THE KAITANGATA RAILWAY AND COAL COMPANY'S DIRECTORS' IRREGULARITIES. TO THE EDITOR.

Otago Daily Times, Issue 6780, 7 November 1883, Page 4

THE KAITANGATA RAILWAY AND COAL COMPANY'S DIRECTORS' IRREGULARITIES. TO THE EDITOR.

Sib,—A general meeting of this Company was supposed to have been'held on October 13 last, which, among other things, passed a resolution to empower the directors to divide the unallotted shares proportionately among those shareholders willing to take them upon credit, and bearing equal dividends witb the ordinary shares current, subject, however, to their holders paying interest to the Company at thu rate of 8 per cent, per annum on the nominal value of £10 per share for tbe space of Xl months certain, and for as much longer as this directors may think proper, each such sharetaker having also to pay £2 premium per sharo on applying for the number apportionable to him. Such was the meaning of the resolution) whatever its exact wording may have been, for no previous notice was given of it, and it was only on Monday, October 29, that a version of it was distributed among the shareholders by meanß of a printed circular, a copy of which is appended hereto. Two or three days after the meeting .(having in ..the meantime got a perusal of the Company's articles) I came to Bee that everything done at it bad been done irregularly, and more especially, tbat part of tha proceedings relating to the issue of'the unallotted shares, which ought to have been tha subject of a special resolution, as the Company's articles do not allow shares to be issued otherwise than prescribed in Nos. 8 and 10 thereof.

Since that meeting was held I have endeavoured in every possible way to convince tha directors of the fact that the so-called general meeting was not a lawful meeting of the Company at all, for.it was not convened within tha limits of the times laid down in article 40;. and that, even though the meeting had been duly convened, still it would have been incompetent for it to pass the resolution affecting the issne of shares, which, as I.have said, required to bs a special one, and aa such to have had, specifio notice given seven days before the meeting of the intention; to submit it, in accordance with article No. 42 of the Company, and that accordingly; all that wits' done at the said meetingis void, owiDg to these irregularities,.the Company being now in the same position as if no< general meeting had been held. '* Lastly, I haye most earnestly, urged tha Board to extricate themselves and the Company from this muddle by commencing the whole business anew, and for tbat purpose to call an extraordinary meeting of the Company,, Firstly, to . adopt, sanction, and validate! seriatim all that was intended to be done at the said meeting; and secondly to pass,' subject to confirmation by a subsequent meeting of the Company, as required by the Companies Act, a special resolution to modify article No. 8 of articles of association, and enable the directors to issue the shares differently from tho mode therein prescribed, if the meeting should so decide.

It is with reluctance that I send you this for publication, but the due' and proper management of this, and every other public company, is matter of public interest; Still I have not; made the irregularities of this one public till after doing everything I could to. move its directors into-the proper course to put matters right. But instead of being moved thereby, 8. printed circular has now been issued inviting applications for the shares in question, to ba made by tbe 30th November inst. In relation to this circular, and no doubt written in anticipation of it, the manager says; in a previous letter, " Bhould a large number of the shareholders confirm the *.'•' resolution the directors will feel bound to proceed." : Thia new movement of the directors (thus previously indicated in the njariagor's letter) to get this imaginary resolution of the Company confirmed! otherwise than by a confirmatory meeting, as prescribed by the Companies Act, is now being; tried by means of a'form of concurrence expressed in the printed application for sharea attached to the circular, and asked to bci signed by each applicant. Nothing can b« clearer than that such a mode of obtaining concurrence or confirmation is only adding another irregularity to those already, pointed out.—l am, &c, W. Langlands. Alva street, Now£er 3.

~<-opy of Circular.] K-»lt'_igata Hallway and Coal Company (Limited). ' Dunedin, October 10, 1111. Dear Sir, At the general meeting of shareholders held at the Company's office on the llth Inst., it waa resolved to issue the 101 unallotted shares to present shareholders pro rata, at a premium of £t per share, on the following teims, viz.:—The premiuta of £8 payable on applioation, and the principal of £10 per share also on application, or at any time after It months trom allotment, at shareholder's option; on giving to each shareholder three months' notice, those shareholders not paying up principal monoys for sharea wil! pay at the rate of 8 por cent, per annum meanwhile and will participate in any dividends if declared on tho shares as fully paid up.

As this matter did not appear on the business to be transacted at thej melting, the application is framed so ai to allow shareholders an opportunity ot signifying (heir con< urronce. you are entitled to have — shares on the proposed allotment. If you intend to take them up, please sign the annexed form of application and return tv me betore the 10th day of November, alter which tlma you wilt be considered as having declined such Bhares. —I am, ie,

(Signed) W. P. Warns, dcneral Manafer. The General Manager, ••••■•••........ Kaitangata Railway and Ojal Company (Limited). Sii,—l concur in the resolution of the gene/al meeting ot tbe Company held on the ISth day of October, as per your letter of the 16th October, and apply tor shares, boing the proportion to which I am entitlod.—Yours truly,