MEETINGS.

New Zealand Herald, Volume XXV, Issue 9179, 8 October 1888, Page 9

MEETINGS.

BANK OF NEW ZEALAND.—SPECIAL MEETING. A STARTLING REPORT BY THE SHAREHOLDERS' COMMITTEE. A special general meeting of the proprietor? of the Bank of New Zealand was held at the Banking-house, Queen-street, on the 3rd October, Mr. George Buckley, President of the Board of Director?, in the chair. There were about one hundred shareholders present. The Chairman' : This is a meeting called for a special purpose, as announced by advertisement, but before proceeding to business it is necessary to see that the meeting is properly constituted, not only by the number of shares present, but also by proxies, and in the meantime that is being done. Subsequently the Chairman said: Gentlemen, —It has just been reported that more than the sufficient shares is represented— that is, more than 50,000 shares are represented at this meeting by proxy and by those present. The Inspector read the advertisement calling the meeting, and he also read the minutes of last meeting, which were confirmed. The Chairman : The first business is to receive the report of the committee appointed by the shareholders at the half--1 yearly meeting on the 20th April last. I will ask the chairman, Judge Gillies, to read it. THE COMMITTEE'S REPORT. Mr. Justice Gillies, as chairman of the Shareholders' Committee, then read the following report:— Gentlemen, —When at our last meeting you appointed us a Committee of Investigation into the affairs of the Bank, we naturally felt that such an appointment implied a widespread anxiety on the part of Shareholders to have independent assurances as to the Bank's real position, an anxiety justified by recent circumstances in its history. Thanks to the prevision of the Inspector, 1 and the efficiency of the Bank staff, our work : was facilitated and we were soon aide to assure ourselves of the soundness of the Bank in respect of its ability to meet all its liabilitiesa conviction which further e.\ami- # nation confirmed ; but we at the same time* found the position of things such as must be eminently unsatisfactory to shareholders, and that we were face to face with circumstances which necessitated a somewhat enlarged interpretation of our commission, mature consideration, and comprehensive measures in your interests. Hence unavoidable delay in the presentation of our report and recommendations. Our examination disclosed a mass of securities, taken in support of weak accounts, tiie value of which had fallen greatly, and many accounts in liquidation, or winch ought to be so, the cover for which had become obviously inadequate; altogether involving losses which the directors had not faced, but which, upon a rigorous examination, we feel convinced will absorb not only the whole of the reserve fund but also nearly one-third of the paid-up capital of the Bank—say, £600,000 in all. The data supplied to us are of a clear and exhaustive character, amply authenticated ; and after a minute and careful examination of the various accounts and assets, we are satisfied that, under good management and judicious realisation or securities, the amount named should cover all losses. You will naturally and properly expect from us something in elucidation of a state of things so startling, and which we had so little right to expect. It is obvious to us that for years past the Bank has been paying a rate of dividend which ought not to have been paid. .Securities have been held, and accounts kept going, in the vain hope of a recovery of the values placed upon them in what was, in fact, a period of inflation ; and supervening upon this, within the last two or three years, heavy losses in Australia brought matters to the climax, which we are now under the unpleasant necessity of facing. The principal Australian losses have been made in Sydney and Adelaide, where the selection of managers was in each case, to say the least, unfortunate. In .Sydney, after a : gambling career long known to most people, the manager was convicted of embezzling the i Bank's funds ; and in Adelaide money appears to have been advanced, or rather squandered, in a way which can only be characterised as reckless and disastrous. North Island, New Zealand.—ln Auckland we regret to find that, though the head office of the Hank is there, and its affairs under the immediate eye of the directors, the general character of much of the business carried on lias been most objectionable, and the policy pursued open to grave censure. Inflated schemes or proposals coming from, or influenced by, certain persons, appear to have met with ready support by lavish ad- , varices to companies and individuals, without ' adequate security or warrantable prospect of • advantage, or evert satety to the Bank. Such . advances not only account for more than half ! the whole loss now disclosed, but the securities held, being more or less unproductive, | curtail the earning power of the Bank, pend- j ing their realisation. South Island, New Zealand. —In the ! South of New Zealand, heavy losses in the ; past, incurred to a large extent through rash I or dishonest management, have been so far previously written oh" and provided for, but securities, in themselves of a sound enough character, have been held without adequate allowance for fall in values, and the deficiency has now to be recognised. And, finally, we find