THE NEW ZEALAND COMPANY. [From the Times, October 22.]

New Zealand Spectator and Cook's Strait Guardian, Volume IX, Issue 796, 23 March 1853, Page 3

THE NEW ZEALAND COMPANY. [From the Times, October 22.]

A meeting of the New Zetland Company vu held yesterday it tba company's offices, Old Broad-street. Mr. Aglionby, M.P., Chairman of the Board 0/ Directors, presided. The proceedings did not commence till upwards of half an hour had elapsed, in consequence of the absence of two gentlemen who had gone to the Union Bank of Australia. From the report of the directors, which was approved at a meeting of the company held on the Tth init., and which appeared in the Times of the following day, it appeared that bills were held by the Union Bank of Australia, drawn on account of the Canterbury settlement, and amounting to £14,987 6s. 2d., exclusive of interest, and that 26 members of the company had given, as collateral security, their personal promissory notes to the amount of £14,460, falling due on the Ist of next December. The directors added, " Before that date, it is obvious that effective provision for meeting the said notes must be made. For such provision we cannot disguise from you that, failing every other resource, if such failure shall be actually experienced, we shall be compelled to make a call upon the unpald-up capital of the company. To that step we need scarcely state your directors will have recourse with the utmost reluctance, and only under the pressure of absolute necessity." The Chairman explained that he had been prevented from attending the last meeting of the company by illness in his family ; but, perceiving from the reports of what then occurred that grounds of complaint were felt by ahareholders to exist, he determined to come to this meeting. As for many years he bad taken an active part in the company's proceedings, and, with the other directors, had had the pleasure of receiving the thanks of the shareholders, he thought it only due to his friends to be present, that he might take his share, if complaints were made. He felt conscious that be should be able to justify all tho steps taken. He had, except in respect of minor details, been a full party to them, either by aJ rising or by acquiescing in them. The directors felt that they bad done their Lest. He was there to make a clean breast of it, and to give every explanation in his power. There was a thin attendance ; but at that season it must be obf ions that a large attendance could not be anticipated. General Briggs reminded the meeting that the first object was to take into consideration the most desirable means of obtaining such informa-

tion as the shareholders might think necessary previous to a call being made. There were two questions that occurred in reference to that point. First, according to the 10th and 11th of Victoria, if the directors gave notice in terms of the act, "all the power and privileges of the laid company, except such as should be necessary for enabling the directors to receive the se?eral turns of money thereinafter mentioned, and to distribute the same among the shareholder! and other persons entitled thereunto, and for enabling the directors to adjust and close the affairs of the company, should cease and determine." He wanted to know whether the company, as a body exercising those powers and privilege!, bad ceased ? The Chairman replied that it had, except for the two purposes specified, the one being for receiving certain moneys, and the other for adjusting and closing the affairs of the company. General Briggs said, he now assumed the affairs of the company were not closed, that the directors were still a body of directors, and the company capable of transacting any business that belonged to it previous to the sth of July, 1850. The Chairman remarked that, previous to 1850, the company had exercised various functions connected with the colonization of New Zealand. Those had all ceased ; the company could not now send ships for purposes of colonizatioD, or deal with waste lands. - General Briggs.— But they can make calls ? The Chairman.— Yes. General Briggs thought it would be satisfactory to the shareholders, as they were entitled, to know what there was to render the making of a call necessary. Having referred to a letter which he had addressed to Mr. Lyell to show the spirit by which be was actuated, the gallant General proceeded to say that, he understood the company owed about £16,000 to the Union Bank of Australia.—[A Director.—" Nearly £17,000, with interest."] That debt, be took it, had resulted from their connection with the Canterbury settlement. [The Chairman.