THE FINAL MEETING.

Dominion, Volume 2, Issue 460, 19 March 1909, Page 7

THE FINAL MEETING.

MANAWATU RAILWAY. '■■'•. OVER £200,000 FOR SHAREHOLDERS. CHAIRMAN'S INTERESTING -REVIEW. ". The 28th and last annual meeting of the Wellington and Manawatu Railway Company, Limited, which was hold at noon yesterday in the Chamber of Comriierco, was attonded by some 50 number which was commented upon by one of those present as tho largest'within his memory. Mr. John Kirkcaldie (chairman of directors) presided.' The report and balance-sheet, which have been published, were taken 5s read. -"',/'' CHAIRMAN'S ADDRESS. ■The Chairman said: "Gentlemen,—To-day your directors'have to present to you for your consideration and adoption their final report and balahcejsheet "of the operations of the Wellington'and Manawatu Railway Company. The balance-sheet has already been in your hands for some days, but following my usual custom, I ..would briefly refer to the principal items .wbrthy of your attention. '.;''' I Railway Account. ''TTou will observe that the gross traffic, loss expenditure, amounts to the sum of <*.b8,154 12s. Sd., for the period ending December 6, 1908. This sum compares more than favourably with , the balance shown in ' last year's statement, which amounted to .£62,150 17s. 6d., for a full year's operations. Charged against this sum we have the amount of debenture interest paid, £8500, as against .£34,000, to which, however, r»nst be added interest paid to the New Zealand Government (,£1775 6s. 10d.), and to the • Bank of New Zealand (£4262 18s. lid.), making i- in all a total interest charge of ,£14,538 ss. 9d. You-will notice that this year there has been, ■no, appropriation, made for the maintenance of the. line and. contingencies acconnt, but with this exception there has been little.variation in the.items charged against the railway account requiring special comment. The not balance' brought forward to the balance-sheet from this account amounts to .£57,964 3s. Bd. Land Account. 'T'he.gross profit on land sales, rent, interest on deposits, and interest on mortgages, amounts to.-£11,528 Bs. Id., from which is to be deducted land charges, rates and taxes, totalling .£2754 4s.' lid., leaving a balance available for the bal-ance-sheet of £8774 3s. 2d. .'-.' .-.'•■ Receipts and Expenditure, "Turning to this account, wo find that.after allowing for all outgoings we have cash balances ...in Wellington and London totalling £130,400 Ss. Id. * , ; , Balance-sheet "Assembling all theso figures in tho balancesheet,- and turning first to the assets of the company, yon will observe that, we still have • freehold lands at Thomdon taken in at • balances duo by land purchasers on mortgage £26,284 4s. Id., deposits and accrued interest J36.542 16s. 10d., Wellington Corporation debentures'iDTCO, which, together with the cash balances already referred to* £430,400 Bs. Id., make , the totdl assets £513,187 9s. The only liabilities that we have to meet, other than the share capital, are 'sundry creditors, ,£6203 Bs. 4d.,' including the amount set apart for payment of taxes, and contingencies; aud the estimated cost of,liquidation is sot down at £2000. You will no doubt have noticed in the press that in accordance with the terms embodied in the Wellington and Manawatu Railway Purchase Act, tlio-i payments made by the .Government, £500,000 aud £415,000, were effected in London, thus enabling us to meet our debenture capital, and also to provide sufficient funds to meet tho , distribution of our assets to our London shareholders without incurring the cost of remitting: In all £700,000 rf the purchase money was .required in London, and as the cost of remitting ' this money by cable would have been not less '"•""Ks. per oent., wo profit, to the extent of :, £5250 by the arrangements made. .' A Further Dividend, v "Your directors have bean actively ergaged during the past six months in endeavouring to realise the remaining assets of the companv, so that n first and final payment might bo made as soon as the company's affairs were placed in-the hands of. tho .liquidators. The unfavourable condition of the money market has provented our efforts in this direction meeting with success, bnt we are hopeful that, odjo these remaining assets are handed over to tfte liquidators, it will not lie long before their .. realisation will be effected. The position as - Disclosed by the balance-sheet warrants'tho aunoiuicpment that an early distribution by the liquidators of 55s per share should be made, and provided the remaining assets of tho company (consisting, as I havo already pointed out, of i sections of land at Thomdon, unpaid pur- • chase money secured on mortgage, and a parcel City debentures), can be realised upon satisfactory terms, a further divideiit of 4s. 6d., or possibly 55., per share may be looked for. (Applause.) I '''■■• Taxation. "I think it will be of interest to shareholders to'learn that during the company's existence the Government and local bodies have received'no less a sum than £140,424 10s. lOd. in rates and taxes.' . ' Lands, "The total sales of land amount .;-.- Rural lands, 242,801 acres ... £276,000. (Part acquired by the company for cash and part granted by the Government to assist the construction of tho line.) ': Township lands, 1703 acres ... £C5,0C0 ■; '•' Total ... ' ... ... ... £342,000 '•' involving the laying o and subdivision of eight townships. • i- Shareholders. "The number of original shareholders still reiaining shares in the company ha 3 been publicly referred to on more than one occasion, and, after carefully comparing the. share regis- ' ' ters, I am very gratified to find that there are still -a great many who have retaiued,their con- . fi'dence in the ultimate- success of the.railway. The number of shareholders on tho Wellington . and London registers - amounts to six Hundred - and thirty-three. Of these, three hundred and seven are original shareholders, and many of . them have increased their holdings since their original applications for shares were made. Tak- . ing into consideration moneys. paid to shareholders to date, and assuming that the liquj- - datbrs distribute 55s per share, shareholders will have received an average dividend equal to 121-per cent, per annum upon their money invested at simple interest, and assuming that a further 4s. 6d. or ss. per share be paid, the investment will be equivalent to 131 per cent, per annum, since the final call. was paid.

