[Act 4 of 1862] [28th February, 1862] Repealed by Act
13 of 1864 PASSED BY THE
GOVERNOR GENERAL OF INDIA IN COUNCIL. (Received the
assent of the Governor General on the 28th February 1862). An Act for
regulating the Bank of Bengal. Whereas the
Governor General of India in Council has, pursuant to the provisions of Act VI
of 1839 (relating to the Bank of Bengal), given twelve months' due notice to
the Bank of Bengal that the provisions of the said Act, as regards the power of
the Bank to issue Promissory Notes under Section XXXI of that Act, would be
modified as hereinafter appears, and it is expedient that the provisions of the
said Act and of Act XXI of 1854 (to amend the Law relating to the several Banks
of Bengal, Madras and Bombay) and of Act XXVII of 1855 (to enable the Banks of
Bengal, Madras and Bombay to transact certain business in respect of Government
Securities and Shares in the said Banks) as regards the said Bank of Bengal
should be re-enacted with certain amendments and modifications hereafter
contained; It is hereby enacted as follows. Act VI of 1839,
except in so far as it repeals any prior Charter, Regulation, or Act, and
except as to any act or offence done or committed or any liability incurred
before this Act shall come into operation, and Acts XXI of 1854 and XXVII of
1855, so far as they severally relate to the Bank of Bengal, are repealed from
and after the coming into operation of this Act. From and after
the coming into operation of this Act and notwithstanding the repeal of the
said Act VI of 1839, the present and future Proprietors of the capital stock of
the Bank of Bengal shall continue to be a body corporate by the name of the
Bank of Bengal with perpetual succession, and shall continue to possess and
enjoy all the rights, privileges, and immunities incident by law to a corporation
aggregate. All property
and securities for property, claims, and demands whatsoever now vested in or
held by the said Bank of Bengal under and by virtue of the said Act VI of 1839,
shall from and after the coming into operation of this Act be vested and
continued in the said Bank of Bengal as and being a body corporate under and by
virtue of this Act as aforesaid, and the said Bank of Bengal as such body
corporate shall be subject to all debts, demands, claims, and liabilities
outstanding against the said Bank at the time of this Act so coming into
operation, and no suit or proceeding at law or in Equity then pending shall
cease or abate in consequence of the repeal of the said Act VI of 1839, or of
the continuance of the said Bank by virtue of this Act. The said Bank
so continued as aforesaid shall and may sue and be sued by its corporate name
aforesaid, and shall and may have and use such common seal as the Directors of
the said Bank shall from time to time appoint, and shall be competent as such
body corporate to acquire and hold, either absolutely or conditionally for a
term, or in perpetuity, any description of property whatever, and to transfer
and convey the same. The existing
capital of the said Bank now consisting of 2,675 shares of Co.'s Rs. 4,000
each, divisible into half and quarter shares, shall continue to be the capital
of the said Bank, but shall from and after the coming into operation of this
Act consist of 10,700 shares of Rupees 1,000 each, divisible into half and
quarter shares, and such capital shall be subject to such increase as next
hereinafter mentioned. It shall be
lawful for the Directors of the said Bank for the time being, from time to
time, as and when they shall deem it expedient so to do, and on such previous
notification as they may deem sufficient in that behalf, to increase the said
capital and for that purpose to make such orders and directions for the opening
of subscriptions towards such increase of capital by the Proprietors of the
Bank for the time being as to them may seem fit, and also to allow to the said
Proprietors such period to fill up the subscription as to them the said
Directors shall seem meet, and also to prescribe in what manner and form the
said Proprietors shall subscribe subscribe and pay into the said Bank the
proportions of new capital inch such Proprietors may respectively desire to
subscribe, and also to make such orders and directions as to them the said
Directors may seem fit, for the disposal and allotment of the amount of new
capital that may not be subscribed for and paid up by Proprietors for the time
being, in the manner and form so prescribed. Provided always that the capital
of the said Bank, including any increase therein that may be made under Section
XXXVII of this Act, shall not in the whole exceed 30,000 shares of 1,000 Rupees
each. It shall be
