MEETINGS.

New Zealand Herald, Volume XXVII, Issue 8163, 27 January 1890, Page 1 (Supplement)

MEETINGS.

BANK OF NEW ZEALAND.

A sr-ECiAL MEETrxa of the proprietors of the Bank of New Zealand was held on January i), at the Banking-house, Queen-street, to consider the question of the removal of the head office and general management to London. Captain W. H. Colbeck, President of tho Board of Directors, occupied the chair.

Mr. ToLiiuasx, Acting-General Manager, read the advertisement convening the meeting, and also tho minuted of the last halfyearly meeting. The President addressed the shareholders as follows :In pursuance of the recommendation made to you at the last half-yearly meeting, and of the intentions we then expressed, we now meet you to consider the question of the removal of the head office and general management of the Bank to London, and to obtain from you the necessary direction and authority to take steps to eil'eot the transfer. The course of procedure to be adopted in order to carry out so important a change in the affairs oi the institution has necessarily called for careful consideration by our legal advisers, and for communication with shareholders in England, whose proxies are necessary, in order to give the required voting power. Von will not, therefore, bo surprised that this is the earliest opportunity afforded us of meeting you to submit the question. For the reasons explained to you at the October meeting, the recommendation we then made to transfer the control came upon the London Board somewhat unexpectedly, for, though it was a step which had their general approval and concurrence in case it should be deemed desirable, they had not anticipated that that occasion would meantime arise. In response, however, to our invitation that they should send an envoy to the colony they took this initial step towards the assumption of the control ; and, as you are already aware by the press telegrams, have appointed Mr. David Lean, wno is now on his way hither. -Meanwhile we ask you to atlirm the principle of removal, in order that we may proceed to arrange the details. We do not think it necessary or desirable to-day to enter into any more elaborate statement than we have already made a.s to the reasons which led us, in the tirst instance, to recommend the proposal to you, and which still prompt us to ask your authority to carry it through: for it seems to us that the remarks made from this chair at the meeting on the 24th October last, concisely placed those reasons before you. The discussion which ensued upon the question in the press and elsewhere lias gone to conlirm us in the opinion we then expressed that the removal ol the head ofiiee and general management to London is, so far as can at present be seen, the step best calculated to increase confidence in tne Bank, and therefore most effectually to conserve your interests. Though i believe shareholders generally (at least in the colonies), would prefer that the situation could be otherwise dealt with, the fact that, very few have directed tlieir proxies to be used in opposing the removal, snows how generally the propriety of the step is recognised, and convinces us that it is not necessary to urge further reasons in order to ensure that the resolution 1 am now about to submit shall meet with your approval. Gentlemen, 1 beg to propose : : " That the head oihco and general management of the Bank be removed to London, and that the directors take such steps as they may think lit to remove the same accordingly. Major Gkouc.k seconded the motion. Mr. Keadek Wood: .-Sir, 1 think before that resolution is put, we ought to have a little more information than has been given to us with regard to the effect of it. The document which you were good enough to readjust now was most imperfectly heard at this eud of the room —in fact, 1 may say, scarcely heard at all. I think that the points upon which information should be given are mainly these : What is the precise meaning of this removal uf the head otiice to London ': At present there are two otlices— two directorates —one in London, the other here. 1 understand that they are practically independent of one another, although the head ofiiee is in this place. Now, sir, is it the intention, in removing the head oliice to Loudon, to destroy the directorate here altogether? or are we still to have the two directorates, acting as independent bodies*: Because, if that is so, it seems to me that we achieve nothing at all. The main object, as it appears to me, and the main desire of the shareholders, I should think, would be in removing the head oiiice to London, to get rid completely of the directorate here —of that local influence which has been so mischievous to this Bank, and has been at the bottom of all the misfortunes; that local influence which has been within the directorate and without the directorate so prejudicial to the shareholders, so injurious to the Bank, and equally injurious to those persons in whose favour that local influence has been most improperly used. 1 think, sir, we ought to know that. My opinion is tint, if the directorate were removed to London, and that were the sole directorate of the Bank, it would be a great advantage; and if here, instead of having local directors influenced by all sorts of local feeling, we had a good financier, an intelligent man, who would build up the business of this Bank on banking principles, who would not be going into all sorts of trading and farming affairs, and above all oilier things, would keep his lingers out of politics : then in all probability some of us here might live to see this Bank rehabilitated, and hold that position in this country, and amongst banks generally, which this institution might have held had it been at all properly managed. But if, on the other hand, we are to have two directorates a directorate still existing here, nominally only inferior to the directorate in Loudon, 1 "have no hope whatever that there will be any change in the policy, and in the management of the Bank. I should be much obliged to you, sir, if you would give us the information that 1 have asked.

The Pkesidknt : I think before I make any reply to some of vour observations, that I shall call upon Mr. Button to tell you what is the meaning legally of the step we propose to take. Alter that, if you iike to repeat vour question, I will try to answer it to the best of my ability. Mr. C. E. Button: With regard to the question which has been raised by Mr. Reader Wood, I may say that thi3 meeting is simply necessary to affirm the proposition that it is desirable to remove the head otlice to London. It will then be necessary for a meeting to be called to amend the deed of settlement in various particulars in order to carry that into effect. I have given advice to the Board of Directors as to the points on which it appears to me necessary that the deed of settlement should be amended, and to take the sense of another meeting which will be called immediately after this. Before the directors can be authorised or properly proceed to take *ny step to remove the office to London, the shareholders must, under Act of Parliament, affirm the principle that it is desirable to so remove it. Then a set of resolutions will be presented to you which will embody this very principle; which will bring before the shareholders the principle as to whether or not the Board in London should have power to appoint any local Board. As I hive been instructed by the Board of Directors, 1 have framed resolutions which will come before a subsequent meeting, and be duly advertised, on this basis : First, that all references to Auckland in the deed of settlement which require meetings in Auckland and so forth will be altered so that the meetings will be held in London instead of in Auckland; and, secondly, that the Board of Directors—perhaps this is the point in which Mr. Reader Wood is more particularly interested —that the Board of Directors, meaning thereby the Board of Directors in London, may appoint, if they think fit, a colonial Board of Directors, which would act according to instructions and regulations to be framed by the Board in London. Now, that will raise the question for the shareholders to consider whether they intend to give that power to the Board of Directors in London. I am rather of opinion personally—and 1 think I havef- right to express that opinion—that it would be unwise not to give them that power. It would be for the Board at home, then, to consider the expediency of appointing a local board consisting of such members as they might think fit, but they would be by no "means bound to do so : it would simply be an empowering clause, and it would be for those gentlemen at home who have special information of all the necessities and requirements of the Bank to say whether the general manager should be under the direction of any local board or not. And, besides, you must remember that it would not simply be for the present circumstances; the power to appoint a local board would extend over a time indefinite, and consequently circumstances may arise in the future in which it would be advisable for the Board at home to appoint some advising Board in the colony. However, that will be for your consideration, as I say, subsequently. The present resolution is simply preliminary to the subsequent steps which must be taken, and to which your sanction will be required in order to alter the deed of settlement, that the object may he carried out. The present resolution simply affirms the desirability of removing the head office, and then the details will require to come'before you at a subsequent meeting. In reply to the President, Mr. Reader Wood said the explanation given by Mr Button was very satisfactory indeed. The motion was then put, and unani mouely agreed to. Mr. Tolhobst announced that a subsequent meeting would be called at an early I daw to affirm the resolution which had just