that advances have been made to some of the directors upon insufficient security, and from these advances heavy lost? has arisen, estimated by us as over £100,000, while certain transactions have come under our notice calling for the gravest censure if not for more specific, action. The connection between the Hank and the New Zealand Loan and Mercantile Agency Company, by the chief and other olficials of the Bank acting for the Loan Company, and being interested in the working of both, has not, for many reasons, been advantageous to the Bank, anil should, on no account, be allowed to continue, as we consider the Company has been unduly favoured by the Bank. As regards the responsibility for this state of things, the Directors, as your nominees, entrusted with full power overall the officials and affairs of the Bank, are no doubt primarily responsible, ami beyond remarking that the real control of the Banks policy appears to have been for many years in the

1 hands of a limited circle, with which the lafc General Manager was Ultimately associated we should probably have said no more on tin head, but for the circumstance that on appli cation to that gentleman for explanation o certain accounts he referred us to the Inspec tor. who he alleged had been <I facto Genera : Manager for five years—Ac, since 1883. W< have been at some pains to clear up tin question, and we are of opinion that Mr Murdoch's allegation is not only unsupportet by the Bank records, hut is distinctly negti i ti veil by the Board minutes and other evidence We find, further, that up to ISS6, when tin Holt frauds were brought to light by Mr Murray, Mr Murdoch was the only officia from the head office of the Bank who eve inspected or reported upon the branches ii I Australia, and that the effective control o that business, as well as of the accounts ii New Zealand which caused the bulk of thi losses we now deplore, did not pass to Mr Murray till the Bank's money had beet advanced, and the evil virtually done. Wt think it only due to him and the other senio: officers to acknowledge their loyal adherenci to the Bank, and their efforts to conserve your interests under circunistaances of verj exceptional difficulty. Having now communicated to you tin result of our investigations, wo have ncx to explain the measures which, upon con ference with the directors, we think shoulc be adopted to rehabilitate the Bank. Considering how much a bank's prosperity depends on its repute, and on the confidence reposed in it by its shareholders and tin public, the necessity for radical change; in the administration, and for increase of the capital of our institution became im mediately apparent to us. And we may here observe that through deaths and retirements the directorate and chief management have been virtually already reconstituted, and what we have further to say we ask you tc regard as the joint statement and recom mendation of the directors and ourselves .So much of the capital having been lost, it must, necessarily be written off, and tin shares reduced from £10 to i 7 paid-up, otherwise no dividends could be paid till the amount lost had been replaced out of future profits. This would leave the paid-up capita 1.700,000, and the reserve liability £1,000,000 We have obtained the advice of Londor counsel, that this writing off can be lcgallj done, and you will he asked to give the re quisite authority. We shall, however, asli your authority to apply for statutory con iirmation of the alteration, and for powei to the directors at their discretion to accept at sonic future time from shareholders who may be willing to repay, the £'1: per share written off, thus re-instating their shares at the original paid-up amount without increase of the reserve liability already atcc'iing to the shares. The expediency of ncrea sing the capital is so obvious that we , ced n <i occupy your time in discussing that .mult further than to say that it is not due to financial need of the money, but to the necessity for an increased amount of capital sufficient to ensure stability to the Bank and confidence to its depositors. It is proposed to take authority to create 100.000 new shares, and to issue 50,000— which would make the paid-up capital £1,200.000, and the reserve ' liability £1,500.000 — we are pleased to be able to announce that applications have already been secured in London for '20,000 shares by firms, and persons of the very highest financial standing; which not only ensures the success of the operation, but. gains for the Bank new connections in the best financial circlesconnections which the directors value highly, and will do their utmost to strengthen. Applications could have been secured for a larger number, if not, indeed, the whole issue; but it has been deemed better to reserve at least half for the colonies. Probably 25,000 will be offered in London at £1 premium, ami 25,000 in the colonies at par. We may say that our conclusions as to what should be done, and how it should be done, have been arrived at after months of anxious consideration : and after consultation with the London directors of the Bank, and with other persons thereof high standing, and. in seeking your authority for what we propose, we ask you to bear in mind that we are shareholders like yourselves, that your interests are our interests, and that, while the circumstances of the Bank require decided