GEAR MEAT CO.

Dominion, Volume 13, Issue 138, 6 March 1920, Page 8

GEAR MEAT CO.

DISTRIBUTION OF PROFITS

INTERESTING RESOLUTIONS

Mr. W. H. Millward, chairman of directors. presided at an extraordinary general meeting of tho Gear Meat Preserving and Freezing Company, held at the offices of the company last evening. Thero was a fair attendance of local shareholders. Mr. Millard explained that the original capital of the company was out of ail proportion to its operations, and that it was now proposed to transfer some of t.he reserves which had accumulated over a period of twenty years to capital, and so bring down the dividends to something more in accord with tho spirit of the times. The company could never be nccused of profiteering, as it had sold lis products lower than any other company, and the retail price of meat had never been raised since the beginning of the war. On the motion of the chairman the following resolutions were then unanimously agreed to;— "That tho following clause .be added to the articles of association of the company, after Clause 87a thereof: —87b (1). The company may, immediately upon' or at any time or times after the coming into force of this article, by resolution passed in general meeting, capitalise any undivided profits of the company (whether standing to the credit of any reBurvc fund or not), and direct that such capitalised profits be appropriated by way of capital distribution to and amongst tlm members of the company who would have been entitled to sneli capitalised profits if t.hcv were distributed by way of dividend, and in proportion to thu amounts which would have been received by such members if such profits had been so distributed, and in satisfaction of their shares and interest therein: And may further direct that such capitalised protits bo used to pay up any unpaid liability on anv issued shaves of the company on behalf of the holders thereof, and (or) to put up unissued shares or stock of •the company of any denomination or denominations on behalf of any members of the company. (1!) The directors may settle any difficulties that may arise in regard to anv such distribution made by Ti'ay of paving up unissued shares or slock, and in particular mny issue fractional certificates and vest any such shares or stock in trustees upon such trnstß for all or any of the persons or corporations entitled to share in such distribution as tho directors may think fit. 13) The directors may appoint any person to fiiun a contract for allotment and acceptance on behalf of all or any of the said persons and corporations, and such appointment shall constitute the appointee their agent for the purpose of executing the contract." 1 "That the capital of tlio company be increased bv the creation o£ ndditrjiial CiiDital of tho amount of .£314,000, dwid* ed into 314.000 shares of .£1 each. "(1) That undivided profits of the comtianv. tfl the amount of X3(i8,0()0, be and the same hereby ars capitalised: And that such capitalised profits be appropria ted by way of capital distribution to and amongst the members of tho said company on the basis of X 4 for every XI paid up on their shares respectively; such distribution to be carried out by' paying un oil behalf of the holders of tho 9000 .£lO shares in the company the unpaid liability of .66 per share existing thereon, and by issuing to each of such holders ten shares of XI each in the said company (deemed fully paid up); and by issuing four shares of XI each in the said company (deemed fully paid up) to tue holder of each of the 56,000 fully-paid Bhares of .fit each: And that such distribution (whether made by paying up unonul 'liability or issuing shares as aforesaid) be in full satisfaction of the 6hfiros and interest of the members ot the comnunv in such «£368,00fl profits: And that X 314.000 of such ,£368,000 camtalised orofits he use.d to pay [j ie 00.000 and 224.000 new XI shares in the company on behalf of the members of the company to whom respectively they are to be issued as aforesaid: And that the 900fl shares of XlO each, on being fully Paid up as herein provided, be subdivided into 90,000 fiilly-pard shares of Xleaeh; (2) The said sum of X3<)B,oflo undivided profits is tc be taken as fo - lows:—From the reserve fund, X 200,000, from the marine, fire, and accident insurance reserve, XOO.OGO; from tho. undivided profits carried forward as on November 30. 191'J, .£58,000. •'That. Clause a of the memorandum of association of tho company. as_ altered •bv special resolution oi IflOO. bo further altered so a M° 'The capital of the company is .£400,000, in 400.000 -shares of .£1 each, made up as follows—Old XI shares,..£s6,OCfl, DOjWO XI shares on the subdivision of the 90W ,£lO shares. .€90,000; new XI shares, X314.C00. With power to increase or reduce capitnl by special resolution. "That the articles of association ot tno company be amended by .substituting in Article M 'the sum of XISOO iot the sum of X 9.10,' appearing therein. In moving the Inst resolution the chairmnn mentioned that tho nnmper ot directors was being increased to seven.