been carried, and at that meeting the resolutions would be brought forward which Mr. Button had explained. Mr. Boaudman asked if that meeting would be held at such a date that the absent shareholders would know what the resolutions were '! Mr. Button said that 30 days'notice would be given, end the resolutions carried at that meeting would then require to be confirmed at a meeting to he held .'lO days afterwards. JMr. P.oakoman' thought that days' notice would not be suilicieiit for the English shareholders. Mr. TouiuitST said that the English share holders were already aware of this matter. The information was given by the Board of Directors in Auckland to the Board in London, when communicating with them after the half-yearly meeting in October last. There was no further business, and tho meeting closed.

NEW ZEALAND INSURANCE COMPANY. The shareholders of the New Zealand Insurance Company held their ordinary general meeting at tlieir otlices, Queen-street, on the Sth January. Dr. J..L. Campbell, chairman of the Board of Directors, presided. KKPOUT AND HALANCB-SIIKET. Mr. G. P. BiKitCK, general manager, read the following report and statement of accounts :— The Directors have tho pleasure of submitting to the shareholders a report of the business of tho Company for the year ending 30th November, ISS'J. 'the premiums," after deducting returns and reinsurances, amount to ,C2tl9,Sl):{ 10s 3d, being an increase of £20,4-1" ll!s 4d for the year. After providing for all ascertained losses, and paying an interim dividend of is lid per share in Ju'lv last, there remains a sum of £22,975 13s_lld available for division, which your directors recommend should be appropriated as follows :— To Reserve Kami £5,000 0 0 Payment of a dividend at tho rate <>! 124 per cent, per annum .. 12,000 0 0 Balance carried forward .. .. 5,175 13 It The reserve and re-insurance funds will then amount to £210,000. Your directors have gone carefully over the securities with the auditors, estimating present values and making reductions whore such have been deemed necessary. Acting % on the suggestion of the auditors, your Board hare hail certitled valuations made "of all tho freehold properties belonging or mortgaged to the company, by experienced experts. The result has been most satisfactory, showing that our investments could he valued at a considerably enhanced amount, much in excess of the valuation at present standing its our books. Messrs. J. McCosh Clark and .1.1.. Wilson retire from the directory', as provided for by the Articles of Association, but are eligible for re-election. Messrs. Poanlman and Waymouth again offer their services jus auditors. The dividend will bo payable at the Head Office to-morrow, ami at tho llranches and Agencies on receipt of advice. Per the Board of Directors. J. Logan Campiiem., Chairman. Statement of Accounts for the Year Ending 30th Novkmheu, ISS9. PItOKIT AN» Loss. Da. £ s. d. & s. d.

bank deposits .. 21,250 0 0 — 474,4"5 7 3 Accrued interest and rents .. .. 3,308 2 0 Bills receivable 325 1 U Branch and Agency balances „ 41,070 13 1 Cosh in bank and in hand _ .. 520 5 7 £019.095 i) 8 The auditor* have examined tho lmoks and accounts of the Company for the year ended 30th November, ISs'.l, and have to report that the balancesheet now presented to the shareholders is a full and fair balance-sheet, and exhibits a true and correct statement of the affairs of the Company. A. Uo.uiDMAN, 1 Alulitorg J. Waymoctii, j-Auditors. Auckland, January 3, IS9O.

The Chairman, in moving the adoption of the report and balance-sheet, said : It is always a pleasing duty to be able to meet .shareholders with a report ami balance-sheet in which a dividend is declared, especially so is it pleasing considering the times we have been passing through, to be also able to announce that the lairs of your company are in a sound and nourishing condition. After having in the most careful manner scrutinised and adjusted every item of its assets, in accordance with the value of the day, I shall now icily remark on one or two points in the balance-sheet; and first, it is very satisfactory that on the present occasion, as on the last, when I addressed you, I can inform you of an increase in our premium receipts amounting to over £'2(3,000. This sum has been contributed by our various agencies now located over the world, and we consider that by carefully selecting the field of our operations, tlie wider we spread our risks, the safer and more profitable will be our business. It is a cause of regret in connection with other New Zealand companies thai the rates, especially in the colony itself, are inadequate to the risks run, so much so, that though many are doing a good business it has resulted in little or no profits. The keen competition now curried on to secure marine business has prevented us making much headway in this direction and we have to contend against a host of commission earners who undermine legitimate business by offering " cheap rates," and the insured are often led astray, and have ultimately to seek a remedy in vain. You will notice that there is a slight depreciation in the amount of rents and interest, which, taking into consideration the times we have been passing through, will not cause any surprise. Our losses for the last half-year have been unusually heavy, chiefly made up by a long list of small losses, but swollen by two of a heavy amount, JL'SOOO each, incurred in America, where three cities were almost entirely destroyed, but in two of which only we were interested. With regard to the dividend declared, no doubt some shareholders may possibly consider it ought to, or all events might have been, larger; but your directors consider it the wiser and safer policy to build up a large reserve fund, so that in event of any large losses arising simultaneously from collisions at sea and conflagrations on shore, you may always rest assured the company will be in a position to meet such losses, and that happen almost what may a dividend will be forthcoming. As regards the company's investments, the directors, as stated in the report, have gone over them in the most careful manner with the auditors in order to satisfy them and also shareholders in the most complete manner upon that very material point as to the real value of the freehold properties held by the Company, either as its own offices or mortgaged to it. Your directors instructed the managers in the various cities to obtain reliable certificates from professional experts as to the present realisable value of these securities. These reports were submitted to the auditors, and it is a cause of satisfaction to know that even in present depressed times, a very large sum could be added to the amount which appears in the balance-sheet representing this item of the Company's assets. .Finally, I have to in form you that your Inspector, Mr. Weston, has lately returned from a tour throughout the world, and who reports that our various branches and agencies are doing a satisfactory busiess, and are steadily and surely progressng. I beg to move the adoption of the report and balance-sheet. Mr. T. Buddlk seconded the motion.