lawful for any Proprietor of any 1,000 Rupees share or shares or of any half or
quarter share or shares in the existing capital or in the new capital so to be
created as aforesaid, at any time and from time to time to surrender such share
or shares or half or quarter share or shares or any of them to the Directors of
the Bank for the time being, and to demand and receive from the Bank, in lieu
thereof, consolidated stock to the like amount as represented by the share or
shares or half or quarter share or shares so surrendered, and in like manner
any Proprietor or other person subscribing for any portion of the new or
increased capital under the provisions hereinbefore contained, may at his
option subscribe for shares or for consolidated stock or partly for shares and
partly for stock. The
consolidated stock aforesaid shall he transferable (subject to the provisions
hereinafter contained with respect to transfers) in any amount or sum not less
than 250 Rupees, and the holder of any share or shares or half or quarter
shares or share or of any consolidated stock, shall he a Proprietor of and
interested in the capital of the Bank to the extent of the amount of the shares
or half or quarter shares or stock so held by him. A certificate
signed by three Directors of the said Bank shall be delivered to the Proprietor
of any share or half or quarter shares of the capital of the said Bank, upon demand
made by such Proprietor, and any Proprietor of more than one such share or half
or quarter share, may at his option demand a certificate for each or one
certificate for all his shares, and a receipt shall in like manner on demand be
delivered to the Proprietor of any stock, and any Proprietor of stock may at
his option demand one receipt for the whole of the stock or separate receipts
for any portions of the stock so held by him. The proportion
of the capital of the said Bank held by any Proprietor, whether held as shares
or as consolidated stock, shall be of the nature of personal estate of such
Proprietor. Shares in the
capital shall be transferable by endorsement to be made on the certificates
thereof respectively, under the hand of the Proprietor or his Attorney duly
authorized, which endorsement shall specify the name of the person or persons
to whom the said transfer shall he made, and consolidated stock shall be
transferable by a deed of transfer executed by the Proprietor or his duly
authorized Attorney, and in the form set forth in Schedule A hereto annexed.
Provided always that no endorsement of a share, certificate, or deed of
transfer of stock shall be effectual to transfer any interest in the share or
stock until such endorsement or deed of transfer shall have been registered at
the Bank of Bengal, and such registration shall have been noted on such
endorsement or deed of transfer under the hand of an Officer appointed for that
purpose by the Directors of the said Bank. Provided also that every transfer of
shares or stock by endorsement or deed of transfer as aforesaid shall be liable
to Stamp Duty as a transfer of shares under Clause 19 of the Schedule A to Act
XXXVI of 1860, or any future Act imposing a Stamp Duty on transfer of shares. The registered
Proprietors for the time being of the shares and stock into ?which the capital
of the said Bank shall he divided, and no other persons, shall he members of
the body corporate hereby continued, and the Bank shall not be bound or
affected by notice of any trust to which any share or stock may be subject in
the hands of the registered Proprietor thereof; and when any share or stock is
vested in more than one registered Proprietor, such Proprietors shall as
between themselves and the Bank, be considered as joint tenants with benefit of
survivorship. The shares and stock registered in the name of the
Governor-General in Council shall be deemed to belong to the Secretary of State
for India in Council. The business of
the said Bank shall be managed by nine Directors, of whom (so long as the
Government of India shall hold shares or stock in the said. Bank, or so long as
any such arrangement or agreement with, the Government as in Section XXIX of
this Act mentioned, which has been already entered into or shall hereafter be
entered into, shall remain in force) three shall be appointed and removeable by
the Governor-General of India in Council, and the remaining Directors, and in
case the Government shall cease to hold shares or stock in the side Bank and no
such arrangement or agreement as aforesaid shall remain in force, all the
Directors shall be elected and be removeable by vote of a general meeting of
the Proprietors. The persons who
at the time of this Act coming into operation shall he Directors of the said
