#THE BENGAL BONDED WAREHOUSE ASSOCIATION ACT
_______

##ARRANGEMENT OF SECTIONS
________

##SECTIONS. 

1. Incorporation. 

2. Power to sue and be sued, and to acquire, hold and transfer property. 

3. Capital Stock and shares. 

4. Registering of names of proprietors. Register to be open to inspection. 

5. Share-certificates. 

6. Transfer of shares. 

7. Proprietors of shares to be members of Association. 

8. First Directors of Association. 

9. Removal and election of Directors. 

10. Directors to go out by rotation. 

11. Election of successor, when Director ceases to be so otherwise than by rotation. 

12. [Repealed]. 

13. Directors to be residents of Bengal Presidency. 

14. [Repealed]. 

15. Adjournment of ordinary meetings. 

16. Extraordinary general meetings. 

17. Voting at general meetings Qualification for voting. 

18. Number of votes to which proprietors entitled. 

19. Votes of joint proprietors shares. 

20. Voting by proxy. 

21. Authority of Directors. 

22. Calls for share money. 

23. Interest to run on each call. Application of dividend in satisfaction of unpaid calls. 
 
24. Power to refuse to register transfer by defaulting proprietor. Power to sell shares to satisfy 
calls, and issue fresh certificates. 

25. Extension of Act 25 of 1836 to warehouses of Association. 

26. Power to give general security for payment of import and export duties. 

27. Rates for warehousing. 

28. Certificates of deposit, transferable by endorsement. 

29. Suits against Association. 

30. Joint Stock of Association. 

31. Individual members not to be liable. 

32. [Repealed]. 

33. Increase of Capital Stock. 

34. Option to original proprietors to subscribe in first instance. 

35. Provisions of Act to apply to additional Stock. 

36. East India Company to have right of pre-emption. 

37. Dissolution of Association by order of the Governor General in Council. 

38. Dissolution of Association by resolution of proprietors. 

39. Division of property on dissolution. 

SHEDULE NO. I 

SHEDULE NO. II 


#THE BENGAL BONDED WAREHOUSE ASSOCIATION ACT, 1838 

##ACT NO. 5 OF 1838

[14th March, 1838.]

1. **Incorporation.**—It  is  hereby  enacted,  that  the  persons  whose  names  appear  in  the  Schedule 
No. 1, hereunto  annexed,  shall,  from  the  14th  day  of  March,  1838,  form  a  corporate  body  for  the 
Warehousing of Goods, either in bond or otherwise, by the name of the Bengal Bonded  Warehouse 
Association.

2. **Power to sue and be sued, and to acquire, hold and transfer property.**— The said 
Association  shall  sue  and  be  sued  by  its  corporate  name,  and  shall  use  such  common  seal  as  the 
Directors  of  the  said  Association  shall  from  time  to  time  appoint,  and  may  acquire,  may  hold 
absolutely, may hold by way of pledge, and may transfer, any description of property whatever. 

3. **Capital Stock and shares.**— The sum of Rs. 10,00,000 subscribed for the purpose of the 
said  Association  by  the  persons  hereby  incorporated,  shall  be  the  Capital  Stock  of  the  said 
Association, and shall be divided into 2,000 shares of 500 Rupees each, and every one of the 
persons hereby incorporated shall have one share of such Capital Stock for every 500 Rupees which 
such person shall have subscribed.

4. **Registering  of  names  of  proprietors.**—  The  Directors  of  the  said  Association  shall 
cause  the  names,  additions,  and  places  of  residence  of  the  proprietors  of  shares  in  the  said  Capital 
Stock,  and  the  number  of  shares  held  by  each  proprietor,  to  be  registered  in  a  book,  and  the  said 
shares  shall  in  such  book  be  numbered,  beginning  from  No.  1,  and  such  book  shall  be  kept  at  the 
office of the said Association, 

**Register  to  be  open  to  inspection.**—and  shall  there  be  open  to  the  inspection  of  all  persons 
during the usual hours of business. 

