In fact, debentures were finally issued to the total of 1.95 million.

[188] For details of the 1858 contract (made under the 1853 Act), see the 1879 Act, preamble.

[189] The 1879 Act, preamble.

[190] Various minor and ancillary purposes were provided for in the 1879 Act, ss 52-54 (provision as to service of notices, costs of obtaining the Act, and a general saving provision whereby nothing in the 1879 Act was to be deemed to amend either the deed of settlement [1847] or any previous Acts, except where inconsistent).

[191] The 1879 Act, s 3. The excepted property (for example, a share in value of plant and machinery at certain coalfields) was itemised in the Schedule to the 1879 Act. By section 5 of the Act, contracts made between the railway company and the East India Company were brought to an end (with the exception of those in 1875 and 1878 relating to the issue and guarantee of debentures and debenture stock), and by section 6 the Secretary of State was to indemnify the railway company against debts and liabilities "incurred to or with the sanction of the East India Company or of the Secretary of State".

[192] The 1879 Act, s 4. The Savings Bank had been set up under the 1864 Act (above).

[193] The 1879 Act, ss 7, 8. The annuity was to be paid by the Secretary of State to the railway company "in London" in half-yearly instalments, and the company was to hold the moneys for distribution to those persons so entitled: ibid., ss 9, 10. The annuity sum was to be freed from liability to attachment in satisfaction of any judgment or debt incurred by the railway company: ibid., s 11.

[194] The 1879 Act, s 12. On closure of the Calcutta register, the balance of stock then standing on it was to be transferred to the London register.

[195] The 1879 Act, s 13. The maximum period for deferral was to be 50 years (from January 1880). Under the arrangement, interest accruing on the capital sum at 4% p.a. would continue to be guaranteed by the Secretary of State, and would be held by the railway company for authorised distribution. It was not to be liable to attachment in satisfaction of any company debt: ibid., ss 14, 15. Each stockholder was to be entitled to opt in or out of annuity payment deferral with benefits in lieu (and, in default, would be deemed to have opted out). Those who opted in would be entered in a "register of deferred annuity holders", which would also record transfers of holdings and would be maintained in accordance with the original deed of settlement (1847) and the1849 Act (see above): ibid., ss 16, 17.

[196] The sinking fund - which would be paid out as capital in 1953 - was to be created by deduction of half-yearly sums from Class B annuitants (see below) and investment of those sums, through Bank of England trustees, in, amongst other securities, "the parliamentary stocks or public funds of Great Britain", Bank of England stock, debenture stock for railways in England and in India, and stock of the Metropolitan Board of Works (in London): the 1879 Act, ss 23, 24. The trustees had to publish a statement half-yearly, in the London Gazette and in a London daily newspaper, of the funds held in trust, showing the total sums invested and their destination.

[197] The 1879 Act, s 18. Class A annuitants would be those who elected to receive their annuities in full; Class B would be those opting to receive their annuity less a contribution to the sinking fund. Stockholders had to be invited to opt for a class of annuity. They would be entered on the relevant register of annuitants, and would then receive their allocation halfyearly: ibid., ss 19, 20, 22. Stockholders who became annuitants were required to tender their stock certificates for cancellation: ibid., s 21. Registered Class B annuitants would eventually receive an apportioned share of the accumulated sinking fund in February 1953 unless the contract(s) for deferral of payment, made with the Secretary of State, should be determined early, in which event Class B annuitants would be re-registered as Class A annuitants: ibid., ss 25, 26. Annuitants were to have the same rights as stockholders and deferred annuitants in the election of directors and auditors: ibid., ss 28, 36.

[198] The 1879 Act, s 27. The purposes included: maintenance, management and working of the East Indian Railway, extending the railway system, granting running powers to other railway companies and to "State railways" and running on their networks, and appointing government directors.

[199] The 1879 Act, ss 29-35. To be qualified to act as director, an individual had to have a deferred annuities holding of a minimum 50. A 1 holding entitled the owner to one vote at general meetings. Responsibility for ensuring the payment of annuities to the two classes of holders (A and B) was to lie with "the directors for the time being elected by the deferred annuity holders" (ibid., s 33), and the directors were to be entitled to make a 1/240th deduction from payments to cover the costs of management (ibid., s 34).

