Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited.
Extraordinary Meeting of Shareholders, 22nd August, 1882.
An Extraordinary General Meeting of the Shareholders of the above Company was held at the Company's head offices, Princes Street South, on the afternoon of Tuesday, 22nd August, 1882 There were present the following Shareholders, viz.:—Mr. Larnach, Messrs. Brodrick, Blackie, Bremner, Braid, Asher, Connell, Lloyd, Henry Guthrie, Walter Guthrie, G. Ferrier (Bank of New Zealand), Gray, Haworth, Jackson, Lees, Mountain, Robin, Stait, Tapper, Sievwright, Selbie, Stout. Mr. Gibson Ferrier also presented proxies in his favour from the following;—D. L. Murdoch, South British Insurance Co., R. A. Lusher, J. Warnock, J. Dilworth, Brownlie and Co., Wm. Kennington, J. Cooke, Geo. Buckley, J. Dow, A. Dolamore, R. P. Williams, N. King, T. King, W. Shuttleworth, A Shuttleworth, J. L. Webster, Webster Bros., W. D. Webster, N. J. Honeyfield, W. K. Thomson, J. D. Walker, J. L. Bonnin, J. Melton.
Mr. W. J. M. Larnach, on entering the room in which the meeting was held, said: Gentlemen, I do not know whether it is expected that I should take the Chair to day, I prefer leaving that matter entirely in your hands. That this meeting should be conducted without fear, favour, or affection to any one, I think it very desirable, if it is the wish of a majority of you, that any other gentlemen should take the Chair, that you should appoint him. Therefore I leave the question entirely in your hands.
Mr. Connell moved and Mr. Brodrick seconded, "That Mr. Larnach take the Chair."—Carried nem dis.
The minutes of the previous meeting were then read.page 2
Mr. James Robin said: Mr. Chairman, before proceeding with the business, of course you have all seen, as well as I have seen, the article that appeared in the Auckland "Herald." In order that the Auckland people may not have an opportunity of saying that this meeting has been held in a hole and corner manner, no matter what they may say else, I beg to move: "That this meeting be adjourned," so as to give the Auckland Shareholders or any Shareholders in New Zealand an opportunity of having a voice in confirming these minutes or otherwise as they think fit. I do not intend to make any other remarks.
Mr. John Gray: I beg to second that.
A Shareholder: Mr. Chairman, have not the Auckland members had sufficient notice for this meeting, that this meeting should be adjourned. Others have to come a long distance besides the Auckland men, and it is inconvenient to come down here?
Mr. Larnach: Of course the notices when originally sent out were sent giving sufficient time as required by the Act, and possibly the Auckland members had not sufficient time to come here to be present at the first meeting. Whether they knew it was necessary to hold a second meeting in order to confirm the proceedings of the previous one I am not aware, but it appears that the notices were sent from here ten days before to-day to the Auckland people which certainly would not give them time to be present here, but the notices were in accordance with the Act.
Mr. Connell: May I ask if there is a large number of Shareholders in Auckland, and if they hold anything like a large interest in the Company?
The Chairman: There are proxies here representing Auckland shares to the extent of 1799 shares. (Mr. Guthrie over 6000 shares). These proxies are held by Mr. Ferrier, representing the Bank of New Zealand. There are about six thousand shares but these include Auckland and New Plymouth shares and other shares held in the North Island. Whether the whole of the Shareholders of the North Island are represented here I am not at present aware. For myself, I may say, I advocated strongly in the first instance that at least a month page 3 or five weeks' notice should be given, to enable every Shareholder in the North Island and in the Colony—whether he held five shares or five hundred—to be present here if he wished to be; but I was unable to have my way in that and hence the shorter notice was given which has occasioned those unpleasant remarks to which Mr. Robin has alluded.
Mr. Connell: As I understand the matter, Mr. Chairman, I think there is a general feeling among Shareholders here, that if it were at all possible and convenient to do so, it would be advisable to give those Shareholders an opportunity of having their weight felt directly in any motion that involved the positive winding up of the Company. At the same time, familiar as I am with the Joint Stock Companies Act, I am aware that any delay in carrying out these proceedings is very much in the power of our creditors—the Bank of New Zealand. If the Rank has no objection to the delay that would enable us to have these Shareholders present.
Mr. Robin: The presence of the Northern Shareholders here could not make the slightest difference in the decision of the meeting, still I would not like them to be able to say that we held the meeting at a time when they could not attend.
Mr. Terrier: As representing the Bank of New Zealand in the matter, I should prefer the meeting going on. I may say that I think it is a mistake on the part of Shareholders here to listen to the writings of one man in the Auckland press. The majority of the shares held in Auckland are represented by proxies, and the men who signed the proxies were well aware that the meeting would be held, and are quite satisfied that their interests should be left in my hands.
The Chairman: Does any other gentleman wish to make any remarks in reference to Mr. Robin's motion that this meeting be adjourned to enable the Auckland Shareholders time to be present.
Mr. Tapper: I should like to make one remark. You said that your ideas with regard to the extension of time to be given to Auckland or country Shareholders were not agreed to. I think it would be only just to myself and some of my fellow-directors for you to state from page 4 whom this opposition came. As you are aware yourself, I was not opposed to the delay, but always thought that every Shareholder of the Company should have a fair say over the matters of the Company.
The Chairman: I have no objection to state that as far as the Company was concerned we were in the hands of the Company's Bankers, and it was the special wish of the Bankers that the proceedings should be carried on as quickly as possible, and we were bound to respect the wishes of the Bankers, inasmuch as the Company was beholding to its Bank for its capacity to carry on business in the meanwhile. It was, therefore, entirely in deference to the views of the Bank that the proceedings have taken the shape they have.
Mr. Robin: Having ventilated the matter now, and seeing there are so many proxies here, with the consent of my seconder, I withdraw the motion.
Mr. Gray consented, and the motion was withdrawn.
The minutes of the last meeting, which have been read, were put to the meeting and approved.