and well-considered action, it is not desirable to discuss publicly the details or the various considerations which have led us to the conclusions now laid before you. We will only add that, notwithstanding the character of our report, we see no occasion for despondency about the future of the Bank, or to doubt that the shares you hold, or those you may take up, will be a good investment. Finally, as regards the Bank, it should be borne in mind that the ordeal of such an investigation, at a time of depression so extreme, is one which would be trying to any institution. Other Banks, now strong and prosperous, have had trying episodes in their history, and the trenchant character of our report may be taken as evidence that we have determined to face and disclose all the facts. The goodwill of the Bank's business is of great value. It has in the past divided among Shareholders over and above 10 per cent, dividends, sums which aggregate nearly double the amount of the capital we now find to be lost, and while desiring to guard against the creation of unduly inflated expectations, we are in a position to say, from the figures of the half-year just closer!, that even now the Bank's legitimate business is capable of yielding good dividends, notwithstanding the serious drawbacks under which it has of late been working. When time has been given to enable the directors to get rid of unproductive assets, and to develop the Bank's legitimate operations, still better results may be confidently expected. On its merits, therefore, the investment is one which, it appears to us, may be expected to yield satisfactory returns, and within a short period to command a considerable premium. And it is to be ohserved that the Bank's business is by no means confined to New Zealand. In London there is a large and valuable deposit connection and exchange business, from which virtually no losses are ever made. In Australia there is business of a strictly legitimate character, represented by assets and liabilities aggregating over £3,000,000 sterling, and contributing a material proportion of the available profits to which we have alluded. And even as regards New Zealand there is no inherent reason why it should not be as prosperous and wealthy as any other colony of the Australasian group. is it inferior to any of them in cilmate, fertility, or natural resources? In its borrowing proclivities, which have been the subject of so much adverse comment, it is not singular : and in so tar as these have been excessively indulged in, that is but a passing incident in national history, the temporary consequences of which have been too sharply brought home to the people of the colony to permit of the lesson being soon forgotten. — We are, gentlemen, yours faithfully, Thomas B. Gillies, Chairman, Geo. Buckley, W. IT. COLIiEOK, John McLka.w Auckland, 3rd October, 1888. Copies of the report were distributed to those present in the room. INCKEASK OF CAPITAL. After a pause, the Chairman said : Gentlemen, ln accordance with the recommendations made in the report, 1 will propose to you the first resolution, "That the capital of the Bank be increased to the extent, of £1,000,000 by the creation of 100,000 further and additional shares of £10 each, and that the Board of Directors be and are hereby empowered to issue, dispose of, and allot 50,000 shares, or so many as they may think fit, on such terms and conditions, and payable at such time, and either with or without premium, as the Board of Directors may determine." Mr. W. S. Wilson seconded the motion. Air. Rkadkk Wood : Before putting that question 1 should like to know very much whether we have done with this report that has just been read '! I understood, sir, that the first business of this meeting was to consider the report that would be presented by the committee but if the moment the report is read you put a resolution to the effect that the capital of the Bank shall be increased, it seems to me that no time is left or opportunity given for the consideration of a report which, to the shareholders at least, appears to nic to be of the most important, and most grave description. I ask your ruling, sir, if any time is to be given for the consideration of this report before you put the next resolution, relating to the increase of the capital of the Bank ? Mr. Justice Gillies: Allow me to explain that nothing that is done at this meeting is of binding effect until there is another meeting held within a week, at which the whole matter will be discussed, and the proceedings confirmed, thereby giving shareholders an opportunity to consider the report before that. Mr. Wood : Knowing that, I may say that I think the explanation is perfectly satisfactory to the shareholders. Mr. Justice Gillies : Perhaps I was a little mistaken in what I said, that nothing that is done at this meeting will have a binding effect. The proposal to increase the capital will take effect at once, but the proposal to alter the deed of settlement — the next resolution —will not take effect, and there is no asking the shareholders to adopt the report at all; that can be discussed at the next meeting to be held a week hence. You cannot really be expected to come here and consider a report like that in half-an-hour, or even an hour or two. (Hear, hear.) It requires more time for consideration. But the motion to