[200] The 1879 Act, s 37. Sections 38 to 41, 44 and 45 laid down miscellaneous provisions relating to the holding of annuities on the same terms as original stock was held, recognition of entitlement of the "registered proprietor of stock", rights in annuities passing on death, the holding of general meetings of stockholders to declare a dividend, and the payment of a specific annuity (of 2,500 p.a.) or a commuted sum to Sir Rowland Stephenson and his wife. Sir Rowland Stephenson carried out the first survey of India to establish whether it would be suitable for the introduction of railways. Once he had obtained the British Government's consent to introduce the railway to India he became a founding member of the East Indian Railway Company (and, in due course, its first managing director).

[201] The 1879 Act, ss 42, 43 and Sch. Six specific sums of money were set out in the Schedule, including moneys arising from the company's ownership of plant at the Kurhurballe and Serampore coalfields, and from contributions made to an insurance fund.

[202] The 1879 Act, s 46. The Secretary of State had first to obtain parliamentary approval to his issuing the stock. Once obtained, stockholders had to give notice of their willingness to exchange. The aggregate of amounts to be exchanged were then to be entered in the company's registers in the name of the Secretary of State (and on exchange the former stock would be cancelled). The Secretary of State was not entitled to receive any payments from the company in respect of the annuities so acquired: ibid., ss 46-50.

[203] The 1879 Act, s 51. Once the authorised "public debt of India" had been reduced by an amount equivalent to the level of the public debt caused by the Secretary of State's annuity purchase, the sinking fund contribution was to cease: ibid. Section 51 has since been repealed by the East India Loans Act 1937 (c.14), s 12, Sch 2, itself now repealed.

[204] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act) ran its course but probably was not extended.

[205] Preamble to the East Indian Railway Company Sinking Fund Act 1892 (55 & 56 Vict. c.x) ("the 1892 Act"), being "An Act to authorise the East Indian Railway Company to establish and maintain a sinking fund for the benefit of the deferred annuity holders a sinking fund for the benefit of the annuitants of Class A to amend the East Indian Railway Company Purchase Act 1879 and for other purposes". The short title of the 1892 Act was assigned for citation by section 1. The 1879 contract provided for the Secretary of State being able unilaterally to determine the 50 year arrangement after the first 20 years.

[206] The investment arrangements had, at that time, to comply with the provisions of the Trust Investment Act 1889, s 3(j). For Classes A and B annuitants, see above under the 1879 Act.

[207] The 1892 Act, preamble.

[208] The 1892 Act was divided into four parts: Part II (ss 3-13) dealt with the establishment of a sinking fund for deferred annuity holders, Part III (ss 14-22) dealt with the establishment of a sinking fund for annuitants of Class A, and Parts I and IV were preliminary and general. The costs of obtaining the 1892 Act were to fall on the railway company (to be discharged from the Class D annuity guaranteed interest and from the Class C annuities - as to which, see below): ibid., s 32.

[209] The 1892 Act, ss 3, 4. Those that elected to take up the option were to be issued with new certificates, be removed from the register of deferred annuity holders (set up under the 1879 Act), and have their original certificates cancelled: ibid., ss 4, 5.

[210] The 1892 Act, s 6. The accruing sinking fund was to be transferred by the board to nominated trustees who were to invest the proceeds in any securities authorised by the Trust Investment Act 1889 (or any other authorising Act or high court order) or in Class C or Class D deferred annuities. The trustees were to publish twice yearly, "in the London Gazette and in one London daily newspaper", a statement showing the total amount invested and the nature of the investments: ibid. The trustees were to hold the investments in trust (subject to their being reimbursed all proper expenses) and, on 14 February 1953, they (or, more likely, their successors) were to pay over to the board "the moneys representing the accumulations of the said sinking fund", which were then to be apportioned and distributed to the registered Class D annuitants: ibid., ss 7, 8.

[211] The 1892 Act, s 9. The board's "calculation and determination" of back-payments were to be absolute and its decision "final and binding" upon any annuitant-transferor (and no form of reverse transfer was to be permitted): ibid. Back-payments were to be invested and held in trust as part of the sinking fund: ibid., s 10.

[212] The 1892 Act, s 11. Class A annuities were established under the 1879 Act (see above).

[213] The 1892 Act, ss 14-16. Existing Class A annuity certificates were to be surrendered by opting-in annuitants and cancelled.