5. **Share-certificates.**— A certificate signed by three Directors of the said Association shall 
be delivered to every proprietor of the said Capital Stock, and it shall be at the option of every 
proprietor  of  several  shares  to  receive  one  certificate  for  all  the  shares  of  such  proprietor,  or  one 
certificate for  each of  those  shares  or several certificates,  each  of  which  may  be  for any  number  of 
those shares.

6. **Transfer of shares.**— Any share or shares of the said Capital Stock may be transferred 
by  indorsement  made  on  the  certificate  for  such  share  or  shares  by  the  proprietor  of  such  share  or 
shares,  or  by  the  Attorney  of  such  proprietor  duly  authorized thereunto; provided  always,  that  such 
indorsement shall specify the name of the party to whom the transfer is made; and provided also that 
no  such  indorsement  shall  be  effectual  to  transfer  any  such  share  or  shares  until  such  indorsement 
shall  have  been  registered  in  a  Register  to  be  kept  for  that  purpose  at  the  office  of  the  said 
Association, and until a note of such registration, and of the date thereof, shall have been made on the 
back  of  the  indorsed  certificate  under  the  hand  of  an  officer  appointed  for  that  purpose  by  the 
Directors of the said Association.

7. **Proprietors of shares to be members of Association.**— Every proprietor of a share of 
the said Capital Stock, who shall cease to be a proprietor of such Stock, shall cease to be a member of 
the corporation created by this Act; and every person who shall become a proprietor of the said 
Capital Stock, shall become a member of the corporation created by this Act; and shall, in respect of 
his  share  or  shares  of  the  said  Capital  Stock,  be  under  the  same  liabilities  under  which  an  original 
proprietor of the said Capital Stock would be.

8. **First Directors of Association.**— The business of the said Association shall be managed 
by  six  Directors,  and Francis  Macnaghten,  Joseph  Walker,  Jasper  Ouseley,  Richard  Howe 
Cockerell, Alexander Colvin, Joseph Willis, and James Church, Esquires, shall be the first Directors 
of the said Association.

9. **Removal  and  election of  Directors.**— Every  Director  of  the  said  Association  may  be 
removed  by  a  general  meeting  of  the  proprietors,  and every  future  Director  of  the  said 
Association shall be elected by such a general meeting. 

10. **Directors  to  go  out  by  rotation.**— A  rotation  among  the  Directors  of  the  said 
Association  shall  be  settled  by  lot,  so  that  two  of  the  said  Directors  may  go  out  of  office  on  the 
Monday  following  the  15th  day  of  May,  in  every  year,  and on  the  Monday  following  the       
15th day of May, in every year, a general meeting of proprietors shall be held, at which two Directors 
shall be chosen, and that no Director going out by such rotation shall be capable of being re-elected, 
till the Monday after the 15th of May in the year next following. 

11. **Election of successor, when Director ceases to be so, otherwise than by rotation.**—
If any Director of the said Association shall cease to be a Director, otherwise than by the operation of 
the  rule  of  rotation  aforesaid,  the  Directors  of  the  said  Association  shall,  with  all  convenient  speed 
after  such  public  notice  as  is  hereinafter  directed,  call  an  extraordinary  general  meeting  of  the 
proprietors for the purpose of choosing a successor and such successor shall come into the same place 
in the rotation aforesaid in which the Director whom he has succeeded was.

13. **Directors to be residents of Bengal Presidency.**— No person shall be capable of being 
a  Director  of  the  said  Association,  unless  he  be  resident  within  the  Territories  subject  to  the 
Presidency of Fort William in Bengal.

15. **Adjournment  of  ordinary  meetings.**— Any  ordinary  general  meeting  of  the  said 
Association  may  adjourn  itself  to  a  future  day,  and  may,  on  the  day  to  which  it  shall  have  so 
adjourned  itself,  resume  its  proceedings,  and  transact  any  business  which  it  would  have  been 
competent to transact on the day when it originally assembled.

16. **Extraordinary  general  meetings.**— Extraordinary  general  meetings  of  the  said 
Association shall be held according to such rules as may be made for that purpose, in the Bye-laws of 
the  said  Association;  provided  always,  that  no  such  extraordinary  general  meeting  shall  be  held 
without a previous notice of not less than fourteen days, which notice shall be published in not less 
than two newspapers printed at Calcutta.