The First Chairman. • "As this is the last opportunity I shall have 'of'addressing you, I should like to include in. my, remarks a briof retrospect of the duties performed by the various chairmen under whoso direction. the operations of the company have been carried on. In'referring to these gentlemen it is in their respective character as tiie mouthpiece of the successive boards of directors who lave bean associated with the company. Mr. J., E. Nathan, first chairman of the company, was elected in August, 1881, and continued in office'until June, 188/. Tho difficulties, that presented themselves in tho early history' of the company required the services of an able and capable business man, and tho magnitude of the task he undertook can scarcely bo.realised to-day. The formation of the' company was undertaken in the face of adTerse reports from the hands of tho Royal Commission appointed to' inrestigate the desirability of proceeding with the construction of the line, and with a great scarcity of money available for investment in industrial enterprises of any kind. There were no less than lour issues of shares, and as Mr. Nathan states in ona of his annual addresses, the troubles that arose in the company's early'history were largely due to the fact that tho company was not floated with a capital of a million instead of five hundred thousand. Continued and etrenuons efforts mark Mr. Nathan's labours during the first four years of this work, but in.the end he had the felicity and satisfaction of seeing the'last spiko driven and the service 'commenced, which has since far exceeded tho most sangnino expectations of himself and his colleagues on the Wrd. (Applause.) As chairman'o£ the company he placed before shareholders the first statement of receipts and expenditure after the completion of the ! lino, at the annual meeting in 1887, and he was able to. announce at this meeting that the rovenuo from December 1, 18S6, to February 28, 1887 (12 weeks.and six flays) was £11,793 16s. 2d._ During thisiyear personal affairs took Mr. Nathan to Loudon, where he finally decided to settle He wan appointed one of the London agents, in. conjunction with Mr. Ernest Buffer, and Mr; Joseph Wethered, a position which ho occupied for four years. .' Later Chairmen. • "It fell to tho late Mr. Vf. H. Lovin to take the seat vacated by Mr. Nathan, which ho occupied from June,. 1887, to May, 1888. He was one cf the company's first hoard of directors, and was regarded as one of the main props of tho young company. As a mombor of Parliament and a nromi'nent citizen he inspired

•both tho shareholders and genera] public with confidence, and his resignation (duo to private business and his then state of health) was accepted by the directors with the greatest regret. Mr. T. G. Macarthy, tho next chairman, held office from May, 1858, to April, 1902, and during the fourteen years ho acted m this capacity devoted oloso attention to the company's affairs. As tho result of the prudent and conservative policy he laid down, the company was lifted to a positiui of financial safety, from which it has never since relapsed. When Sir. Macarthy took the chair, the company s bank overdraft amounted to £25,750 Is. 3d.— when ho vacated it ho had not only extinguished this but had nccummulations in hand in cash balances and deposits amounting to .£67,361 is. 2d. (Applause.) Shareholders have to thank tho same gentleman for tho strenuous and continuous efforts he made in advocating the company's claims to the balance of allocated lands which had not bean handed over to the company by the Government in accordance with tho original contract. In his address to shareholders in 1885 he stated that the value of those lands amounted to .£30,000, and it was uot until he had exhausted every expedient to secure fair treatment for the company, including the petitioning of Parliament and negotiations with successive Ministries, that ho was ultimately forced to accept £5339 in full satisfaction of. the claim. When' 1 succeeded Mr. Macarthy, in April, 1002, the affairs, of the company and of tho colony in general wero in a very prosperous condition. The policy adopted by previous chairmen for the conduct, of the company's affairs had proved itself both sound and .successful, and as I followed on the same