increase the capital of the Bank requires prompt action. Mr. F. Cherry : Do we understand, then, that the discussion of the report—the consideration of it, is to be deferred? Ordinarily, the report would be the first business—the receiving of it and adoption or otherwise. I think, with all deference to the Committee that have drawn up the report—it is a startling report,—that it would not bo justice to them if it is deferred without comment of some kind. The CHAIRMAN : I may say that there must be another meeting after this to confirm the next resolution, and at the next meeting there will be also other resolutions with respect to the writing-off of capital. The committee have endeavoured to _ make as few meetings as possible, and this one was called at the earliest possible moment to present the report which had been drawn up. At the next meeting, to be called a week hence, the report can then be considered. I will put this resolution, which has been read. The motion proposed by the chairman was put and unanimously adopted. ALTERATION OF CLAUSE 13. The Chairman : The next resolution is with respect to the alteration of clause 13. I may say, just in explanation of that, that at present, under the deed of settlement, any new shares issued must bo paid in one instalment; this alteration is to allow them to be paid in one or more instalments. The resolution is :—" That clause 13 of the deed of settlement be, and the same is hereby altered, by omitting the words 'shall not' in the last line of the said clause, and substituting the word ' may' instead thereof." The motion was seconded by Mr. W. S. Wilson, and carried. DIRECTORS. The Hon. Shirley W. Baker : I beg leave to propose "That Messrs. George Buckley, William Henry Colbeck, and Frederick Nelson George, being the only candidates for the vacant seats at the Board of Directors, be declared duly elected." Mr. L. D. Nathan seconded the motion, which was adopted without dissent. vote of thanks. Mr. F. G. Ewington : Mi". Chairman, I think we should not let this large and influential meeting disperse without tendering a hearty vote of thanks to the committee for preparing this report. I think our best thanks are due to these gentlemen. There is a real honesty about this report. At a time like this, it is desirable that we should know the very worst state of things which has befallen the Bank, and I think the statement put before us shows that these gentlemen must have gone very carefully into this matter, and devoted a groat deal of time and anxiety to it. I therefore beg to propose a hearty vote of thanks to the committee. The motion was seconded by Mr. S. B. Browning, and passed unanimously. Mr. Justice Gillies : Gentlemen, I, as chairman of the committee, have to thank you for the vote of thanks you have passed to the committee. It has been suggested to me that this vote might be considered as confirmatory of the report, but we do not take it in that light at all. I take it that the vote is merely to thank us for tho trouble and labour we have taken in placing the true state of things, as we believe them to be, before you. lam sure that every member of the committee will be gratified at receiving the thanks of the shareholders. I may say that to Messrs. Buckley and Colbeck principally are due these thanks, because they have devoted themselves almost continually from the time of their appointment up to the present time to the labour of the investigation, and have given up their whole time to the task. At the same time those gentlomen who have not had so muoh time and leisure, have assisted in verifying the results these gentlemen have entered into and worked out the details of. We thank you for the vote you have given us. Gentlemen, I have just been reminded, in returning thanks for the vote of thanks to the committee, that it includes not only the four gentlemen present, but also Mr. Walter Johnston, who, although he has not been present to sign the report, has in London been of the very utmost service to us in the various arrangements, and in obtaining thead vice, we required. To Mr. Walter Johnston, indeed, the thanks ot the shareholders are as much clue as to the other members of tho committee. The Chairman : There is no other business, gentlemen. There will be a confirmatory meeting held a week hence, of which due notice will be given. The rough minutes were read and confirmed, and tho proceed terminated.

BANK OF NEW ZEALAND.

TO THE EDITOK. Sin, —I have read in your issue of the 4th instant the report of the Shareholders' Committee of the Bank of New Zealand, which was presented at a meeting of shareholders on the 3rd instant, and as the committee have seen fit specifically to name me in their report, which will be transmitted . to England by the outgoing mail, and as no other opportunity will be afforded me prior to the departure of the mail of making any counter statement, I will ask you to publish this letter in your summary, immediately following the report of the shareholders' meeting. In a time like this, after the unexampled depression of the past six years, I can quite appreciate the difficulty the committee would experience in attaching values to the large mass of securities held by the Bank. I have heard it urged that a property for which no offer can be obtained is worth nothing, and any advance against it should be written off as a bad debt. I have not the least idea on what data