Schedule AMENDMENTS OF THE 1982 ORDER

Section 3 (Incorporation of Companies Clauses Acts)

In subsection (1), after paragraph (c) of the proviso insert—

“(cc)

section 76 of the said Act of 1845 (which relates to the manner of voting) shall have effect as if the words “being shareholders” were omitted;”.

Section 7 (Application of Third Schedule)

In subsection (2)(a), omit “subsection (1) of”; after “from the owners)” insert “(i) in subsection (1)” and after “shall be omitted”, insert—

“(ii)

in subsection (2), after the words “water-rate” there shall be inserted the words “under section 55(2)(a) or (b)(i) of this Schedule”;”

In subsection (2)(d), in sub-paragraph (i) after “company” insert—

“and for the words “think fit” the words “think fit (not being provisions for liabilities or charges within paragraph 89 of Schedule 4 to the Companies Act 1985)””(^f1).

After subsection (2)(d), insert—

“(dd)

in subsection (1) of section 77 (which provides for a limitation on the balance carried forward):—

(i)

in paragraph (a), after the word “interest” there shall be inserted the words “(including any tax payable in respect of any such dividend)”;

(ii)

 in paragraph (c), at the end there shall be inserted the words “(including any tax payable in respect of any such dividends)”;”.

Section 8 (Capital and borrowing powers)

In subsection (3)(a), omit the proviso.

After subsection (3), insert—

“(3A)

Subject to subsection (3B), the Company shall take such steps as may be necessary to ensure that the amounts raised by borrowing on mortgage of the undertaking or by the creation and issue of debenture stock which are at any time outstanding do not exceed twice the aggregate of—

(a)

the sums raised by the issue of existing share capital; and

(b)

the amount of the Company’s reserves.

(3B)

With the consent of the Secretary of State, the Company may raise an additional amount by borrowing on mortgage of the undertaking or by the creation and issue of debenture stock not exceeding ten per cent. of the total on the relevant date of the sums and amount specified in paragraphs (a), and (b) of subsection (3A).”.

After subsection (8), insert—

“(9)

In this section—“the Company’s reserves” means the aggregate of any of the following amounts appearing in the Company’s last audited balance sheet—

(a)

any capital reserve;

(b)

any sum carried forward in accordance with section 77 of the Third Schedule; and

(c)

any amounts standing to the credit of any reserve or contingency fund established and maintained in accordance with section 76 of the Third Schedule;

“the relevant date” means the date on which the Company exercise the powers mentioned in subsection (1)”.

Section 10 (Temporary borrowing)

After “from banks or otherwise” insert “(including bills of exchange and promissory notes)”;

In paragraph (b), after “expenses” insert “(including the cost to the Company of redeeming any redeemable preference stock, redeemable debenture stock or debenture)”;

In the proviso, for “one million” substitute “two million”.

Section 20 (Meetings of Company)

In subsection (1), for the words from “on such day” to the end of the subsection substitute—

“and the Company shall not be required to balance their accounts or to make up a balance sheet half-yearly;

1. (b)

   the Company may by resolution at a general meeting at any time determine that the ordinary meetings of the Company shall be held in such month as the directors may from time to time determine and the Company may from time to time in like manner alter or rescind any such resolutions;

2. (c)

   notice of all general meetings of the Company (whether ordinary or extraordinary) may, if the directors so determine, be given by letter sent by ordinary letter post to each shareholder instead of by public advertisement:

   Provided that the letters shall be directed according to the registered or other known address of each shareholder, pre-paid and posted not later than 7 clear days before the date of the meeting;

3. (d)

   in proving that any such notice has been given it shall be sufficient to show that the letter containing the notice was properly addressed and posted as a pre-paid letter not later than the time hereby prescribed.”.