The Chairman: The next business, gentlemen, before the meeting, is the following:—"In the matter of the 'The Joint Stock Companies Act, 1860, and the Amendments thereof,' and 'in the matter of Guthrie and Larnach's New Zealand Timber and Wood ware Factories Company, Limited.' To the Shareholders of Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited. Notice is hereby given that an Extraordinary General Meeting of the Shareholders of the above-named Company will be held at the Company's Offices, Princes-street, Dunedin, on Tuesday, the 22nd August, 1882, at the hour of half-past two o'clock in the afternoon, for the purpose of confirming the following resolutions, passed at an extraordinary meeting of Shareholders of the said Company held on the 18th day of July, 1882. 'That Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited, be wound up voluntarily under the provisions of the Joint Stock Company's Act, 1860, and for the further purpose of appointing a Liquidator or Liquidators to wind up the affairs of the Company, and to distribute the property thereof, and fixing the remuneration to be paid to him or them. Dated at Dunedin this 10th page 5 day of August, 1882." That is the resolution, gentlemen, which you are called here to-day to confirm. I am very glad that a Shareholder has referred to the remarks that appeared in the Star the other evening, copied from the Auckland Herald, in reference to this Company. Some allowance should be made for a paper writing in the style it did, as it was uninformed of our proceedings so far, and therefore it was perhaps rather haphazard in making a guess as to circumstances which have brought about the proceedings of to-day. Now, I have noticed in the remarks that appeared in the Star that my name has been referred to freely. Well, no doubt, seeing my name is mixed up with the title of the Company, people uninformed might very naturally suppose that I have been a prime-mover and an active manager in connection with the business of this Company. I would not take up your time to-day were it not that I feel it incumbent upon me, and due to my self-respect, to make some explanation as to how far I am entitled to accept remarks, whether complimentary or otherwise, in connection with the proceedings of this Company. I may tell you at the outset, as many of you know, that at the time the Company started here I was then engaged in politics in Wellington, and was called away necessarily to attend to my duties there. That was at the end of 1877, and I remained in Wellington until the early part of 1878, when I had occasion to go to England. I remained in England for two years, returning here at the beginning of 1880. Well, during the whole of that time, I never sat, so far as I can remember, at any Board meeting, not from any distaste to do so—on the contrary, I should have been glad had my presence in Dunedin been available. I may say that after leaving Dunedin I was disappointed to find that this Company was launching out rapidly into what I considered extravagant purchases, in the acquisition of new properties in various directions in this country, to which I entirely objected. I had on several occasions when in England to offer a protest—a severe protest—against the proceedings that were going on in connection with the acquisition of new properties and Branches, but these protests were of no avail to prevent the continuation of the vicious system which has helped effectively to bring about the state of things which you see to-day. I may tell you that when the business of Guthrie and Larnach's late firm was taken over the page 6 amount transferred by the Bank on behalf of the Company, which, as I understood then, was to be guaranteed respectively by Mr. Guthrie and myself, amounting to something like £36,000. As far as I remember that sum I was quite willing to guarantee the Bank in taking it over on behalf of the Company. And it was arranged, according to my belief, that a guarantee to that extent should be prepared and signed by Mr. Guthrie and myself. Well, that guarantee as I understood it, was presented to me for my signature when I was here for two or three days on my way to England, in February, on the day, or two days, before I left Dunedin, and I signed a document without reading it over in the hurry of my departure. That document or guarantee as I understood, I will state again, was to be for the amount of the late firm's indebtedness taken over at that time by this Company. I have already told you that I objected to extension by Branches, and I may say that when visiting Dunedin, before this Company had gone much into opening Branches, I protested, and objected to the idea of the extension of the business by Branches, because I held that they could not be properly looked after.
Mr. Guthrie: May I ask when you objected, and to whom you offered your objections?
Mr. Larnach: I offered them frequently to you. You remember when Guthrie and Larnach were in business, I entirely objected to their business being extended by branches.
Mr. Guthrie: The only objection I can remember was your protest against the purchase of the Invercargill property; and we objected to a large purchase you mentioned in California.
Mr. Larnach: I shall be very glad if Mr. Guthrie, when I have finished, will make any explanation he desires concerning anything I have said, or intend to say. I have already told you of my objection to these branches, on account of the amount of money they would consume While I was in England, it was considered, by the Bank and the management of this Company in this City, desirable to float debentures for the purpose of giving this Company cheap money, and a certain amount of debentures—I think about £70,000—were sent to London to the Bank of New Zealand for that purpose. I was communicated with in London by the Bank to call at the Bank in reference to these page 7 debentures, I may tell you here, that while in England, beyond occasionally being conferred with by the Agent of this Company, Mr. Petersen, its then Attorney, I took no part whatever, in conducting any business in connection with the Company, that is, in relation to the purchase of goods or anything else, unless I was referred to by him for my opinion; when I gave it so far as to me seemed best. I called at the Bank and found that the debentures had been sent Home for the purpose of being floated in London, and I was asked to sign a letter before the Bank would undertake to float them. I may say that this letter first drew my attention to the actual terms of the guarantee which I have before told you of, and which I considered related only to the advances to Guthrie and Larnach's late firm. But as it appeared to refer also to advances on behalf of this Company, I objected to sign the letter, and consequently had occasion to write several letters in connection therewith, which, if you will bear with me, I will read to you. This first one—the letter for which my signature was asked, in reference to floating Debentures, is dated, London, 1878; addressed "To the Bank of New Zealand, Dunedin."
To the Manager,London, Bank of New Zealand, Dunedin.
Referring to the Agreement of the 26th day of February, 1878, between Mr. Guthrie and myself and your Bank, by which we have jointly and severally guaranteed the Bank the reinbursement, payment, and satisfaction of all moneys which then were, or thereafter should become owing to the Bank on the account current between Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited, and the Bank, and by which we have otherwise guaranteed the Bank; and, referring also to the Agreement executed to the Bank at the same time by myself individually, to make and execute such mortgage as therein mentioned, I beg to state to you on behalf of the Bank, that the said Agreements and the securities of the Bank, and the rights of the Bank against myself are not, and shall not be, in any way released, prejudiced, or affected by any past or future act on the part of the Bank in promoting the issue of the debentures now proposed to be issued by the above-mentioned Company, or otherwise in connection with the said debentures. On the contrary, I am fully acquainted with the proposal to issue such debentures, and the arrangements respecting the same, and I hereby absolutely confirm all such agreements, securities, and rights.Yours faithfully,
I refused to sign that letter, and which first raised in my mind the idea that the guarantee referred to was not as I intended it should have been. I wrote then to the Manager of the Bank in Dunedin, as follows, of date, 23rd of October, 1879. This is an extract:—
Extract from letter written by Mr. Larnach, under date London, 23rd October, 1879, to the Manager of the Bank of New Zealand, Dunedin.
"By the way, I was rather surprised and shocked the other day on my return from Scotland to see a copy of a guarantee which I appear to have signed in the hurry of my leaving Dunedin in February, 1878, and to find that the guarantee to your Bank was not what I understood it to be when I signed it, namely, a guarantee similar to the letter which you held at that time, undertaking to hold the Bank harmless from all debts and engagements of the late firm of Guthrie and Larnach at the time of the formation of the Woodware Factory Company, who took over their business. I am aware that I signed the last guarantee on the day of, or the day before, leaving, in a hurry, without reading it, and under the belief that it was only putting into legal shape the original letter which you already held from me, and had I the slightest suspicion at the time that it was the document I find it to be on perusal, I would certaily have firmly declined to sign it, and said, 'Not if I know it." You surely could not suppose me to be in my right senses to willingly and knowingly guarantee your Bank all monies which then were or thereafter should become due to it on the Current Account' of the New Zealand Timber and Woodware Factories Company, and of any dealing between the Bank and the Company. I was simply ready and willing to guarantee the engagements of my late firm as they existed when transferred to the Company. And now, like a good and reasonable fellow, please understand that I entirely repudiate the guarantee of the 26th February, 1878, so far as it is inconsistent with my original letter of indemity to you for my late firm, and I must beg of you most distinctly to bear in mind that I will not be responsible in any way to the Bank for or in respect of any dealings between it and 'Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited.' I have no control or say in the working of the concern, nor do I ever desire to be mixed up with its affairs again. As a single Shareholder in the concern, it is most unreasonable that I should be expected to stand in the position which you desire to look upon me in relation to the Company; so, my friend, as all things have an end, let this have an end also, and I will ever pray."
Mr. Robin: Where did you write that from?page 9
The Chairman: I wrote it from London to Mr. Roberta, the then Manager of the Bank where the Company's account was kept. I am merely reading you these letters to show you what my feelings were with respect to the Company at that time, and I did not want the Bank, nor anyone else, to be misled by my name being used in connection with the Company. On the 24th of April, 1879, I also wrote to Mr. Roberts, as Manager of the Bank, to this effect:—
Extract from letter, under date, London, April 24th, 1879, to the Manager of the Bank of New Zealand, Dunedin.