the committee have arrived at their estimate of loss, but unless on some such principle as above, the result is quite irreconcilable with any knowledge possessed by me of the Bank's securities. The result, however, is truly trenchant, and I can only congratulate whoever succeeds to the office of General Manager, that such a clean sheet has been provided for him. The innuendoes in the report are worse than the accusations, and do credit to the ingenuity of the framers. In the seventh paragraph there is one very uncalled-for, as to the selection of managers for Sydney and Adelaide. Such selection, it is said, was in each case, to nay the least, unfortunate, the implication evidently being that the directors had some sinister motive in making the selection, a totally gratuitous and unwarrantable reflection. The paragraph goes on to say that after a gambling career, long known to most people, the manager was convicted of embezzling the Bank's funds. Here, again, by inference, shareholders are asked to believe that there was culpable neglect in the directors not knowing what was known to most people. This matter was dealt with at the half-yearly meeting on 28th April, 1886, when in reply to a question "whether in the opinion of the authorities a man who is apparently notorious as a bettor and racing man is eligible for the office of manager of a bank ?" it was stated that neither directors nor executive had any knowledge of the manager having such character, and if the knowledge was possessed by shareholders, it was much to be deplored they did not give a note of warning to the directors. -The same reply may well be given to this part of the committee's report. The further statement that in Adelaide money appears to have been squandered in a way which can only be characterised sis reckless and disastrous, is a very wild one, with some justification as to the character of some of the advances, but without any allowance for, or appreciation of, the almost universal bankruptcy which overtook the commercial community of Adelaide consequent on the effect of a four years' drought. If directors and managers had the advantage possessed by the committee of judging after the event, it would be a very easy matter to avoid losses. I pass over the next three paragraphs, which more properly fall to be answered by some member of the Board. In the eleventh paragraph there is a very uncalled-for allusion to the New Zealand Loan and Mercantile Agency Co. There may be different opinions as to the value of the connection, on which the Committee appear to set so little weight, but I can say that as far as rates for business go, the company has had no advantage over other important commercial accounts. It is, however, to the next paragraph that I would desire to call special attention. Innuendo again appears in the statement that I was intimately associated with a. limited circle who have had the real control of the Bank's policy i for many years. It is impossible for me to \ say what was in the minds of the com- '■ mittee when this was written. I do not ; suppose it is meant to be implied that this I

limited circle was outside the Bank; if so, the implication would be as unworthy the committee as insulting to me. If* the limited . circle was the Board of Directors, surely it is not unnatural that more or loss intimate association should exist between them and the General Manager. lam not, however, aware of ever having had a transaction vdth any of the directors, except being fellow-sufferers in various local enterprises in which we were shareholders, much to our own loss. The report would, no doubt, have been more sympathetic if its compilers had risked some capital in same direction. I much regret the importation of the remainder of this paragraph into the report, which lends to it an appearance of personal animus, from which it should have been free. There is in it misrepresentation of my action, and misstatement of facts, which a little wider inquiry would have prevented. But, while I adhere to the statements I have made, I am not going to follow the example of the committee by introducing into this letter potty questions of division of responsibility and relative efficiency of officers. These were subjects for the private consideration of the committee, but can have no interest for the general body of shareholders, and should have had no place in the report. I will only further add that this is no time for vituperation and recrimination, which the report seems to court. We may disagree as to the warrant for such very incisive action as has been taken, but I am sure that there can be but one hope, that it will prove to have been for the best interests of the Bank.— am, &c. 1). L. Murdoch. Auckland, 6th October, 188 S.

