TARANAKI PETROLEUM COMPANY.

Taranaki Daily News, Volume LII, Issue 240, 16 November 1909, Page 3

TARANAKI PETROLEUM COMPANY.

SHAREHOLDERS' STORMY MEETING. MR. BERRY AND THE DIRECTORS. THE LATTER SECURE AN ADJOURNMENT. There was ui attendance of about a hundred and twenty shareholders yesterday at the third annual meeting of the 'i'aranaki Petroleum Company, Limited. la the absence of the chairman (Mr. .1. J. Craig, ot Auckland,) tlie meeting appointed Dr. C. Prendegast Knighy, ot Wellington, to the chair, upon the motion of Messrs P. X. Kingswell and C. E. Bellringer. the chairman, upon taking 'his' seat, invited a free, fair, and frank discussion of any troubles affecting tlie company. ANNUAL REPORT AND BALANCESHEET.

Dr. Knight tiion read and moved the adoption of the report and balance-sheet as already published. Mr. J. C. Davidson seconded. He commented on the fact that no mention was made in the report of tlie necessity for re-election of auditors. Mr. J. J. Elwin was the next speaker. He said that, of course, it was lairly well-known that he had given notice to move a vote of no-confidence in the local directors. He asked blie chairman whether hk>' criticism of the balance-sheet should be taken now or when moving iiis motion.

The chairman advised Mm to proceed with his criticism now. Mr. Elwin, in introducing his scries of questions concerning the figures appearing in the balance-sheet, said that at the last annual meeting he had been tofd that he who "KNEW LEAST TALKED MOST." Well, on this occasion he knew nothing, but was asking for in!urination. \\hy was it that some of the caedi was in the Bank of New Zealand and some iu the Post OHice Savings Bank?— Answer, small sums in the P. 0. S. B. earned interest. Money in the current account at the other bank did not. Mr. Elwin wanted to know who were the sundry debtors owing £lll 10a lid. Mr. Kingswell, one of the directors, protested against the waste of time that was going on. It was ridiculous, to keep on asking these irrevelant questions. Mr. Elwin would keep them there for a week, it seemed. Mr. Elwin said lie was here to thrash the matter out. Eight months ego the shareholders had -been Mulled, but this time ticy were determined to iiaoorer whether the management was satisfactory or not. If the investigation proved satisfactory they would express their confidence in the directorate; if not, the would move a vote of noconfidence.

Mr. Elwin, in answer to queries received replied that £157 worth of calls in arrears had been written off since the preparation of the balance-sheet, anil the shares forfeited. A considerable amount of the £615 due to sundry creditors (shown in the liabilities) was in connection with the late fire and was included in the item "Loss by fire, £345 (te lid," charged in the working account. Mr. Elwin ridiculed tie idea, and said the couldn't understand how we auditors could pass such a balance- ] sheet.

i In answer to a question as to what casing had been bought, and how it had been used, the chairman told Mr. Elwin to go to the works and find out, protesting at the same time against Mr.

TIME-WASTING TACTICS, and expressing his opinion that the information disclosed in the balance-sheet ■was ample. (Cries of "No" from Mr. Berry and others: "Yes" from the other side of the hall). Mr. Elwin said the balance-sheet was open for discussion, and he was going to have the matter cleared up. The chairman regretted that no stock account had been kept to show what tools they had, and where they were; but promised this would be done.—The £IOO owing for oil was in respect of "good marks."—The cost of the bores had to be placed as an asset in a concern like this. They couldn't balance the accounts without adopting that course. It would be a useless asset, of course, if the company were being wound up, but he trusted there would be no winding up yet. —Information as to the amount of wages expended on the various bores could be obtained at the company's' office by any shareholder. (Mr. Elwin complained that shareholders hadn't time to do that, and were entitled to get the information in the balance-sheet). Mr. Elwin then complained of the great loss sustained by the company in allowing options to lapse.—Options arc being renewed on more favorable terms. MR. DAX. BERRY.

Mr. Berry, sitting on Mr. Elwin's left, rose amidst applause. He declined an invitation to mount the platform, saying "I'll come up there in due course, but not now."

