KAIHU VALLEY RAILWAY.

Auckland Star, Volume XXII, Issue 140, 15 June 1891, Page 3

KAIHU VALLEY RAILWAY.

j MR DARGAVILLE EXPLAINS.

The adjourned meeting Gf shareholders in fcho Kaihu Valley Railway Company was held this morning ab tho ollico of tho liquidators, Messrs Waymouth and Churton, Shortland-strcot, when Messrs Chamberlain, Brebb, Dargavillo, E. Waymouth, and Clayton (representing trustees in R. C. Bafstow's estate) were present, also Mr Churton (liquidator), and Mr Nicholson, solicitor to tho liquidators. Mr H. Brett occupied tho chair. Mr Waymouth said ha did nob know whether ho was in order, bub if ho was ho wished to move a resolution to fcho effocfc that the resolution ci fcho previous meeting with regard to tho unwarrantable pint of the business should be rcscindod. Tho Chairman said they had already, dealt with thab business. The question before them was to consider what should be done with the money proposed to bo given to the liquidators. That was really the first business, and he did nofc soe how they could deal wifch fcho other. The business of the meeting was the disposal of a sum of £120 which the liquidators hud pointed oub was in their hands ab the present time. Ifc was considered by them as found monoy obtained from fche Kaipara Railway, and the liquidators thought it should be divided between tho trustees for tho completion of the winding up of fcho estate. Since the last meeting he had found thab ab the meeting of shareholders held 12 months ago they gavo £250 for the winding up of fche Company. Previous to thab and prior to the death of Mr Barsfcow, a sum oi £250 had boon voted fco thab gentleman, of which £170 had been expended. Thab £170 and tho £250 paid to' fcha present, liquidators made £430, which, to his mind, was a large amount, as there were very few shareholders in the Company, and as fur as one could there had nob been very much labour. Besides ho noticed that some £50 or £60 had been paid fco the solicitor cf the liquidators, so that ib was evident a, great deal of work had been done by thab gentleman, and nofc by fcho liquidators. He did nob ceo thab this meeting could vote any further sum towards tho cost of lioraidation. Mr Waymoubh : " Allow mo to correct you, Mr Chairman. Mr Barstow expended £61 19s 9d, and there waa a balance of £23 0s 3d which the shareholders at the meeting when the second liquidators were appointed said should be allowed him for work done. Mr Barstow expended the money by going to Wellington on behalf of tho shareholders in this Company, trying, I suppose, to gee fche Government fco take over tho line. He j expended £61 19s 9d on that, and the balance, £23 0s 3d, the shareholders agreed j should be handed over to fche trustee as remuneration for work done by him during the time he had been liquidator. The Chairman : " What, was to his credit in the 'iank ab fchab time V

