Wellington-Manawatu Railway Company.

Manawatu Standard, Volume IX, Issue 101, 1 April 1885, Page 2

Wellington- Manawatu Railway Company.

The fourth annual meeting of shareholders m the Wellington- Manawatu It ill way Company was held at the Chamber of Commerce on Monday, commencing at noon. The attendance was largo, about 50 shareholders being present. The chair was occupied by Mr J. E. Nathan, Chairman of Dircctois. The Chuirmaii m moving the adoption of '.ho report and the balance-sheet, said that daring the year the works upon which tho Company was engaged had progressed m a most satisfactory manner. Some difficulty had arisen, however, by tho arrival of some plant at a much earlier period than it was ordered, while other plant was late m arriving. The sale of the Company's land had not been so successful as had been anticipated. They submitted 20,000 acres, including the township of Linton, and only succeed iv disposing of £2000 worth. Those factors had greatly disarranged tho Quant ial arrangements of the Company, and the Board of Directors entered into negotiations with the Government with a view of obtaining assistance. These led to further negotions, which resulted m a proposal that the Company should sell the line to the Gorerument section by section, as it wa3 finished. On this subject lie should have to ask the meeting to extend to the Directors the confidence which it liad hitherto placed m them ; for the shareholders, as business men, would see that it would be very inconvenient to lay the whole details before them at present. The negotiations, ho might say, were as yet only m a preliminary stage; but the Directors would do nothing definitely until the opinion of the shareholders had been consulted, and everything would be laid before the shareholders. He would therefore ask the meeting to refrain froth discussing the matter at presint. What had baeu published iv tho papers, although substantially correct, was wanting- iu those dotails which would be essential to the I shareholders before forming au, opinion. The Board of Directors wan desirous that the shareholders should remember that the contemplated object of the Company, viz., the connection by rail of Wellington and Manawatu — would be 'accomplished, and the line, when completed, would be secoud to none m the Colony. The report ia as follows : — In presenting statement of receipts and expenditure aud balance sheet for tha past year, your Directors congratulate the shareholders upon the progress and amount of work done. There are now six miles of the Company's line completed to Johnsonville and connected with the Wellington terminus, and nine miles completed and connected with the Palmerston and New Plymouth Railway, being the sections numbered 1, it and 12, referred to m the contract between the Company and the Government : both portions are ready' for traffic. The contracts for forty eight miles intervening are well forward, and " a length of ten miles .onwards from Johnsonville may bo finished aud opened m three months. Only twonty miles of railway, of light formation, between Paikakariki and Otaki, remtin to be let. With ordinary vigor the line could bo opened throughout m about eighteen mouths. The full equipment of rails and rolling stock (with tho exception of cars for live stock and three engines for through traffic), are now m tho Colony. Sufficient rails and sleepers to complete to ■ Otaki from Pahnorston end, are placsd along the lino ready for use ; and sleepers are m stock to complete as fair Waikanae from this end. The balance sheet shows that the value of tho railway and plant according to expenditure, is £486,024 Is 10d, and thero is reason, to believe that the line dan be completed within the original estimate of the Engineer. Twenty thousand (20,000) acres of allocated land, and the towuship of Linton, with its suburban laud, are surveyed, arranged m sections, , are now ready, for .sale. The survey of ! 15,000 acres of of purchasod land and I township of Shannon is m progress and well m hand. Messrs J. E. Nathan, W. H. Levin andJ.Liutou are tho retiring Directors^ The first two gentleman are eligible for re-election and offer them- ; selves. Mr J. Linton does not seek reelection. Two auditors have to be appointed, and the enumeration for their services fixed. Messrs T K. Macdonald and Henry Kember, the retiring Auditors, offer themselves for re-election. Mr C. T. Richardson seconded the motion. Mr H. T. Wilson thonght it wa3 a great pity that on an occasion like this, when tho affairs of the Company were m a complicated position, tho Chairman understanding, as he must, the exact condition, did not give the why and the wherefore of the Company's affairs, instead of dwelling on generalities. He for one was no wiser than when he came into the room. The Chairman said the Directors took this view of tlw matter : They considered that m issuing a report and balancesheet th-y wore isjiiiu* to intelligent shareholders, and m those documents all details were given. He did not think for a moment that a gentleman m business such as Mr Wilson would ask him ,to waste time by going into details. This Company, he pointed out, was not like a joint stock company ; their work was the construction of a lino of railway 83 miles m length. Certain portions of that work were completed, and others were let to contractors, and tho work" being carried out to the satisfaction of. the Company's Engineer. Ho hoped they would not consider this a trading Company. Mr C. T. Richardson said he might be classed with the unintelligent shareholders, but he ebould like. to get some information about the transactions m Cape debentures by the London Board. The Chairman pointed out that was explained m the Auditors' report, m which it was. stated • :■?-" We desire to call the attention of the shareholders to the sum of £8570 appearing on the credit side of the balauce-shcet, as an asset und*r the heading ( Investtneut by the Loudon Roard.' This appearato be au*unanthorised expenditure of Cape debentures by, the London Board of Directors, and as *ueh a transaction is clearly contrary to the powers vested m those gentlemen, we desire that the fact should be specially noted." The Directors could only presume, Mr Nathan continued, that the London Board thought it wise to make an investment of certain moneys which must lie iv London for some time. In any case, tha transaction had boon made without the sanction of tho Wellington Board of Directors. | The motion for the adoption of the report was then put and carried. FURTHER CALLS. The Chairman moved a resolution enabling the Company to make shilling calls to the extent of 6s. Mr ,G. V. Shannon seconded the motion. Mr A. W. Brown J "Where is the necessity to pass such a resolution as that ? • The Chairman explained that the power proposed to be given m the resolution was already held, but the Company's solicitor •thought it desirable that a motion such a,s the one now before the meeting shonld bo passed. Mr Brown said it appeared to him ! that no matter how much information tha shareholders -wanted, they would only gab just as rnaob, a,* the Directors chose to give them. He wantoJ to know whether the reiolution already passed by the Company, .authorising the ,