Mr. Berry complained of the amount debited to Xo. 1 bore. What had been done wiUi the money ? The chairman: You ought to know. You were chairman. (Applause). Air. Berry said that according to Mr. Simpson the bore was working a very short time, yet £367 18s 4d had been deoited to the bore; for what! jin 1007 only £285 18s 7d had been spent there.

Mr. Berry turned to Xo. 2 bore, stating that of the £4059 shown as the cost of the bore £1339 had been spent from 1908 to 1909, although it had been shut down from 7th November, 1907, to August 24th, 1908. At No. 3 bore, there had been spent altogether £5724, or about the cost of three complete bores. Of this about £4710 had been spent since June, 1907. Added to this, No. 1 bore Jiad been stripped of nearly everything moveable, and No. 2 ot nearly all the tools for No. 3. No. 4 bad been stripped of nearly all its belting, spools, etc. These were taken alter Hie fire, and had not been rep-a-'ed. From No. 5 everything- had been taken, even the iron off the roof, the engine, etc. No. 3 bore should have been debited TritE the cost of all these tilings. Mr. Kingswell: Did ;ou adopt that course when you were chairman, Mr. Berry 1 Then followed an exchange o" rm.iplinicnts.

Mr. Berry went on to complain that the tores were not in as good order now as in June, 1907. For instance, at that time Xo. 1 was going five barrels a, day. Look at the state of it now. At No. 2, thanks to himself, things were in decent order. At No. 3, matters were not etiiisfactury. it was claimed that ■water was shut off here, but it wasn't, and it never had been.

Mr. L. Keith (in charge of No. 3 J>ore): I beg your pardon, Mr. Berry; it is. The well is absolutely tight. You couldn't send some of your men over to show us how to do it, could you? (A brief pa-ssage-at-arm-s' was checked by the chairman). Mr. Berry criticised the action of the directorate in abandoning No. 4 well because a streak of sand was struck. He gave Mr. Keith ever credit for his work at the Bonithon bore, where lie had sunk to 3000 feet Failure to get oil was no fault of his.' No. 5 bore was a complete rain, but had been in good order- when he (Mr. Berry) left the directorate. The directors had spent in fill some £18,7(10. What was there to Bhow for it? The No. 3 bore had bee-i driHed about 38 feet deeper, and had they allowed Driller Henchman to go deeper Be would have found the or that Mr. Simp-oi dropped on. Tie oi, was there. Thee was no merit in dropping on its I)-!, there was in bringing it to'' the tnp A deep well pump had' lieen o]-1.; e.i for this bore, but it was thrown i: i.ji! and that taken from No. 2, which also was lying on the surface, and he understood the bore had been shut down for some days. Such a itate of affairs might be satisfactory to the directors, but it was not satisfactory to tAe shareholders. (Applause). The motion for the adoption was put and carried.

Mr. Berry complained that the chair-

»an had. not called for a contrary opinion, and called for the chairman to put the motion again. This Dr. Knight firmly declined to do. MUCH ABOUT I.LTTJ.E. Mr. Berry demanded « poll on the point, alleging partiality on the part of the chairman: Hie chairman: 1 have put the resolution and declared it curried. Upon referring to the articles of association I find that you have no right to demand a poll. Mr. Berry: You find yourselves in a tight corner, and you don't know how lo get out of it That resolution was ne.ver carried, and I demand a ipnll. Mr. Khvin: If yon don't do that it means that we have come here on a fool's errand, and we are going to he Huffed agiiin. If the shareholders are going to stand that the sooner the company is swept into the sea the lictter. ', Messrs. W. If. Skinner. S. Teed, and C. E. Bates (Kaponga). rising in different parts of the hall, assured the chairman that they had not heard what he

said in putting the motion, and were unaware that it was being put. Mr. Elwin moved that the chairman leave the chair, and that Mi'. 11. Okcy, M.P., be appointed chairman. He added that he was not there to be bluffed, and the shareholders were not going to allow strangers to shut their mouths this time as had been done at the special meeting. Mr. Kingswell: I liclievc you are a | candidate for the directorate— I

Mr. Berry. That lias nothing to do with it.

