HL Deb 03 May 1927 vol 67 cc15-30

Order of the Day for the Second Reading read.

THE LORD CHANCELLOR (VISCOUNT CAVE)

My Lords, this is a Bill of considerable importance and some complexity and I am afraid I must detain your Lordships for some little time in endeavouring to explain its most important provisions. It is founded on the Report of a Committee appointed about two years ago by the Board of Trade and which was requested to review the whole field of Company Law and to propose any necessary amendments. The reference, therefore, was much wider than the reference to a Committee over which my noble and learned friend Lord Wrenbury presided and which made a valuable Report in 1918. The Chairman of the present Committee was Mr. Wilfrid Greene, a King's Counsel of great ability and experience of this branch of the law. The Committee produced a valuable Report and made a number of recommendations. Almost all those recommendations are adopted in this Bill, a few further proposals for reform being added to them.

Perhaps I may call your Lordships' attention to what I believe is a novel feature in Bills of this House. You will find noted opposite each clause of the Bill a reference to the paragraph of the Report of the Committee on which the Bill is founded, so that in reading the clause you can also refer at once to the reasons for the clause. Where you find a capital R with a number that refers to the paragraph of the Report; where you find the letters M.A with a reference they refer to a minor amendment and to the page of the Report on which the minor amendment may be found. It is unnecessary and undesirable that I should go through this long Bill clause by clause. All the proposals will no doubt be carefully considered by those who are interested in these company matters and all of them can be dealt with and, if need be, explained in Committee of the House. I propose to refer only to some of the more substantial proposals which it seems to me I ought to mention to the House in moving the Second Reading.

In doing so I shall have to call attention to some abuses and even to some dishonest practices which have crept in. But I desire at the outset to refer to a passage in the Committee's Report in which they express the opinion that cases of abuse are not the rule but the exception, and that, speaking generally, our Company Law has worked well and has been honestly used. The passage will be found on page 4 of the Report, where the Committee say this:— The system of Company Law and practice in force in England and Scotland has been gradually evolved to meet the needs of the community at large and the commercial community in particular. We consider that in general it fulfils this object in a highly satisfactory manner. It is a system well understood by those who have to deal with it, it has stood the test of years, and in our opinion should not be altered in any matter of principle except where alteration is imperatively demanded. That is a very wise and prudent conclusion. The Committee proceed in this way:— The evidence satisfies us that the great majority of limited companies, both public and private, are honestly and conscientiously managed. Cases in which fraud or lesser forms of dishonesty or improper dealing occur are comparatively few, and the public interest which such cases naturally arouse tends to divert attention from the vast number of honestly conducted concerns and to create an exaggerated idea of the evils connected with limited companies and their activities. If I may say so I thoroughly endorse that passage.

Let me mention first a series of clauses beginning with Clause 26 of the Bill, containing proposals connected with the offer of shares to the public, which are intended for the protection of the public against inadequate or misleading information. I will first take Clause 26. An undesirable practice has grown up in connection with the offer of shares for sale. As your Lordships know, the Companies Act of 1908 requires that when shares are offered by means of a prospectus the prospectus shall state certain material facts. If those facts are not stated or are not correctly stated persons taking shares on the face of that prospectus may be relieved of their bargain. That is a very stringent rule and to avoid the necessity of complying with it some people have adopted the device of allotting the shares of the company to an individual, with the intention that that individual shall offer the shares for sale to the public. In form, of course, the offer of sale is an offer to transfer the shares and not to allot them, and the rule as to prospectuses does not apply. But the transaction, when it is carried out in complicity with the company, is an indirect issue of the shares and the public should be protected in the same way as they are protected when the shares are offered by the company itself. What I say as to shares applies also to debentures.

To meet that device, as I have called it, we propose, in Clause 26, to enact that where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, the document by which the offer for sale to the, public is made shall for all purposes be deemed to be a prospectus issued by the company"— and the law as to prospectuses applies. And, in order to prevent questions, we propose to provide that, unless the contrary is proved, it shall be evidence that an allotment of shares was made with a view to the shares being offered for sale to the public if the offer for sale is made within six months after the allotment. That, I think, should put an end to the practice, and make sure that when this kind of device is adopted the person to whom the shares are offered for transfer with the complicity of the company shall have the same protection as he is entitled to in the case of an offer by the company.