calling up of £1 per share, was illegal ? If so, he should, of course, be glad to vote for tho motion. The Chairman thonght he had an. ewered the question very plainly. He had already explained that the articles of association rendered the motion absolutely necessary. The question had arisen whether or not the Company should make the calls, arid the solicitor of the Compony had advised that this resolution should be passed to obviate the difficulty. The legality of the Directors making calls m the past had not been questioned, and they only asked the Company to formally sanction what they had already authorised by a different, manner. He did not know whether he had succeeded m making matters plain. Mr Brown : No, yon have not. I wanted to hear your answer Yes or No to the question. Are the calls previously authorised legal ? Mr Nathan : I have told you before. Mr Brown : Yes, I know you have told me before, but — — Mr Nathan said it was utterly impossible to say yes or no to a question such as that put by(Mr Brown. The Directors, having considered article 6, had come to the conclusion that it would be desirable for the Company, and not the Directors, to make calls as a part of the business meant to be transacted by the Company. A doubt having been cask upon the reading of the clause, the Directors thought no harm could come from the motion. The resolution was then pat and oar* ried. LAND SALB. Mr Wilson asked what the expenses were m connection with the recent land sale. ' The Chairman said] he understood something under i>7oo.- The. money had not been thrown away, ; as a number of applications had been, received since for the land. Mr "Wilson : Thank you, sir,' for your information. That is the class of information I should like to have heard m your opening remarks. INCREASING CAPITAL. The Chairman said he had, m speak* ing that morning, said very few words, and had been very discreet m what he did say. The exigencies of the position, indeed, demanded discreetness. The swnae might be said now m bringing forward, as he did, a motion to increase the capital of the Company. It might be ar. gued that as they were about to sell the line it would not be necessary to increase their capital, but it was necessary that they should be prepared for any failure m the negotiations. He moved — That the Company, m general meeting, hereby modifies the conditions contained m its memorandum of association, pursuant to authority conferred by article 23 of the articles of association, to the extent following : — That is to say, the Company sanctions the increase of the capital of the Company by the creation of 100,000 additional shares of L 5 each, suoh additional shares to be disposed of m the manner directed by, and subjeot to, the provisions of the said artiole 23." Con. tinuing his remarks, Mr Nathan said the Board was unanimous m the opinion that it was very desirable, m the interests oi the shareholders, that this motion should be passed. He had already told them that negotiations had been entered into for the purchase ot the line, bat it had been considered proper that the agreement arrived at should be submitted both to Parliament and the shareholders of this Company for approval. It was quite possible that either body would disapprove of the arrangement, and the Directors conceived that the best way to meet such a contingency was for the shareholders to give them power to increase the capital of the Company, at such times as it might be found desirable. They asked to be credited with every desire to benefit the shareholders. The sale of the Company's land had re* suited m such a manner as to surprise him, as well as the other Directors, who had been very careful m estimating the value of the land, and had eren then reduced the price of each section. Share, holders would readily understand that this had greatly interfered with the financial arrangements of