Mr. Kingswell questioned whether the tactic- adopted suggested Illness lor the position of director. Mr. J lines Wilson didn't know and he didn't care who the chairman-was, but he was taking an unwarrantable liberty with tlie meeting. If the chairman hail a spark of honor lie would retire a-id let someone else take the chair. The chairman said that when the motion was put he was quite sure that more than half those present were in I favor of it.

Air. Bransgrove moved that the motion be put again. Mr. Knight announced the next business. Air. Elwh: What, ARE YOU SO COWARDLY that you daren't put the motion again? The chairman: I've given my decision, and yon are bound by it.' ] mil a person appointed by yon 'all as chairman, to say whether the majority voted in favor or not. (Dissent, loud ,and long.) Air. Berry: Now are you satisfied? The chairman: I'm quite satisfied that my decision was right. Business was resumed amidst a chorus of applause and hisses. Mr. Elwin then moved that the meeting be adjourned, and that no further business be taken until this foregoing dispute had been settled.

OUTSIDE CAPITAL SPEAKS. Mr. Kingswell uumcdiaLeiy seconded. For once, lie said, lie was aulc to support the mover, lie (Air, Kingswen) nad come to this meeting as representing his own and other Auckland sliareuoiders, but he hadn't a single proxy, nor had he asked for one. Dr. Knight was here representing Wellington capital. Doubtless he would come back to a further meeting representing that capital. He himself was a large shareholder, with 10U0 shares, and he, too, represented other capital, lie was pleased, he repeated, to support tue mover, who had taken th« words out of his mouth, lie had come here for the sole purpose of carrying out a promise j made in June last that Air. Henry would be made a director of tne company. He was stauding 'himself, but had been prepared to resign his seat, if necessary, to give Mr. Berry a seat. Mr. Berry had come to the meeting armed with' proxies, including a lot irom Wellington. lie.had come here with one end in view, one idea, and it was a fallacious one. He (the speaker) had supported mrm last time he was down, but he was sorry to say he couldn't do so any longer. He assured the meeting that he had the interests of the company at heart. Its welfare was his sole consideration in taking the step he was now taking, and be was not inlluenced by personal feelings. This matter was of vital importance to bhe district and to the company. That morning he had sent an uigiiit wire to Wellington, and he would ask .Mr. Berry whether or not he had during the past hour received a telegram from one of those for whom he held proxies. He had asked his Wellington friend to communicate with Mr. Berry.

Mr. Berry had not received the wire. Mr. Kings'well continued. When he came here at the special meeting to support Mr. Berry it had been in the belief that the latter was a much-in-jured man, but he was sorry to say that Mr. Berry had overstepped the mark. lie would not impute any bad motive, for he knew that Mr. Berry believed he was working in the best interests of the company. He had met that kind of man before—thev all had. But Mr. Berrv had

OVERSTEPPED THE MARK. He was too enthusiastic. He had got an idea that no one's opinion was any good but bis own. As a matter of fact, much of Mr. Berry's present criticism reflected upon his own management. Now, he claimed to have some idea, of the management of public companies, although he wasn't conversant Willi all this local bickering and quibbling that had been going on. It was nothing ho re nor less than quibbling. Let them go to a meeting of the Hank ot New Zealand shareholders ill Wellington and question the balance-sheet as they hid done here that day. Or let them go to Auckland and do it in any company meeting up there— Mr. Berry: It's done every day. Mr. Kingswell: Mr. Berry was "king of the wall;," having proxies enough to carry the meeting.

.Mr. Berry: How do you know that? Mr. Kingswell-. From my position as a director. And, further, you told me yourself at a personal . interview". (Laughter.) Mr. Berry: I didn't—

Mr. Kingswell: I 1 tried to argue with you once. Mr. Bevvy. 1 won't try again. (Laughter.) Continuing he said that at the last meeting Mr. Berry had taken up a stand which he could not legally maintain. So he Jia<l succeeded in clfecting a compromise believing that the results at Xo. 2 would be so satisfactory that there would be no squabbling at this meeting. They all knew that there were squabbles only in time of trouble. He hadn't seen a line of the newspaper controversy that had been going on. Not a soul had sent him a word of it. In June last .Mr. Berry had taken good care to let him know everything. Mr. Berry: Didn't you ask me not to write?