17. **Voting at general meetings.**— At General Meetings of the Proprietors, every election 
and  question  shall  be  decided  by  a  majority  of  votes;  and **Qualifications for voting**.— no 
proprietor shall be allowed to vote unless he be possessed of two or more shares of the Capital Stock 
of  the  said  Association,  which  shares  shall  have  been  registered  in  his  name  not  less  than  three 
calendar months before.

18. **Number of votes to which proprietors are entitled.**— At such general meetings, no 
proprietor  shall  have  more  than  eight  votes,  and the  proprietors  shall  vote  according to the 
following scale:—

2 Shares shall entitle to 1 vote
4 Shares shall entitle to 2 vote
6 Shares shall entitle to 3 vote
10 Shares shall entitle to 4 vote
20 Shares shall entitle to 6 vote
35 Shares shall entitle to 7 vote
50 Shares shall entitle to 8 vote

19. **Votes of joint proprietors shares.**— If more persons than one, being partners in trade, 
shall be joint  proprietors  of  two  or  more shares  of  the  said  Capital  Stock,  and shall  agree to  give a 
joint vote or joint votes, such joint vote or joint votes, shall be received in all respects as the vote or 
votes of a single proprietor would be received.

20. **Voting by proxy.**— Every proprietor entitled to vote at any general meeting may give a 
proxy  in  writing,  general  or  special,  limited  or  unlimited,  and  signed  by  himself  or  by  his  attorney 
duly  authorized  thereunto,  to  any  other  proprietor;  and the  proprietor  to  whom  the  proxy  is 
given, may vote on behalf of the proprietor who had given the proxy, according to the terms of such 
proxy.

21. **Authority of Directors.**— The Directors of the said Association shall have authority to 
expend the money of the said Association for the purpose of purchasing and erecting warehouses, and 
of warehousing and bonding goods therein, and to make and fulfil contracts for the said purpose, and 
to  appoint  and  remove  such  servants  as  may  be  necessary  for  the  said  purpose  and  generally  to 
manage  all  the  concerns  of  the  said  Association,  subject  to  such  rules  as  may  be  laid  down  in  the  
Bye-laws of the said Association, and to keep the seal of the said Association, and to use the said seal 
in the affairs of the said Association, provided always, that the said seal shall never be affixed to any 
instrument except in the presence and by the consent of three Directors, who shall sign their names on 
every such instrument in token of their presence and consent.

22. **Calls for share money.**— The Directors of the said Association shall have authority to 
call  on  the  proprietors  to  pay  such  instalment  or  instalments  as  shall,  together  with  the  instalments 
already paid, amount to a sum not exceeding 50 per cent. on each share; and 1* * * no further call shall be 
made,  except  in  consequence  of  a  vote  of  a  general  meeting  of  the  proprietors,  authorising  such 
further call; provided always that no proprietor shall be called upon to pay more in proportion to his 
share in the Capital Stock than any other proprietor. 

23. **Interest to run on each call.**— If any proprietor shall not pay any instalment which he 
is lawfully called upon to pay, in the manner described in the last section, on the day appointed for 
such  payment,  the  said  Association  shall  have  a  claim  against  such  proprietor  for interest on the 
deficient sum, after the rate of 10 per cent. per annum; and 

**Application  of  dividend  in  satisfaction  of  unpaid  calls.**— it  shall  be  lawful  for  the 
Directors of the said Association to apply, in satisfaction of such instalment and of such interest, any 
dividend due to such proprietor, placing every dividend so applied to the credit of such proprietor with 
the said Association.