THE COLONIAL BANK OF NEW ZEALAND. The twenty-eighth half-yearly meeting of the shareholders of the Colonial Bank was held at Dunedin on September 26, at the bank, Princes-street, Mr. G. McLean, chairman of directors, presiding. The report and balance-sheet were read as follow :— The Directors beg to submit to the Proprietors the accompanying Balance-sheet and Statement of Accounts for the Half-year ended 31st August last. X, is. d. The net profits for the half-year, alter deducting interest paid and accrued on fixed deposits, rebating bills under discount, and charging all expenses of management, rent, etc., and duly providing lor bad and doubtful debts, amount to .. . . 16,135 0 6 To this has to bo added balance from last half-year 4,126 10 2 £20,261 10 S And there must bo deducted tax on note circulation and property tax .. 1,935 12 11 Leaving available .. ... .£18,275 17 9 Which the Directors recommend to be applied as follows :— Payment of dividend at the rate of 7 per cent, per annum on the paidup capital .. ..£14,000 0 0 Balance to be carried forward 4,275 17 9 £15,275 17 9 Upon confirmation by the Proprietors of the foregoing appropriations, the Dividend will be payable at the Head Office on and after 27th instant, and at tho Branches on receipt of the warrants. Geo. McLean, Chairman. Balance-sheet of the Colonial Bank of New Zealand, As at 31st August, ISBB, including London Office at 31st .May, ISBB. Pit. £ s. d. Capital, £2 paid up on 200,000 shares .. 400.000 0 0 Notes in circulation 100,332 10 0 Bills payable and other liabilities .. 616,52114 6 Deposits 1,684,448 2 3 Balances due to other banks .. .. 542 13 2 Reserve fund .. ... ... .. 49,000 0 0 Profit and loss ... „ _ .. 18,275 17 9 £2,709,120 17 8 Cr. £ s. d. Coin and cash balances at Bankers .. 343,819 0 0 Bullion on hand and in transitu .. 4,503 10 Government securities. consols, etc £152,453 4 5 Government loans .. 404,493 2 11 556,951 7 4 Notes of and balances due by other banks 12,372 10 3 Landed property and bank premises .. 112,219 1 9 Bank furniture and stationery .. 7,385 19 9 Bills discounted, bills receivable, and all other debts duo to tho Bank ..1,731,869 7 9 £2,709,120 17 8 PROFIT AND LOSS ACCOUNT. Dr. & s. A. JC a. cl. To transferred to reserve fund on2Bth March 18S8 .. .. 1,000 0 0 „ Dividend at 7 per cent, per annum at 29th February, ISSS 14,000 C 0 15,000 0 0 ~ Charges for tho half-year, including rent, taxes.salaries, remuneration to directors and auditors and all other expenses, at head office and 25 branches .. .. 21,220 S 5 „ Tax on note circulation .. .. 1,013 IS a „Property tax on paid-up capital and reserves to 31st August, 1833 971 14 0 ~ Proposed dividend at the rate of 7 per cent, per annum on the paid - up capital .. .. 14,000 0 0 „ Balance .. .. 4,275 17 0 18,275 17 0 £56,487 19 I Cr. £ s. d. By balance profit and loss at 29th February, ISSS 19,120 10 2 ~ Gross protit for half-year (after making provision for bad and doubtful debts, interest paid and accrued on fixed deposits, and rebate on bills current) amounts to 37,301 8 11 £50,457 19 1 RESERVE FUND. Dr. £ s. d. To balance „ _ -. .. 49,000 0 0 £40,000 0 0 Cr. By balance 29th February, ISSB .. 48,000 0 0 ~ Transfer from Prolit and Loss, 28th March, 1888 1,000 0 0 £49,000 0 0 GEO. McLean, Chairman. H. .Mackenzie, General Manager. We have examined the Cash and Bills on hand at Head office, and compared the Abstracts of Balances from the various Brandies, and certify the fore<;oiii» statement to bo in accordance therewith and correct. Edmund Smith, I Auditors A. G. PENwicic,/ Aua " or ' Dunedin, 13th September, 188s. The Chairman, in moving the adoption of the report and balance-sheet, said that if the banking returns throughout the colony were looked at by the shareholders, he thought they would feel satisfied with the progress made by the Bank. The profits made were never higher than they were during the past half-year. As to the future he thought they had never had more cause to meet cheerfully to discuss their matters than they now had, for he felt convinced that a decided turn in the state of affairs had come about. He felt the time would not be long before they had their departed population streaming back to this country faster than they went away. Let them take the rise in the price of wool, frozen mutton, and wheat, while they had the mining industry looming well, and the coal industry being largely developed— these advances in the value of the country produces meant an inflow of at least a million of money, and the result of that inflow must decidedly improve the affairs of the country and of the bank. The motion was seconded by Mr. Acton* Adams (Christchurch) and carried. A motion was carried that the Articles of Association be altered to increase the allowance to the directors to £1000, of which the Chairman should receive £400. NEW ALBURNIA GOLDMIMNG CO. The third annual meeting of this company was to have been held on Sept. 28, but it lapsed fpr want of a quorum. The directors' report to the shareholders was as follows :— In presenting you with our report and balancesheet for the past year we are pleased to state that the results of the year's operations, though not such as to enable us to declare a dividend, are, nevertheless, satisfactory, in so far as that no calls have been made on the company's capital, and that, the net profits for the year amount to £338 4s Od, which amount will assist largely towards enabling us to declare a dividend, an we hope to do, at no distant date. The mine managers report, herewith submitted, givos such full particulars of all works carried out during the year, and of those now in progress, that it is not necessary for us to supplement the same, further than by the remarks pre viously made re prospect of our being soon enabled to declare a dividend. In pursuance of the company's rules, the present directors and auditor retire from office, but being eligible for re-election, ffer themselves for same.For the directors, C. Alexander, chairman. The balance-sheet was also prepared, and showed : liabilities nil; assets, £343. The profit and loss account was as follows :—To expenditure: £816 0s 4d, less liabilities as per last balance-sheet, £13, £803 0s 4cl : total £1141 4s lOd. By gold proceeds, £572 12s 8d ; tribute ditto, £564 15s 2d ; sundries, £3 17s : total, £1141 4s lOd. AUCKLAND TIMBER COMPANY. A meeting of the shareholders of the Auckland Timber Company was held on Oct. 1 at the offices, Custom-street, Captain Daldy, chairman of directors, presiding. About twenty-five shareholders were present. The Chairman moved, "That the company be voluntarily wound up." He said I that in fourteen days the resolutions passed at the present meeting would have to be

