N.Z. INSURANCE COMPANY

Evening Post, Volume LXXXII, Issue 23, 27 July 1911, Page 2

N.Z. INSURANCE COMPANY

OPERATIONS EXTENDED. '•SHAREHOLDERS KNOW BEST.'* The New Zealahd Insurance Company was authorised by the Court of Appeal to-day to extend it* objects bo as to undertake trustee, executor, and flttarantee business. •By special resolution, the shareholders arrived at a decision to amend its articles of association, but the permission of tho Supreme Court tvwi necessary, and «. petition accordingly came before Mr. Justice Edwards at Auckland. His Honour considered tho case to be of such importance that he ordered that it be argued before the Court of Appeal, in order that a definite line of procedure in such cases should be laid down. The petition wa« heard by the Court of Appeal on 6th July. The Bench was occupied by Sir Robert Stout (Chief Jus. tice), Sir Joshua Williams, Mr. Justice Dennistoh. and Mr Justice Edwards. At the hearing, Mr. H. P. Richmond, of Auckland) appeared in Bttpport of the petition. /The company was incorporated in 1862 under the Joint Stock Companies Act, 1860, as «.n unlimited company, and in 1906 it wfl.B ,'egialered m 5 limited lift' bility company in accordance with the provisions of the Companies' Act, 1003, and tho Fitw Mid Marine Insurance Com. panics' Act, IBRD. Hie registered office of the company is at Auckland. Th* nominal capital i« £1,600.000, provided for by 160.000 shares of £10 each. AH the shares are issued, and £2 per nhare has been paid tip. Tho present object of the company e» «eb oul in clause 3 of the memorandum of association ib to carry all kinds of in* eurance and re-insurance busineas, not including ordinary life insurance busi* hots. In giving the judgment of the court to-day, Sir Joshua Williams saMs— . "There are no creditors of the company. What the court therefore haa to consider is laid down, in subsection 5, vifc. v Does it appear that the alteration is required in order to enable the company— (c) to carry on its business, more economically or more efficiently 5 or (d) to attaih its main purpose by new or impTov* fed meatis; or (ej to enlarge or change the local area of its operations; or (f) b carry on any business or businesses that under listing cireumstancfcß may conveniently or advantageously be Combined, with the busitierw of the company ; or (g) to t-CTtrictor abandon any of the objects specified ih the memorandum of association or deed of setlement? It is under paragraph (f), that the company *eek* to bring the proposed amend went, and the evidence* is that it would be for the advantage of the compnny to grant' the amendment, and that other insurance companies have had granted lo them, the powers sought by this company. ;.Thn court has no objections from flliy share* holders to consider. A 6 Micro ni'e no creditors v?ho can bo affected, the questions to be considered, in our opinion, arei— • "(1) Will any shareholder be injured by the proposed amendment? , "(2) Will anyone hereaFter dealing with the company be deceived by the granting of the amendment? "(3) Are the powers proposed to be granted by the amendment within the powers ngnnlly gr&ntefl to &ueh companies? "A& to the first question, neither the trustee and executor business nor the guarantee business upon which the company proposes to enter are bo haßardoua > &s fire insurance. Moth branches rf \>minesß are freqnently conducted by fire in> suranee companies. The ihwehelflers have assented to the amendment author* ising the company to carry on these busl. nesses, and there are no dissentient shareholders. The other proposed •&mend« ments, though giving apparently vide powers to the company, are substantially in accord with the common powers given in, Palmer to Vjb inserted in a memor&ndtim 0? association. "Aa to the second, the burfneeses proposed to be allowed to be carried on, and the powers proposed to be given ere frequently carried, on by insurance companies, and a** authorised by their tnemo. randum of association. There ii no Tea* son, therefore, to Bttppose that the name of the company— the New Zealand Insurance Company— will lead people to believe that the business of the company is confined* to insurant?© only, and may not include other business which inßiu 1 * ance companies are in the habit' of ctvrry» ing on in addition to purely insurance business. , "As to the third point, various other companies have been allowed to 1 make Blmilar wnpndmenta. "The principle on which th* Eneltol* cases appear to go U tlut in* . (more* holders ltnow best what is good *or them. Belves and for the company, If there is no opposition, and if the court sees clearly that neither live creditors 0! the company will suffer, nor those who dew with the company or bny shares m the company, arc likely to be deceived or misled, the court will, except in extraordinary circumstances, confirm the alteration. Of course, if there is opposition, different considerations would apply. The suggested alteration* will iTierefore bo confirmed."