lines as they laid down, my duties in connection with tho position of chairman have been of- a lighter and more honorary character than those of my predecessors. . I have had the satisfaction of witnessing year by year a marked increase in our revenue, and during my term of office have had the ajsistanco of a united and harmonious board of directors, so that I can honestly say that my occupation of the chairmanship of the Wellington and Manawatu Eailway Company has afforded me both interest and pleasure. Officers and Staff. "It is again incumbent upon ma to refer to ; the valued and consistent services which have been rendered to tho company by Mr. Hannay, Mr. Marchbejiks, and the officers and staff as a whole. The absence of any serious accident during the company's active operations speaks eloquently for tho good management of, and attention to, details devoted to the service by all those who were called upon to carry any portion of the. responsibility devolving upon them for the so to running of the railway. (Applause.) ' Your directors unanimously resolved to mark their appreciation of the good feeling that ha?. at all time existed between the staff aud themselves in a substantial manner, and it was decided that on the termination of the company's active operations an additional week's pay should be given to all of the company's employees whose length of service exceeded one year and did not' exceed five; a fortnight's additional pay to all whoso length of service exceeded five years and did not exceed twelve; whilst those having exceeded the twelve years' term were rewarded by an additional four weeks' pay. (Applause.) Special payments have been made to Messrs. Hannay, Marchbanks, Cook (accountant), and Harold (London secretary) in recognition of faithful and invaluable services rendered to the company, and 1 these, with the moneys distributed amongst the general staff, total noarly ,£BOO9. (Applause.) This sum has been taken from special accimulations ( of previous years which your directors put aside for this purpose. The number of men employed by us on December 6 was 382, all of whom, except Messrs. Hannay and Marchbanks, have been taken over by the Government Railway Department. To tho London agents we also extend our acknowledgments o£ all the care and attention they hive given to tho company's business. -Finally, I desire to place publicly on record my unqualified thanks to my fellow directors for their encouragement and generous assistance' during my term of office. I now brg 'o itu.ve the formal adoption of the reiwrt and balancesheet."

SPEECH BY MR. D. J. NATHAN. Mr. D. J. Nathan, in seconding the motion, said that it had been his privilege to move the adoption of the first balance-sheet of the company. Ho referred briefly to the sentimonU which were naturally felt on the occasion of the winding-up of a company which had achieved so much for the city and district, and had been so profitable to its shareholders and directors, and affirmed that the services rendered by Mr. Kirkcaldio wore not less than those by previous chairmen. (Applause.) A great deal 'of,-the success,/,?? t.he;.company was attributable to the time and attention bestowed upon its affairs by Mr. T. G. Macarthy, during his chairmanship. The directors had been par-ticularly-fortunate in securing the services of Mr. Haunay, Mr. Marchbanks, and Mr. Cook, without whom they could hardly have achieved such marked success. The company had had all the facts prepared to go to arbitration over the purchase of the line by the Government, and the whole of that work had fallen upon the senior officers. Luckily, the work had been thrown-away, but he .thought the great efforts of those officers in connection with it should not he forgotten. The chairman had said that the shareholders would have ,£3 per share. He (the speaker) remembered a discussion in that room, not many years ago, as to what the shares wore worth. The then chairman said 28s. por share was his estimate after a careful .calculation, but the late Mr. John Plimrucr joined issue with him and named .£3 10s. as his own estimate. This showed how some of tho old pioneers wero able to anticipate the future, for Mr. Plimmer's estimate had been almost realised. He would have been quite right, if tho company had received all tho lands to which it was entitled, and the ten per cent, which some of them considered should have como to it under the Act, under which tho railway was built. Tho directors, however, with the approval of the shareholders, did not push that claim. In addition to the previous chairmen mentioned by Mr. Kirkcaldio, they should recognise the support given in the past by other leading citizens, such as Mr. Izard, Mr. J. B. Harcourt, Mr. Johnston, and Mr. Tolhurst. Very great, and—at the time—much-needed assistance had been given by an institution how defunct—the Colonial Bank. (Hear, hear.) Money was then scarce, and confidence almost as scarce, and the affairs of the company were in an almost parlous state, but the support of tho Colonial Bank enabled the company to tide over its immediate difficulties, and sot it on the road to pi-spority. (Applause.) The report and balance-sheet wero unanimously adopted. / ■', THE DIRECTORS. fiabbi , Van Staveren moved a resolution chunking' the present and past directors of tho company in New Zealanu and its agents in London for their unique services to the company and the Dominion, and awarding the present directors and London agents an additional honorarium of 0C250 each. The mover warmly eulogised the services of the directors, and recalled the fact that the English shareholders' had passed a resolution recommending liberal recognition of their work. Tho officers anil employees had had a bonus, and ho considered that Mr. Kirkcaldio had in his modesty unduly belittled his own services to tho cpmpauy His term of office of five years had not been at all in the nature of a sinecure. Of course, it was open to any shareholder present to submit that .£250 was not a largo enough additional honorarinm for the directors and "agents, and he would not be surprised if an amendment in that direction were moved. The motion was seconded by Mr. W. Archer. Mr J Hurley asked whether the chairman s forecast'of a further dividend of 4s. 6d. or ss. per share would be allected by the proposed payment. The Chairman: No. . Amendments. Mr W. Littlejohn said he was disappointed that'no reference had been made to the ,£3OO incident Ho thought that tho directors who participated in that transaction should receive so much less of any honorarium now to bo distributed, so that those, who refused to participate in the transaction referred to should not bo losers thereby. Ho moved an amendment to that effect. The amendment was not seconded. Mr J B Harcourt moved to give the seven directors and the three London agents £1000, to lie divided among them as they thought he. Hb stated that this purpose had the approval of tho directors. (Applause.) This was seconded by Mr. K. lait. A Plea for Generosity. Tho Hon. T. Kennedy Macdonald, M.L.C., speaking as one who had been connected with the company from its inception, said ho trusted tho meeting would be unanimous in whatever conclusion it came to in regard to an honorarium for the directors. Ho was quite sure Wellington peoplo were proud of the Manawutu Railway and the way it had been managed, and he thought they should recognise nil that had been done for it during a quarter of_ a century, and should, on that closing occasion, act towards the directors with tho same kindly spirit that had been shown in the case of the officers and staff. He would like to suggest to Mr. Harcourt that it would be better, and in better taste, to support the vote proposed by Mr. Van Staveren. What was thcro in being particular about a few pounds in a matter of that kind? The services of the directors in making arrangements with tho Government whereby arbitration had been avoided, and a good round sum received as purchase money, had saved the shareholders probably

