N.Z. REFRIGERATING COMPANY.

Press, Volume LXVIII, Issue 20732, 17 December 1932, Page 16

N.Z. REFRIGERATING COMPANY.

THURSDAY'S GENERA J. MEETINGS, OFFICIAL REPORT RELEASED. The following report Ivda been released for publication by the Now Zealand Refrigerating Company, Limited: "'Two extraordinary general meetings of the company were held on December 15th. The first meeting at 2 p.m. was for the purpose of receiving the report of the shareholders' committee and the directors' comments thereon. A letter of apology from Mr H. A. Knight, the chairman of the company, was read; and in his absence., the vice-chairman, >S3r i'ram.is laO}-f : took the chair.

"At the outset of the meeting WUH agreed that a report should bo prepared by the secretary and released for publication, after "it had been agreed to bv the' chairman of tlio Shareholders' Committee. The first meeting adjourned at 2.30 p.m., in order to enable a second meeting called for that hour to be held. Resignation cf Mr Tripp.

'-'The second meeting was for the parpose of confirming alterations in tho Articles of Association, increasing the number of directors from five to seven and provided for the retirement of two directors each year. The alterations were duly confirmed, and the chairman announced that an election would be held for two vacancies created by the resolution, and added that a casual vacancv had also been created by the | resignation of Mr B. E. IT. Tripp. j "Mr Tripp explained that, for the j time being, he was too busy looking : after hi 3 private interests to be able to come to Christchurch as often as would be necessary in the near future, and that, in addition, he might have to go to Australia shortly. Ho added that he hoped, when he was able to give move time to the company's affairs, that ho would be able to offer himself for re- j election. , r m . ..; "The question of filling Mr Tripp b vacancy was considered and it, wa«l resolved to recommend the directors that it should be. filled at the next annual general meeting. Election of Two Directors. j "The following nominations for the j two vacancies in the directorships were j announced:-Mcssr« 0. P. Agar. J. J. CuniLgliaiu, W. H. B. church), G. V. Peaive (of aitotara), D. Ross (of VTauganuiV j "Mr G. V. Pearee briefly addressed 1 the meeting on his candidature.. The chairman then ordered a poll lor t.lO election of two directors and nominated Mr J. H. A. Moore as his scrutineer. ] The meeting appointed Mr J. G. Armstrong as tho second scrutineer, and the poll was taken. Tho chairman then declared the second meeting closed, stating that the result of the election would ba announced as soon as possible. A Legal Opinion. "The first meeting was resumed at 3.45 p.m. on a motion to receive the report and directors' comments. Mr J. MacGibbou, chairman of tho shareholders' committee, replied to the directors' comments; and, following him, Mr H. D. Andrews read counsel's opinion on the subject particularly of the executive's agreements. In reading this opinion, he emphasised the last paragraph in which counsel urged that tho opinion should be regarded as confidential and Hot to be published at the present juncture either in whole or part or in summary."Following the reading of counsel's opinion, Mr Mac Gibbon said that he wished to impress on shareholders that the main consideration was the interest of the company and, in tho circumstances, he strongly urged them not to take precipitate action, but to submit the opinion to a confer sneo consisting of: the directors, the shareholders' committee, and counsel. He went on to say that, in view of what he had learned of the company's position, he considered that, given proper management and reasonable market conditions, with its organisation the company was in a position to earn fair profits for the share- 1 holders. Ho also added that he would like the mooting to know that when the shareholders' eommitteo referred to their possession of information which it was not in the interests of the company to give, he did not infer that the information was of a character detrimental to the directors or executive of the company. Meeting Adjourned. "On the motion of Mr M. Ksteveiiaon, seconded by Mr F. W. Baron, it was reßolved that the directors, tho shareholders' committee, and counsel should confer on the report of the shareholders' committee and the directors' comments thereon, and the legal opinion which had been obtained, and report to an adjourned meeting to be hold at 2 p.m. in the Chamber of Commerce Hall on February Ist, 1033. "In closing the meeting, the chairman asked members not to form any hasty conclusions on the matters which had been before them, but to wait until they received the report on February Ist as the result of tha conference which nad been resolved upon. "The scrutineers then reported the result of the poll to the chairman, who announced the election of Messrs J B Cunmgham and W. H. E. Flint, subject to a recount of the votes. Messrs Cunmgham and Flint suitably replied and the meeting adjourned.' - '