Bank, shall continue to be Directors of the said Bank, subject to removal as
aforesaid and to the provisions hereinafter contained. Two of the six
Directors elected and to be elected by the said Proprietors shall in rotation
go out of office on the second. Monday in the month of December in every year,
on which day a general meeting of Proprietors shall be held for the election of
two Directors in their stead. Provided always that any Directors going out by
rotation as aforesaid shall not be re-eligible at the election which takes
place thereupon. Provided also that the rotation existing at the time of this
Act coming into operation shall continue to be observed. Clause 1. No
person shall he eligible or qualified to serve as a Director by election of the
Proprietors, who shall not be a Proprietor, in his own right and unincumbered,
of shares or stock to the amount of twelve thousand Rupees at the least of the
capital of the said Bank, or who shall he a Director or Agent or Manager of any
other Bank or Branch Bank within the Town or Suburbs of Calcutta, or who shall
be a partner of or managing agent for or shall hold a power of procuration from
any such Director, Agent, or Manager. No two
partners, &c., of the same, firm to serve as Directors at the same time. Clause 2. No
two persons who shall be partners of the same mercantile firm, or one of whom
shall he the general agent of, or shall hold a power of procuration from, a
mercantile firm, of which the other is a partner, shall he eligible or
qualified to serve as Directors at the same time. In case of the
death, resignation, or absence from Calcutta for more than three calendar
months, or disqualification under the preceding Section, or removal as
aforesaid of any Director elected or to be elected by the said Proprietors the
order Directors shall, within fifteen days after such death, removal, or
resignation, call a special general meeting of the Proprietors for the purpose
of choosing a successor to the Director so dead, resigned, absent,
disqualified, or removed, and such successor shall come into the same place in
the rotation abovementioned, in which the deceased, removed, absent, or
disqualified Director was. At general
meetings of the Proprietors, whether ordinary or special, every election and
other matter submitted to the meeting shall he decided by a majority of votes,
and no person shall he allowed to vote at any such meeting in respect of any
share or stock acquired by transfer, unless such transfer shall have been
completed and registered six months at the least before the time of such
meeting. At all such
general meetings, the Proprietors shall vote according to the following scale. 4 Shares of Rupees 1,000 each
or consolidated Stock amounting to 4,000 shall entitle to ???????????????? 1 Vote, 20 Shares or consolidated Stock
ditto ditto Rs. 20,000 2 Votes. 40 Shares or consolidated Stock
ditto ditto Rs. 40,000 3 Votes. 60 Shares or consolidated Stock
ditto ditto Rs. 60,000 4 Votes. 80 Shares or consolidated Stock
ditto ditto Rs. 80,000 5 Votes. 120 Shares or consolidated
Stock ditto ditto Rs. 120,000 6 Votes. 160 Shares or consolidated
Stock ditto ditto Rs. 160,000 7 Votes. and no
Proprietor shall be entitled to more than seven votes. Provided also that when
any share or stock shall be held by joint registered Proprietors, the
Proprietor whose name shall appear first in the Register as one of the holders
of such share or stock, shall alone be entitled to vote in respect thereof and
to receive notices as if he were sole Proprietor thereof. It shall he
lawful for the Governor-General of India in Council (so long as the Government
shall hold shares or stock in the said Bank) to give a proxy in Avriting signed
by one of the Secretaries to Government, to any person whom the
Governor-General in Council may appoint to attend any general meeting of the
Proprietors, and the holder of such proxy shall he entitled to give seven votes
upon all matters or questions that may he submitted to such meeting excepting
upon the election or removal of such Directors as are elected by the said
Proprietors. Any Proprietor
entitled to vote at any general meeting may give a proxy in writing, either
general or special, under his hand or the hand of his Attorney duly authorized,
to any other Proprietor, and such proxy shall be produced at the time of voting
and shall entitle the person, to whom it is given, to vote on such matters as
shall be authorized by, the tenor of such proxy. Proxies existing and in force
at the time of this Act coming into operation shall continue in force, anything
herein contained notwithstanding. At the first
meeting of the Directors in every year, they shall choose a President from
among themselves, and whenever the office of President shall become vacant,