Mr. Rkadkk. Wood said it was rather embarrasing to the shareholders who took an interest in this company, not to have the balance-sheet placed in their hands until they reached that room. It was utterly impossible to analyse the state of affairs, or really to give an intelligent assent to the report and balance-sheet as presented to them. Iu London, he believed, almost invariably, banks and insurance companies, and almost all other companies, put their balance-sheets in the hands of the shareholders for a week or ten days or a fortnight before their meetings. Many public companies out here did the same, but unfortunately the New Zealand Insurance Company did not, and the shareholders came there altogether unprepared to give any intelligent vote or opinion upon the statement of accounts put into their hands. He had looked through the statement as carefully as he could during the few minutes at his disposal, and had listened with great patience to the report and to the chairman

I speech, and he could not understand how the '' directors had arrived at the conclusion botoro .them with regard to the dividend. The dividend of the company for many years had been 15 per cent. ; people had comc"to look upon that as the normal or standard dividend, and the value of shares had been estimated accordingly. Of course if any considerable disaster had happened to the company, or if there had been any loss of an exceptional nature in any half-year, one could easily understand that if the dividend had not been pioperlv earned, it would have been vevy inadvisable and improper to pay it out of the reserve fund or from any other source. But, as the chairman had shown, the company was in an excellent position; the balance-sheet might have been increased, according to his showing, if certains additions had been made which would have been justified; and even taking the values which the dhectors had given, they found that the sum of upwards of .0000 was to be carried forward, after placing 17)000 further to the reserve fund, and taking the reserve and re insurance funds together —for they were practically one and the sumo —they amounted to £'2.'tf ,000, and, with the £5000 to be added, £240,000. And yet, with so large a reserve fund its that, and with good business, the shareholders were to receive only 12.J, instead of the usual 15 per cent. This was not only a loss in itself to.the shareholders, but wus a very material loss upon the value of the shares, lie believed that twelve months ago these shares stood at £4, and people bought them readily ; now they were Cos cum dividend— probably with the dividend paid on the following day they would be 60s; that is to say, the shareholders would lose '25 per cent. —and for what earthly purpose? To carry forward £5000. Surely no one would pretend to say that this £5000 would be a material addition to the assets; but '25 per cent, was a matter of some moment to the shareholders. Mr. Wood moved an amendment, " That the dividend be 15 per cent, instead of per cent." lie believed that, if this wore carried, the company would be in as good a position after the dividend had been paid as it was in at that moment.

Mr. S. Vickers seconded tho amendment. He said he represented a large number of shareholders, who wished him to support this proposal for an alteration in the rate of dividend.

Mr. Rose said he had no doubt that if the shareholders specially wished that the statement of accounts should be placed in their hands some days before the meeting, that would be done. He did not quite agree with Mr. Wood, that the reserve and tho reinsurance funds were one and the same. The reinsurance fund practically represented inde pendent income of the company, and he believed that that fund was now not the amount it should he under the law with reference to reinsurance funds in America. Mr. Wood had contrasted the price of shares twelve months ago with their price to-day, and had contended that the fall was due to the 15 per cent, dividend not having been paid ; but he (Mr. Rose) pointed out that the Loan Company's shares were twelve months ago sold at £4, and to-day they wore offered at £.'1 Us, although a 5s dividend would be payable within a" week or two. He thought tho price of the New Zealand Insurance Company's shares was influenced by circumstances independent altogether of the rate of dividend. Mr. Upton hoped that Mr. Wood's amendment would not be carried. He considered that the step proposed by the directors far more accurately represented the feelings and wishes of the shareholders than the course suggested in the amendment. It was, in his opinion, a wise thing for a company to ouild up its reserve fund; and. moreover, a large portion of the £'240,000 was not a reserve, but was an actual provision against a liability that existed at the present moment. As to the expert advice which had been mentioned, they had heard before of advice of that kind in the valuation of property ; it had always a tendency to go up, and he considered that the directors had acted wisely in keeping the dividend down, and in not taking that hopeful view with which experts were apt to colour their report He did not think the rate of dividend had any effect upon the price of shares; the property would bo the same to-day as it was yesterday, whatever dividend was paid. It was a mistake, therefore, to suppose that the value of property was affected by the dividend; it was only the speculative value that was reduced. It was refreshing to know that an important company like this one had taken a stand, and was resolved not to pay too high a dividend, and he would be very much pleased if that could be said of some other companies in Auckland. Mr. Ei.kik thought the proposal mode by the directors was a sound one. and that it would be generally approved by the shareholders. He suggested that the £5000 should have been carried to the re-insurunce instead of the reserve fund, though he admitted that it made no difference.

Mr. J. Cali.na.n supported Mr. Wood amendment. The increased number of pre miums showed that the business of the com pany had developed during the year, and yet, in the face of that, the dividend hod been reduced. He noticed one feature which was to be deprecated, and that was the increase in the expenditure. Last year the expenditure was £65.000; in the two previous years it was .£59,000, and to-day it was £70,000, with a reduced dividend.