Mr Waymouth : " £201155, out of which he had expended £61 19s 9d, and there was a balance against him which, bad he lived, would, no doubt, have been accounted for ; bub the shareholders as thab meeting wished that money not fco bo charged againafc his estate, bub handed over to them as remuneration for tha time he was employed in fche service of the Company." Mr Churton: "The only charge against him was £23." The Chairman : "I was misinformed, then." Mr Churton: "No doubt you are mixing bho liquidators' remuneration aud the expenditure. The balance was £25 0s 3d.'' The Chairman : " Ifc does not alter the f?.et thab the amount voted was £250, that a portion of the work was done by Mr Barstow, and thab when these gentlemen wore appointed they received £350 for winding up the estate." Mr Dargaville : " The whole question turns upon tins point, what amount of work has since devolved upon the liquidators which had necessitated great delay ? To my mind there aro exceptional circumstances. Thoro is the fact bhab so many shareholders aro found, to bo in financial difiiculbies. If nil had been like yourself, Mr Chairman, wealthy and unquestionably solvent, tho liquidators would simply have had to notify the shareholders fco pay up. But, unfortunately, all shareholders wero nob in thab happy position, and some were found to ho in an impecunious condition. Two have died, and obheru have passed through tho Bankruptcy Court. Therefore I say there are exceptional circumstances, and that is a reason why tho liquidators should receive additional payment?. What we did a year ago does nob allecfc the case now, and I should like to hear either Mr Waymoubh or Mr Churton explain tho reason why they coniider that bhoy should receive additional remuneration." Mr Churton : " When wo undertook this work wo were given to understand that ifc would bo a, "matter of two or three months, and then it would bo finished. The Colonial Bank wars under the impression fchab the total expenditure for liquidation would bo £300. Then wo found this -extra money, and as ifc does not involve any extra loss on tha shareholders we think that we may fairly claim consideration." The Chairman, "Bub tho Bank would lose. They expected more." Mr Churton : "No; bhey looked upon ib fchab their debt would be increased by some £300 which v/as; not fcho case. Thequestion of tho power of the shareholders to vote fcho money is another matter, which, no doubt, our solicitor can settle. There is also another point. I have done an equal amount with tho other liquidator, and I have received one-third less pay." Mr Dargaville: "1 think tho commonsense business view of this is thab if additional money is voted, ib comes oub of fcho Colonial Bank. I would suggest that thia meeting shall depute one or two shareholders to confer with the Colonial Bank upon the subject. It is entirely for fchom fco say. If we vote £100, tho Bank gets jusb so much less. If ifc appears to fche Bank thai; by paying this amount bhey are likely to gain moro, then tho Bank will approve of it. I move that the Chairman and Mr Chamberlain waib upon fche Bank." Both gentlemen mentioned declined. Mr Dargavillo : " Will any shareholder undertake ib '!" The Chairman : " I think that this meeting has nob the power to vote this monoy. We have already paid a sum to wind up the affairs of this Company." Mr Dargavillo: "Then thab shows we have bhe power to vote more." Mr Waymoubh : " Suppose that fchia lasts for three years, what will bo our position then 1 There ia a precedent in the. ease of the Sash and Door Company, whero they voted the liquidators £300 for not near so nasty a job." Tho Chairman : "I did nob wish fco open tho quosidou again, but I tim.ifc say now, I would nob feel justified "in paying any additional remuneration to the liquidators. I don't feel that tho liquidator.* have done thoir duty. Some of the statements made by them at tho last meeting werenob absolutely correct. Ifc was stated thafc some creditors had gone to tho Supreme Court and thus taken tho matters oufc of the liquidators' hands. I find, however, thab the licjiiidatora mush lirsb move in tho matter, in facb I have learned thafc they did move in the matter." Mr Dargaville : " Thafc gives mo an opportunity of saying what I camo down from tho Kaipara for. I received a telegram stating fchab my position had beon assailed I don'b complain of the publicity that has been given fco this matter ; I only ask thab equal publicity be given to my explanation. A man fchab li3s to do wibh joinb stock companies must be prepared for the fullest daylight being lob into his proceedings. Ifc was reported in your paper, sir, thab I bad paid only £2t!4 in consideration of all the benefits I have received from this railway. Bub previous to that £1,160 had been paid by me, making £1,440 in all. That was tho utmost amount my limited means enabled me to pay, and rather moro than in strict justice fco all parties I ought to have paid. That I have already verified by declaration on oath at tho Supreme Court. Thab declaration, sir, ia filed ab fche Supremo Courb, and is open for you or any other person to inspect. In addition, Mre Dargaville paid £400, and we jointly gavo to the Company more thaa £2,00*0 worth of land for railway purposes without asking any consideration for it whatever. Ab tho time ib was givon, I venture to state thafc had wo asked ib would have been agreed fco cllow thab valuo to stand against any calls thab might be made, hi the then favourable aspect of the affairs of tho Company, I feel that ib would have been agreed to, but then nono of us anticipated these difficulties." Tho Chairman " I have feared ib all along." Mr Dargaville : " Yes, and when you did [ I offered to tako over your shares, but you refused." The Chairman : " No, sir ; I bagged of you to tako them. I offered them to oither yourself or Mr Morrin." Mr Dargavillo : " I want thig put before fcho public. I felt ab tho time 1 was carrying moro shares than I could aflord. I had 5,C00 shares in the Company, and knowing thab I could nob afford bo pay the calls, I wanted to sell some, and you, sir, for one, objected to my selling, stating fchab it would bo prejudicial fco tho Company for a director fco sell shares. Do you remember?" The Chairman : "Ido; and will answer when you have finished." Mr 'Dargaville : " Very well ; I wish fco pub myself straight. I felb thafc 5,000 shares was too many, bub in deference to your wishes I retained thab largo number of shares. Then a call for £2,540 was made by the liquidators, in addition fco £1,100 I had already paid, and I was absolutely unable to meet thab call. You yourself, sir, have paid your call, anil should have done the same hud I been a wealthy man. I asked for a reduction and received the answer thafc I musb cither pay up or tako the consequences. 1 eaid I could nob pay and was told to send in a statement of my position. I did so and have sworn to that statement. I dare you to go and examine that statement, and challenge you to find an inaccurate statement in is. The liquidators have fully examined ib, and so has tho Bank. In these circumstances the Bank, liquidators ana myself went to the ! Supremo Court. The Judge examined ! the affidavits, said it waa a proper thing to j do, and gave his approval as required by law, and tho thing was done. Ifc was absolutely impossible, in addition to fcho £1,160, for me fco pay the £2,340. As your paper has very carefully published 1 inuendos againsb me, I wish to mako my