Tho brains and judgment they had brought to bear upon tho situation constituted a claim upon the shareholders for, not only a kindly, but a generous and, he might say, a wholesale policy towards the directors and the London agents. He thought it would be bad taste not to carry out in its entirety what had been suggested by the mover of the resolution. (Applause.) Mr. Harcourt said that, after listening to Iho last speaker, he would have great pleasure in withdrawing his amendment. He would not ■have moved it had ho not been assured that it had tho approval of the directors.. He endorsed every word that had been said\by Mr. Macdonald as to the value of the services rendered by the directors. (Applause.) With the consent of the seconder, the amendment was withdrawn, and the motion granting to each of the directors and London agents £250 each was unanimously carried. Tho chairman returned thanks on behalf of himself and his fellow' directors. . THE AUDITORS. , Mr. William C. Stephens, in moving that tho auditors (Mr. H. Kember aud Mr. D. T. Stuart) be granted an additional remuneration of £250 each, said that, although tho remuneration tho auditors had received lately had been adequate and just, it must lie remembered that for many years they performed their duties tor the .sum of 50 guineas and 75 guineas per annum, which was much below the value of their services. Mr. Kember had occupied his position for more than a quarter of a century. Mr. Stuart for 16 years. The. motion was seconded by Mr. F. W. Haybittle, and after some discussion as to whether the amounts should be differentiated in proportion to tho length of service of the two auditors, it was carried unanimously. Mr. Stuart, in returning thanks, said it was his intention to adjust the honoraria to the length of their respective term 3 of office by sending a cheque to his colleague. He,also thanked the present and past officers of tho company—specially mentioning Mr. W. .C. Stephens, Mr. Cook, and Mr. Smith—for tho assistance they had given to the auditors. THANKS. Votes of thanks to the directors and the auditors were also passed unanimously. Mr. W. M. Hannay (secretary and general manager), in acknowledging the letter, thanked the directors for the support they had given him, and spoke of the pleasant relationships which had always existed between the chairman and his predecessor (Mr. T. G. Macarthy) and himself. The last 15 years spent in the service of the company had been, though strenuous, perhaps the best and happiest years of his life. FINAL ARRANGEMENTS. Tho.meeting then resolved itself into an extraordinary general meeting. The following.resolution, passed on February 22, was confirmed :— That the Wellington and Manawatu Railway Company, Ltd., bo wound up voluntarily. Mr. John Kirkcaldie and Mr. W. M. Hannay were appointed liquidators. Mr. Kirkcaldie announced that the first distribution of money would take place on Wednesday next, when something like £200,000 would be distributed in Wellington. There was £270,000 on the AVellington register. Mr. Hannay asked shareholders who had not yet sent in their share certificates to do so at once.. On' tho motion of Mr. D. Jones, secondc/l by Mr. Bucholz, £1030, in addition to expenses, was assigned as the remuneration of the liquidators.