"Regarding the account of 'The Woodware Factories Company, Limited,' and the advances to which you seem to have good cause of complaint, as a Shareholder, I very much deplore that the advances were ever allowed to get higher in your books than they were when the Company took the business from G. and L., and had I ever been consulted on the question I would certainly have protested against the allowance of any increase. Although one of the first Directors, through my political engagements, I don't think that I was ever enabled to sit at any of the Board Meetings after the floating of the Company, and since I have been in England I determined to resign the seat I held at the Company's Board, and several mails ago I forwarded my resignation to Mr. Guthrie to lay before his Directors, of which, I have no doubt, he has already informed you. I will remain a Shareholder, and take my chance or share with my Co-shareholders, but I will take no further responsibility in any shape, nor will I interfere or take any part, whatever, in the direction or management of the Company's affairs either here or in New Zealand, no more than if I only held 5 shares instead of 10,000 in the concern. I think it is a great mistake to attempt to put debentures of the Company upon this market until it has a share capital subscribed here, but of course this is only my opinion, and perhaps Mr. Guthrie knows much better."
That is letter number two to Mr. Roberts. Well then, to show you the opinion of the Company that the Bank then held—mark you—I say this, that it was not whether I was pleased or not with whatever kind of business the Company chose to do, as it was of no use protesting—a simple protest was of no avail. I do not wish to make out that I could have altered things bad I been here, I simply say that, as a matter of opinion on my part, I protested against a course which I thought would bring about very evil consequences, and that course appears to have done so. I have no doubt that the evil was stimulated by the effect of the times, as has been before referred to here, in connection with the failure page 10 of the City of Glasgow Bank, of that you are as well able to judge as I am. Now this next letter is from a gentleman, a high official of the bank, and one for whom I had much respect. It is a letter to me dated 15th November, 1878 and it will give you an idea of the Bank's opinion of the concern then, and you will be able to judge from this letter and from mine, that you have heard read, what conclusion I drew in connection therewith.
Extract from letter written by Mr. Murray, Inspector Bank of New Zealand, to Mr. Larnach.
"I have just had occasion to go somewhat fully into the affairs of the 'G. and L. Timber and Woodware Co.' and it has occurred to we that there are some points connected with it on which I might usefully write you. You have an important stake in the concern, and the value of your interest may ere long be doubled, if you can only obtain for it the indispensible financial assistance, failing which, more or less complete collapse is inevitable. It is in short to you a question of £100,000, a sum more easy to be lost than made again. Mr. Guthrie has played a bold game, and so far as I can see, he has done it in a way likely to ensure abundant success, but it is a game which needs a lot of money, and on that point a break-down is imminent. The Company is leaning on its Bankers to an unendurable extent, and failing the importation of fully £100,000 more capital in some form, shutting up all Branches and general curtailment of business is the only alternative, whether, were this done, the Company could be carried on at all at a profit, I doubt; at all events, the inexpediency of doing it, if it can be avoided, is palpable. I put the matter thus before you to convince you, if need be, of the importance of your sparing no effort to place the rest of the shares in London, and to negotiate in addition a debenture loan of say £100,000. Could this be done, I regard it as a moral certainty that your shares would soon be worth 100 per cent. prem. Something short of this would enable the concern to be carried on without important curtailment, and any considerable sum would be of value. You will not suppose I write thus merely to get the Bank out of a fix, there is enough of realisable stock to pay the Bank, and the question is one of figures only; but it is none the less a pressing one; it might be less so if the Bank's risk were greater. With a fuller knowledge of the condition and prospects of the Company, than perhaps any other outsider has, I have no hesitation in saying that, could it only command the needful capital to see it through, there is no better speculation at present in New Zealand, and I doubt if there is another so good."
That is sufficient, gentlemen, to show the opinion of a gentleman admittedly well versed as to the position of this Company; and I may page 11 say, with regard to the sale of debentures and shares, that I took no steps to sell either, for the reason, as I said before, I was disappointed at what had been done in the acquisition of Properties and Branches, I did not believe in the future result, and I was not going to be a party to dispose of either debentures or shares in the London market. The agent of this Company spoke to me one morning in London, and said, "I have an offer for some shares at a pound premium." The mail was in from New Zealand, and that very day I saw by the quotations that these shares were quoted under par here. I told the agent he had better not sell these shares at a premium, and that he had better write and say that he was only authorised to sell them at a premium of a pound, but that he observed from quotations in New Zealand that they were quoted below par, and then if the applicant chose to take them, after that notification, his hands would be clean. That is the only part I ever took in connection with the sale of shares or debentures for this Company in London.
A Shareholder: Have you any objection to giving the name of the writer of the last letter.
The Chairman: That was from Mr. Murray, the Inspector. Well, then, I had occasion to write to Mr. Guthrie, in reply to a letter from him, and I am glad that Mr. Guthrie is here, because he won't feel that I am finding fault with him, and what I have to say, I should like to say to him. I had again occasion to write to him, remonstrating with reference to these branches, and he replied to me that he was not going to have his "policy"—that was the word, his "policy"—interferred with. Perhaps I had no right to find fault with him inasmuch as he was in the position of Managing Director of the concern, and his policy might turn out right. However, I think I was at the same time justified in writing, as I did not agree with him, and this is what I wrote to Mr. Guthrie on the 16th of January, 1879; an extract from what I wrote to him.
Extract of letter from Mr. Larnach, London, to Mr. W. Guthrie Dunedin.
"Regarding the sale of shares and debentures in London market. I don't think that Mr. Petersen will be able to sell either here for a long time to come. Your best plan, I think, is to sell the whole of the first page 12 issue in New Zealand, and, should the Company live to see a second issue, one pound per share only should be called, and half of the issue reserved for this market, presuming the whole were subscribed for, there would be £4 per share uncalled capital. People here will lend money at 1 or 1 ½ per cent, cheaper rates upon debentures secured against uncalled capital than against mortgage of land, &c. This is merely my opinion, and perhaps will not accord with your "Policy." I have letters from Messrs. Roberts and Murray complaining of the state of matters, and I am rather amused at their seizing upon me to attack, as if I was responsible. I don't know what they were thinking about to allow matters to get as they are. Why! unless the overdraft is covered by promissory note, or in some other way so as not to show on your balance day, and appear in your balance-sheet, published as a debtor to the Bank of———for such an amount, a run will certainly take place upon the Bank by those who will consider their deposits much safer in their stockings than invested in merchandise, notwithstanding that it may be drawn along by your fast-trotting, high-stepping 'Policy.' As I have to start immediately for Scotland, I cannot write to Messrs. Murray and Roberts until next month; but you may tell them that I hold 10,000 Shares. I am not a seller, but I will buy no more. I am content to wait and take my share from the Liquidators, when "Policy" has broken his knees."
That was written on the 16th of January, 1879. This is a letter in reply to the letter written by Mr. Murray, an extract from which I will read. It is dated, 22nd May, 1879.
Extract from letter written by Mr. Larnach, London, to John Murray, Esq., Bank of New Zealand.