In reply to Mr. Klkin's suggestion as to thelre-insuraneefund, Mr. Boahdman pointed out that that fund was ample for all the liabilities at the end of the year—in point of fact, there was a considerable sum over now. lie asked whether Mr. Wood meant that the dividend for the year should be 15 per cent., or did he speak of the dividend for the halfyear Mr. Wood : The dividend for the year. Mr. Boarpman': That would just take away the £5000. Mr. Pibrck said that although general manager of the company, he had a right to speak at that meeting as a shareholder ; and he perfectly coincided with the action of the directors in tins matter, and would earnestly ask the shareholders not to support the amendment. Only the directors could foresee the business of the company, and look ahead, not simply making provision for the day itself. They had, very wisely in his opinion, ruled that 124 per cent, was an ample dividend, and that 15 per cent, was rather too much. • It would nave been far better to build up a reserve fund in times gone by, as other institutions had done. With regard to the remark of Mr. Callnan as to the increased expenditure, it was only natural that when the premiums increased, the expenses should also increase ; and taking the percentage of expenses and premiums since ISSb" there was no perceptible diil'erence. As the chairman had pointed out in his speech, they might at any moment hear of a very serious catastrophethe loss of a vessel in tlie Channel with a large quantity of gold on board ; the burning of a large city ; or, as in America, three or four cities, with substantial brick and stone buildings, lie had no wish to set up as a prophet, but he/ was certain that some day a large and destructive fire would take place in the city of Sydney, where there were narrow streets, shingled roofs, and an indifferent supply of water; whilst in Melbourne, with the large eight or ten-storeyed buildings now erecting, it seemed impossible for the Brigades to cone with the fires there. ■ He thought it was the wisest thing to build up a reserve fund.

Mr. Wood replied that the whole of Mr. Pierce's argument was, not that they could pay only a, !'2£ per cent, dividend, but that they should pay no dividend fit all. If they were to be frightened of ships going down, and of great fires, and large buildings going to pieces, then the answer was, Stop your business, , if there is all this fear, and wind it up;" and if the property were realised, the shareholders would have considerably more than the value of the shares in the market at the present time. The business, therefore, was carried on simply to pay a large staff. They had had a curious example that day of the manner in which doctors differed. Mr. Rose had told them that the re-insurauce fund was so terribly low that it was not according to law, though what law he did not mention. It was the reserve fund, however, that the directors proposed to raise. Then Mr. Boardman had told them that the re-insurance fund was more than there was necessity for. What did all this mean ? It meant nothing at all: it meant that the directors could afford 15 per cent, dividend. They had already built up a reserve fund, and there was no necessity for any increase of that fund. The nuestion might be asked, What will become of the £5000 which it is proposed to carry forward ? The report, however, showed that a large sum had neen written off for depreciation ; so that they were going to invest these £5000 this year, and next year write the money off for depreciation, instead of putting it in the share holders' pockets. He had heard [at various meetings of public companies, " What a magnificent reserve fund we have got! This reserve fund is so substantial, and is a great resource," and all sorts of fine things ; and then some fine morning this reserve fund disappears, and nobody knows anything about it. In answer to Mr, Rose, he would say that the cause of the depreciation of the Loan Company's shares was perfectly plain; the cause was simply this :_ the connection, or supposed connection, with another institution whose shares had tumbled down. He maintained that if the dividend of that company (the New Zealand Insurance Company) was restored to its old race, the price of the shares would recover. f Mr. Boardman said it was a misapprehension to suppose that the auditors fixed the value of the properties. The amendment was put and lost, and the report and.balauoe-slieet were then, adopted.

DIRKCTORS. On the motion of Mr. Upton, seconded by Mr. Peacock, M.H.R., Messrs. J. M. Clark and J. L. Wilson were re-elected directors. Mr. Wilson briefly returned thanks. AUDITORS. Mr. Vickeks proposed the reappointment of Messrs. Buardmun and Waymouth as the auditors of the company. The motion was agreed to. VOTKS OF TUANKS. On the proposal of Mr. C. Harris, seconded by Mr. Prime, the thanks of the shareholders were given to the directors and officers of the company. The Chairman acknowledged the vote on behalf of the directors. Mr. Warwick Weston, Inspector of Branches, took the opportunity of saying a low words with regard to the company's foreign business. During the two years or more of his absence from New Zealand, he had visited all the agencies, now established in utmost every country and possession of the British Crown, except Canada, and in several foreign countries; and found that the company enjoyed a most satisfactory reputation. He could from personal acquaintance speak in the highest terms of their representatives, in respect of both their care and their ability; ami he assured the shareholders that their interests abroad were as carefully and us vigilantly guarded as those at their doors. He thanked them for the vote they had given to the officers. SAXON GOLD MINING COMPANY. The annual meeting of the Saxon Gold Mining Company (Thames) was held at the company's office, Insurance Buildings. Queua-street, on January "20. Mr. C. Alexander, chairman of directors, presided, and there was a good attendance of shareholders. directors' report and balance-sheet. The Secretary then read the directors' report and balance-sheet, as follows : — Directors' Fifth Annual Report and Balancesheet for the year ending Utli January, 1890. To the shareholders, —The progress of the company for the past year has been so satisfactory we have much pleasure in presenting you with this our fifth annual report and balance-sheet.

- The net profit for the year is £7SO'2 0s 2d, which sum, in addition to £208 '2a Od balance brought forward from last year's balancesheet, has enabled us to pay £5000 in dividends, £191)5 Us (jd for battery and mining plant, and carry forward to next years account £394 17s 4d, while the community lias benefited by an expenditure during the past 12 months alone of £15,46j Is Bd. The mine and battery plant is now the most complete and perfect of any on the Thames goldiield, and has enabled us to economise labour and other expenses to such an extent that low grade ore, which formerly hail to be cast aside, can now be worked with profitable results. Liabilities ami assets : This account, as shown on the balance-sheet, cannot fail of being gratifying, the assets being £14,908 9s 9d in excess of the liabilities. In our estimate of the value of the mine we have only made a pro forma value based on present market price of shares, not that we by any means consider it an adequate value to place on the property, as we have good grounds for believing that the several levels now opened mi and about being opened up will give such profitable results as will allow of the payment of dividends for years to come. The mine manager's report (herewith submitted) contains such full particulars of the works carried out and of the present and future prospects of the mine we have not thought it necessary to supplement same further than by adding that it confirms us in the hopeful view we have already expressed as to the future of the company. That this company lias been a great success is best evidenced by the fact that since its incorporation only £4033 0s 3d of the capital has been called up, and that there has been paid in dividends Jt.l-,916 13s 4d. After making due allowances for the time expended in opening up the mine and erecting the necessary plant before dividends could be declared, it may be fairly said that few business ventures can favourably compare with the results of this company. In pursuance of the company's articles of association Messrs. Alexander and Wilson retire from the Board and Mr. T. A. Menzies from the auditorship, but, being eligible for re-election, offer themselves for same. For the directors, C. Alexander, Chairman.