they shall at their next meeting choose a successor for the remainder of the
current year, and during any vacancy or in the absence of the President, the
senior Director in rotation shall be Vice President for the time, and such
President or Vice President shall have the casting vote in all cases of an
equal division of votes at meetings either of Directors or Proprietors. The persons for
the time being holding the office of Secretary and Treasurer or of Secretary
alone, or of Deputy Secretary of the said Bank, are hereby severally empowered
for and on behalf of the Bank to endorse and transfer Government securities,
Railway shares, certificates and Bonded Warehouse warrants, and other documents
of title in goods standing in the name of the Bank, and to draw, accept, and
endorse Bills of Exchange, Bank Post Bills, and letters of credit, in the
current and authorized business of the Bank, and to sign all other accounts,
receipts, and documents, connected with such business. The seal of the
said Bank shall not be affixed to any instrument except in the presence of
three Directors, who shall sign then names to the instrument in token of their
presence, and such signing shall he independent of the signing of any person
who may sign the instrument as a witness, and unless so signed by three
Directors such instrument shall be of no validity. The Directors
for the time being shall have power to appoint such officers, clerks, and
servants, as may be necessary to conduct the business of the said Bank, and to
remove any officer, clerk or servant of the said Bank and to fix the solarios
of such officers, clerks, and servants. No person who
shall hold the office of Secretary and Treasurer, Deputy Secretary, Head
Accountant, or Khazanchee of the said Bank, shall directly or indirectly engage
in any other commercial business, either on his own account individually or
jointly with others, or as agent for any other persons, or act as a broker; and
every person appointed to any one or more of the said offices shall give such
security to the Directors for the faithful discharge of his duty as they shall
think sufficient. Provided that the security to be given by any Secretary or
Treasurer shall be for not less than fifty thousand Rupees. The business of
the said Bank of Bengal shall consist in lending on Government Securities and
shares in Railways the interest whereon shall have been guaranteed by
Government, and on goods, wares, and merchandize not of a perishable kind, in
drawing, discounting, buying, and selling Bills of Exchange, and other
negotiable securities payable in Her Majesty's Indian Territories and not
elsewhere; in granting Post Bills payable in Her Majesty's Indian Territories
to order or otherwise than to bearer on demand; in buying and selling gold and
silver bullion; in making investments in securities of the Government of India
or in loans or Bonds secured by the Imperial Parliament on the revenues of
India or in debentures of Railways guaranteed by the Government of India; in
receiving deposits; in opening cash accounts and credits; in transacting
pecuniary Agency business on commission; and in selling property or securities
deposited in the Bank as security for loans and not redeemed, or property or
securities recovered by the Bank in satisfaction of debts and claims. In addition to
drawing, buying, and selling Bills of Exchange and granting Post Bills payable
in India, it sball be lawful for the Bank to draw Bills of Exchange and grant
Letters of Credit payable out of India for the use of their Constituents in the
Agency Department, and to buy Bills of Exchange payable out of India for the
purpose of remitting funds to meet such Bills or Letters of Credit. It shall also
be lawful for the said Bank through their Directors, under any arrangement or
agreement with the, Governor-General of India in Council on behalf of the
Secretary of State for India in Council, to take over and transact any part of
the business of or hitherto carried on at the General Treasury (or in the
Department of the Accountant General at Port William), and to superintend,
manage, and become agents for the issue, payment, and exchange of Government
Currency Notes under Act XIX of 1861 (to provide for a Government Paper
Currency) or any Act which may hereafter be passed in relation to the Paper
Currency of the Government of India, and to pay the amount of such Government
Currency Notes in silver to the holders thereof on presentation and demand, and
the Directors of the said Bank shall have power from time to time to arrange
and settle with the Governor-General in Council as to the terms of remuneration
on which such business in relation to the General Treasury, Accountant General's
