Petroleum.

Taranaki Daily News, Volume LIV, Issue 300, 15 June 1912, Page 6

Petroleum.

TARANAKI COMPANY. THE CLOSING! SCENE. A LIVELY DISCUSSION. POSITION OF THE COMPANY. An extraordinary general meeting of the shareholders of the Taranaki Petroleum Company was held in the Good Templar Hall yesterday afternoon, when about 00 shareholders were in attendance. Mr. C. Carter, chairman of the directors, was in the chair, and other directors on the platform were Messrs. IT. Okey, M.P., J. B. Roy, D. Berry, C. E. Bellringer, J. J. Elwin, and Little. The company's solicitor (Mr. Quilliam) was also present. The business of the meeting was to confirm the following special resolutions passed at a meeting of shareholders on May 30:— (a) That the company be wound up voluntarily. I (b) That Edward Harold Tribe and Hugh Baily, of New Plymouth, accountants, be appointed liquidators for the purpose of winding up the affairs of tlw company. (e) That the remuneration of the said Edward Harold Tribe and Hugh Baily as such liquidators be £3OO. ((') That the powers of the directors J be continued for the following purpose only, viz.:—For completing the sale of I the nndertnkipr of the company to the I Taranaki (New Zealand) Oil Wells, Ltd. I A;, the outset an approximate position of the company on June 14, 1912, was submitted by the chairman. The liabilities were: Share capital (ordinary shares £80,8(11, preference £1(i,591), £103,452; sundries, £1090; balance, £24,291; total, £129,733. Assets: Cash in Bank of New Zealand £12,924, and cash in Savings Bank £llO. totalling £13,034; amount due in cash from Taranaki (N.Z.) Oil Wells, Ltd,, £43,755, and amount due in shares £59,000, totalling £102,775; portion iof Government bonus on oil, £2070; sundry 'debtors, £152; calls in arrears, £B9: j uncalled capital on 10,591 preference I shares at 14s. £11.613; total assets, £129,733. Mr. Carter said that on each share ■ shareholders would receive 13s Id in cash and lis 5d in shares in the new company, making a total of 24s (id per share. The chairman concluded by qualifying his statement with the remark that it was not an audited balancesheet. A PRELIMINARY EXPLANATION.

Before proceeding with the ordinary business the chairman made an explanation as to why the meeting had been called by- advertisement. "Shareholders," he remarked, "who were present at the meeting held on May 30 will remember that on the motion for payment of an j honorarium an amendment was put to ' the meeting and declared carried by the acting-chairman (Mr. C. E. Bellringer), that a sum of £4OO should be voted to the chairman (Mr. C. Carter), as an acknowledgment of the services he had rendered the company while in London. This amendment was put to the meeting, and on a show of hands declared carried, and immediately afterwards as a .substantitive motion and also declared carried. No exception was taken to the motion at the time, but at the adjourned meeting held in the Town Hall, at 8 p.m., some five hours after the resolution had been put, one of the directors challenged the vote. Hence the necessity for advertising this meeting in order that shareholders may have the fullest opportunity of confirming or amending the resolution if they so desired. That part of the resolution bearing reference to the directors' remuneration is to give an opportunity to shareholders to vote such amount as will be a substantial acknowledgment for past services rendered. Many .shareholders since tire last meeting have asked that an opportunity be granted them to amend the amount named at the last meeting, as they fully realise that the directors have*'had a very difficult and trying time since the formation six years ago, and especially in connection with the negotiations and competitions of purchase to the new company apart altogether from the large imount gained for the shareholders by the terms of sale."

GRATIFYING NEWS. Continuing, Mr. Carter read communications from Lord Ranfury, chairman of the Taranaki (N.Z.) Oil Wells, Ltd.. and from Mr. J. D. Henry, relative to the despatch of the refinery and other plant. The gist of the communications have already been published in the News. Mr. Carter referred to them a,s very gratifying news, as illustrative of the'fa'ct that the London directors were taking a keen interest in the affairs of th<> company. It was a matter for congratula'ion that four days after the close of the share list on the London Exchange they wore in a position to immediate)- order the plant and despatch it without delay. He had sufficient evidence to show the shareholders that there would be no time lost in New Zealand in getting to wot'-, as the result of the promint action of the London directors.

THE DISCUSSION-. THE DIRECTORS' SERVICES. Following the chairman's remarks, Mr. D. McAllum said that he did not think at the last meeting of shareholders, that the_ directors had been treated, after their strenuous and arduous work involved by the negotiations of sale, in a manner commensurate with their labors. He did not think the shareholders quite grasped what the saving effected bv the directors really amounted to on each individual share. He understood that the amount of the saving was £34,500, which amounted to an addition of 2s B%d on each share. On the other hand the £IOO which the meeting had so "generously" voted amounted to ,'>2s of a penny per share. Was that a Jiandisonie return to give them for the work which had been done, for the shareholders ? Mr. McAllum concluded bv moving that the sum of £IOOO be voted ■to the directors as a -slight recognition of the services rendered in cavrviimthrough the negotiations of sale,' the money to be divided amongst them as they thought fit, and the amount to include the £4OO already voted to the chairman.