— "Entirely."] He regretted that the accounts of the Canterbury settlement had pot been kept separate, and stated as the result of an examination of particulars that the Canterbury Association seemed to have been supported on a borrowed capital of £10,000 received from one of the directors "of the New Zealand Company, and of £15,000 received from the Union Bank of Australia. He called attention to a sum of £9,093 mentioned in the accounts, which at one time bore to be a cash balance, which took the shape of promissory notes and debts due to the company, which appeared and disappeared, and which reappeared only to be absorbed in assets. There were debts due to the company > amounting to £29,133, and he asked for information on that point. He wished to call attention next to what the Government were entitled to receive when the functions of the company ceased. It was provided that "all the lands, tenements, and hereditaments of the said company in the said colony should thereupon revert to and become vested in her Majesty as part of the demesne lands of the Crown in New Zealand." The Government were entitled to " the lands, tenements, and hereditaments," but not to the balance of assets, — not to the balance of £29,000 which he had mentioned. One word on the Canteqjfcrj settlement. The clause of the act to which he referred went on to say, " subject, nevertheless, to any contracts which should be then subsisting in regard to any of the said lands, and upon the condition of satisfying any liabilities to which the said company might then be liable under their existing engagements with reference to the settlement at Nelson, or any liabilities of the said conpany which, {luring the suspension of the saidjnstr ctiors, should hart been contracted by them with the consent of the said special commissioner." The Canterbury settlement became subject of contract either with the consent of the commissioner and the Government, or without it. If with the consent of the commissioner, then this company were not liable ; but if without the commissioner, by whose consent was the contract made? The shareholders did not authorize the directors to borrow £10,000 here and £20,000 there for the Canterbury settlement. In conclusion, the gallant officer moved the following resolution : — " That a committee of shareholders be appoint* ed to examine the accounts and transactions of the Company, and report thereon ; that, in order to carry out the above object, all accounts, papers, and writings belonging to the company be produced, if required, before the committee, and that it be at liberty to examine any officers of tbe company in relation to the inquiry ; that the committee be authorized to call in to its aid such assistance in the fulfilment of its duties as it may deem necessary ; and that the expense of tbe same, under sanction of the committee, be defrayed by the company." Mr. Buckle seconded the resolution. He thought it quite impossible for the directors to give any satisfactory account of matters to that meeting ; it was impossible to go into tbe details which were necessary ; nor did he think it possible for the directors at any other time to give a satisfactory explanation, unless a committee were appointed, which should proceed in a Businesslike manner to make inquiry. When the shareholders heard of a call, it was high time that there should be an investigation, and have such a report as should enable them to decide whether there should be a call. He wished to make a few observations with respect to some matters mentioned in the report of the directors and, though they did not bear on the immediate question, he thought the meeting would probably give him leave to make tbe remarks he wished to make, because he felt that the character of this company was concerned. He recollected well the debate of the last session of Parliament which had reference to the company. The directors in their report said, they " gave such answers as the occasion admitted to the accusations of misrepresentation and fraud with which the company was assailed in quarters from which such injustice was least to have been anticipated." Those charges of fraud and misrepresentation, brought against the company by Sir W. Molesworth, were supported simply by a statement respecting the conduct of the directors on a particular occasion. He (Mr. Buckle) did not pretend to answer for the directors. They were well able to answer for themselves ; and they had an opportunity of answering for themselves in the House, when the charges were made. But, speaking es a shareholder, he believed be expressed the feelings of tbe whole body of share*

I'olders when he said, that if there were any fraud or misrepresentation on that occasion, not ouly had the shareholders no privity to it, hut the shareholders were ignorant of any and every misrepresentation on the subject. It was surprising that t man like Sir W. Molesworth should have thought for a moment that such charges were to be made against the New Zealand Company, and were so made on a statement not proved to be a misrepresentation. If there were any fraud practised on the Government at that time, if there was any misrepresentation made, the fraud was practised and the misrepresentation made by Sir W. Moles worth's late friend, Mr. Charles Buller. He knew it from himself (Mr. C. Buller) that statements were made to the Government by Mr. C. Buller. He and Mr. Buller discussed many points *, they discussed the subject of the Nelson settlement, and Mr. Buller told him be differed in opinion from him ; and, differing in opinion from him, it -could not be expected that Mr. Buller should lay the matter before the Government as he (Mr. Buckle) would have laid it. But the statement was made by Mr. Buller with full knowledge of the facts, no one fact having been withheld. He now came to another matter adverted to in the report, the subject more immediately before the meeting. The Canterbury Association were the debtors of the New Zealand Company. They had repudiated their debt. He thought the directors were justified in using that word in the report, and the Canterbury Association had re-, pudiated