Clause 27 is intended to meet other devices for evading the rule as to prospectuses. Sometimes shares are offered without any prospectus, sometimes on what is called an abridged prospectus. We propose to enact that no shares shall be offered unless the company issue a prospectus which complies with the law. Clause 28 is connected with the others. It proposes to extend the information to be contained in the prospectus by requiring it to state the profits made by the business, whether in the hands of the company or in the hands of the company's vendors, during the last preceding three years. No doubt, profits are usually disclosed, but sometimes they are not and it is only fair that the shareholders should have the right to be told what the directors know about the profits. I come to Clause 29. The existing Act requires a prospectus to state the minimum subscription on which directors may proceed to allotment; but directors sometimes specify a nominal sum, which may be only seven shares. The result is that subscribers may find themselves members of a company with onerous contracts and without sufficient funds to carry them out. It is now proposed that the prospectus shall specify the minimum amount which in the opinion of the directors must be raised by the issue of the shares offered to the public, in order to provide the purchase price of any property purchased, or to be purchased, which is to be defrayed out of the proceeds of the issue, and any preliminary expenses and commission that may be payable, and the working capital required. It is provided that the company shall not proceed to allotment unless the amount required for these purposes is subscribed.

Clause 32 refers to a matter upon which there has been some discussion. Your Lordships may know that the law at present forbids the issue of shares at a discount, requiring in every case that the nominal amount of a share shall be paid up in cash or in kind. That has been found inconvenient in practice; and when a company has carried on business and its assets have depreciated in value and the company desires to issue new shares, it is not unfair that these shares should be issued at a discount. This clause makes it lawful for a company if certain conditions are satisfied, but not otherwise, to issue shares in the company at a discount. The conditions are that not less than five years must at the date of the issue have elapsed since the date on which the company was entitled to commence business, and if the company has already issued shares of the same class as the shares to be issued, the market price of the shares of the class which have already been issued muse be of less than their nominal value and the price at which the shares are issued must not be less than the market price of the shares of the class which have already been issued by more than ten per cent. or be less than fifty per cent. of the nominal value of the shares. If the company has not already issued shares of the same class as the shares to be issued, the price at which the new shares are to be issued must not be less than the nominal value of the shares by more than twenty per cent.

The rule in the past has often been evaded by paying commission to persons subscribing for new shares. The Wrenbury Committee recommended that the law should be squared with the practice and that shares might be issued at a discount, not being more than five per cent. below their market price or value. At the same time they recommended that it should not be lawful to pay a commission to subscribers for shares except, of course, by way of brokerage or underwriting commission. The Greene Committee have accepted this recommendation but have substituted ten per cent. for five per cent. Clauses 32 and 33 deal with this matter. It is impossible, of course, to protect people against all kinds of fraud, but these clauses will, I hope, afford some protection to shareholders.

I would like now to refer to a clause which comes later in the Bill and is connected with the subject of the offer of shares to the public. I refer to Clause 85. A practice has grown up, though only lately imported into this country, of what is called share-hawking or, sometimes, share-pushing. A company is formed, sometimes outside Great Britain, and people are paid to go from house to house offering the shares or fractions of the shares, sometimes called units, to the people living in those houses. The offer is generally made to persons of small means and of no business experience. The shares are represented to be a splendid speculative investment, but in many, indeed in most, of these cases the shares turn out to be quite worthless and people lose money who can ill-afford to do so. Sometimes similar offers are made by circular. It is difficult to deal with every kind of fraud, but we must make some attempt to deal with this practice.

We propose therefore, (1), to prohibit house-to-house hawking altogether, and, (2), to require that an offer of shares in writing must be accompanied by a written statement containing certain essential particulars which your Lordships will find set out in subsection (4) of Clause 85. The person issuing the circular must tell people to whom he offers the shares whether he is acting as principal or agent, and if as agent, the name of the principal and an address in Great Britain where that principal can be served with process; the date on which and the country in which the company was incorporated, the address of its registered or principal office in Great Britain, the authorised share or stock capital of the company and the amount which has been issued, the dividends, if any, paid by the company on each class of shares or stock during the three financial years immediately preceding the offer, the total amount of any bonds or debentures or other similar obligations issued by the company, the names and addresses of the directors, whether or not the shares offered are fully paid up; and, where the offer relates to units representing a share or fractions of a share, particulars of the names and addresses of the persons in whom the shares represented by the units are vested. I think if those particulars are given in every case the shareholder will be safeguarded to a great extent. Due care is taken to pro tect bona fide offers from being hampered by these provisions.