confirmed, and the directors would then resign. The motion was agreed to. Mr. Elkin moved, "That the remuneration of the liquidators be 4d per share, all the costs of liquidation to be paid by the liquidators." The sum of 4d per share would amount to about £500, a great portion of which would be paid by themselves ; and should any unfortunate hitch occur, or any contingencies arise, the shareholders would ask them to take the responsibility upon their shoulders. If they did that the shareholders would make a very good bargain, whilst the directors, whom he would propose should be appointed liquidators, would be paid for their trouble. After discussion, Mr. Garlick moved, "That the remuneration of the liquidator be £100. Mr. Hoffman seconded the motion. After further discussion, the amendment was put and lost, only the hands of the proposer and seconder being held up in its favour. The motion was carried. On the motion of Mr. Elkin, seconded by Mr. Hughes, the directors of the company, Captain Daldy, and Messrs. Holdship, Watson, Brown, and Wade, were appointed liquidators. NORTH NEW ZEALAND WOOLLEN MANUFACTURING COMPANY. The adjourned meeting of the abo\ e company was held on the 26th £ ptember at the large room of the New Zealand Insurance Buildings, to further consider the proposal of the directors to voluntarily wind up the company. There was a good attendance, although not nearly so large as that held on Friday, and Mr. R. C. Barstow, chairman of directors, again presided. The Chairman said as they were aware this was an adjournment of the meeting held on September 21, and the object of that adjournment was to ascertain how many preferential shares would be taken up, so that steps might be taken to prevent the whole being lost to the shareholders. He wished to state that Mr. Ivey, the manager of the Bank of New South Wales, had written a letter to the shareholders, but it could not be read at this meeting, as it would be introducing new matter, and this was a special meeting called for a special purpose; but the gist of it was that he (Mr. Ivey) was hardly treated by what he (the chairman) had said or was reported to have said. He had to qualify one expression in the papers by saying that they had been treated with every consideration by Mr. Ivey, and now, on behalf of the directors, he desired to say that they had no grounds of complaint whatever ot the way in which they had been treated by the Bank of New South ''.Vales. They could find no fault whatever with the way in which they had been treated by the bank. The bank gave them notice months before, in fact before the circular was issued on the 11th of May. Ho would now put the resolution, which had already been proposed and seconded: — " That it has been proved to the satisfaction of this meeting that the company cannot, by reason of its liabilities, continue its business, and that it is advisable to windup the same, and accordingly that the company be wound up voluntarily." After a lengthy and acrimonious discussion, the motion was carried. Mr. Batoer then moved, "That the chairman, Mr. Barstow, and the secretary, Mr. Joseph Barber, be appointed liquidators. " Mr. Hutchison seconded the motion. Mr. Morton moved, " That Mr. P. Clark be appointed with Mr. Barstow," and Mr. Mclntyre seconded the amendment. Mr. Butcher proposed that Mr. Groom be appointed one of the liquidators. For the motion, that Mr. Barstow and Mr. Barber be liquidators, 28 voted; for the motion, that Mr. Barstow and Mr. Clark be liquidators, 11 voted ; and, for for the motion, that Mr. Barstow and Mr. Groom be liquidators, none voted, and Messrs. Barstow and Barber were therefore appointed.

ONEHUNGA LAND SOCIETY. The half-yearly meeting of the above society was held in the society's office on Oct. 4. There were a considerable number of members present. Mr. C. V. Hill, vicepresident, occupied the chair. After the minutes of the last meeting had been adopted, the financial statement was read. It showed that receipts for the half-year amounted to £691- 15s lid, while a sum of £1.123 llis 9d was fixed in the bank. On the motion of Mr. Fleming, seconded by Mr. Hill, the balance-sheet was passed unanimously. Mr. C. C. Fleming said it would be well to announce to the shareholders that the directors had under their consideration a proposal to alter the rule providing for the paid-up shares receiving 8 per cent. The amount of interest payable in many places at present had been considerably reduced, and it would be well to move in a course which would be beneficial to the society. After a lengthy discussion, the matter dropped. A vote of thanks to the Chairman terminated tho proceedings.

