ROSS GOLDFIELDS. A CALL OBJECTED TO.

Evening Post, Volume LXXXII, Issue 131, 30 November 1911, Page 3

ROSS GOLDFIELDS. A CALL OBJECTED TO.

"WHY NOT POSTPONE IT?" The Ross Goldfields litigation was advanced a further stage yesterday afternoon, when the adjourned motion for an injunction restraining the directors from enforcing a call of Is per share came before the Chief Justice (Sir. Robert Stout). In hie affidavit, C. P. Knight, chairman of directors of the company, eaid that with regard to the statement that he attempted to close the meeting against the wish of >the shareholders, he acted on the advice of Mr. G. ILFell, solicitor to the company,' and he left the meeting in accordance with his advice that no other business could be transacted at that meeting. The .articles precluded any other business, ■and 1 shareholders holding proxies for that meeting had no power to vote for their principals on matters foreigii to the purpose for which the meeting was called. The scheme propounded by Mr. Davis was carried on the voices- at the extraordinary meeting held on 22nd 1 November, but he believed that a number of, shareholders present did riot exercise their votes. A call of Is pel' share was ' made for tho purposes of the company, and the reasons were set ou)> in the minute. For'sdmo time {he directors had been considering the advisableness of making a call, anij only postponed it pending the result . of a further' iesue 'of shares, called 1J sharps. A number of -these were taken up by shareholders, but, as the result of Ihffi, meeting;, .the* directors did not, proceed"' with the.ipsuo of B shares, and, had to refund 'the application money&" A call had to-be made at once 'to provide funds for the company. , Without a call: the company would not hav.e. had sufficient funds to pay all liabilities, .directors had never intended, ' and . did riot intend, to force their, policy upon the;, shareholders. They. had,, of necessity, v to abandon their scheme,' and were bound, if they continued . in office, to carry out the proposal pWsed at th© last extraordinary meeting of eharcholdors.. They only continued in office to afford, shareholders the opportunity^ of electing their successors \vjth 'a full knowledge of all the^ facts relating to the power plant, which hitherto had jiot ."been placed before shareholders, as tho directors had been endeavouring to cell the plant. The directors did not inteb'd to let any contracts or to expend any. money beyond what was absolutely necessary until their successors had been appointed, and plaintiffs had been notified accordingly. ' Mr. F. E. Petherick appeared for the moving creditors and Mr. G. H. Fell for the company. •-'' • < Mr, Petherick asked for tho injunction. ■£' . His Honour v (to Mr. Fell) : Why not postpone the call until after the meeting of shareholders on 14th December? Mr. Fell said the finances of the company required it, and the call had, been properly made.' . * His Honour asked why Is had been required. Was it all needed ? Mr. Fell replied that there woro 70.000 shares spread over 256 shareholders. ,Th© call would produce £3500. The allegation that the directors wereseeking to force their policy on the shareholders was absurd. The directors intended resigning after the next meeting,

.but in the' meantime they were canyipg ' ' out the wishes of the shareholders', as conveyed in. the resolution parsed at.tfc* 'last meeting. , His Honour : Why not defer It unttt 2lst December? - The money was required at once, re« plied Mr. Fell, and it would takesom* time to come in. X His Honour asked why the amount of th© call was not mado wxpemV'Oi- ' threepence, but Mr. Fell replied that mo^ money would be required coon after. ! "Jt is the most extraordinary thing I'vi> heard of," declared his Honour; "you cannot postpone the call for it, week." Jf no explanation were given,, he added, ho would grant the Lnjunc* tion. '' Mr. Fell said the directors had beew forced to make the oall because their "protection" had not been renewed. Sinco making the call this had been . done; but they did not know this at*th« time. ■ '•> This, said his Honour/ furnished, am even stronger reason why the callshoald 1 be i|)&tponed. He *imply could, not underhand f the directors. ' After further discussion, his Honour suggested that the parties should come' to some arrangement. ,The issue of an , injunction might cast an undeserved! slur on the directors. The matter was adjourned. AGAIN ADJOURNED. • When the matter came before lrit>: Honour to-day. Mr. Fell said the directors had authorised hun to make a proposal which might mean a solution of: the difficulty! \Thb prbpoWl was thati the call be made payable oy instalments., Mr. Pethe^'ick : My whole, objection.' is to the; call Leing paid befol^e the meeting. The ishavehold^rs are vary' strong; on the point. )t "His Honour : I don't understand" why: ' ''the directors should not yield. ' I hay« l-oad the affidavits, but I d6n*tf see that* they are veally meettntj th© points mada on tlie other side. ,It leaves a, vague im* pwssion on my mmd — I may be wrong-?* that it is not for the purpose of getting money, but to get at the other fellows. ' '. I can't imdeiWland whj v tlie directors- v*should fight the matter; it is. incompre' « > ' liensible. ' Mr. .Fell had better ask them to postpone the>'call for a week. , \, t The .motion was ordered to staad o/^dp' until to-morrow morning to see if «?om«( , arrangement could not b© come to.. " .