MASTERTON BLACKSMITH & WHEELWRIGHT COMPANY.

Wairarapa Daily Times, Volume XVI, Issue 5012, 29 April 1895, Page 3

MASTERTON BLACKSMITH & WHEELWRIGHT COMPANY.

g EXTRAORDINARY MEETING.

Au extraordinary general meeting of shareholders in tho above Company, wns held on Saturday afternoon in the Temporanco Hall, Mr J. Stuckey, Chairman of Directors, presiding, nud about forty shareholders being present. The Chairman explained that the meeting had been called to confirm or otherwise, the follow iug resolutions carried at the Anuual General Meeting of Shareholders, on the 6th April, 1895: —"That clause 3 in tho Articles of Association, which reads, "Nomembor shall hold less than one share nor more than twenty-five shares," be altered to read, "No member shall hold loss than one share." Also, "ThatClauseßoof Articles of Association be stuck out," He would move the confirmation of these resolutions, The motion was cairied, and the Chairman stated that it was proposed to alter tho Memorandum and Articles of' Association, as follows:—Paragraph No.

. 2of Clause 3 of Memorandum of AsIt sbcintionof tho Company, by striking |P out the words f.om "pro rata to after," inclusive in (lie second and third lines of such paragraph, and inserting the Word "by," which paragraph wi'lthen read:—"To divide the profits that '. might acciae to the Company iu the conduct of its busiuess among the Shareholders of the Company by paying such . dividend, on paid-up capital, that might be declared from time to time, after' setting aside any funds as a Itcserrc Fund, that the Directors may think fit." The alteration was considered to be fairer to shareholders, than dividiup; the profits with those getting '.fork done at Company's shops, as originally agreed upon. It was recognised that work was done much cheaper by the Company than it would otherwise have beeu done had tho Company not started. It wns noces- ' saijr to enable them to carry on tho business to also raise more capital, and Mr Daniell would therefore, if the pro-

~ sent motion was carried, move in acaccordance with nolicc given:—" That * £2T. J.) woiih of preference shares of £'o each bo issued by the Company, bearing interest guaranteed by the present capital of the Company at 8 per cent, per annum." Mr J, I!. Keith said he had come in late, but objected to Iho confirmation of tlieresolutionthatnomemhcrsliouldhold less than one share as quite unnecessary. It would have been better to stiike it out alloKother. With regard to the proposed change in the Articles of Association, which meant altering the whole construction of the Company, his opinion was that mo;c inclination should have been placed before the shareholders before the step had been taken, and he was surprised the matt:: had not been mentioned iu the last report of the Directors. The alteration, to comply with the Legislature, would be cumbrous and expensive. The first step would be to petition the Supreme Court, and ciidence would have to be given which would be pretty cosily. He thought the object of the resolutions could be obtained, if neccssaiy, without this. He objected to the proposed alterations, and would, if necessary, give his reasons, but, tosavetime.would

■ move an amendment that the meeting /A was not P re P aTel *'° ilcce P t 'he proposed '" change. Mr Watson seconded the amendment.

In reply to Mr D. McGregor, the Chaiiman said he was perfectly satisfied the proposed alteration was a le ;al one. Mr J. McG regor said from Mr Keith's remarks it appeared as if ho .'".sinuated that the Directors had kept something back. Would Mr Keith like to ask any questions ? Mr Keith said he would speak again after others present had said what they m'ght haye to say on the subject. Messrs Hessey and Watson spoke against the proposed change. Mr Keith said in reply to Mr McGregor that l"'s remarks wero quite uncalled for. The proposal wes a complete subversion of the scheme on which the company hadslaited. Everyshareholder had a right to know whether or ' not the concern was solvent before aj.'ecing to such chpiges as the Directors proposed. Mr Daniell said the Company had not been goiug on so successfully as it whould have done, and that was a good T\leal the fault of the shareholders, who d'd not take the interest h itthey should, but he hoped m the attendance was large they would confer together and arive at a bus'iess v iderstanding. It was suggested that the Directors wished to make tools of the shareholders, but th'swas not so; they were there for the : r mutual benefit. More capital was wanted to erect macl ,: neiy and another thing it was not fair on the nart of the shareholders to expect the Iwrectors to take the weight of the Bank guarantee. He was glad to find criticism because ibis was not unfiiendhess. Would Mr Keith explain bis objections more particularly, Mr Keith said if tho Company wa3 prepared to increase its capital and move in that direction, he should be pleased to assist as much as possible At present it was a question of principle they had to deal with he thought, and that was, that sufficient data was not