[214] The 1892 Act, s 17. As with the deferred annuity holders sinking fund (above), the new Class C annuitants sinking fund was to be held in the name of trustees who could invest in authorised securities or in Class C or Class D annuities, and who were to publish twice yearly a statement of investments in the London Gazette and in one London daily newspaper. The trustees were to be entitled to be reimbursed their proper expenses: ibid., s 18. When the fund matured (in February 1953), the trustees were to realise the accumulated investment, and apportion and distribute it amongst the then registered Class C annuitants: ibid., s 19.

[215] The 1892 Act, ss 20. As previously, calculation and determination of sums due were matters solely for the board, "whose decision [was to] be final and binding" upon the annuitant-transferor: ibid., s 20, and back-payments were to be held on the same trusts as the sinking fund: ibid., s 21.

[216] The 1892 Act, ss 12, 13, and 22 to 32. The Act contained various savings for the rights of deferred annuity holders and Class C annuitants (ibid., ss 12, 22) and for the rights, granted under the 1879 Act, s 33 (see above), of annuitants in Classes A and B (ibid., s 13), and made provision for Class C annuitants to transfer to Class A status on the expiry of the 1879 contract (for which, also see above) (ibid., s 22). Powers to make temporary closure of various registers, to replace annuity certificates on transfer of status, to validate Classes C and D annuities for the purposes of trust investment (under the Trust Investment Act 1889, s 3(j)), to permit the company to assume all annuitants were "alone and absolutely entitled" to the investment held in their names, to protect the rights of beneficiaries under wills where the original holding had changed status, and to apply to Classes C and D annuities the provisions of the East Indian Railway (Redemption of Annuities) Act 1881 (c.53), as amended by the East India Unclaimed Stock Act 1885 (c.25), ss 17, 25 (both Acts now repealed), were contained in the 1892 Act at ss 23-29. Nothing in the 1892 Act was to be taken as impliedly amending or repealing previous Acts relating to the railway company (or the deed of settlement), nor were the rights or obligations of the company or the Secretary of State under the 1879 Act or the 1879 contract to be affected: ibid., ss 30, 31.

[217] The 1892 Act contained specific savings in respect of the 1879 Act: see, for example, sections 30 and 31.

[218] The East India Loans Act 1937 (c.14) was itself later repealed by the Statute Law (Repeals) Act 1993, s 1, Sch 1.

[219] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act: see above) ran its course but probably was not extended.

[220] The London Gazette, Issue 39684, 31 October 1952, page 5749.

[221] Preamble to the East Indian Railway Company's Act 1895 (58 & 59 Vict. c.xx) ("the 1895 Act"), being "An Act to confer further powers on the East Indian Railway Company of entering into contracts for the construction and working of extension or branch lines and for other purposes". The short title of the 1895 Act was assigned by section 1.

[222] The 1895 Act, preamble. Improvement and extension works (and allied contracts) required prior sanction of the Secretary of State.

[223] The costs of promoting the Act were to "be treated as part of the working expenses of the undertaking" for the year 1895: the 1895 Act, s 7. The "undertaking" was defined in section 2 as the current railways and works operated by the railway company together with "any improvements alterations and additions of whatever description" that may be made in the future "with the sanction of the Secretary of State".

[224] The 1895 Act was to operate without prejudice to the obligation to make "the several payments" to the Secretary of State due under a contract executed in December 1879, and to existing debenture stock liabilities: ibid., s 6; and the costs of obtaining the Act were to be paid out "as part of the working expenses of the undertaking" incurred in 1895: ibid., s 7.

[225] The 1895 Act, s 3. Financing contracts could only be entered into with the sanction of the Secretary of State.

[226] The 1895 Act, s 4. Each issue was to be approved and guaranteed by the Secretary of State.

[227] The 1895 Act, s 5.

[228] The East Indian Railway Company Acts spanned the period 1849 to 1895.

[229] Although it is not possible to assign a specific date for dissolution, the indications are that the 50 year maintenance contract (granted to the railway company under the 1879 Act: see above) ran its course but probably was not extended.