statement so that I may also go before the public, lb has been known for a long time that this has been niy position. I don'b want to pretend to be a capitalist. Of course there is an estate vested in my children 18 years ago, but do you expect me to fake thab? I think I have bean held up as a target in a mosfc unfair manner, and I challenge the utmost inquiry. With regard to fcho liquidators I think that as regards Mr Keep ib was a pity that his name should have been brought in, I want ercdib from nobody. Therefore, I suppose ib is with regard to myself you object.." The Chairman : " You aro one of them." Mr Dargaville: " There are others in exactly the same position. There are others by whom compromises will have to be made." The Chairman : " We can only deal with those before us." Mr Dargaville : " You know they cannot pay." The Chairman : " I think they can if time is given." Mr Dargaville: "Of course you have paid your calls, but I think you might have been less censorious upon those who were proved to be in a less fortunate position." Tho Chairman: " With regard to the objection raised by Mr Dargaville in transferring his shares, at the first or second meeting of directors ab which calls were made Mr Dargaville gave us a p.n." Mr Dargaville: "Yes, and a jolly good ono ib was, too." The Chairman : *' Thab proved to me that you ought nob to have taken so large a number. At tho following meeting you moved ' That no shareholder should be allowed to transfer his stores,' and this resolution was carried." Mr Uargavilie : "I don't think so." The Chairman: "But I am certain. Well, the fact is thab when call after call was made you invariably gave p.n's." Mr Dargaville : " Which were all paid." The Chairman: "Yes; bub thero was fireab difficulty aboub it. You came up, and said, ' 1 cannot pay all this money, I musb be relieved ; I have got two good men, Mr D. H. McKenzie and Mr Blair, if you will accept them, and let me unload.' I said, 'No. Youworothemeansofstarting the Company, and now thab things are nob looking as well as they were at first, you wish for concessions which are net allowed fco any other shareholder, and you ought to bear the burden yourself. That is why I objected to your shares being transferred." Mr Dargaville; "I have no objection to that statement." The Chairman : "I believe you are in a better position to-day than when you first took up tho shares." Mr Dargaville : " No such thing ; I wish it were so." Mr Waymouth : "With regard to the resolution passed last Saburday, 1 stand in the peculiar position of a shareholder, a creditor, and liquidator of tha Company. An exception has beon taken to the manner in whichthe liquidators have performed their duties. I suppose with regard to Mr Dargaville." The Chairman: "Mr Dargaville, Mr Keep, and others." Mr Waymouth: "I think the shot was at Mr Dargaville. It- is known more or leas that I have been connected in business with Mr Dargaville for 20 years or more, and during all that time Mr Dargaville and myself have not been on very cordial business terms. If I had thought there was any show of getting thab money oub of Mr Dargaville I should have got ib. I may explain so far as the uncalled capital is concerned, the Colonial Bank is the only creditor. The Chairman : " What aboub the contractor and other creditors 1" Mr Waymouth : " Tho Colonial Bank holds a mortgage for £9,000 and in no circumstances can the amount received from the contributories meet that; therefore, I say, tho Colonial Bank ammo other can bo interested." The Chairman : " You have no right to assume that." Mr Waymouth :"I am sure o 1 it. Then it was said that had the liquidators pressed Mr Dargaville through the Courb, very likely bhey would have gob bhe whole monoy oub of him. Any law proceedings must be paid by the Colonial Bank, and it was natural to suppose that the Bank would nob advance money for thab objecb, and what were the l.quidators to do ? They did all they could, but they felt that if Mr Dargavillo ivas forced through fche Court, the creditor most concerned would have suffered by the proceeding. The Act provided for the course adopted." Tho Chairman : " You said tho other day thsb Mr Dargaville had cub the ground from under your feeb." Mr Waymoubh : "Thab was a misbake in speaking." The Chairman: '''I think you should have consulted the other creditors." Mr Waymouth : " I feel sure that had you given the matter proper consideration no such resolution would have been passsd. Mr Churton only received £100, whilst 1 got £150. I therefore leave myself oub of the matter, and say he is entitled to something." The Chairman : " If the Colonial Bank is the only creditor interested then let them grant ib." Mr Dargaville said that probably tho Bank would like an expression of opinion from the shareholders. The Chairman said ho would nob support it, for he still felt that had these gentlemen endeavoured to mako arrangements with Mr Dargaville and another, they would have got moro. In the past Mr Dargavillo always said ho could not pay, but Ifc always cams up smiling ab the finish. .Mr Dargaville said Mr Brett had been exceptionally fortunate in that he was able fco pay. He then read from the minute book the resolution passed on the motion of Mr Morrin seconded by Mr Brett " that no share in the Kaihu Valley Railway Company shall bo sold." The Chairman said that was after the sale of the 200 shares, but there was a previous resolution. Mr Dargaville said thab as Mr Waymouth had generously given way ho would move thab Mr Churton be paid £50 subject to the approval of tho Bank, This was seconded by Mr Chamboriain and adopted. Mr Waymoubh then moved, "That in the opinion of this meeting, the work of tho liquidators has been satisfactorily parformed. " Mr Dargaville seconded the motion. The resolution was adopted, Mr Dargaville and Mr Waymouth voting for ib and Mr Brett against. Mr Chamberlain did not vote. Mr Dargaville moved and Mr Waymouth seconded, "That the resolution passed at tho meeting on Friday with regard to the conduct of the liquidators be rescinded." Mr Waymouth and Mr Dargaville voted for tho resolution, the Chairman against. Mr Chamberlain (acting for Mrs Chamberlain) did not vote, and the motion was carried.