. before them. If the meeting made up itsirnd that there was sufficient before Ato authorize an increase of capital, it jK>ald then bo time to discuss details, out his on a opinion was that the matter should bo referred back to the Directors for filler inclination as to what it was intended to do with money raised by debentures or otherwise, and also to : ghovrtbat there was a reasonable pro- | bability of an improved position in the ( Company's affa ; :s, There were many things reqv<iing explanation, and how ■ thcacquisitionofraach-'noryctc, would : improve the company's busiuess. Shareholderswcre not altogether satisfied with the management of the Company. Mr Daniel! said the proceedings : might be a little ii/egelar, but the attendance was now large, and by the Cliai'uian's permission he would attain outline the propmmo given at the last meeting. A lathe was required; circular and band saws etc,, which would be g»'cat labour-saving apnlianco. The premises would also nccu cxtending.and there was an overdraft to deal with. It was not proposed to comnete so much in . the shoeing work as ioiuonast, but in the interests of all the shareholders they wanted to be able to do their work as we", and as cheaply as possible, and not see money sent away for work they ought to be able tj do h the district, JHIe wished to see the Company become a "credit to Maslerton. ' Mr Hessey said he agreed with Mr Keith that they should have tho thing very folly before them before goiog into further expenditure. Ho personally ■ was not satisfied altogether with the . Directors, or the shop management, and he thought more rigid economy might have been exercised The Chahjian said Mr Hessey los'; sight of one llrig, and that was that he hadtheoppoKunit" of taking up the proposed preferential shares, to protect • ■;. the shares he now possessed. . . Mr Hessey said it was a question whether it wov'd not be scnd : ng good money after bad. The Chairman said it would bo a ' g/eat disg.'acc ! ? the conceu was to be shut for -the want of a few pounds, It was not fair of the shrcholders to ,: expect the Directors to tike all the ;; responsibility of managing the business and then lo have t) ijuarantcc an over- , drift. They must nave more capital , and if it were raised he was confident k his owa mind, that tho thing would be a , success.,. In reply to the Chabman Mr Keith said his main pbjection was the want of data. There-should be a thorough and f careful investigation of the Company's book-debts, plant,, stock and leasehold premises, by experts, It was his own \ impression thai "the plant and premises were OTcr-valncd, Ho might be wrong, " { but this wasbis impression. The pro■pbsal' to raise more new capital than tho Company's, present assets, was a desperate one. It was also questionable whether they could raise the required

amount in the way proposci If the reasons given by him for objecting to the proposals now before the meeting, were not onough, nothing would he enough. The Chairm&n said lie had no doubt but what the Company's book debts would realise very well. A good portion of the hook debts were for work done a month beforo the closing of the books for the year. He had no doubt about the debts or the plant. He should like to como to somo arrangement, and was in favour of 'citing the shareholders know as much as possible about the Company's attairs. Mr Keith's amendment was put, eight voting for it, and eleven against it. Before tho original motion was pnt, MrKcith pointed outthat a three-fourths majority would be necossary to carry the motion, and called for a ballot. The ballot resulted iu 40 voting for the motion and 15 against. Tho motion was declared lost, 42 votes being required to have carried the motion.

Mr Daniell then proposed his resolution, which appears above. Mr Keith seconded Mr Daniell's motion pro forma, and moved as a amendment that no scheme involving the raising of money on debenture or preference shares be submitted until the Directors have obtained a special audit of the company's affairs, and a report from an independent expert on the valuo of the Company's plant, stock, and leasehold propel iy. Mr Daniell said Mr Keith's action was practically a vote of censuro on the Directors and no therefore challenged a committee of enquiry to look iuto the Company's affairs, Thoy wero anxious to make the thing go, and the shareholders would not let them,

Mr Keith said that anyone who had experience in company matters would realise that his amendment was in the interests of both shareholders and Directors.

In reply to the Chairman, Mr Keith said he did not ask for another report but merely a special statement of the yalues. It was necessary, when it was proposed to borrow more than tho present actual capital, Mr Stuckey said the Directors had done all they could to give a fair and squnre balance sheet, and now a month hence, MrKcith asked for another, Was it the intention of shareholders to smash in the Company ? It certainly appeareu as if a certain section wished to do so. Let Mr Keith name a committee ns he wished for a report, Mr Chennells thought there was a misunderstanding. Mr Keith merely asked that a special audit and valuation he made of the figures supplied by the Company's serrants, so that they would have something independent to pnt before the people. He believed Mr Keith was perfectly right in asking a special valuation, Mr Daniell said this might be right, but Mr Keith's action tended to block the whole business. It was a decided vote of censure on the Directors. Mr Keith said this was not the case. Mr Daniell had taken the matter in a wrong light. The special audit and valuation was iu the interest of all.

Mr Daniell objected to Mr Keith's remark." if the concern is solvent,"

Mr Keith said there were degrees of meaning in the word, and he did not mean it in the worst sense. If everything was pa : d he would ask Mr Daniell was the Company solvent in the true sense of the term ?

Mr Daniell retoitcd by asking if banks and siw'lar institutions were solvent in this sense ? If not, why should not their Company's affairs be taken as they would thcalfairsofaßankor Building Society. Mr Daniell said, seeing the turn affairs had taken, he would withdraw his motiou. He had hoped ihe Directors would have been supported by the shareholders in tlie ; r proposals, or in some similar scheme. He had felt ) ; kc withdrawing from the management of tho Company's affairs, but haa stuck to it, not be ; ng a cowardMr Hcsscy objected to the expression, Mr Daniell had no right to insinuate that other people were cowards, Mr Daniell said he had no wish to he discomleous, but it had beeu open for him to withdraw from the Company, instead of wb'ch he had stuck toit, and it had been carried through to the best of their abi'ity. The meeting then broke up, a meeting of Directors being arranged for next Wednesday.