their debt on certain grounds which were adverted to in the report, but of which the meeting must know a little more. They said the directors of* the New Zealand Company had misappropriated a part of the public money (they called it so) — at any rate, a part of money bonowed for the public, to purposes inconsistent with the Act of Parliament, and had applied that money to their own private purposes, and they made that the ground for not paying this compauy the money they had borrowed from it. If there were misappropriation, it raised a very proper question between him and the directsrs ; but what bad it to do with the money be. lent ? (Hear, hear.) The meeting wonld be more surprised when they beard that Mr. Edward Gibtifc Wakefield, who was known as the prime mover of the Canterbury settlement, who was the prime mover of tffe machinery, bad received himself a portion of that money, be believed he might say £1,000. Mr. £. G. Wakefield had received £1,000 of the money of the New Zealand Company. He gave intimation of that ; and such a public person as Lord Lyttelton, such a person as Mr. Cavendish, seriously made it a ground fox repudiation. That such gentlemen should repudiate and state such a gronnd for repudiation, was a subject for astonishment. To show how perfectly frivolous was the ground taken up by the Canterbury Association, he should state that the money advanced to the Canterbury Association was money borrowed by the directors of the New Zealand Company, not from the Government, — at any rate, not the main part of it, but from one of the directors and from the Union Bank of/AjMtralia. Advances were made by that bank, £lt),000 were advanced by Baron Goldsmid ; and even if the ground were tenable,it would be swept from under the Canterbury Association, because the money which theN.Z. Company lent the Canterbury Association was not money borrowed from the Government. Though the Canterbury Association had no right to take up that ground, be said again it raised a very proper question between the directors and shareholders of the New Zealand Company. The state of facts, be believed, was this : — When the company borrowed money from the Government the directors appropriated to themselves a certain amount. He would venture to say that when the directors appropriated to themselves that money they never contemplated a deficiency in the company's assets or its being compelled to wind up ; because if it bad occurred to the directors at that time that after getting rid of the charges and care of colonization the company was to be wound up at the end of three years, and a deficiency created by their taking the money, he was quite sure the directors would have scorned that money. They could not possibly intend that the company should be borrowing money to pay over to them a certain sum till they got rid of their liabilities, that we should make up the deficiency by a call. When the committee were appointed they would see all about that matter. They would see how the money bad been appropriated ; they would see who had been the recipients. The committee would report to the shareholders, and then the shareholders would be better able to judge of the matter. He would suggest to the committee that they should report on the sums received by Mr. Wakefield, not only on that occasion, but on other occasions, and as to what sums Mr. Wakefield's family bad received. There was a third matter to which he (Mr. Buckle) wished to call the attention of the meeting. They said the <3anteriury Association had repudiated ; but it appeared to him that there were certain directprs who were repudiate™. There were certain members of that board, elected very recently,'recommended to election by the directors to the whole body, who bad repudiated their debts. It would be the duty of the committee to inquire what debts were owing the shareholders by such directors. To make a call on the sharehcllers -when those directors owed money was monstrous. -A good half of the £14,000 was owing by directors, and if interest were added it would be found that a considerable sum was available, or at least likely to be recovered. The history of those debts would engage the attention of the committee. How they began he did not know ; he presumed as a loan. Whether so or not, they had been in the company's debt for some time. Those debts had regularly appeared with the accounts, but suddenly they disappeared. They disappeared altogether from the company's accounts after it resigned its charter and lands. Ht bad felt the little sentence at the end of the accounts, that the company's assets had passed to the Government under the act. With retpect to assets passing to the Government under the act, he would speak cautiously. He did not see a word about assets passing; but the act specified what was to pass ; and it was a well known rule among lawyers that when an act specified what was to be done, there was no implication as to what was fur her to be done. He was of opinion that there was nothing to pass under the act but the lands which the company bad resigned, and he recommended the shareholders to take that matter into their consideration, and not to be satisfied with any opinion of an opposite tendency which nvght be laid be-