Balance-sheet of the Saxon CJoUI Mining Company (Limited) for year ending January 9, IS9O. rkckhts :— To cash balance as per l;is>o lialancoahoot £208 2 0 To nol.l .. .. X23,"a3 15 C To tailings _ _ lIS 1 0 23,851 0 6

By 8s 2d per share uncalled on 44,000 shares 17,960 13 4 Total £25,000 0 0 Audited and found correct in all particulars.— A. Mknzies, Auditor. Auckland, January 13, 1890. The report of the mine manager, which was submitted, was taken as read. The Chairman, in proposing the adoption of the report and balance-sheet, said be had little to add to what had already been said in the report, which they had heard, und in the very clear and explicit balance-sheet which was just read to them. They had a good plant, and could crush more cheaply than any other plant on the Thames, and this was shown by the fact that although last year their average was not more than an ounce to the ton, they had cleared £8000 profit, and the results of the tests of tailings showed that if the work was done cheaply it was not done in a slovenly manner. He had much pleasure in proposing the adoption of the report and balance-sheet. Mr. James Reid seconded the motion, and on being put to the meeting it was carried, unanimously.

DIRECTORS. On tho motion of Mr. Rkid, seconded by Mr. Turtle, the retiring directors, Messrs. C. Alexander and W. S. Wilson, were reelected. auditor. On the motion of Mr. Reid, seconded by Mr. Warnocks Mr. T. A. Menzies was elected auditor. VOTKS OF THANKS. Mr. Andrews proposed a vote of thanks to Mr. MacDonnoll for the very clear and explicit balance-sheet he had prepared, and for the manner in which he had managed the alfairs of the company during the last twelve months. The motion was put and carried unanimously. LOYAL ORANGE GRAND LODGE. Tho annual session of the Grand Lodge of the Loyal Qrange Institution of New Zealand was held on January 3 in the Protestant Hall, Newton. There were 60 officers and delegates preseut from various parts of thecolony. Right Worshipful Grand Master Sherson presided, and was supported by Past Masters D. Goldie, M.H.R., and R. Scott, of Thames. A large amount of correspondence from various lodges was dealt with. Mr. Goldie, treasurer to the hall trust, made a statement to the effect that there was a deficit last year, and a credit balance this year, showing a marked improvement in the financial position of the property. The revision of the rules of the Order was gone into, and several important alterations were made. A communication was received from Lord Salisbury in reply to certain correspondence he had received, and thanking the Orange Institution for their continued loyalty to Her Majesty's Government. A letter was received from the Auckland Unionists' Committee thanking the Grand Lodge for their handsome dona tion to the funds of the Anti-Home Rule Committee. The following were the officers elected for the ensuing year:— 11. W. Grand Master, Brother Robert Farrell; D.G.M., Brother James Jamieson ; Foreman of Committee, Brother Thomas Taylor ; Grand Secretary, Brother J. Carnahan ; Grand Treasurer, Brother W. 11. Hazard ; Deacons, Brothers A. Robinson and J. McCammon ; Tyler (outside), Brother J. H. Purcell; Tylor (inside), Brother S. McMasters ; Grand Committee, Brothers Thomas Taylor, D. Goldie (M.H.R.), S. W. Sharp, W. R. Henderson, T. Moorhead, C. A. Baker, J. Collis, and T. S. Gibbins ; Lecturers, Brothers D. Cromarty, R. Farrell, R. Scott, J. Little, T. Taylor, J. Collis, S. Austin, (». Clarke, and Colonel Crowe. Votes of thanks were passed to the retiring officers, and the Grand Lodge was closed in the usual manner at midnight. • UNION SASH AND DOOR COMPANY. A meeting of the shareholders of the Union Sash and Door Company was held on tho 15th January, atPalmerston Buildings, to receive the report of the liquidators. Mr. W. Ware presided. Mr. 11. Gkkkn read the following statement of accounts:—

£454 12 11 * This inchidos liquidators' remuneration, £360; Whitafcer uml Khsshll, £359; re Fagaa's arbitration, £108 17s (3d : total, £877 17* Cd. The Chaikman said the statemanUef liabilities and assets showed about £170 to the good, or, if the uuiounb of tho Tairua mill orders (£99 19s lid) were written off, about £270. This would yield a dividend of about 2d per share. The accounts were adopted, and it was resolved, " That it be an instruction to the liquidators, in their discretion, to sell by tender the book debts uncollected on tho Ist of May, and finally wind up the company." WOODSTOCK AND KENIL WORTH COMPANIES.