Then there is a series of clauses dealing with going companies and intended to regulate or facilitate the conduct of their business. These proposals are somewhat technical and it will be enough for me to refer quite shortly to some which seem to me to be of general interest. A company is forbidden by law to purchase its own shares, but some companies get over this difficulty by lending money to be applied in the purchase of the shares by somebody else. This is prohibited by Clause 12. The modification of the rights of shareholders by a majority sometimes leads to complaint that the minority is unfairly dealt with. Clause 13 allows fifteen per cent. of the shareholders to appeal to the Court. Clause 14 allows the issue of redeemable preference shares to be redeemed out of profits only. Clause 21 refers to a special resolution. Your Lordships know that a special resolution has now to be passed by two meetings, first by a threequarters majority and then by a majority at the second meeting. Second meetings have been found to be useless, as there is hardly ever a case in which a second meeting fails to confirm a special resolution passed at a first meeting. This Clause (21) dispenses with the second meeting but requires fourteen days' notice of the first meeting.

Clauses 34 to 36 are intended to secure that proper books of account are kept and proper balance sheets prepared and laid before shareholders. Clause 43 extends the process of investigation of the affairs of a company by an inspector appointed by the Board of Trade. Clause 49 makes reconstruction, now an elaborate and expensive process, easier and less expensive by enabling it to be effected by an order of the Court, while Clause 61 gives the creditors of a company in voluntary liquidation an opportunity of intervening when the company is not shown to be able to pay its debts. Clause 62 enables the liquidator to disclaim onerous property. Clause 77 requires that the liquidator of a company shall be an individual and not another company. These are only samples of the kind of clause contained in the Bill, but I think they all represent useful reforms.

Lastly, I would refer to a series of clauses connected with the liabilities of directors and other officers of a company, which are intended to increase the security of all the shareholders of these companies. I begin with Clause 68, which provides that if a company goes into liquidation and proper accounts have not been kept the directors responsible, unless they show that they have acted honestly or ought to be excused, shall be liable to prosecution. Clause 69 provides a remedy against fraudulent trading by directors and increases the remedies against directors and officers who have been guilty of fraudulent trading. It makes these persons personally liable for the debts, and charges that liability upon any debts or obligations due to them and provides that a director who has been guilty of conduct of this kind shall be disabled for five years from being again a director of a company. Clause 71 provides for the prosecution of delinquent directors either by the liquidator or by the Director of Public Prosecutions and, in a proper case, at the public expense. It has often been found when, a director has been guilty of fraud that nobody will incur the trouble and risk of coming forward to prosecute and the guilty person escapes. In a proper case the Director of Public Prosecutions would intervene and the costs would be at the public expense.

Clause 72 is important. The articles of some companies contain a provision for exempting directors from liability for negligence or default or breach of trust, so that where such an article exists the director is not liable even for gross negligence but only where actual fraud on his part is proved. That is thought to be unfair to the shareholders. They often take their shares without reading or understanding an article of that kind. A director ought to be liable for gross negligence. Such a provision is often put in as a matter of course, but quite lately it has led to the result that directors who had been plainly guilty of negligence escaped responsibility altogether. It is proposed that such a provision should be void, but at the same time the Bill enables the Court to relieve from liability a director who, in the opinion of the Court after considering all the circumstances, ought fairly to be excused.

Then, Clause 74 deals with a question that has led to some discussion: that is, the right of the shareholders to know what remuneration their directors are receiving. They usually know what are the ordinary directors' fees, but many directors are remunerated not only by fees but by commission or by fees from some subsidiary company or in some adventitious way. It has been said that shareholders ought to have information of all these figures, but there is some objection to publishing all these figures to every shareholder of the company, because if that were done the result might be that some rival company would take one or two shares and obtain information about the company's business and perhaps seek to tempt the directors by an offer of larger remuneration. It is thought, and it seems to me to be right, that where a substantial number of shareholders—it says in the Bill shareholders holding not less than one quarter of the voting power—desire to have these particulars and make request for them, then they should be given. Clause 76 declares that no undischarged bankrupt shall act as a director of a company except with the leave of the Bankruptcy Court.