fore them. He should hate spoken with much less caution, but that be believed an opinion bad been taken by the directors on the subject. Shareholders would see that opinion, and be able to judge for themselves. It was because such an opiniou had been taken that he did not now say all that might be said. He had looked at the act of Parliament Carefully. He did not see anything about asset* passing, anything to justify a different construction of tbe act, which was very simple. Having called the attention of the shareholders to the ground on which the Canterbury Association refused to pay their debts, to the question that arose between tbe directors and sbareholders, to debts owing by directors, he thonght he bad called attention to all the subjects which would most regularly come for investigation before a committee, on the question whether there iras a necessity for a call on tbe shareholders ? The acr, it would be recollected, prohibited any dividend being paid to shareholders. That was a condition which the Government imposed when they consented to grant a loan ; and, when the directors consented to, that, be could hardly suppose there could be any private agreement between them and the Government that a sum of money should be paid to them. Tbe Chairman expressed his sense of tbe honourable feeling which made Mr. Buckle believe that the directors were actuated by the same feeling. Had he (the chairman) been drawing the report, this was the very resolution he should have wished to suggest. The directors desired tbe assistance of the sbareholders, and had nothing to secrete or conceal. With reference to a sentence which had been proposed as part of a resolution, but which it was agreed to omit, for the purpose of empowering the committee to inquire how far it might be requisite for the company to make a call on the shareholders, he requested attention to tbe circumstance that the power of making a call rested with the directors, and not tbe shareholders. Mr. Few said, he would not adviae the directors to delegate to the shareholders any control over (he call. Mr. Buckle had no doubt tbe resolution was sufficiently comprehensive to include all the subjects to which he had referred, but he would ask the chairman his opinion. The Chairman replied, that after bearing the luminous speech of Mr. Buckle he could not venture to say that everything was included in the resolution, but he would say that if anything were left undone by the resolution the committee should hive it done. The meeting were all of one accord that tbe inquiry to be instituted should be made fully and honorably, and that on mercantile as well as honourable principles. Tbe resolution was agreed to unanimously. The Chairman expressed his conviction that from the course which the business of the meeting had taken it would be not only useless, but mischievously occupying the time of the shareholders, were be to go into explanations which otherwise would have been called for. He was perfectly prepared to go into all tbe points raised by General Briggs and Mr. Buckle, except, indeed, the omission in accounts by a Government officer, because when there was a Government officer one trusted very much to him, on a' general principle. Certain sums were not wiped out, but transposed ; tbe point was merely technical. As the whole affairs and management of the Company would come before the committee, he should be perfectly ready to appear before it and give explanations regarding any part of his conduct on which explanations might be desired. He thought it right to say, with reference to a subject wbicb had been mentioned, that Mr. C. Buller had every paper, and was cognisant* of •very transaction. When the committee had finished the inquiry, be hoped the proceedings of the Company would be marked with as much harmony and unanimity as on the present occasion. The necessity of a call would depend greatly on what arrangement might be made with tbe Union Bank. Tbe directors were anxious to avert a call, by means of a payment from the Canterbury Association. At tbe time, he was led away by the full belief that the Canterbury Association would have fully repaid the money lent. Mr. Buckle stated that Mr. Woolcorabe had sent him, and he should propose, a resolution in favour of a reference of questions on which the Company was on variance with others, Mr. Few said, he had taken upon him to advise that there should be no reference. He did so for this reason, that such was tbe character of the objectiou on the part of the association, that they bad thrown in elements which neither a court of equity nor a court of common law would entertain, but in regard to wbicb, most probably, some arbiter might have split the difference, and given weight to them. He was satisfied that, bad Mr. Buckle seen the case, he would have been the last to propose a reference. After a long experience, he (Mr. Few) would say that there was nothing more costly and less satisfactory than a reference of points so complicated. Most was gained by prompt decisive action at j tbe moment. .Mr. l ,Woolcombe and Mr. Wakefield acted together. Putting Lord Lyttelton into tbe box at Westminster-hall would do more than any reference. The Chairman stated that he had preferred a reference, but, feeling not infallible, be yielded to the decision of the Court of Directors. The following gentlemen were then appointed a committee, with power to add to their numbers: — Eieutenant- General Briggs, Mi. John Buckle, Mr. Henry Lever, and Mr. G. Wade. The proceedings then terminated