Meetings of the shareholders of the Woodstock and Kenilworth Gold and Silver Mining Companies were held on Jan. 13 to consider the amalgamation of the two companies. The Woodstock shareholders met at Mr. D. G. MacDonnell's office, Mr. W. Gorrio presiding. It was agreed to voluntarily wind up the company in order that the amalgamation might be effected. The manager explained that the new company to be formed would consist 55,000 shares, on the following basis :—28,750 to the Woodstock shareholders, 23,818 to those of the Kenilworth, and 2432 to be held in reserve. The Chairman said that the Woodstock Company had £200 to its credit, and there were no liabilities. Mr. MacDonnell was appointed liquidator. The shareholders of the Kenilworth Company met immediately afterwards at the office of Mr. J. Young. Mr. H. T. Gorrie presided. It was resolved to wind up the company for the purpose of amalgamation. As, however, the Kenilworth Company is formed under the Joint Stock Companies Act, another meeting will be held on the 28th January to confirm this resolution. In the meantime all formal business can be done. At the adjourned meeting of the shareholders of the Woodstock and Kenilworth Gold and Silver Mining Companies held on Tuesday, January 14, at Mr. MacDonnell's oliice, for the purpose of effecting the proposed amalgamation, Mr. Molville presided. Mr. Jackson moved, "That a company be formed under the Mining Companies Act, 1882, and that the same be registered in the name of the Woodstock United Gold and Silver Mining Company (Limited), with a nominal capital of £27,500, in 55,000 shares of 10s each, 4s per share to be considered as paid up." This motion was seconded by Mr. W. S. Wilson, and carried. It was also resolved, on the motion of Mr. McCombie, " That 52.56S shares in the company be allotted as f0110w: —28,750 shares to the Woodstock shareholders in exchange for their property, 23,818 shares to the Kenilworth shareholders in exchange for their property, the remaining 2432 shares to be held in reserve to be hereafter disposed of by the directors for the benefit of the company as they may deem most proper." The following gentlemen were appointed the directors of the company.:—Messrs. W. S. Wilson, J. L. Wilson, W. Gorrie, H. T. Gorrie, T. Melville, and R. Spratt; and Mr. D. G. MacDonnell was appointed manager. The memorandum and articles of association which were submitted were adopted as those of the company. Mr. MacDonnell was instructed to take steps for the registration of company, and the meeting then closed with a vote of thanks to the chairman. THE PROPERTY TAX. A public meeting was held on the 17th of January at the large room of the New Zealand Insurance Buildings, to consider, the property tux. There was a large attendance, including Messrs. T. Thompson, F. J. Moss, E. Withy, F. Lawry, M.H.R.'s, and a number of country settlers. Mr. Withy was voted to the chair. Mr. Muir proposed, " That an Anti-Pro-perty Tax League be formed, having its headquarters in Auckland, and branches in the country districts." He thought it possible that the various Chambers of Commerce would take up the matter, and that the agitation would spread throughout the colony, and its first benefits be felt at the next elections. Mr. E. Harrow seconded the motion. Messrs. Salmon, Farnall, Muir, and Dr. Laishley spoke to the motion, and it was unanimously agreed to. Mr. Muir was appointed secretary of the League, and the following committee was appointed to make arrangements for another meeting:—Messrs. F. Hull, W. L. Rees, Dr. Laishley, John Reid, and C. Williamson. The annual session of the Educational Institute opened at Dunedin on Wednesday morning, the Bth of January. There was a large attendance of delegates. Mr. White, who presided, delivered an interesting address,

On January 16 the annual meeting of the Costley Institute was held in the large dining-room of the institution, Captain Daldy presiding. The report of the trustees was a lengthy one. It showed that the portion of the (Jostley estate bequeathed to the Kohirnarama Training School amounted to £12,150, which was handed over to the trustees of the Costley Institute. The present site was bought for £1025, the building erected cost £2830, and a further sum of £703 was expended in furnishing, laying out the grounds, &c. Under the will of the late Airs. Rebecca Hodge a further endowment of £672 has been made for the girls in charge of the institution. There are now thirty boys under the guardianship of the institution. The balance-sheet showed on the 31st December, 18S9, assets amounting to £11,038 4s, including the funds left by Mr. Costley and Mrs. Hodge. The report and balance-sheet were adopted. Several speeches were delivered, and pieces of music rendered during the evening. All were pleased with what they saw of the Costley Institute. The annual meeting of shareholders of the Waiuku and Onehunga Steam Navigation Company (Limited) was held in the company's store, Waiuku, on Friday, the 27th December. There were between 20 and 30 shareholders present. Mr. C. Hosking, chairman of directors, occupied the chair, The directors' report and balance-sheet showed that though at the beginning of the year there was a debit balance of £1106, at the end there was a credit balance of £114. The Chairman moved the adoption of the report and balace-sheet, which was seconded by Mr. A. Palmer, and carried. Mr. S. Barriball proposed there-election of Messrs. J. Hood and J. Scott as directors. Seconded by Mr. Palmer and carried. Mr. S. Barriball proposed that Mr. J. T. Mellsop be auditor for the ensuing year. Mr. Flavell seconded, and it wa3 carried. Votes of thanks brought the meeting to a close. The Auckland Phonographic Association held its annual meeting on the Bth of January, at the Young Men's Christian Association Rooms. There was a good attendance of members. Mr. A. G. Jarrett presided. The secretary reported that there had been a considerable increase, both in the number of members on the roll and the average attendance at the weekly meetings. The treasurer reported the Association's funds to be in a satisfactory »_ ndition. The following officers were then elected :—President, Rev. J. Chew ; vice-president, Mr. A. G. Jarrett; secretary, Mr. 11. T. Maclean; treasurer, Mr. A. Mackey; librarian, Mr. E. Young; committeemen, Messrs. H. Keesing, \V. Kitchener, and G. H. Mill. Mr. F. E. Brown was elected a member of tho Association.

Tho Star of Auckland Lodge, 26,1.0.0. F., A.C., held its -yearly meeting on January 9th. The secretary presented a very favourable balance-sheet, which was received and adopted. The following officers were duly installed into their respective chairs:—N.G., Brother A. G. Wheeler; V.G., Brother J. H. Phillpot; Permanent Secretary, Brother J. Burchell, P.G. ; Treasurer, Brother L. 11. Neumegen ; Recording Secretary, Brother J. H. Digging. The N.G. appointed the following officers : —Chaplain, Brother 11. Keesing, P.G.; Warden, Brother J. S. Cobley, P.O. ; Conductor, Brother VV. A. Harvey, P.G. ; R.S.N.G., Brother J. T. Codings; L.S.N.G., Brother A. R. Mclntyre; R.S.S., Brother H. W. Power ; L.S.S., Brother B. Midgley; 1.G., Brother F. Armiger; 0.G., Brother W. Codings. The V.G. appointed :— R.S.V.G., Brother McCluskv, P.G. ; L.S.V.G., Brother Phillips.