Department, and Government Paper Currency shall be undertaken by the Bank, and
also as to the examination and audit from time to time of the accounts and
affairs of the Bank on behalf of the Governor-General of India in Council. The Directors
of the said Bank shall not make any loan or advance on shares or consolidated
stock of the said Bank, nor on mortgage, or in any other manner on the security
of any lands, houses, or immoveable property or the title-deeds relating
thereto. The Directors
of the said Bank shall cause the hooks of the said Bank to be balanced on the
30th day of June and the 31st day of December
in every year, or at such other periods as shall from time to time he
determined by the Directors, and a settlement of the balance at every such
period signed by a majority of the Directors shall be forthwith transmitted to
one of the Secretaries to the Government of India, and the Governor-General of
India in Council (so long as the Government shall hold shares or stock in the
said Bank, or so long as any such arrangement with the Government as aforesaid,
which has already been or shall hereafter be entered into shall remain in
force), shall at all times be entitled to require of the said Directors any
information touching the affairs of the Bank and the production of any
documents of the said Bank, and the said Directors shall comply with every such
requisition. An account of
the profits of the said Bank shall be taken half-yearly on the 1st day
of January and the 1st day of July in every year, or at such
other periods as may from time to time be determined on by the Directors, and a
dividend thereof shall be made as soon/thereafter as conveniently may be, and
the amount of such dividend shall be determined by the Directors of the said
Bank, on the basis of the actual profits made by the said Bank during the six
calendar months preceding the day up to which such half-yearly account shall be
taken, provided that the said Directors shall in their discretion have power to
set a part such portion, of the said profits as they may deem expedient to be
added to the reserve fund against contingencies. On the 1st Monday
of the month of August in every year, a general meeting of the Proprietors of
the capital of the said Bank shall be held, at which the Directors of the said
Bank shall submit to the said Proprietors a statement of affairs of the said
Bank made up to the preceding 30th of June or to such other day
as may be determined on by the Directors. At the first
general meeting of the Proprietors of the Bank held after the coming of this
Act into operation, one or more Auditors for the current year may he elected by
a majority of votes at such meeting, and in like manner an Auditor may be
elected at the first general meeting of the Proprietors in each current year. Any three of
the Directors or any ten Proprietors of the said Bank may at any time convene a
special general meeting of the Proprietors upon giving fifteen days' previous
notice of such meeting, and of the purpose for which the same shall be convened
as well to the Directors of the said Bank for the time being, as also by public
advertisement in the Calcutta Gazette. It shall be
lawful for the Directors of the said Bank, with the sanction of the
Governor-General of India in Council, from time to time, to form business
agencies and to establish Branch Banks at such places as they may deem
advantageous to the interests of the Bank, with full power to the said Directors
to appoint during pleasure such agents, clerks, and servants and either with or
without local Boards of Directors or management and under such regulations,
restrictions, and conditions as to them may seem fit, and from time to time to
vary such regulations, restrictions, and conditions, and the said Agents and
other Officers shall give such seecrty for their good behaviour as the
Directors may require; and it shall also be lawful for the Directors from time
to time, under any arrangements or agreement's with the Governor-General in
Council on behalf of the Secretary of State in Council, to provide for the
conduct and transaction by any such Branch Bank or Banks of any part of the
business of or hitherto conducted at the local Government Treasuries and for
the superintendence, management, and agency of the local issue, payment, and
exchange of any Government Currency Notes, provided that such arrangements and
all regulations and directions given by the said Directors to the Agents or
Managers of such Branch Banks, touching the management thereof or the
description of business to be undertaken thereby, shall not contain anything
inconsistent with or contrary to the provisions of this Act, or of any