Mr. Kingswell suggested that Mr. Berry was twisting the incident. What happened was that he had undertaken to get a pump made for Mr. Berry, who had written him at great icngth, and ■forwarded plans and sketches from time

to time. Having placed the order with Messrs'. A. a-ad T. Burt, and Mr, Berry's correspondence still coming, he had written to him suggesting that he should forward any further communications to the firm that was making the pump; at which businesslike letter he seemed to have taken offence. Mr. Kingswell i said he would like to sec the motion altered so that the meeting should

ADJOURN TO JANUARY. (Cries of "Xo.") His' idea was to give outside shareholders, whose proxies were held by Mr. Berry, an opportunity of discussing the position. Mr. Berry had taken him and all the outside capital by surprise by what lie had proposed to do to-day. If they had the interests of tlie company at heart they would agree that it was not advisable to make it a one-man show. He was not used to being the fifth wheel in the coach. The shareholders recognised, of course, that they must have outside capital, and it would be an evil day when Mr. Berry were allowed to carry the drastic and arbitrary resolution he proposed to do. Dr. Knight and himself, both large shareholders, had discussed the matter that morning with Mr. Berry in his own office, and the latter had informed then he was not going to support the speaker for a seat on the directorate,

but was going to support the gentleman sitting on liis right (Mr. Elwin). But if the other directors resigned 'their positions as a consequence of the vote of no-confidence, then Mr. Berry would get him on to the directorate. But the Wellington and Auckland shareholders were not going to support Mr. Berry

blindly. In January they could hold a special general meeting, and lie and all the other directors would resign. Then they could have a fresh board, and they could all go up for it. Further, Mr. •Simpson would vacate his post as manager upon the motion for adjournment ilreing carried. A voice: Good thing for the company, too.

Mr. Kingswell said he would' tell them what led to the difference between 'him-

self and Mr. Berry. His) special purpose on his last visit ted been to arrange for Mr. Berry's test at No. 2, and lie had fought for it upon Mr. Berry's assurance, personally and publicly Riven, that lie would .make the well produce 20 lands ,1 day. offering, despite warnings to he ea.reful. to forfeit C2 a day in the event of his not reaching tliat quantity. That had a great deal to do with Mr. llerrv getting the support of the mil side shareholders'. Mr. Berry had failed in Ids undertaking. Then he | wrote lo Mr. Craig concerning his deposit, it having lieen previously guaranteed hy Air. Craig that the penalty would mil lie enforced. Mr. Craig advised Mr. Merry to .pay the money in to the directors, and he strongly 'recom-! mended Ihe directors to hind theni- - elves to return it. Mr. Berry, as an honorable man and as an ex-cliainnan of the cimipnnv. .should have paid the CMS and left the question of its return to the directors or to the shareholders, lie should (have heen /quite nrepaml lo hive left, it at (hat. "I say lliat. and stick to it." But, the cheque hadn't heen paid. He understood Mr. llcrrv 'was going to pay it in to-dav. TTe himself had advised him to do it a fortnight ago. AX EYE-OPEXER PROMISED.

Whilst Mr. Berry wa-s. ohairamn he

had ordered pipes for the bores, and paid a certain price. Mr. Berry now criticised the management of the local directorate, and it was four to say 'here that they could produce documents that would be an eye-opener. Mr. Berry had something to answer now. It was not fair for him to come along here and propose to make a clean sweep of every one on the directorate. By adjourning the meeting to 24th January outside shareholders would get to know all about it. If Mr. hurry could get all tiic proxies in from diem then, he could get all lie tiked. Mr. Klv. in ocnined to add I lie dale proposed lo ii.s n,o.a.u. on tin- ground llial the sluii'.'lioiiliM's minted to go right on now. Again, the director.-,'