The annual meeting of the Auckland Pros byterian City Mission was held on the 14t January at the school-room behind St Andrew's Church. The Rev. Mi-. Carrie occupied the chair, and there was a fai attendance. After devotional exercises and music by the choir, the city missionarj Mr. Macpherson, read his annual reporl which was of a favourable nature. The fo lowing office-bearers wereelected for ensuin year:—Chairman, Rev. Scott West; hoi secretary, Rev. P. Mason ; treasurer, Mi John Reid ; missionary, Mr. D. Macphei son ; committee, Revs. R. F. Macnicol, A Carrick, R. Sommerville, G. B. Monro, r I F. Robertson, J. Hill, Messrs. T. Peacock Thos. Macky, A. J. Entricau, J. R. Hanns M. Clark, J. M. Lennox, A. Wilson, A Jowitt, Thos. Knight, J. Garriock, W Dinnison, J. Macky, and Gelston. Heart votes of thanks were passed to the lat chairman (Mr. J. Reid), the committer the choir, and others who had rend ere valuable assistance during the year. I the course of the evening tho choir sanj a number of anthems. The jhalf-yearly meeting of the Ponsonb Lodge of Druids, No. 212, was held at th Lodge-room, Suffolk Hotel, College Hill, o the Cth January. The principal busines was the election of officers for tho ensuin, term, and the reception of the balance sheet, together with the auditor's reporl The following brethren were elected an installed by the Installing Officer, D.I Brother A. Kidd —J. A., Brother Munro A.D., Brother P. Mackie ; V.A., Brother J Murphy; Treasurer, Brother T. C. Beale Surgeon, Brother Dr. B. C. Beale; and Set retary, Brother Head (re-elected); A.D.B, Brothers Bloxsome and Stanton; A.DJB, Brothers Sneddon and Roberta; I.G. Brother Potter; 0.G., Brother J. J Darby; organist, Brother H. Grey. The adjourned meeting of the New Zea land Amateur Swimming Association wa held at the Waverley Hotel on the 4t January, Mr. W. McGregor Hay in th chair. The following officers were electe< for the year : —President, Sir William Fox K.C.M.G. ; vice-prosident, VV. A. Graham Esq. ; committee, Messrs. J. Baker, W. M Hay, Jones, Austin, Smith, and T. C Sandes, and Mr. W. M. St. Clair hoi secretary and treasurer. The annual meeting of the Aucklam Institute of Architects was held on Jan. 2 at Mr. H. G. Wade's office. The followin; officers were appointed : —President, Mr. I Bartley (re-elected); Mi W. F. Hammond ; treasurer, Mr. H. G Wade; hon. secretary, Mr. Jas. Baber secretary, Mr. R. M. Watt; members c Council, Messrs. E. Bell, T. Mahoney, an R. Mahoney. A largely-attended and enthusiasti meeting was held in St. George's Hal /'hamos, on Friday night, the 17th Januarj having been convened for the purpose c considering the advisability of forming ; branch at the Thames of the Amalgamate* Miners' Association of Australasia. Mr James McGowan was voted to the chair Mr. D. E. O'Sullivan proposed, and Mi F. White seconded, " That, in the opinio] of this meeting, it is desirable that th miners of the Thames should form a branc of the Amalgamated Miners' Associatio of Australasia." The motion was carriei unanimously, amidst prolonged cheering Other matters of detail were arranged, am the proceedings closed with a vote of thank to the chairman, and three vociferou cheers for the Union. At the annual meeting of the Gear Mea Preserving and Freezing Company, a Wellington on January t>, a 10 per cent dividend was declared. Both the reserv and the insurance funds were increased and £4720 was carried forward. Since th initiation of the company, seven years age dividends aggregating 70 per cent, hav been paid. During the past year the con pany slaughtered 200,000 animals, thine over 900,0001b of meat, made over 1300 ton of tallow,, fellmongered nearly 160,00 skins, exported over 165,000 pelts and 170 bales of wool. The quarterly communication of the Pre vincial Grand Lodge of Scotland, for th North Island of New Zealand, was held i the Freemasons' Hall, Princes-street, o Jan. 24, Brother the Hon. Sir F. Whitakei P.G.M. presiding. There was a large atteii dance of members and visiting brethrcr One portion of the business was_tbe electioi of officers for the ensuing/year j?but on th motion of Brother resolved that the existing ofiicers'j'bevf'cbii tiuued in office. The next and most interes' ing part of the proceedings was the presei tation of an address from the Freemasoc of Canterbury, to. the Rev. Jameai-Hil P.D.G.M„ of that province. TheVtfdilce! which is handsomely illuminated ably framed in New Zealand accompanied with a gift oi a •beaiitifi galia and jewel, the latter bearing an inscrii tion. The annual meeting of the Thames Draii age Board was held on the Bth January a Mr. D. G. MacDonnell's office, when tfier were present :—Messrs. A. Brodie (in th chair), T. Morrin, W. S. Wilson, R. Comei S. Turtle, J. Prater, and R. Spratt. Th receipts for the past year amounted to and there was a credit balance of £44. Itwa resolved to re-appoint the gentlemen who ha acted last year as assessors— Messri Dunlop, Harrow, and Radford, with; th addition of Mr. Coutts.. A vote of thanks wa passed to the secretary of the Board; Mr. I G. MacDonnell, for the economical and can ful manner in which he had managed th Board's affaire during the past year.

Nil i '" —— The half-yearly meeting of the Auckland Branch of the H.A.C.B. Society was held on the Bth January at the Catholic Institute Brother W. Beehan, president, occupied the chair. Brother T. H. White (secretary) read the balance-sheet, which showed :—Medical management fund: Receipts, £302 Is 8d; expenditure, £2SO 15* 7d; leaving a profit of £21 6s Id : present total value of fund, £400 19s 6d. Benevolent fund : Receipts, £18 03 lOd; expenditure, £7there being thus a profit of £11 6s lOd : present value of fund, £26 12s 7d. The total value of the sick fund is £1695, and the amount paid away during the year in relief was £203 15s lOd. The following officers were re-elected for the eusuing year : — President, Brother \\ . Beehan; vice-president. Brother P. 0 Kane; secretory, Brother T. H. White; treasurer, Brother W. Kane: assistant - secretory, Brother D. Flynn. Delegates to represent the branch at the District Board : Brothers W. Beehan (president) and T. 11. White (secretory). Auditors, Brothers D. Flynn and Haslamf Contingent Committee, Rev. Father Hackett and Brothers W. Beehan and 1). Flynn ; medical attendants, Drs. Lewis and Bond, 'iho other ollicers appointed were: Warden, Brother P. J. Ncrnehey; guardian, Brother K. O'Keefe; sick visitors, Brothers Doran and Hartley. The second aunual meeting of the AntiPoverty Society was held on Tuesday. 21st January, at Wesley Hall, Mr. A. Kelly being in the chair. There was a good attendance. The annual report which was submitted, stated that the work of the society had prospered fairlv during the year. An address was delivered by Mr. Gulliver on "Taxation Director Indirect" The address was a most interesting one, and gave rise to a discussion.