"I may tell you that I was always opposed to Mr. Guthrie extending the business and opening branches as he has done, and I regret that your Bank ever afforded him the facilities to do so. I was also much opposed to his ever declaring a higher dividend than 8 per cent., certainly not more than 10 per cent, at the outside, and placing all other profits at 'Reserve Fund.' However, I was never able to have my way in this, nor was I ever able to attend a Board Meeting since the formation of the Company. As Mr. Guthrie and I do not agree on several important points in connection with the business, and I am unable to attend the Board Meetings, I have thought it just to the Company to resign my seat as a Director, so that my place may be filled up by a Shareholder able to attend to the duties regularly. It is to be hoped that Mr. Guthrie will lose no time in reducing the ramifications of his business; 5 per cent, dividend would be far more sweet with peace of mind than 12½ without it—'Peace with honour.'"
Well, gentlemen, I am sorry that I have felt called upon in self defence to read extracts from the several letters to which I have referred. There are other letters which I do not think it necessary to read on this occasion. Those before you are sufficient to show that I was entirely opposed to the policy that was being pursued, and that I not only gave notice to that effect to the direct management of the Company, but that I also gave very strong notice to the Company's Bankers, so far back as 1878, very early in the history of the Company; so that if the Bankers had unbounded confidence in the management, and the Company's Managing Director could get whatever monies he wanted and considered necessary, and the Bank agreed to advance them to acquire new branch business, what control could a single Shareholder have in any way? No control whatever,—and therefore I say this, that it is unfair that blame should be put upon the shoulders of any Shareholder not entitled to carry it, whether he be a large Shareholder or a small one. Mind you, I have said nothing hitherto, nor do I now say anything reflecting on Mr. Guthrie's management, beyond that I thought, as results showed, it was sadly misplaced judgment; and there, gentlemen, I leave it, I do not wish to say anything more.
Well, then, I came back from England at the beginning of 1880, and I was some time here before I rejoined the Board I joined the Board again after consideration, because I thought that being here on the spot, and having such a considerable interest in the Company—I had never sold a Share—that it would not look well, my not being on the Directory, and so since then I have been a Director on the Board, and on all important matters of late, so far as I know, Mr. Guthrie has consulted me. But as I have said before, so far as the interests of the Company were concerned, the mischief—for it was, indeed, mischief that could not be remedied or repaired—was done before then. During the last two years here it has been a state of existence for the Company; business has not been such that you could redeem or revive to any great extent any severe loss, nor has it been possible to revive the values of properties or securities. Such has been the state of the Company's existence during the last two years, and since my return from England, I need only say further, that in his management, Mr. Guthrie I believe never lost faith, and I think, that had the Company been allowed to page 14 carry on business still—whether it would have proved productive of good results or not—that he would have worked in the belief that he would be able to bring things round. It is only a few months ago that I was induced to give a large amount of fresh valuable securities to the Bank to relieve this Company, chiefly for the last two thousand Shares taken up for me when I was in England, and I was assured that by doing so, it would only be a temporary thing, and that if the Company became in difficulties its Shares would be worth four pounds each. That was certainly last year, but it is only a few months ago; and therefore, when the change of front came suddenly by the Bank, and the Directors were brought face to face with the question of voluntary or official liquidation, I was, I must say, taken by surprise. At the same time, I did not lose my presence of mind, I merely remarked: "Well, whatever is done had better be done decently. If we are to die, we had better have a decent burial."
Mr. Guthrie: Mr. Larnach, may I ask you one question I Who induced you to believe the Shares were worth £4?
Mr. Larnach: You told me on more than one occasion that if the affairs of the Company were forced into liquidation, you thought the Shares ought to be worth £4.
Mr. Guthrie: No, not anything like that figure, as you will see if you refer to the offer I made for your own shares.
Mr. Larnach: You offered me £2 10s. since my return.
Mr. Guthrie: I beg your pardon, £15,000 for the whole of your shares.
Mr. Larnach: With a liability, however, that is the impression I had, if I am wrong I am inclined to think there are other gentlemen in the room to whom you have spoken something in the same strain. I do not know that it is so, but I think it very likely, you were always so sanguine. I am not finding fault with you, I believe that you believed it. Now, regarding the Bank, it is not necessary to say anything further. The Bank is the best judge of its own affairs, but I was surprised when the change of front came and we had to face voluntary or official liquidation. I am glad to see Mr. Ferrier here representing the Bank.page 15
Mr. Ferrier: I am not representing the Bank, but Shareholders.
Mr. Larnach: I beg your pardon, but I presume you are representing the Bank under the shares recently held by you, I do not mean it offensively, I only wish to say this for the information of Shareholders—that the Company's account has been one of some value to the Bank from its commencement Here is a statement of the interest, discount, and exchanges paid since the commencement of the Company down to the end of last month. The interest, discount, and exchange paid to the Bank up to the end of December 31st, 1881, was £79,279 19s.
Mr. Ferrier: How long is that?
Mr. Larnach: That is from the 1st of September, 1877, to the 31st of December, 1881, and the amount is £79,279 19s. From the 31st of December, 1880, to the 31st July, 1882, there has been an additional amount of £37,990, so that during the Company's existence there has been something over £117,000 paid in discount, interest, and exchanges. The amount passed through the Bank's books by the Company—paid in in the shape of bills and cash, amounts from the 1st of September, 1877, to 31st December, 1880, to £1,841,688, out of which over £453,000 of cash has been paid in. There has also been paid in by cash over £326,000, and additional in bills of over £650,000, so that the account has not been without profit to the Bank, but has been one of considerable value. Now, gentlemen, I have told you nearly all I desire to say on this occasion in reference to my connection with the Company and the Bank, and the interest I hold as a Shareholder. We are going directly to the question of the appointment of liquidators, and, considering the interest I hold and the little part I have hitherto taken in connection with the concern, it will be a question for you to consider whether it would be a proper thing for you to appoint me as representing the Shareholders or not. If you are opposed to that, then, notwithstanding the large voting interest I have, I will respect your wishes so much that I will bow to your decision and not offer myself. But if it is the wish of the Shareholders here that I should take part in it, I shall do what I think is right in connection with the Shareholders' interests. I think that very great consideration is due to the Bank as a large creditor, and while it has not a direct voting interest as a creditor, but page 16 only through a Shareholder, we are bound to consider the way it has conducted the Company's account and the consideration it has always given to the Company. I believe the Bank had really the interest of the Company at heart, but while I think we should respect the wishes of our Bankers, and I am inclined to do so myself in every way, at the same time I am bound to say this, that I do not think the Bank is entitled to a larger voting interest in connection with this Company's affairs than the Shareholders. If the Shareholders give the Bank an equal voting interest they will be doing an act of courtesy to the Bank, to which I think they are entitled, but I do not think they should have a balance of power in connection with this concern, and I say this fearlessly, because it is my honest opinion, that whoever are appointed liquidators, if they do their duty to the Shareholders the Bank cannot possibly suffer. There is the best answer; If the liquidators are only appointed by the Shareholders the Bank cannot suffer, because the Bank must be paid before the Shareholders can expect anything. I repeat that the Bank is entitled to and I should recommend the Shareholders to give them a fair say. I think they should be able to have an equal say with the Shareholders, but I do not think that they should have a greater. That is my opinion; I may be giving offence to the Bank by stating it boldly, but I do not care if I do offend the Bank—I do not mean to do so, but if I do I am able and ready to stand the consequences. Gentlemen, with these remarks I leave the question in your hands. I repeat again that the interests of the Shareholders should at least be equally considered with those of the Bank. We all wish the Bank to be paid. I do not want a farthing till the Bank and every creditor is paid, and I believe that all of you if asked would express the same opinion; but I do not want any undue power given into the hands of any creditor as against the Shareholders. Still I say this, that though the Shareholders have the voting power against the creditors, they ought to say to the creditors we will put you on equal terms but will not give you any balance of power.