might continue ;i wron-,, policy in liie meantime. He dillincd to withdraw his motion, whereupon Air. Kingsivcll formally moved the adjournment to 25th January, upon conditions alreadv stated. Mr. W. F. AkAllum seconded.' Air. Wilson objected to the annual report and balance-sheet going as adopted. Mr. Kingswell: Why not? What inference do you want, to make, that there has been embezzlement, or what? You must be a small shareholder, or you'd never do what you're doing. You are damning your own district. Air. Berry said that until 10 o'clock that morning be had not known I here was any disagreement between -him and Mr. Kings'welJ. (Mr. Kingswell: Nor did I.) They had both been working together for the same ends. (Mr. Kingswell: No, you want the lot now.) I He had told Mr. Kingswell that if there | were four vacancies he would be in-1 eluded in the directorate. But he had

taken the bun". (Air. Kingswell: Oh, no. ... I relied on your .honor, and you broke it.) He had'received a hundred letters expressing absolute dissatisfaction with tlie directorate, and stating that no change could possibly be a change for the worse. SOME STRAIGHT TALK.

Mr. KingowcJl, alter a series of interjections and questions, said Dr. Knight had told Air. Berry .straight that the outside shareholders would not have given him their proxies had they known t'hey were going to support "a certain crowd." 'i'hey were prepared to support Mr. Berry, but not all his friends. Mr. Berry said Air. Kingswell had also touched on his trial at No. 2 bore.

Mr. Craig had said to him regarding the test: "Take it on, old man. Whether you succeed or don't succeed, Fll see that you're uot charged. Again, he was promised that he should have gone on die directorate. Did he? (Air. Bellringer; You know why.) Later still, a more distinct promise to the effect that Jie should go on that board, but it had not been kept During his test at No. 2 he had done what | the manager had failed to do—'he had drawn the 5-inch casing, by the exercise of a little commonseiiisre. lie had > replaced the casing in two and a-half days, work which had token the staff three weeks to lower COft. He detailed the list of accidents which had made his work difficult, so that instead of 24 working days he had only eight, in | which he got 1i44 barrels of oil'. He had got the bore cleared— | Dr. Knight: You'll have the hall cleared if you don't look out,

Coming to the incident of the (Itposit, Mr. Berry said his solicitor advised him lie was not liable to pay it. But he was witling to pay it if' the meeting directed him to. (Tries ni "Pay it," and ''No.") Mr. Kingswell: When you made' the agreeme-nt you didn't leave it to the shareholders, hut to the- directors.

Mr. Berry: You said if it were pa id in .it would never have been touched. 1 'wouldn't trust them. It'd have been in the bank in ten minute-'. THE MANAGER. Mr. \V. A. Simpson, the manager, re plied to criticisms levellod at him by Mr. Berry and others, but he lost his opportunity by too lengthy readings from the log-books, and the disorder in the meeting compelled him to resume his seat, lie managed to tell the meeting that he had been attacked from every quarter, and he demanded a right of reply. He had been accused of everything that was infamous. Mr. Hern had suggested that he was' s: iu here owing to political influc.iKu. lie refuted that, and gave the name of Mr. David Miln. a principal in a big Canadian nil supply lii-in. as the man wiio had prosed him to come. Mr. Hern's test at. No. 2 had been but an at.te.iipl In ruin .Mr. Simpson's reputation. It had I ecu s-iid he didn't want to get oil. and that, lie was in the pay of the .Standard Oil Company. Mr. Simpson accused Mr. Berry of having his oil-barrels at No. •£ a quarter-full.of silt, etc. From his log lie proved that be had loosened t'he No. 2 5-inch casing and commenced I" draw it before Mr. Rerrv tool; over: bnl lie had refused to draw it all for him. lest., if accident occurred, it should be said he had engineered the break to prevent the test.

Questions and uproar followed. LOCAL DIRKCTORS' TURN. Mr. C. K Bellringer, cltpuLy cSiairiuaii, replied to Mr. Kerry's imputations against the directorate. lie couldn't claim his seat until he had completed hi-' engagement re the Xo. 2 well test, and that agreement would not he complete until he had paid the deposit stipulated in the event of failure. lie read the following letters: From Mr. C. K. Bellringer to Mr. J. J. Craig, Auckland:

"In reference to the amount to he forfeited by Mr. Berry, we had no intention of enforcing the matter. In our opinion, the proper course for -Mr.