Those are, I think, the most important provisions of the Bill, or some of them at all events, and I do not think I need at this moment draw attention to any others. I think your Lordships will have gathered enough to know that the Bill proposes important changes in the law and is intended to give further protection to shareholders and persons to when shares are offered. I will only add that like all these Bills it proposes to legislate to a great extent by reference to existing Acts, and obviously there will be a strong case, if this Bill is passed, for consolidation. With that in view we propose, in Clause 103, that the Act shall come into operation on the appointed day and that the appointed day shall be such day not later than the 31st December, 1928, as His Majesty may by Order in Council appoint. If the Bill passes in that form it will give a period during which we shall be able to propose to the House a consolidating Bill which will link this Bill with existing Statutes and consolidate the whole law. I beg to move.

Moved, That the Bill be now read 2a.—(The Lord Chancellor.)

LORD PARMOOR

My Lords, the noble Viscount on the Woolsack has given a most interesting and in some ways a very exhaustive account of a very complicated Bill involving very serious and material changes in Company Law. He has pointed out that the Bill is really founded on a Report made by a Committee which was appointed in very wide terms under the Chairmanship of Mr. Wilfrid Greene. No one can read that Report, which has been presented as a White Paper, without seeing what extraordinary care, moderation and ability the Chairman showed in dealing with this complex subject. There are two matters in the Report to which I should like to call attention beyond the points which the Lord Chancellor himself mentioned in moving the Second Reading. The first of these is in paragraph 8. That paragraph says: Many of the suggestions made to us show that the idea that fraud and lesser malpractices can be stopped by the simple expedient of a prohibition in an Act of Parliament, dies hard. I think the suggestion referred to in the Report has not been entirely disregarded in some of the provisions which are contained in the Bill. Some of them do appear rather to point to the idea that "by the simple expedient of a prohibition in an Act of Parliament" all frauds of this sort can be stopped or stayed. That is not only inaccurate—I agree entirely with what is said in the Report of the Committee—but it may lead to the notion that a Bill of this kind has become what is called "foolproof."

There was a suggestion made by the Lord Chancellor which fills me with some alarm. Is it possible that this Bill, framed as it is—I do not know how many members of this House have endeavoured to read it through, but I have endeavoured to do so two or three times—can be adequately dealt with in Committee in this House? Speaking personally, I should have been quite satisfied had the Lord Chancellor told us that, in his view, the Bill adequately represented the recommendations made by this important Committee and that, as presented to the House, it was a Bill which, in his opinion, not only represented the suggestions of the Committee but was a proper Bill in every way and ought to be passed. I should accept a statement of that kind, but I certainly regard with some alarm the idea that a Bill of this kind can be adequately dealt with by the Committee of this House so that it can go forward as a suggestion coming from this House after full discussion.

Another suggestion is made in the Report. It says:— We desire respectfully to urge that if an amending Act be passed by Parliament it should be followed immediately by a consolidating Act. Constant reference has to be made to the Companies Acts by business men and the advantages of having the Statute Law embodied in a single code which can easily be referred to without the necessity for cross reference are obvious. It is obvious, if the Bill is to be understood or is to be capable of being understood, that a Consolidation Act should be passed before the provisions of this Bill become operative. I did not understand the view of the Lord Chancellor to go as far as that.

THE LORD CHANCELLOR

As to consolidation, Clause 85 would come into operation at once, but the remainder of the Bill would not have effect until an Order in Council is made, and we have no intention of advising the making of such an Order in Council until there has been time for the passing of a consolidating Bill.

LORD PARMOOR

If that is so it meets a great difficulty. If after this Bill has passed it goes to the Consolidation Committee, presided over by my noble friend Lord Muir Mackenzie, then by consolidation this difficulty of reference would be overcome or at all events greatly alleviated, and there would be one consistent code, so that not only lawyers but also business men would know how the law stood on these important points. There were one or two other matters to which the Lord Chancellor referred and it is very important to know what he considers to be subjects for consideration in a Bill of this kind. It enables us to direct our attention to the points he has indicated before the Committee stage is entered upon. I hope that before the Committee stage is reached there will be ample opportunity to consider the terms of the Bill, and that when it begins a communication will be made which will enable my noble Leader, Lord Haldane, who is, of course, a great authority on all subjects of this kind, to be present.