59. The railway company accepted the proposal and then promoted what was to become the 1879 Act for various purposes, including the creation of a sinking fund to facilitate the exchange of stockholdings for annuities. The main purposes were:[190]

(a) to vest the undertaking of the railway company in the Secretary of State on 31 December 1879, together with the company's property (but excepting certain specified property), and to provide the railway company with indemnity from any claim by the government for moneys previously advanced under contract;[191]

(b) to pass to the Secretary of State, from the vesting date, all liability for the obligations of the Provident Institution and Savings Bank at Calcutta;[192]

(c) to authorise the Secretary of State to create, by 1 January 1880, a "clear yearly annuity" of 1,473,750 at the rate of 4.5% p.a. (expiring in February 1953), chargeable on "the revenues of India" due to the Indian government and on the profits of the railway undertaking;[193]

(d) to require the closing of registers of stock in London and in Calcutta to prevent future transfers (and to ascertain the amount of annuity entitlement due to each stock owner);[194]

(e) to empower the railway company to enter into contracts with the Secretary of State for the deferral of payment of up to 20% of the total annuity sum, in return for which the company would be entitled to participate in a share of the "surplus profits of the [railway] undertaking";[195]

(f) so as to produce a sinking fund,[196] to require division of the annuity holders into two classes (Classes A and B) with different repayment arrangements;[197]

(g) to authorise the railway company to enter into contracts with the Secretary of State for various purposes;[198]

(h) to regulate the holding of office by directors and auditors, the conduct of general meetings (including the quorum), and the management of annuities;[199]

(i) to authorise persons holding stock in the railway company as trustees to convert that holding into Class B annuities (see footnotes above), to be held on the same terms as the original investment;[200]

(j) to authorise the company's board to dispose of certain property so as to satisfy any obligation for which it was not indemnified by the Secretary of State;[201] and

(k) to authorise the Secretary of State to purchase annuities from stockholders (registered in London or Calcutta) by means of India 4% stock (or, in India, by 4% rupee debt),[202] and to require him to invest part of the annuity-holding in a sinking fund which was to be used "in reduction of the public debt of India created under the authority of Parliament".[203]

Status of the 1879 Act

60. The 1879 Act was promoted by the East Indian Railway Company, and enacted, for a relatively narrow purpose: to vest ownership of the bulk of the railway undertaking in the Indian government, in return for which the railway company would be granted an exclusive 50 year franchise to operate the rail network from 1880 onwards.

61. The 1879 Act was linked to, and did not detract from, the growing legislative scheme for the railway undertaking laid down from 1849 to 1864.

62. The railway undertaking was transferred to the Indian government in 1880. The East Indian Railway Company was probably dissolved during the 1930s.[204] The company no longer exists today.

63. Section 51 of the 1879 Act was repealed by section 12(3) of, and schedule 2 to, the East India Loans Act 1937.

64. The 1879 Act is now spent and may be repealed in whole.

Extent

65. The 1879 Act related only to the affairs of the East Indian Railway Company, and its relationship with the Government of India.

66. The Act applied to Great Britain, to India (in the states of West Bengal, Bihar, Uttar Pradesh, Madhya Pradesh and Haryana) and to Pakistan.

East Indian Railway Company Sinking Fund Act 1892 (55 & 56 Vict. c.x) - Purpose

67. By December 1879, the East Indian Railway Company had entered into an agreement ("the 1879 contract") with the Secretary of State in Council of India whereby (a) one-fifth of the total annuity set out in the 1879 Act should be deferred for 50 years, in return for which the Secretary of State would pay interest half-yearly at 4% p.a. on the capital sum represented by that one-fifth portion, and (b) the railway company would be responsible for the "maintenance management use and working" of the railway system in exchange for a proportion of the net profits of the undertaking.[205]

68. Two principal issues had still to be addressed. First, there was inadequate statutory authority for the railway company to create a sinking fund (producing a capital sum by February 1953) for some 2,000 deferred annuity holders, which fund could be deemed authorised for the purposes of trustee investment legislation;[206] and, secondly, some 800 Class A annuitants wanted to participate in a sinking fund which, in the same way, would mature and would comply with the trustee investment regime. Both of these objects required statutory intervention.[207]

69. The railway company promoted what was to become the 1892 Act, for the following purposes (put in broad terms):[208]

(a) to require the company's board (by November 1892) to invite every deferred annuity holder to indicate whether they wished to opt into a sinking fund and, having ascertained the measure of interest, to establish a register of holders of Class D annuities;[209]