EDUCATIONAL CONFERENCE. A public Conference, held in connection with the Auckland branch of the New Zealand Educational Institute, was opened on Sept. 25, at the Wellesley-street School. Mr. R. D. Stewart, President of tho branch, occupied the chair. There was a large attendance, including many ladies. Almost till the head-teachers of Auckland and of the country districts were amongst the audience, which also included Mr. F. J. Moss, M.H.R. Sir George Grey, M.H.R., was present during the afternoon, and Mr. J. lE. Upton (Chairman of the Board of Education) attended during the morning. In connection with the Conference a conversazione was held in the evening at the Wellesley-street School. There was a large assembly of ladies and gentlemen, and pices they had met. During an interval which was devoted to general conversation and introductions, refreshments were served, and Mr. Martin, who had a powerful microscope lent by Professor Thomas, gave very interesting exhibitions of its powers, while Mr. Lcnnard, of Parnell, manipulated an electric pen, the working of which was watched with ranch interest. The second part of the programme, like the first, con sisted of songs and recitations, and Mr. H. VVorthington delivered an interesting little speech. On October 3 an extraordinary general meeting of the New Zealand Timber Company was held at Messrs. Devore and Cooper's offices. Mr. J. Chambers presided. The meeting had been called for the purpose of confirming the following resolutions passed at a general meeting held on September 5 : —(1) " That the New Zealand Timber Company be voluntarily wound up." (2) "That Mr. George Holdship be appointed liquidator." On the motion of Mr. Thomas Morrin, seconded by Mr. James Macfarlane, the resolutions were confirmed. This formed all the business. The ordinary monthly meeting of the Auckland Institute was held on Sept. 24 in the Museum Buildings, Princess-street. Professor Thomas was in the chair. Owing to tho wet evening the attendance was rather small. The donations since Inst meeting were : " Transactions of the Royal Society of South Australia," vol. x., the Society ; " Brnnton's Text-book of Pharmacology," Dr. Davy ; " Roweli's Electric Meteorology, and the Cause of Rain," the author, per Mr. G. Graham ; 160 bird skins, 25 mammals, 30 reptiles, 30 deep-sea fishes, in exchange from the Imperial Museum of Natural History, Florence; rock specimens and birds from the Kermadec Islands, Captain Fairchild ; birds' eggs from the Kermadec Islands, skins of tropic bird, Mr. T. Bell, Sunday Island ; orange dove (Chrysoena), from Fiji, Mr. H. C. Choyce ; specimens of Pecten pallium, Mr. Partridge ; New Zealand land shells, Mr. Webster. Mr. T. F. Cheeseman, F.L.S., read a paper on some birds from the Kermadec Islands. Dr. Purchas read a paper prepared by the Venerable Archdeacon W. L. Williams on " The Visit of Captain Cook to Poverty Bay and Tolago Bay." The paper was of a very interesting character, and gave a detailed account of all the events connected w'th Captain Cook's landing at these spots. On the 2nd October, at a special meeting of the Council of the New Zealand District, Independent Order of Rechabites, S.U., Brother J. G. Carr being about to proceed to South America, tendered his resignation as secretary, which was accepted with many expressions of regret, each officer and representative present testifying to tho marked zeal and ability with which Brother Carr had ever discharged the duties of the office, and wishing him every success. The annual meeting of the Society for the Prevention of Cruelty to Animals was held at the rooms of the Chamber of

Commerce on the 27th September, Professor Brown presiding. The report stated that the accounts were in a more satisfactory condition than was the case at the end of the previous year. Mr. R. Browning's death was deplored. The balance-sheet showed liabilities to the amount of £12 17s M. Some discussion took place as to the cruelty suffered by cattle in their shipment by rail in this district, and the chairman said he hoped thattheExecutiveCommittee would note the remarks which had passed on this subject. The following officers were appointed :— Patron, His Excellency the Governor; vicepatrons, their Lordships Bishops Cowie and Luck, and the Rev. R. Bavin ; president, Professor Brown ; vice-presidents, Hon. E, Mitchelson, J. M. Clark, Webb, Dr. Kidd, Judge Munro, Messrs. Burtt, and Halstead? Hon. solicitors, Messrs. Thorne, Dufaur, Earl, and Mahony ; executive committee, Messrs. Hutchinson, Ewington, Barrow, Hull, Lawry, Cranwell, and Morton auditor, Mr. Tait; secretary and treasurer, Mr. J. Burtt.