Bye-laws, Regulations, or orders which may be in force for the time being under
the 40th Section of this Act. It shall be
lawful for the Directors of the said Bank, from time to time, to enter into
negotiations for and to purchase and take over the capital, assets, and
business of any other Bank within Her Majesty's Indian Territories, of which
the capital is divided into shares, and to grant and allot to the Shareholders
or. Proprietors in such Bank in full of their respective right, title, and
interest in such capital, assets, and business a sufficient number of shares in
the capital stock of the said Bank of Bengal (which number shall be determined
by the Directors), and for that purpose to increase the capital stock of the
said Bank by the issue of such number of shares as may be so determined on. The
Shareholders or Proprietors of the purchased Bank to whom such new shares shall
be allotted, shall be Proprietors of the Bank of Bengal, and be in all respects
in the same position as if they had respectively subscribed and paid for the
shares so allowed to them. Provided always that the business so purchased shall
after the purchase be carried on by the said Bank of Bengal with, and subject
to, the several restrictions contained in this Act. If any of the
said Proprietors shall become indebted to the said Bank, it shall be lawful for
the said Bank to withhold payment of the dividends on the share or shares or
consolidated stock of such Proprietor registered as his own property, and not
as held in trust or as executor or administrator, until payment of such debt,
and to apply such dividends towards payment thereof, and after demand and default
of payment, and notice in that behalf given either to such Proprietor, or his
constituted agent or by public advertisement in the Calcutta Gazette, it
shall be lawful for the said Bank to refuse registration of the transfer of any
such share or shares or stock of such Proprietor, until payment of such debt,
and if the same shall remain unpaid for the space of six calendar months after
such notice, to advertise for public sale and to sell such share or shares or
stock or so many or so much as may he necessary, and to apply the proceeds
thereof towards payment of such debt, with interest at the rate of six per
cent, per annum, paying over the surplus, if any, to such Proprietor or to his
lawful representative. Where by the
death of any Proprietor his share or shares or stock shall devolve on his legal
representative, the Bank shall not be bound to recognize any legal
representatives of such deceased Proprietor other than a person who has taken
out Probate to the Will or Letters of Administration to the estate of such
deceased Proprietor from the Supreme Court of Judicature at Port William, or
who has obtained a certificate in respect of the estate of such deceased
Proprietor under Act XXVII of 1860 (for facilitating the collection of debts on
successions, and for the security of parties paying debts to the
representatives of deceased persons), describing such shares or stock, from a
Court of competent jurisdiction within the Presidency of Port William. It shall be
lawful for the Directors for the time being of the said Bank to make and pass
Bye-laws, Regulations, and orders for the good government, and in reference to
the mode of conducting the business of the Bank, and such Regulations and
orders from time to time to modify, rescind, and vary, and it shall further he
lawful for the Proprietors of the said Bank at any general meeting, whether
ordinary or special, to pass resolutions and frame and from time to time
rescind and vary Bye-laws and Rules for the direction of the affairs of the
Bank, and the same shall be binding on the Directors and Officers and on the
Proprietors of the Bank, until rescinded or varied at any subsequent general
meeting, provided always that no Bye-law, Regulation, or order, or alteration
or rescission of any Bye-law, Regulation, or order, whether passed by the
Directors or by the Proprietors at a general meeting, shall be of any validity
except in so far as the same shall be consistent with the provisions of this
Act, and shall be approved by the Governor-General of India in Council, such
approval to be signified in writing under the hand of one of the Secretaries to
the Government of India. In the
construction of this Act, words in the singular number shall include the
plural, words in the plural shall include the singular, and words in the
masculine gender shall include the feminine, except where the contrary appears
by the context. This Act shall
conic into operation on the 1st day of March 1862.Emigration
Act, 1862 [Repealed]
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