Mr. ,1. Clarke seconded the motion and m doing so, said he would not deny that a lot of shareholders had been disappointed when they heard tho terms of sale, for th ey had thought that they were going to get their money morfc quickly. Ho had, however, interviewed Mr. Carter on the position and found him most ready to give him as much information as he was in a position to disclose. Had other shareholders followed suit, they would, (have been less ready to be grudge them remuneration commensurate with their services. As a matter of fact, before the negotiations to sell to the new company were entered into, shares could be'bought for 128 or 13b. Wow, however, they were ZV\ "^ n »* a director and the shareholders had voted £IOO to tte directorate, he would have considered it a personal insult. "ANOTHER SMACK IN THE FACE." Mr. Jennings then moved an amendment that the vote of £IOOO should in-

I Keith) and the staff of the works, and I that the money he paid over in instali ments of throe, six, and nine months. Upon the question being raised, Mr. Carter remaiXid: "It, k quite Parliamentary for Mr. Jennings to move his amendment." Mr. McAilura: It is quite Parliamentary, but it is another smack in the lace! Mr. Uransgrove: I second the amendment.

The question was then raised by Mr. Ewing as to whether the motion and the amendment, could be proceeded with until the resolution voting Mr. Carter £4OO, which had been carried at the last meeting, had been rescinded. The chairman said that it was open for the meeting to proceed with the amendment, to which Mr. Ewing rejoined that it seemed to be an extraordinary method of procedure. Mr. Carter replied, that ordinarily speaking, Mr. Ewing would be right, but in this ease the validity of the vote taken at the last meeting had since been, «hallen<red by one of the directors. WHAT THE MANAGER GETS. Reverting to Mt. Jennings' amendment, Mr. T. C. List a-sked the chairman what the manager's remuneration 'had been during the last twelve months. Mr. Carter replied that the manager's salary was at the rate of £6OO per annum, in addition to which he had received a bonus, of £l7 10s per month. His total remuneration was £O7 10s per monith., Mr. List suggested that it should be made quite clear as to how the £IOOO should be allocated, and, touching on another point, stressed the necessity for first rescinding the resolution votinc Mr. Carter £4OO. A RESOLUTION RESCINDED. Further discussion then ensued, and finally the resolution wa3 rescinded, on the motion of Mr. Ewing, seconded by I Mr. List.

DROPPING TOOLS. Mr. Jennings then returned to his amendment, strongly commending the manager and staff to the meeting's consideration. In pointing to the staff's faithful record of service, he enlarged upon the position the company would find itself in if the manager dropped a few irons (tools) down the bores. In stating that he fully realised the amount of work done by the directors, Mr. Jennings said his amendment was not moved out of any disrespect to them. "I do say, however," he proceeded, "that what was told to us on December 14 has not been carried out. I would entirely leave the allocation of the £IOOO to the chairman, CIOO of which should go to the stall'." Mr. Carter: I would not like there to be any misunderstanding on the matter. We appreciate the manager and staff, and believe that they have done good work, but when Mr. Jennings makes reference to the possibility of tools being dropped down the bores, I do not think it is any compliment .to them._ (Hear, hear.) T would like you to think that we have confidence in our staff. Mr. Jennings: Why not recognise it. then ? ' ' A shareholder: We have! In the opinion of Mr. Eraser it would be much better to make .the -remuneration to tlie chairman and the amount to be voted to the directors two separate issues. A personal explanation was at this juncture tendered by Mr. Jennings. He had no intention of reflecting on the staff in his remarks. At the same time, however, it was well known that such things have been stated in New Plymouth as having occurred in the past.' Mr. Jennings' amendment was put to the meeting, and lost by an overwhelming majority.