Berry to have followed would have •been I" have sent hi.-' cheque. 4'c-r £4S and then to have applied for a refund of the amount. Had this been done we would have mentioned the subject in the annual report with a recommendation to the shareholders to return the amount to Mr. Berry. L'p to the present Mr. Berry has made no report; until he does so we are unable to deal with it. It must be remembered that Mr. Berry made his original guarantee to the shareholders publicly, and therefore it appears to us t.hat the linal decision rests with the annual meeting. In regard to Mr. Berry's appointment adirector, we are" unanimously of opinion that as Mr. Berry has not completed the conditions of his agreement with the company, we arc not called upon to appoint him. Had Mr. Berry completed his engagements by forwarding his cheque for the amount which of his own initiative he ihad >-agaged to forfeit, then we should immediately have appointed ! liim a director as well as have reeominerided the money to be returned to him. If he follow"- this course now we are still prepared lu I'nllil our part to the letter."

Mr. Craig's reply was as follow.-: "Vour letter to hand, and 1- quite endorse the content-': and I have written lo Mr. Horry suggesting that he carry out his promise and the directors will cany out theirs, and 1 will recommend the shareholders to refund the £48,"

.Mr. Berry: Vou didn't carry out your contract. 'J he money isn't payablcl either legally or morally. Mr. Bcllriiiger: Mr. Berry is bound by every shred of honor in a man to pay it. To repudiate that is to repudiate the whole thing. Tile promise was made here deliberately Lo inlluencc the last meeting. It was made both verbally and in writing, lie. had no claim on the directorate until he -had complied with his self-imposed conditions. Mr. Berry had written to the i'ress that he ' was satis'lied the capacity of Xo. 2 well was only five or six barrels a day; yet claimed to have got twelve out of it. But Mr. Berry's reports to the Press were a mass of contradictions, lie instanced one report supplied by MrBerry where the oil claimed to' have bocn .produced in a few hours' run was greater than the whole amount produced throughout the, whole of the test.

Mr. Berry: i never sent the report. The newspaper clipping was produced. Mr. Berry: Von must have got it out of the News. Mr. Bellringer: Xo, I read it in the Herald. Mr. Elwin: It must be a misprint. Mr. Berry: I never sent it. Mr. Bellringer: The Herald says yon did. You've never denied it, and you've had two months. Mr. Berry: Wasn't it water and oil? Mr. Bellringer: l'eople never imagined you were pumping for water. There's plenty of that in Taranaki without pumping it. SHEETING IT HOME. Mr. Bellringer said Mr. Berry had had a lot to say about his own economical management. Vet the Taranaki Oil ( and Freehold Company bought its casing 33 1-3 per cent, cheaper than Mr. Berry had done. He had invoices .from Stewart and Lloyd, Ltd., Glasgow, wiucli conclusively proved' that had the casing been bought on the cheapest market at Home they would have saved 33 1-3 per cent. Mr. Berry: Question. Mr. Uellringcr: Mr. Fraser, yon'se seen the invoices. Are my statements correct? Mr. Fraser: Yes. Mr. Berry: It's absolutely false.

Mr. Bellringer continued that Mr. P. P. Corkill, the chairman of the Oil and Freehold, was just an ordinary commission agent, not an expert 'in iron like Air. Berry. He quoted the figures: Taranaki Petroleum Compauv, £1702 l'2s ."id; Oil and Freehold, illflli; a saving of .UoUli lis sd. j Mr. Berry: Wasn't one f.o.b. Glasgow? Mr. Bellringer: Xo, both landed price in Yew Zealand.

Mr. Berry: I »ny it's absolutely false. Mr. W. (I. Alalone, entering iit this stage, regretted the washing of so niucii linen. Whenever New Plymouth p-.MV.Ie tried to run anything n f their own the meetings developed into squabbles. The motion for adjournment was put and carried, Air. Herry pr ,'csling against the decision. -| tcill vou ill call a not her meeting within a week." Upon the motion of Air. Kingswell, a resolution was carried dial the' CIS deposit, be not clai: 1 from Air. lierrv. This conclude;! the business.