Mr. Connell: May I ask what the motion before the meeting is?
The Chairman: The motion before the meeting is, "that 'Guthrie and Larnach's New Zealand Timber and Woodware Factory' be wound up voluntarily under the provisions of the 'Joint Stock Company's Act, 1860,'"page 17
Mr. Counell: Is the motion that that resolution be confirmed?
The Chairman: Yes.
Mr. Connell: I beg to move that that resolution be confirmed. I do not hold anything like as large an interest as you, sir; I hold a comparatively small interest, but I have always taken an interest in the affairs of the Company, and am sorry to find we are in the position we are to-day. However, I have devoted some little attention to the position of affairs, and have looked at the accounts, and it appears to me, after reading the account of last meeting, at which I was unable to be present, that we have no option whatever, but to confirm the resolution. The intentions and purposes of the Bank appear to be quite distinct, from the correspondence read to the meeting when it last assembled. With regard to the Company being wound up, it amounts to this, sir, that, if we in any way resist the voluntary winding-up of the Company, the Bank of course is in the position immediately to compel us to wind-up officially; and I think, as you say, it would be more in harmony with decency and order, considering the large space this Company has occupied in the public eye, that these matters should be arranged amicably between the Company and the Bank; and that we should not have the appearance of fighting the Bank, or of the Bank fighting us. With regard to your remarks on the appointment of liquidators, sir, I could not but think unfortunate, the form in which you appeared to place the matter before the meeting. I "would deprecate myself, as a shareholder of the Company, anything like an arrangement by which one liquidator was specially looked upon as representing the Shareholders, and another liquidator was specially looked upon as representing the Bank. No doubt that is the form the matter assumes if we are compelled to wind-up under an order of the Court. The Court then appoints a liquidator at the request of the creditors and another at the request of the shareholders; but, unless I mistake the feeling of the bank, I think they would desire the affairs of the Company to be wound-up in such a manner as would be satisfactory to all concerned. I do not know what the proposals of the Shareholders or Directors are with regard to the appointment of liquidators, nor do I know the proposals of the Bank; but I do not think it would be difficult to fix upon liquidators who page 18 would surely be satisfactory to all concerned. I think if liquidators were proposed, who would be satisfactory both to the Shareholders and the Bank, it would be very much to our advantage to have the matter assume that form. However, that matter will come forward more particularly when the motion comes up for the appointment of liquidators. I beg to second the motion.
Mr. Ferrier: I just wish to say one or two words. Mr. Larnach, as chairman, in making his explanations to the meeting, has referred to what he has called a sudden change of front of the Bank in reference to the indebtedness of the Company to the Bank. Now I think when Mr. Larnach read the letters that were written when he was at home, it must have appeared that this move of the Bank is no sudden change, but that the Company has been pressed for a very long time to reduce its indebtedness. Unfortunately, the Company has been unable to do so, and of course, as an end must come to all things, the Bank was obliged to put its foot down. I think the Shareholders will agree with me that it was no sudden change of front on the part of the Bank. As to the figures Mr. Larnach has given you in reference to the amounts paid for exchange and interest, they are large, but you must remember the amounts were large, I presume Mr. Larnach read them out to impress you with the advantages the Bank has gained, but I do not think the Bank would have had any difficulty in finding investments for its money that would have paid better than it has done by being put into the account of the Company.
Mr. Robin: Might I ask if the Bank have communicated with Mr. Guthrie by writing to him to the effect that they desired the amounts overdrawn to be reduced, not within the last twelve months, but before
Mr. Ferrier: I am not prepared to say how often the Bank has communicated with Mr. Guthrie.
Mr. Robin: But have they done it before the last twelve months?
Mr. Ferrier: I think I may safely say that we have.
Mr. Guthrie: Not officially, Mr. Robin, I think. I do not think there was any previous official correspondence from the Bank on the subject.page 19
Mr. Robin: If that is the case, Mr. Guthrie, I think Mr. Larnach was certainly justified in saying that it has been a sudden change of front.
Mr. Guthrie: It is understood, I should think, from the large figures, no Bank wishes to see large overdrafts.
Mr. Larnach: I may explain that what I meant by a sudden change of front was this, that while I knew that at the time of the failure of the City of Glasgow Bank the Company's Bankers became uneasy, as I had evidence when they sent the debentures home to float, yet, I also knew that the Company had got into a chronic state of indebtedness, and I certainly have no recollection of any official intimation, in writing or otherwise, on the part of the Bank to reduce its account, since I returned to the colony, until this last intimation, which has led to this meeting. That is what I meant by a sudden change of front. I was aware that the Bank would have been very glad to have got rid of the indebtedness of the Company altogether with safety to themselves, but it had come to this, the account was not easily moved, and so the Bank was content to see it struggle on, and do the best it could meanwhile; and therefore having had no previous official intimation to my knowledge from the Bank to reduce the account, I think I was fully justified in saying, and I repeat it, that it was a sudden change of front. Does any other gentleman wish to make any remarks before I put the resolution. The resolution is, "that 'Guthrie and Larnach's New Zealand Timber and Woodware Factories Company, Limited,' be wound up voluntarily, under the provisions of the 'Joint Stock Company's Act, 1860.'" I moved this, and it has been seconded by Mr. Council. Those gentlemen in favour of it will signify the same by holding up their hands.
Mr. Connell: Is the motion not that that resolution be confirmed?
The Chairman: Yes, that it be confirmed. Those in favour of that will hold up their right hands. I ask gentlemen all to vote for or against it.—The vote having been taken the Chairman continued.—I may say that it is unanimously carried.
Mr. A. Lees: I am given to understand that there has been a motion proposed that this meeting should have stood adjourned for a page 20 month or five weeks or longer, to give shareholders in Auckland and adjoining provinces a chance of being present at the meeting.
The Chairman: There was a motion to that effect but it has been withdrawn. The next business, gentlemen, is this: It is competent for this meeting or any adjournment of this meeting, or at any future meeting to appoint liquidators. It would be desirable, if you can agree among yourselves to-day, that they should be appointed.
Mr. Connell: As I have been sitting here, sir, the idea has crossed my mind that it would be very important that the liquidators should be mutually satisfactory to the Shareholders and to the Bank. Although the Bank is not directly represented at the meeting, yet the position is simply this: that if we proceed now to elect liquidators who would in any respect be objectionable to the Bank, the Bank has it in its power simply to apply to the Court and have the Company wound up under an order of the Court. Consequently it would be only stultifying ourselves to proceed to the appointment of liquidators that might be distasteful to the Bank. I throw it out as a suggestion, whether it might not be wiser to have a committee, say of three Shareholders, to meet the Bank, confer with them, and ascertain whether they could not agree as to the appointment of liquidators. Perhaps Mr. Ferrier could, on the part of the Bank, make some suggestion. That is the idea that occurred to me, that of a conference between the Shareholders and the Bank.
