Railway Companies Act 1867

Share Capital

27 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 he passed, he read and have Effect as if the following Words, that is to say, " hut so that " not less than the full nominal Amount of any Share or Portion " of Stock he payable or paid in respect thereof," had not been inserted in that Section.

28 Power to issue Residue of original or other Capital at Discount.

Any Shares forming Part of the Capital (whether original or additional) authorized to he 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 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.

29 Restriction on issuing at Discount of Shares or Stock already authorized.

Provided that any Shares the Creation whereof has been authorized 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 authorized by the Company in manner provided by Part II. of The Companies Clauses Act, 1863.

30 Audit of Railway Accounts.

No Dividend shall he 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 bond 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 Revenue 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 the 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.