(b) to require the board to deduct sums from the guaranteed interest due to the Class D annuitants, and to invest the amount in a sinking fund (maturing in February 1953);[210]

(c) to require the board to transfer, on application, any deferred annuity holder to Class D annuitant status, subject to the deferred annuity holder making back-payment of the aggregate amount that would have been deducted from guaranteed interest;[211]

(d) to provide that, on expiry of the 1879 contract, all remaining deferred annuity holders would be deemed to be Class A annuitants (with appropriate rights and liabilities);[212]

(e) to require the board to make provision for a sinking fund for Class A annuitants (who would have the ability to opt in as Class C annuitants, and be registered as such);[213]

(f) to require the board to deduct sums from the guaranteed annuity payments due to the Class C annuitants, and to invest the capital sum in a sinking fund (maturing in February 1953);[214]

(g) to require the board, on application, to transfer Class A annuitants to Class C status (but not vice versa), subject to the applicant making sufficient backpayments into the appropriate sinking fund;[215] and

(h) to make various ancillary arrangements.[216]

Status of the 1892 Act

70. The 1892 Act's purpose was narrow: to authorise the creation and management of additional sinking funds for the East Indian Railway Company. The Act formed the continuation of a sequence of Acts which governed the financial governance of the railway company, and the 1892 Act's operation was inextricably tied-in with the 1879 Act in particular.[217]

71. Section 29 of the 1892 Act was repealed in part by section 12(3) of, and schedule 2 to, the East India Loans Act 1937.[218]

72. The East Indian Railway undertaking was transferred into state hands in 1880. The East Indian Railway Company was probably dissolved during the 1930s.[219] The company no longer exists today.

73. The management arrangements for the sinking funds required six-monthly notices of investment to be published in the London Gazette. The final notice of investment was published on 31 October 1952.[220] The inference is that the fund matured, and a final payout was made, within the following six months.

74. The 1892 Act is now spent and may be repealed in whole.

Extent

75. The 1892 Act related only to the affairs of the East Indian Railway Company, and its relationship with the Secretary of State in Council of India and its investors.

76. The Act applied to Great Britain, to India (in the states of West Bengal, Bihar, Uttar Pradesh, Madhya Pradesh and Haryana) and to Pakistan.

East Indian Railway Company's Act 1895 (58 & 59 Vict. c.xx) Purpose

77. Under the terms of the 1879 Act (above) the undertaking of the East Indian Railway Company was transferred to the Secretary of State in Council of India, and the railway company was empowered to enter into contracts with the Secretary of State for the extension of parts of the railway and "the construction of auxiliary railways and other works".[221]

78. In order to fulfil its aspirations of improvement and extension, the railway company required supplemental statutory power to enter into contracts with third parties and to raise additional capital funding.[222] To this end, the railway company promoted what was to become the 1895 Act.[223] The principal purpose behind this short piece of legislation was (subject to certain savings) to authorise the railway company:[224]

(a) to obtain private financing to facilitate the constructing, maintaining and operating of extension lines and associated works (and undertaking activities ancillary to this project);[225]

(b) to issue debentures and debenture stock so as to raise moneys for the "general purposes of the undertaking";[226] and

(c) to guarantee, using surplus receipts, payments (including interest due) arising from any contract executed under the 1895 Act, but excluding capital repayments.[227]

Status of the 1895 Act

79. The remit of the 1895 Act was relatively narrow: to legitimise the raising of additional finance to construct the extensions to the railway network authorised under the 1879 Act. Like previous Acts in this series, the 1895 Act contained provisions which were reliant on provisions in the previous Acts. The 1895 Act is the final unrepealed Act in the sequence[228] relating to the East Indian Railway Company.

81. The East Indian Railway Company was probably dissolved during the 1930s.[229] The company no longer exists today.

82. The 1895 Act is now spent and may be repealed in whole.

Extent

83. The 1895 Act related only to the affairs of, and the relationship between, the East Indian Railway Company and the Secretary of State in Council of India.

84. The Act applied to Great Britain and to India (in the states of West Bengal, Bihar, Uttar Pradesh, Madhya Pradesh and Haryana) and Pakistan.

Consultation

85. 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 Pakistan, and the relevant authorities in Scotland, Wales and Northern Ireland have been consulted about the repeal proposals set out in this note.

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

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