The three points referred to by the Lord Chancellor are all important. The first series of clauses he dealt with have as their object the protection of the public, and the principle he brought to our notice, a principle of great importance, is that, in whatever way shares are offered to the public, the purchasing public should have the same advantages as if they had a prospectus before them. He said that if allotments were made to an individual and those shares were then passed on to the public—which is one of the methods adopted—there should also be passed on to the public information in such a form that the public should have, in substance, the same information as must have been placed in a prospectus in order that it should be in legal form. He also referred to certain clauses which he said were clauses applicable to companies as going concerns. It is rather difficult to follow the proposals exactly but he told us that from his experience—and that is quite sufficient for me—it would get rid of a certain complication, because it has been found that the confirmation meeting is really a matter of form and is no material safeguard.

One series of clauses which I hope will be carefully considered is the series of penalty clauses. It appeared to me as I read them that they were severe. Whether they are too severe or not is a question that can be discussed at a later stage, but they are undoubtedly severe. I will take as an illustration Clause 67, which deals with offences by officers of companies in liquidation. It provides that if the official concerned (and I am not sure if this does not apply to directors) makes any material omission in any statement relating to the affairs of the company—and whether the omission is material or not is a matter of opinion which will have to come before the Courts—he is liable on summary conviction before two magistrates or, in the City of London, before two Aldermen, to a term of imprisonment not exceeding twelve months. Surely it is extremely harsh that, if an official omits a statement which he really thought to be immaterial but other persons thought subsequently to be material, he should be liable to a penalty of this kind.

THE LORD CHANCELLOR

The noble Lord has not noticed the proviso which appears at the top of page 57 of the Bill.

LORD PARMOOR

I shall deal with the proviso in a moment, but first let me finish the clause. There is a great variety of offences in the clause, and in all cases the offender is liable on summary conviction to a term not exceeding twelve months, and for some of them he is able to penal servitude for five years. Those are extremely heavy penalties and ought to be carefully considered. The proviso is as follows:— Provided that it shall be a good defence to a charge under any of paragraphs (a), (b), (c), (d), (f), (n) and (o), if the accused proves that he had no intent to defraud, and to a charge under any of paragraphs (h), (i) and (j), if he proves that he had no intent to conceal the state of affairs of the company or to defeat the law. The modification introduced by that proviso certainly has some bearing upon the complaint that I am making, but, after all, it is only a proviso. This liability remains and, if any official in the circumstances that I have mentioned desires to get out of that liability, I presume that the onus of proof will rest upon him; that is to say, he will be put upon his defence to prove, in accordance with these paragraphs of Clause 67, that he had no intent to defraud. I have the very greatest faith in the Courts, but this possibility of a sentence of penal servitude or of twelve months imprisonment on summary conviction involves a very heavy obligation, and, though the proviso brings in some mitigation, I do not think that it is a sufficient protection. I agree generally with what the noble and learned Viscount has said regarding the need of a sufficient penalty to deal with misfeasances, if I may use that expression, of this character, but I think these provisions are somewhat unduly harsh.

I have only one other observation to make. I entirely agree with the noble and learned Viscount on the Woolsack that a Bill of this kind, drafted in this way, must be made up of a series of references. The Bill, as it stands, is primâ facie almost incomprehensible, and when I say that I am speaking as a lawyer. It is made up of a certain number of recommendations, as they are called, and a certain number of what are described as minor amendments, but it is very difficult to draw a line between the two, and I noticed that the Lord Chancellor referred to one of these so-called minor amendments as a matter of importance in principle. From this side of the House the Lord Chancellor will have every support. We think that the Bill ought to be read a second time and we hope that in the subsequent stage something will be done to assist the House in a very difficult and prolix problem. I trust there will be no change in the view that, before the Bill becomes law, it should be consolidated with the existing Companies Acts. Generally, we shall support the Lord Chancellor in his effort to improve Company Law.