Mr. Ferrier: Mr. Connell has asked me a question which enables me to give some explanation of the views of the Bank. Of course if the suggestion which I feel disposed to submit should not meet the views of the Shareholders present, I should have no objection to meeting a committee of the Shareholders. Mr. Larnach has expressed a wish, and no doubt a natural one, to become a liquidator. The Bank has no objection to Mr. Larnach being a liquidator. At the same time Mr. Larnach went on to say that the Bank should not have a preponderating power in the liquidation. The Bank has no wish to have a preponderating power. The Bank is prepared to support as a second liquidator any gentleman in whom the Shareholders have confidence. There is a gentlemen in whom I think you all have confidence, he is a Shareholder himself, and has been to a certain extent connected with the Company in the page 21 past; that is Mr. William Brown. He is a gentleman who must have the confidence of everybody here who knows him, and he is in a business which makes him very tit for the position. That is liquidator number two. The Bank thinks the interests involved so large that it would hardly do for two liquidators to be loft to deal with the Company's affairs, but that three should be appointed, so that they might confer, and that it be understood that two liquidators should have a preponderating power. As the third liquidator I would name Mr. Donald Stronach, of Dunedin. I think he is known to you as a straightforward respectable gentlman—a man to be trusted in every way. These three names I would submit to the Shareholders as liquidators for the Company. Before the voting is proceeded with I would remark that I heard a gentleman say "two would be enough." Two might be enough, but you must remember this that if you have two liquidators only, one voting against the other, you have a deadlock, and that is inadvisable; you have to call the Shareholders together, and considerable delay is involved.
A Shareholder: Appoint three—one to be referred to in case of a dispute.
Mr. Ferrier: It is very true that could be done, but why not appoint three liquidators; if the third has any power he has a voting power, and might as well be a liquidator. It saves any disputes after wards. If you have a man to refer to appointed, he may be absent when wanted, or many other things might occur. It would be better to have a third liquidator than a referee.
Mr. Robin: What salary would be paid?
Mr. Ferrier: That would be a matter for subsequent resolution.
Mr. Robin: It might have something to do with the number of liquidators.
Mr. Ferrier: I think, considering there would be few creditors to pay outside the Bank, the Bank you may gay is the only creditor, that I think, perhaps, a remuneration of one per cent, commission on the available assets would be ample remuneration.
Mr. Stout: What do you mean by "available assets?"page 22
Mr. Ferrier: What is sold by the liquidators?
Mr. Jackson (of Timaru): I quite agree with what Mr. Ferrier says. I think the remuneration should be fixed as he says, and divided amongst the three liquidators. I shall, therefore, second that the three persons named. Mr. Wm. Brown, Mr. Larnach, and Mr. Stronach be appointed liquidators for this Company.
Mr. Ferrier: It was merely a suggestion. I did not move it.
Mr. Jackson: I will move it.
Mr. A. Lees: Will you accept Mr. Connell in the place of Mr. Stronach, he is not connected with any institution nearly allied to the Bank of New Zealand.
Mr. Connell: I would for my part, since my name has been mentioned, say that I would only agree to act, providing a difficulty should arise concerning which the other liquidators could not agree. I should prefer myself not to have anything to do with the liquidation; and I think if Mr. Stronach is acceptable to the other Shareholders, I would rather my name was withdrawn. It would be only providing there was a difficulty I would consent to act.
Mr. Lees: I simply mentioned Mr. Council's name, because I thought perhaps he would be more acceptable to the Shareholders; he being entirely unbiassed in the matter.
Mr. Ferrier: I do not think that Mr. Stronach would be in any way biassed in the matter.
Mr. A. Lees: I do not say he would be, only that impression might be created.
Mr. Stout: Will he act?
Mr. Ferrier: Yes You must remember that Mr. Brown and Mr. Larnach are both Shareholders, and my request that Mr. Stronach be appointed is, I think, reasonable enough, considering that you will have two Shareholders appointed as liquidators. Mr. Council has kindly offered to withdraw.
Mr. J. Robin: I will second the nomination of yourself (the Chairman), Mr. Brown and Mr. Stronach. I think the Shareholders page 23 wi11 be very well satisfied. I feel glad that the representative of the Bank of New Zealand (for such we must consider Mr. Ferrier) has proposed such names. I believe that the interests of the Bank and of the Shareholders will be looked after by them better than by any other three gentlemen who could have been named. I have had considerable experience of Mr. Brown's ability and integrity, and I could not speak too highly of him. I hope the Shareholders will accept the three names suggested.
A Shareholder:—Would it not be advisable that the Shareholders should know something of how the liquidation of the Company is to be carried on. I think it advisable the Shareholders should know whether the business of the Company is to be split up, sold in one lot, or how?
The Chairman: I should like to say this, gentlemen, and I say again, without meaning any opposition to the Bank, that Mr. Brown is nominated by the Bank as a liquidator as well as Mr. Stronach. I have no objection to either of these gentlemen; in fact I do not know any two I could work better with, but I feel bound to point this out to the Shareholders, that Mr. Stronach represents an institution very, much allied to the Bank, and that the Bank will have a preponderating say, as against my individual say. I am content to accept it if it is the Shareholders' wish, but at the same time I am not going out of this room without pointing out to the Shareholders that by that election the Bank will have two voices to my one. Mr. Connell is not connected in any way, either directly or indirectly, with the Bank, and therefore that difficulty would be avoided by his appointment, or by that of any other gentleman in his position.
Mr. Ferrier: Will you allow me to say a word, Mr. Larnach? You have told the meeting impliedly that by electing Mr. Brown as a liquidator the Bank would have a preponderating say. I think all gentlemen who know Mr. Brown will say that Mr. Larnach is estimating Mr. Brown wrongly. I am sure of this that Mr. Brown will not favour the Bank or anyone else in the liquidation of the affairs of this Company. He is a man above that.
The Chairman: I did not say that he would—I never hinted at it even.page 24
Mr. Ferrier: If Mr. Larnaeh does not mean that, I do not understand how the Bank will have a preponderating influence.
The Chairman: If Mr. Stronach or Mr. Brown and I disagreed, the decision must be recorded solely by one of the gentlemen you have now nominated.
Mr. Ferrier: Gentlemen, I was asked if I could state the Bank's views. At the request of Mr. Connell I named Mr. Brown. I do not think I can be accused of naming a nominee of the Bank, when in naming him I named one of your own Shareholders. I have no wish or intention or idea of obtaining a preponderating power for the Bank in naming Mr. Brown.
Mr. Larnach: If Mr. Ferrier will state that Mr. Brown has not been communicated with weeks ago by the Bank or by himself I shall be satisfied.
Mr. Ferrier: Mr. Brown has been communicated with. It would be an absurd thing for me to waste your time without knowing whether the gentleman I named would stand or not. I asked Mr. Brown the question, and he said he would stand if elected. Surely it was only a reasonable thing to ask if he would act if elected as a liquidator.
The Chairman: That only bears out, to my mind, that he is a nominee of the Bank.
Mr. Ferrier: I think you will bear me out that he is not a nominee of the Bank simply because I named him. I have named Mr. Larnach, and he is not a nominee of the Bank.
A Shareholder: I suggest that two liquidators be appointed to confer with the Bank on the appointment of another.
Mr. Connell: So far as regards Mr. Stronach personally, I should be prepared to support his election. There is no man in the city I have a more high respect for: however, there is the difficulty Mr. Larnaeh has stated, that if he and Mr. Brown were elected, if Mr. Larnach and Mr. Brown looked upon a matter differently, the settlement would rest upon Mr. Stronach, and considering he is nominated by the Bank—
Mr. Ferrier: Do not you think Mr. Brown would act entirely in the interests oi the Shareholders?page 25
Mr. Connell: I think anything he does will be done in an independent and proper way.