24. **Power to refuse to register transfer by defaulting proprietor.**— It shall be lawful for 
the Directors of the said Association to refuse to register the transfer of any share belonging to any 
proprietor who shall not have paid such instalment and interest as aforesaid; and 1* * * in case such 
instalment  and  interest  shall  not  be  paid  within  two  months  after  notice  to  pay  the  same  has  been 
given by the said Directors to such proprietor, or to his attorney or attorneys duly authorised, it shall 
be lawful for the said Directors to sell by public sale the share or shares of such proprietor, to such an 
extent as may be sufficient to satisfy such instalment and interest, and to grant, upon such sale,

**Power  to  sell  shares  to  satisfy  calls,  and  issue  fresh  certificates.**—a  new  certificate  or  new 
certificates to the purchaser of such share or shares whereupon the former certificate or certificates for 
such share or shares shall become void, and if there be any surplus after such instalment and interest 
have been satisfied, such surplus shall be paid on demand to the proprietor of such share or shares, 
and  shall,  till  demand,  be  credited  in  the  books  of  the  said  Association  to  such  proprietor,  but  no 
interest shall run thereon. 

25. **Extension  of  Act  25  of  1836  to  warehouses  of  Association.**— All  the  provisions 
of Act 25 of 1836,  of  the  Governor  General  of  India  in  council,  relating  to  private  licensed 
Warehouses, shall be applicable to all Warehouses wherein the said Association shall receive bonded 
Goods.

26. **Power to give general security for payment of import and export duties.**— It shall 
be  lawful  for  the  said  Association  to  give  general  security,  by  bond,  under  the  seal  of  the  said 
Association, for payment of the full duties of importation on Goods, lodged in any Warehouse of the 
said Association, or for the due exportation of such Goods; and if the said Association shall give such 
bond, no security shall be required from any other party to the same effect.

27. **Rates  for  warehousing.**— The  Directors  of  the  said  Association  shall,  from  time  to 
time,  fix  the  rates  at  which  the  said  Association  will  Warehouse  Goods  and  receive  Goods  at  its 
Wharfs, and a  table  of  such  rates  shall be  placed  at  every  Warehouse  and  Wharf  of  the  said 
Association.

28. **Certificates of deposit, transferable by endorsement.**— As often as any Goods are 
lodged in any Warehouse of the said Association, the Secretary of the said Association shall deliver a 
warrant signed by him as such Secretary, to the person lodging such Goods, which warrant shall be, as 
nearly as possible, in the form set forth in Schedule II annexed to this Act, and such warrant shall be 
transferable by indorsement, and shall entitle any person to whom it may have been so transferred by 
endorsement, to receive the Goods specified in such warrant on the same terms on which the person 
who originally lodged those Goods would have been entitled to receive the same. 

29. **Suits against Association.**— All  suits  brought  against  the  said  Association  shall  be 
brought in the Supreme Court of Judicature at Fort William in Bengal and not elsewhere. 

30. **Joint Stock of Association.**— All the Joint Stock of the said Association of what kind 
or description soever, and all the Land, Warehouses, Messuages, Tenements, Hereditaments, Premises 
and  Property  acquired  therewith,  of  which  the  said  Association  shall  become  in  any  manner 
possessed, entitled to, or interested in, shall be held and enjoyed by the Proprietors thereof, and their 
successors respectively, as Personal Estate, or as in the nature of Chattel Interests, and not as, or in the 
nature of, Real Estate.

31. **Individual members not to be liable.**— In order to define the liability of Proprietors or 
shares,  and  to  save  harmless  themselves  and  their  respective  Heirs,  Executors,  Administrators, 
Representatives and Assigns, no Proprietor, his Heirs, Executors, Administrators, Representatives or 
Assigns,  shall  be  personally  liable  to  any  person  or  persons  whatsoever  by  reason  of  being  a 
Proprietor  in  any  event,  or  for  or  on  account  of  any  acts,  deeds,  contracts  or  liabilities  of  the  said 
Association,  or  of  the  Directors  or  Secretary  thereof  respectively,  or  under  or  by  virtue  of  any 
judgment or decree in any action or suit, but the party or parties having any legal or equitable 
demand or claim for or on the account last aforesaid, or having obtained such judgment or  decree as 
last  aforesaid,  shall  and  may  only  recover  the  amount  of  such  demand,  claim,  judgment  or  decree 
from and out of or to the whole extent of the paid up Capital, accumulated Funds, Lands, Messuages, 
Tenements, Hereditaments and Premises whatsoever and wheresoever, which may at the time belong 
to the said Association, or to which they may at the time be entitled.