i "UNTIL SUCH TIME." The chairman was about to put the motion, when Mr. Monteath rose and expressed a desire to speak to the proposal. To this Mr. Carter rejoined: If you wish to speak you must move an amendment. Mr. Monteath: Very will; I will move i that thin matter be deferred until suoh | time as the directors have finished their business. The motion was seconded, and subsequently amended by the mover adding the words "until an audited statement of accounts has been presented." AN INTERESTING DISCUSSION. Mr. Monteath said that the shareholders had treated the directors very well so far. The opportunity had come I when they could give them information I by rendering them a statement of acI counts, properly audited. They had not had one for nine months. The trouble was .that they had only 'had statements from the platform. The shareholders should be told not only how ■ much the expenditure was, but how it was spent and where it ihad gone. The speaker also challenged the accuracy of some of the figures contained in * the chairman's statement of the financial position. Mr. Fookes said this was ridiculous, because there would not be any shareholders. This would be their last meeting, as the company was being wound up. Mr. McAllura {bought it was onlv right that the directors should have the remuneration now. How was the meeting to tell where they would all be about twelve months hence. (Laughter.) Mr. Carter: Probably they will not. if they have to work as hard as they have the last few months. Mr. Monteath: Were you ever connected with a company that asked you to go into liquidation without an audited statement? Mr. Carter pointed out that auditors had already been appointed for that purpose. Mr. Monteath rejoined that once it went into liquidation, shareholders would have no chance of getting one except through an order of the Supreme Court. j Mr. Carter said that this was absolutely preposterous. They eould not have presented an audited statement that day. Mr. Clarke asked what result would that have on the delay of the liquidation if the amendment was carried. I Mr. Carter said it would simply m-aii ! that the auditors would have 1o make j the statement before the liquidaiion j started. It would delay distribution for at least a month or six weeks. "What difference would it make" asked Mr. Jennings, "if they did bave to wait ? The company had' no right to go into liquidation until a properly audited statement had been submitted to the shareholders." Mr. Monteath: I object to an amendment being put and the chairman giving the meeting pointers on it. Mr Carter: I have a perfect right to let shareholders know on what thev are gomg'to vote. The amendment was lost, the voting being 33 for and 3G against. ° Mr. Ewing: "I have a further amendment. It is exactly the same as Mr. Monbeath's, with the omission of the words 'until they have finished their duties.'" Mr. List said it would be vcrv much better if they held a meeting two weeks hence, and in the interval supplied them with a balance-sheet of the actual position at date. Mr Carter: We are not at liberty to call the meeting. We are entirely in the hands of the liquidators. Mr. Ew,ing: If they are appointed. riiy^ililirllMTiniiißirir

ienee would see the same tangle. Ho preferred to have the issue now. The amendment was carried by fi9 votes to 28. Mr. Carter: And now I think we will ' have a poll on this. Will any five 'shareholders please stand up? The requisite number was forthcoming and the poll was proceeded with. AN AMENDMENT LOST. After an adjournment of.an hour and a quarter the meeting was resumed, the scrutineers (Messrs. C. T. Mills and H. Baily) announcing the result of the bat-, lot as follows:—For the amendment,' 543 votes; against, 2385 votes. Following the declaration of the poll. Mr. Eustace asked if the five persons who demanded the poll were qualified to, represent the shareholders, expressing doubt on the point. Asked by the chairman why he did* not raise the question before, Mr. Eustace replied: "I did not know it before." Mr. Carter then ruled the question out of order, stating that he should have challenged the position at the time the poll was demanded. DIRECTORS VOTED £IOOO. j Mr. Crockett: Is it too late for an amendment ? I The chairman: No. 1 Mr. Crockett: I propose we vote £3OO ito Mr. Carter and £SO each to the directors, making in all £6OO. The motion was seconded by Mr. Hos- : kin. and was- lost by 22 votes to 10. The motion that the, sum of £IOOO be voted to the directors, to be divided amongst them as thev thought fit, was then put and carried by 27 votes to 11. Mr. Carter: Thank you very much, gentlemen. It has been like a surgical operation to many of us. j SPECIAL RESOLUTIONS CARRIED. | The special resolutions involving tho ; voluntary winding-up of the company, the appointment of two liquidators (Messrs. Tribe and Bailv) at a remunera. I tion of .(',IOO. and the continuation of , the powers of the directors, were then I carried unanimously.

THE CONCLUDING STAGES. A special meeting of shareholders was then held for the purpose of nominating two members to represent the Taranaki (N.Z.) Oil Wells, Ltd., on the board of directors of, the new company. The chairman explained that while in England he had obtained from the London directorate of the new company the right of the shareholders of the old company to be represented by four members on the directorate of the purchasing company. Two (Messrs. Okoy, M.P., and himself) ihad already been appointed by the London Board, and it was for the meeting that day to nominate the remaining two. Th» meeting nominated Messrs. J. B. Roy, Joseph Little, and E. Griffiths. Messrs. C. E. Bellringer, D. Berry, D. Mc All urn, and J. El win declined nomination. A ballot resulted as follows: J. Little 2336, J. B. Roy 1032, E. Griffiths 1448. The two first-named were declared elected. This concluded the business. ALLOCATOR OF THE £IOOO. Subsequently the directors met and decided that the chairman receive £4OO and each director £IOO. Eulogistic reference was made to the sterling work of the chairman since he had assumed the reins, and it was agreed to present him with an enlarged photograph, suitably framed, of the directorate.