Mr. Ferrier: Then he only acts as a balance between the other two liquidators; if Mr. Larnach and Mr. Stronach oppose each other it is left entirely to Mr. Brown, in whom you have every confidence, to say which side shall win. I think you will bear me out in saying that Mr. Brown will act in the interests of Shareholders and of all concerned.
Mr. Larnach: I still feel it my duty to say that my objection is one largely interesting to the Shareholders, notwithstanding anything Mr. Ferrier has said to the contrary. I say there are no gentlemen whom I am acquainted with, and with whom I would sooner work than Mr. Stronach and Mr. Brown. From what I know of them there can be no possible objection to either of them individually. I will even say they are both more eligible than I am, but at the same time I totally object to the principle. It was said by the Bank that Mr. Ferrier himself would be proposed, but, by being proposed, he would have occupied a wrong position, and now in lieu of Mr. Ferrier we are asked to elect Mr. Stronach. The only possible objection I have to him is his connection with an allied institution. In my opinion it is not an independent election. I say that without wishing to give the slightest offence. I say it because I feel it, and feeling it, I feel bound to say it.
Mr. Blackie: I move as an amendment, "that Messrs. Larnach, Brown, and Connell be appointed liquidators."
Mr. John Gray: I second that.
The Chairman: Well, gentleman, I will put the amendment first.
It is proposed by Mr. Blackie, and seconded by Mr. Gray, "that Mr Wm. Brown, Mr. Connell, and Mr. Larnach be appointed liquidators." That is the amendment in opposition to the proposal by Mr. Jackson, For the amendment twelve have voted. Now for the motion. Those in favour of the motion by Mr. Jackson, seconded by Mr. Robin, that "Messrs. Stronach, Brown, and myself be appointed." Eight have voted. The amendment is carried.
Mr. Stout: You can take a poll by the share list.page 26
The Chairman: The amendment is carried by twelve votes to eight. According to the voting in the room, the meeting is now in favour of the amendment.
Mr. Stout: Section 44 gives the voting power.
Mr. Ferrier: The votes may be given either personally or by proxy. Counting by the poll, I hold that you can count proxies as well.
Mr. Stout: The way to test the voting is this: you should ask the chairman to take the votes according to the shares.
Mr. Ferrier: Yes, I ask you for a poll.
Mr. Robin: While I supported and seconded Mr. Ferrier's motion, I do not see what possible objection he can have to Mr. Council. I am sure he can have none personally.
Mr. Ferrier: Gentlemen, this question has been already discussed. As representing the only creditor, I think I have a right to demand the nomination of a liquidator. The Shareholders have two, Mr. Larnach and Mr. Brown, and surely I can ask you, the Shareholders, to give a large creditor a little consideration in this matter. I only ask for one liquidator, that is Mr. Stronach, and I think I am entitled to do that. I offer this explanation simply because, as Mr. Connell himself says, if the Bank were to appeal to the Court, that would be the course the Court would take.
Mr. Stout: I beg your pardon. The Bank has no power of nomination; the power to nominate lies with the Court.
Mr. Ferrier: I think the rule, at any rate, is that the Court will give every consideration to a large and only creditor, and I think I am asking very little when I ask yon to appoint the gentlemen I have named. You have two gentlemen of your own here—Mr. Brown and Mr. Larnach—two Shareholders, to look after your interests, and I think I am making a mild request when I am asking for one.
Mr Connell: I think, now that the vote has been taken, I would ask permission to withdraw for this reason, that I am quite satisfied that if the Bank presses this matter, and has really set its heart on having Mr. Stronach, we can only give way; that the interests of the Company page 27 demand that we should give way to the Bank in this matter. I have looked carefully into the Act, and am of opinion that if we once get the Company in an antagonistic position to the Bank, the Bank has us in its power, and that the Court will carry out the views of the Bank. Now, as the Bank appears to feel somewhat strongly about the appointment of Mr. Stronach, I would ask to be allowed to withdraw from the position to which I have been proposed.
Mr. Jackson: I thought in moving the resolution, that the Bank was very reasonable. The Bank, from the correspondence, appears to have acted in a liberal manner, and as the Meeting admits that all those who have been proposed are honourable men, I do not see any objection to their appointment.
Mr. Stout: As a Shareholder, I do not see that the Shareholders have any reason to be very thankful to the Bank for what it has done. The Bank has done what any other monetary institution would do. It has looked entirely after its own interests; and in looking after its own interests, I think it might have allowed the Company to go on for another year or two to see if anything could be got for the Shareholders. It seems to me that just as the Company was about to begin to clear off its indebtedness, the Bank comes down upon it and does not care twopence for the Shareholders. I feel bound to say that, and I also say this, that I do not think the Shareholders ought to be brought in antagonism with the Bank by supporting Mr. Council's nomination. I feel sure that everyone who knows him will know that he would take a proper course, and would not be swayed either by the Bank or the Company. And I can say the same of Mr. Brown. They are both practical gentlemen; they are not interested in the way that Mr. Larnach is in the Company, and would look after the Bank's interest just as well as Mr. Stronach. At the same time, I have nothing to say against Mr. Stronach. I can say the same of him, but I think that except the view of the Bank is that Mr. Council will not act fairly, the Bank ought not to irritate people who have lost their money.
Mr. Ferrier: I do not say anything of the sort about Mr. Connell and as to what Mr. Stout says about the Company having just begun to pay off its indebtedness, I do not think that is a fact.page 28
Mr. Stout: I said, just as they were beginning to see their way to pay it off.
Mr. Connell: I do not think we owe anything to the Bank, I quite endorse Mr. Stout's remarks on that. The Bank. I think, has acted cruelly. It has nearly broken our Manager down. The Company was doing everything in its power to reduce its indebtedness, and would have been successful, I believe, without loss to the Shareholders. It is not that I feel we are indebted to the Bank a single straw, but I cannot but feel this, that if the Bank made up its mind to treat us harshly, it has it in its power to do it, and if we get into a dispute with it about the appointment of liquidators, the Bank has the power to force Mr. Stronach's appointment. On account of that I think it is better we should give way to the Bank, not that I like it, nor think it clue to the Bankers for their kindness, but simply because they have got the power.
Mr. Lees: In the event of Mr. Ferrier losing on the vote being taken, would he still press for Mr. Stronach to be a liquidator?
Mr. Ferrier: I am not prepared to say until I see the result. It is a thing I cannot do hurriedly. I would have to consult my Board about it. I could not take such a step without consulting the Board.
Mr. Jackson: We shall, I believe, have a better result if we take the suggestion of the Bank than if we are forced into it
Mr. Connell: I would like to say that, while I desire to withdraw, I will not withdraw if it is against the wish of the meeting I should do so I desire, however, to withdraw, and to give way to the Bank, as it is determined to have its way in this matter.
The Chairman. Is there anyone in favour of Mr. Connell's withdrawal? Apparently there is no one in favour of your withdrawal.
Mr. Ferrier: Then I have to demand a poll.
The Chairman: Gentlemen, I will have to ask you to vote on this question again by poll—that is, to give your names correctly. There were twelve for the amendment and eight against it.
Mr. Robin: Will you allow me again to ask you to consider whether you cannot accept the proposal of the Bank. Mr. Brown is a page 29 most extraordinary man, one of the most extraordinary men I have met with. He is a most intelligent man; he can form an intelligent opinion upon almost any subject, and can hold his own against some men it is very difficult to hold out against. I have been surprised to see how he could hold his own against a gentlemen who generally gets his own way. I believe that if the Bank of New Zealand were to offer Mr. Brown all their capital it would not influence him in the least. Had they proposed any other person than Mr. Brown I should have been inclined to have gone with you, but as they have proposed him I should like to see the Company give way and accept him. The Bank could have no more influence on Mr. Brown than a drop of cold water on a duck's back.