33. **Increase of Capital Stock.**— It shall be lawful for the said Association to increase its 
Capital Stock; provided always that no such increase shall take place unless it be authorized by a vote 
of  two  extraordinary  general  meetings  of  Proprietors  specially  convened  for  that  purpose,  of  which 
meetings the second shall be held not less than three calendar months after the first.

34. **Option to original proprietors to subscribe in first instance.**— In the event of such 
increase,  the  Proprietors  of  the  original  Stock  shall  not  be  bound  to  subscribe,  but  shall  in  the  first 
instance  have  the  option  of  subscribing  for  the  increased  Capital  Stock  in  proportion  to  the  share 
which each has of the original Capital Stock; and so much of the additional Capital Stock as shall not 
be subscribed for by the said Proprietors of the original stock, within one year after the passing of the 
final resolution for the increase, shall be open to the public, and be sold, for the benefit of the said 
Association, by public sale.

35. **Provisions of Act to apply to additional Stock.**— All the rules laid down in this Act 
respecting  the  original  Capital  Stock  of  the  said  Association,  shall  be  applicable  to  any  additional 
Stock which may be subscribed in the manner hereinbefore described.

36. **East India Company to have right of pre-emption.**— If the said Association shall be 
desirous to dispose of any premises purchased by the said Association from the East India Company, 
the  said  East  India  Company  shall  the  right  of  pre-emption,  and  the  price  shall  be  fixed  by  two 
appraisers, the one named on the part of the said East India Company, and the other by the Directors 
of the said Association; and if the said appraisers shall not agree on a price, the price shall be fixed by 
an umpire named by the said appraisers.

38. **Dissolution of Association by resolution of proprietors.**—The said Association may 
at  any  time  be  dissolved  by  a  resolution  to  that  effect  of  two-thirds  in  number  and  value  of  the 
proprietors qualified to vote at two successive extraordinary meetings specially called for the purpose 
of  taking  into  consideration  the  expediency  of  such  dissolution;  provided  that  not  less  than  three 
months shall have elapsed between the first and second of such two extraordinary meetings.

39. **Division  of  property on dissolution.**— Whenever  the  dissolution  of  the  said 
Association shall be ordered either by the Central Government, or by a vote of the said Association, 
the  Directors  of  the  said  Association  shall  cause  all  the  property  of  the  said  Association  to  be 
converted into money, and shall divide whatever surplus may remain after satisfying the debts of the 
said Association among the proprietors in proportion to the shares which the proprietors have in the 
Capital Stock of the said Association; and after such distribution the said Association shall forthwith 
be dissolved.