LORD HUNSDON OF HUNSDON

My Lords, if I rightly understood the noble and learned Lord opposite, he rather doubts the competence of this House to examine this Bill effectively in Committee, and I dare say that a good many of your Lordships share that view. In my judgment there is really only one class of person that is competent to deal with this question: I refer to the solicitors who practise in the City of London. Judges, and even barristers, really see the seamy side of life. They see the City Equitable case and things of that sort, but they do not see how the business of the City of London is conducted. The City solicitor knows all the tricks of the trade, if I may use that expression; he knows how business ought to be conducted and what weight should be attached to the objections raised by the noble and learned Lord opposite as to the heavy penalties that may be imposed on respectable people, and how far these people will be deterred from joining companies. I do not know whether I may venture to make a suggestion which I have already mentioned to the noble and learned Viscount on the Woolsack. The Law Society, as I understand, is considering this Bill at the present moment. Owing to the recess it has been able to hold only one meeting, but I believe a committee mainly composed of City solicitors is considering the Bill, and for my part I should very much like to hear the report of that committee before your Lordships take any further action in this matter.

LORD DANESFORT

My Lords, I do not know whether I quite understood the observations of the noble and learned Lord who spoke from the Front Bench opposite. I gather that he rather doubted the competence of this House to deal with this Bill in Committee. I do not quite know whether he advocated sending the Bill to a Select Committee.

LORD PARMOOR

I am very much obliged to the noble Lord opposite for his courteous inquiry. I suggested that this question should be left in the hands of the Lord Chancellor. I certainly indicated the difficulty of dealing with it in Committee, but I did not make the suggestion that it should be sent to a Select Committee. I felt that any suggestion regarding further procedure should come from the Woolsack.

LORD DANESFORT

I desire only to say that I hope that the Government will not take the course of sending the Bill to a Select Committee. After all, its provisions have been most carefully considered already by an extremely competent Committee which had every opportunity of inquiring into the matter very fully, and I am sure that the foundations of the Bill are perfectly sound. I have no doubt of the competence of your Lordships' House in Committee to deal with the Bill as it now stands. I have only one other point to make. I entirely agree with what was said by the noble Lord who spoke last, and who represents great commercial interests, as to the desirability of hearing the report of the Law Society before we proceed with this Bill. I think he said a very true thing when he said that gentlemen connected with the Bar, and even Judges, see very largely the seamy side of company life. When companies are really well and properly conducted they do not come before the Courts. Solicitors in large practice in the City of London see companies that are well conducted and they know the requirements of those companies perhaps better than those who are actively engaged in the practice of law, either at the Bar or upon the Bench. I hope, therefore, that the Lord Chancellor will accede to the suggestion that before this Bill goes to Committee we shall have the advantage vantage of reading the report of the Law Society on its provisions.

THE LORD CHANCELLOR

My Lords, the noble and learned Lord, Lord Parmoor, was good enough to say that if I told him that the Bill was in conformity with the recommendations of the Committee he would be satisfied with that assurance. I do say so quite frankly, but I do not expect the House to accept that statement as sufficient in itself, and I hope that members of your Lordships' House will take advice, if need be, and will present to the House any considerations that they may think proper in Committee. The noble Lord, Lord Hunsdon, has said with perfect truth that nobody is better qualified to judge a Bill of this kind than an experienced City solicitor. If he will look at the list of members of the Committee he will find the names of members of some of the best known firms in the City of London, and no doubt these gentlemen gave their best help to the other members of the Committee. Apart from that, I am glad to hear that they are considering the Bill in a committee of their own, and I will most gladly give any reasonable time to enable them to put forward their views before the Bill goes into Committee. I do not know what time your Lordships would think convenient, but I was thinking of putting the Bill down for its Committee stage for this day fortnight. If a longer term is required, I will, of course, do anything that your Lordships think proper.

I will add one word about the penalty clauses, to which Lord Parmoor referred. It is true that the offences committed in connection with liquidation are very carefully set out, and that the penalties imposed in the proper case are severe. Of course, when the Bill says "summary conviction" the person charged always has the right of going to a jury instead of being dealt with by the magistrates, and the proviso to Clause 67 makes it clear that a man is not to be convicted for an honest mistake: if the accused proves that he had no intent to defraud it will be a good defence to a charge. If your Lordships think that the clause requires modification, I should be glad to consider the matter between now and the Committee stage. I ought to have said that Clause 85 is intended to come into operation on the passing of the Bill, but the rest of the Bill only comes into operation after an Order in Council has been made, and certainly our intention is not to advise the making of an Order in Council until sufficient time has passed to enable Parliament to pass a consolidating Act.

On Question, Bill read 2a, and committed to a Committee of the Whole House.