To dividend for the halfyear ended 30th November, .. 15 000 0 0 Dividend for the halfyear ended May, lSSl) 12,500 0 0 27,500 0 0 Commissions, salaries, and other expenses 70,71X5 17 0 Government taxes and payments to Fire and Marine Associations . 5,070 10 0 Fire and marine losses and appropriation for unpaid losses .. .. 1S2.SSI 13 3 Balance '22,975 13 11 Cr. £300,001 3 2 By balance at 30th November, 1SSS .. '20,068 2 7 Fire and marine premiums, less returns and reinsurances .. .. 2<">,S93 10 3 Interest mid routs iO,2l'J 10 4 £300, 3 2 Balance-sheet, Dr. £ s. d. £ s. d. To capital 200,000 0 0 Reserve Fund.. ... 135,000 0 0 Reinsurance Fund .. 100,000 0 0 230,000 0 0 Investment Fluctuation Account—viz., amount- last year .. 5,231 3 0 Less written off for depreciation in sundry investments .. 1,036 2 3 3,013 1 S Appropriate :i for unpaid losses ,. 32,iil3 0 0 Deposits and other Liabilities „ 25,428 1-1 0 Balance, „ 22,975 13 11 £. r a<j,uy5 » 8 OR. Uv investments— Mortgages and slip.:.-.? 120,050 10 0 Company's freehold office premises and other properties .. 313,534 S 10 United States Bonds 12,524 S 5 Debentures .. .. U,500 0 0 By loans at call, short periods, and fixed

£24,069 19 0 EXPENDITURE :— Miue account: By wanes.. .. ..£9,951 9 ■> By mining requisites .. 1,436 )C 0 By drainage .. .. 7* I) 0 By timber and coal .. 7'.0 Oil By crashing .. .. -llO'll 0 By carting .. .. «US 7 8 By foundry work.. .. 55 8 0 By gas, water, insurance, and other expensed .. 58 10 0 13,810 11 10 Battery account: By wages 1,190 15 0 By battery requisites .. 413 8 2 By water supply .. 347 19 !) By foundry work.. .. 2S9 9 11 By timber GO 12 3 By gas, insurance, law "expenses, rout.. .. 45 2 0 2,353 7 1 Office account: By salaries survey, Board f«os, and travelling expojisos .. 214 11 8 By properly tax .. 53 0 9 By advertising, printing, stationery, ami telegrams 81 17 10 290 10 3 Mine and battery plant account: By Now Prince Imperial Company, balance on battery 650 0 0 By 1'rice Bros., new battery 471 8 0 By battery shed .. .. 30 10 0 By dynamo for battery electric light .. .. 71 10 By rock drill, pipes, and "other titling .. .. 750 1 6 By safe for mine .. .. 10 0 0 1,095 9 0 Dividend :— By four dividends of Od per sharo on 50,000 shares 6,000 0 0 Balance 594 17 4 £24,059 19 0 profit and loss :— Dr. To expenditure as above on mine, battery and ollice account .. ..£10,469 12 2 Less duo on last year's account .. 479 15 10 15.9S9 16 4 Balance profit for year _ «. 7,80-2 0 2 £23,861 10 0 OR. By gold „ „ £23,733 ID 0 By tailings ...._-. .. 118 1 0 Total .. _. _. _ .. £23,851 10 0 Dr. To dividend £5,000 0 0 To expenditure mlno and battory plant as above 1,995 9 0 To amount paid on provious year's accounts _ 479 15 10 7,475 6 4 Balanco cash to credit „ _ _ 594 17 4 Total .. .. -. - -. £8,070 2 8 Cit. By balance .. .. £7,802 0 2 By cash balance from last balancesheet 203 2 0 Total „ £5,070 2 8 LIABILITIES :— To property tax £3110 3 Balance 14,908 9 9 Total £15,000 0 0 ASSETS :— By cash balance .. .. - - £504 17 4 By freeholds .. .. _ _ 547 7 0 By mining plant „ 1,760 1 0 By battery plant 1,429 8 0 By interest in drainage pumps .. 280 0 0 By estimated value of mine .. .. 10,382 5 8 Total £15,000 0 0 capital account '.— Dr. To 50,000 shares of 10s each .. .. £25,000 0 0 CR. By 2s 6d per share paid up at formation of company, on 0000 shares .. £750 0 0 By Is lod per share called up on 44,000 shares 4,033 0 8 £4,783 0 8 By 7s Od per share uncalled on 0000 shares 2,250 0 0

Receipts March 6, 18S9—Cash in hand .. „ £3 7 8 Cash in Bank of Mew Zealand .. .. 20,2:!2 9 8 Bills receivable since paid .. .. 14 8 5 N. Z. Government Stamps and Refund 92 12 6 AlelbourneYard 005 0 0 London Account ... _ .. _ 570 & 11 Kauri Timber Co .. „ 5303 19 b Calls and Interest .. .. .. „ 105 17 C Interest Account .. „ .. .. IS 9 1 Sundry Debts ., .. ,. «. 514 0 3 £27,516 10 5 Expenditure. Dividends paid £25,900 5 0 •Liquidators' expenses, including solicitors' charges 1,002 19 7 Deposit returned _ .. „ .. 3 0 0 Sundry creditors 9 0 11 Kauri Timber Company, Surveys, Ac. 110 18 0 Ciusli in Bank of New Zealand — Fixed deposit .. ,. _ — 800 0 0 Current account „ _ _ 132 11 4 Cash in hand .. „ _ .. 10 17 7 Hills receivable .» ». — „ 4140 £27,516 16 5 Balances brought down Cash in Bans of New Zealand .. £432 11 4 Bills receivable .. • 41 4 0 Cash in hand .. M _ j. 10 17 7