The Chairman: I think we all agree with that; nor would the Bank, speaking for myself, influence the other liquidators, only I felt bound to tell you, as a Shareholder, that, though he, Mr. Brown, was a Shareholder, he was still a nominee of the Bank, and that Mr. Stronach is concerned in an allied institution. I do not object to Mr. Stronach because he is Mr. Stronach, on the contrary, I should like very well to work with him, but because I think it most unfair and one-sided for the Bank to have two nominees. I may be giving offence to the Bank by stating this fearlessly, but I cannot help that. I accept the responsibility.
Mr. R. Tapper: I take it in this light: as the Shareholders do not expect anything out of the estate, and as there is only one creditor, that is the Bank, what is the use of us fighting it as to who are to be the liquidators? As the Bank is our only creditor, and all the receipts will go to the Bank, how does it matter who is appointed?
A Shareholder: I expect to get something out of it.
Mr. Tapper: I do not.
Mr. Stout: I will sell my shares very cheap.
(The voting on the question of the appointment of liquidators was then taken). For the motion:—Messrs. Ferrier (Bank of New Zealand), Walter Guthrie, Henry Guthrie, Asher, Haworth, Jackson, Mountain, Robin. For the amendment:—Messrs. Larnach, Brodrick, Blackie, page 30 Bremner, Braid, Connell, Lloyd, Tapper, Sievwright, Stout, Gray, Lees.
Mr. Jackson: I move that the remuneration be one per cent, on the gross sales, to be equally divided amongst the liquidators.
A Shareholder: I second that; that is one per cent, on the gross assets.
The Chairman: The motion is, "that the remuneration be one per cent, on the gross assets of the Company, and that the same be equally divided."
Mr. Sievwright suggested that the division should be left to the liquidators to decide.
Mr. Connell: There is a large quantity of mortgages; how does the resolution stand worded?
The Chairman: "On the gross assets." Motion put and carried nem dis.
Mr. Ferrier: I interpret it in this way: that any properties offered at mortgage to the Bank do not come under it.
Mr. Stout: Certainly they must.
Mr. Ferrier: If the Bank is called upon to lodge its claim, it will, in the ordinary way, lodge its claim, and value its assets.
Mr. Stout: It will be on the gross assets the liquidators may have to sell. If they have the trouble of winding up the assets, it would be unfair to say, if there is nothing outside the Bank, they are to get nothing, If they have first to pay the creditors, and the Bank is the only creditor, then every shilling must be paid to the Bank. People will not work for two years and then be handed a cheque for fifty pounds.
Mr. Ferrier: I assume the position to be this, that if the Bank makes a claim in the usual way—filing assets—that the remaining assets will be realized and commission computed on them.
Mr. Stout: How much does that mean?
Mr. Ferrier: I take it that the remuneration of the liquidators will be about £1500.
Mr. Stout: Fix it at £1500.page 31
Mr. Ferrier: I am prepared to do that.
Mr. Connell: But the other resolution has been carried.
Mr. Ferrier: I have no objection to fix it at £1500.
The Chairman: The motion has been carried without dissent.
Mr. Stout: I do not think there would be much difference.
Mr. Ferrier: I assure you it was entirely under a misapprehension I put it in this way.
Mr. Stout: I cannot understand you. If the Bank get all the money paid before the commission comes in, I think the liquidators will get nothing.
Mr. Ferrier: I think you will agree with me that £1500 will be moderately good payment for the work. If more than £1500 is paid to the liquidators the Shareholders will be losing their money.
A Shareholder: Will one per cent come to more than that.
Mr. Ferrier: Yes.
The Chairman: However, it is no use taking up the time of the meeting, the motion is carried.
Mr. Connell: Seeing that the resolution was passed apparently under a misapprehension, would it not be in our power to authorise the Chairman to delete it, and to put it afresh, receiving any amendment upon it.
Mr. Sievwright: Some might have left the meeting.
Mr. Connell: We surely have the power to delete a resolution passed under a misapprehension.
Mr. Stout: I think you had better leave it as it is. However, you can call a special meeting if you think more is coming. I put it to Mr. Ferrier before, whether it was to be paid from what was coming to the Shareholders, or from the total assets of the Company.
Mr. Ferrier: It was quite under a misapprehension. I support Mr. Connell. I think if there has been a misapprehension the Chairman should be asked to delete the resolution. From the beginning I thought as I said, that £1500 would be good renumeration, and to give more would be quite unnecessary.page 32
Mr. Connell: To test the matter, I move that the resolution just put and carried be deleted from the minutes, and that the question be put again.
Mr. Ferrier: I second that.
A Shareholder; Can that be done?
Mr. Stout: If everybody agrees to it, it may be done.
Mr. Guthrie: It is entirely in the hands of the Bank, as to how they shall deal with their own securities.
Mr. Jackson: If this resolution is put, and one dissents from it, it cannot be carried.
Mr. Stout: I do not think the Bank has anything to fear.
The Chairman: This resolution has been carried, and it appears that unless we are unanimously agreed to have it deleted from the proceedings of the Meeting, that it cannot be altered.
Mr. Stout: Better let it go.
The Chairman: I shall be glad to act exactly in accordance with the feelings of the Meeting on the question.
A Shareholder: I do not think it will come to a thousand pounds.
Mr. Connell: I should like Mr. Stout to tell us whether it is competent for us to put the motion.
Mr. Stout: It seems to me that if a motion is once carried—if everybody is willing, I see no harm in deleting it; but, if any one objects, I doubt whether it could be done. The Bank has nothing to fear—the Bank fixes the terms.
Mr. Ferrier: In what way?
Mr. Stout: They fix the terms in selling the assets.
Mr. Guthrie: Only so far as regards mortgage securities.
Mr. Stout: That in entirely in their own hands.
Mr. Ferrier: That is what I asked.
Mr. Stout: I say that possibly if you call upon the liquidators to pay the money, your right of foreclosure will not be gone. I think the matter may be safely left to the Bank and the liquidators. Better not risk any law. If there is a dissentient vote a Shareholder might move the Court.page 33
The Chairman: The result of the voting by poll is: for the motion, "that Mr. Stronach, Mr. Brown, and myself be the liquidators," 700; for the amendment, "to appoint Mr. Brown, Mr. Connell, and myself," 327. The motion is therefore carried.
The Chairman: Before going away, gentlemen, I should just like to say a word or two with reference to the article in the Auckland Herald referring to "Dunedin Commercial Morality." I do not know that we need look in the direction of Auckland when we wish to find commercial morality. The only commercial immorality brought about by this Company, if there has been any, so far as I at present know, has been caused by mistaken judgment, but I think we have heard of such a thing as commercial immorality in Auckland, in the shape of Tammany rings and other combinations established for the purposes of rabid speculation, and I therefore do not think that those people north can come down here and lecture us on commercial morality. I think we can afford to let pass by without much notice any remarks they may scatter in our direction on that score, when we reflect on the national question of the sale of Native lands, and the many acts of jobbery and corruption perpetrated in that direction in the immediate neighbourhood of that high commercially moral city of Auckland.
The proceedings closed by Mr. Connell moving a vote of thanks to the Chairman, which was carried unanimously, and the meeting dispersed.