###SCHEDULE NO. I 

###LIST OF PROPRIETORS OF SHARES 

R. H. Cockerell.
W. Barrington, Captain
W. Freeth, Captain.
W. Speir.
W. Martin
R. Speir.
T. Spier.
T. C. Robertson
James Colquhoun.
Ramdas Dey.
James Church.
Bonomalee Mullick.
Edward Harding.
A. Muller.
Henry Moore.
J. S. Brownrigg.
Charles Trebeck.
R. Watson.
J. Cockerell.
T. Bowring.
Mrs. B. Betty.
G.G.de H. Larpent.
J. W. Alexander.
Henry Mackenzie.
J. St. Pourcain.
J. M. Dove.
T.B. Swinhoe.
Adam Scott and Co.
Robert Swinhoe.
Holodhur Chowdry.
Gungapersaud Gossain.
A. Dobbs.
Charles S. Gover.
Ramchunder Seal.
John Watson.
K.B. Mackenzie.
J. Willis.
W. Earle.
D. Willis.
T. Willis.
J. Master.
Taraneechurn
S.R. Crawford.
Chatterjee.
T.A. Shaw.
G. Herklots, Junior.
W.A. Shaw.
F. O. Wells.
H. Walters.
C. Lancaster.
J. Innes.
G. C. S. Master, Lieut.
C. Lancaster, Trustee
W. Adam.
Trustees of Mrs.
for Mrs. Cornish's
Joseph Worthington.
Limond's Marriage
Marriage Settlement.
James Cullen.
Settlement.
George Dougal.
J.C. Palmer.
J. W. J. Ouseley,
John Richards.
A. Colvin.
Captain.
G.A. Prinsep.
Bruce, Shand & Co.
W. Ainslie.
G.W. A. Lloyd, Lt.-Col.
H. Cowie. 
T. S. Anquetil, Lt.-Col.
J. Ranken, M.D.
Charles C. Bruce.
W.H. Martin.
Brijobullub Doss &
Debnarain Day.
A. Irvine, Major.
Gocul Doss.
William Bruce, Trustee
W. A. Peacock.
A. S. Stopford.
for Mrs. Col. Lloyd.
J. A. Moore, Major.
A. Beattie.
W. Ryland.
T.W. Burt.
Wilson Frith & Co.
M. Hughes, Captain.
William Braddon.
G.C. Arbuthnot.
Annundchunder Mitter.
Francis Macnaghten.
A. Jackson.
J.A. Walker.
Carr, Tagore and Co.
A. S. Gladsone.
T. Hyde Gardiner.
W. Carr, Trustee for Mrs. Dick's Marriage Settlement.
J. Craigie, Lieut.-Col.
J.C. Owen.
J. Williams.
Doorgachurn Bose.
J.B. Higginson.
Rajkissore Lahory.
Robert Lyall.
Megnarain Roy.
Gourmohun Coondoo.
Moheshchunder Mitter.
Ramnarain Mookerjee.
S. Hornby.
Prawnkisto Doss.
Doorgachurn Mookerjee.
Hurrischunder Bose.
Conai Lal and Mukun Lal.
Gowrichurn Mookerjee.
Ramsoonder Mullick.
J. Rostan, Junior.
J. H. Rostan.
I.B. Biss.
J.S. Biss.
Rajchunder Ghose.
Radanauth Dutt.
Rogoonath Coonlo.
H. Barrow.
Madobchunder Sandell.
W. F. Gibbon.
Godadhur Mitter.
Dyalchaund Bysack.
Gopeekissen Paul.
Ditto for Mrs. A.G. Glass.
J. Cock.
H.F. King.
James Hill.
E. D'Cruz.
Goluckchunder Dur.
Luckinarain Day.
Ditto for E.B. Squire, Junior.
A. J. Sturmer.
W. Stacy.
W. Rushton.
T. Blechynden. 
Charles Lyall.
John Lyall.
David Lyall.
W.T. Dawes.
Boloram Day.
J. George.
Obhoychurn Mookerjee.
Mrs. C. Shelverton.
Bolychaund Bysack.
C. Shelverton.
Mrs. Sarah Moss.
Cassinauth Banorjee.
W. Barrett.
P.S. D'Rozario.
Colville, Gilmore & Co.
Hurrimohun Mookerjee.
J.D.'  M.  Sinaes, in Trust
Alexander Rogers.
Mohunchunder Ghose.
for Miss J.F. Speed.
J.H. Crawford.
A. Porteous.
Horrimohun Banorjee.
Gorachaund Bose.
Kistnomohun Seal.
J.E. Dunn.
J. Mackey & Co.
Hurrochunder Bose.
D. W. H. Speed.
James Mackenzie.
J.P. Marcus.
Rajkissen Dey.
P. J. Sarkies.
G. Collier.
R. Bird.
Mrs. Bruce.
Jomejoy Bhose.
Miss L.W. Bruce.
Joseph Bruce. 



###SCHEDULE NO. II

CALCUTTA BENGAL BONDED WAREHOUSE ASSOCIATION

I  do  hereby  certify  that…………………………  have  deposited  in  the  Warehouse  of  the 
Association  the  undermentioned  Goods………………………….  which  Goods,  the  Association 
engage  on  demand,  after  payment  of  rent  and  incidental  charges  and  Government  dues  or  customs 
chargeable thereon, to deliver to the said……………………….. or their Assigns, or to the holder of 
this warrant to whom it may be transferred by indorsement.

Secretary.

———