the Company ; m fact, they were placed m suoh a position that they had to get outside assistance. They got together a few of the largest shareholders to whom the Board and the shareholders generally were greatly indebted for their liberality m coming forward. Those gentlemen had taken upon themselves the direct liability of £61,000 for the purpose of protecting the interests of the Company, and that amount would, at any rate, be sufficient to carry on with until Parliament and the shareholders either rejected or approved the project. Should the agreement not be carried out, then the Directors would require something like .£200,000 to carry on with. He was disinclined to build up any hopes of'getting anything from the land. They asked the shareholders to place the Board m the position of having enough oapital to carry on the affairs of the' Company till the conclusion of its work. Of course, m the event of Parliament agreeing to the proposal, it Would be unnecessary to get the money, but it was desirable that the Company should be prepared. Mr Harcourt seconded the motion. Mr A. W. Brown thought the shareholders were hardly ready for such a proposal, and suggested that it should be postponed. Mr C. T. Richardson agreed with the last speaker. It was only within the last few days that he had heard of the capital being raised. Mr D. T. Stuart thought it was not for them to say that this question should be postponed. The position of the Company was a grave and critical one, and the least they 'could do was to aid the Directors m a proposal which could do them no harm and might do them a great deal of good. - The Chairman said he had already stated that it was' found * absolutely necessary for the Directors • and a few shareholders to become personally responsible for some The Directors considered it essential, m the interests of shareholders, that the resolution should be passed, at once. : They wanted to' be independent, «md to be m a position to carry on the Company's affairs properly. If it was postponed, the shareholders would be doing a great deal of mischief, and they o'ould not do any harm by oarrying it. Mr Izard thought it would be well before the motion was put to consider whether it was legal. He was with the Directors, but he was of opinion that a special motion would have to be proposed m the matter. He suggested an appeal to the Solicitor. Mr Travers, being appealed to, said he did not. carry the law of England m his pocket, and he should like to consider the question. The resolution was put and carried, one dissentient voice being heard. The Chairman : Who said "No ?" Mr McCarthy said ha had said " No. 1 * He objected to the principle of the Directors m bringing such a matter forward without due notice to the sluieholdera. The Chairman said dun notice had been given to each shareholder. Mr McCarthy replied that he had not received notice. He demanded a poll. Mr 'Macdonald : Is it not a pity, sir that a poll should be taken m a matter upon which the shareholders seem to be unanimous ? The motion was again put and carried. The requisite number of shareholder* having supported Mr McCarthy, the Chairman announced that the poll would be taken on tho day to bo fixed for tbt election of Directors.

Mr Harcourt moved a vote of thanks to the Secretary, Mr Wnllacs, and the officer^ of the Company for tho manner m which they had conducted the affair of the Company. The Chairman heartily supported the motion, remarking that Mr Wallace was to the Company more like a general manager than a secretarj\ The motion was put and carried unanimously. Mr Kirkcaldie moved a vote of thanks to tho Directors, who, ho said, had pro ved that they were then thoroughly capable of carrying on the affair's of tho Company. This was seconded by Mr A. W. Brown, carried by acclamation. Mr Nathan having returned thanks on behalf of the Directors, the meeting terminated.