DUNEDIN" GAS LIGHT AND COKE COMPANY.

Otago Witness, Issue 658, 9 July 1864, Page 10

DUNEDIN" GAS LIGHT AND COKE COMPANY.

A statutory meeting ot shareholders in the Dunedin Uas Light and Coke Comply (Limited), was held on Thursday afternoon, in the Masonic Hall, Princes street, fjr the purpose of considering certain resolutions intendel to «iv> effect to a propose J advance of L1'2,000 aad a lease of I laworks to Mr S. Hulchinson, the engineer of the Company, which were approved by an emergency meeting recently held. The meeting was convened for two o'clock ; but it was nearly half-past two before there was a quorum prrsenf.

Mr Thomas Ta7Lok, one of ths directors, was called to the chair.

_ The Secrktahy (Mr M. Sholl), read the notice convening the meeting ; and also the minutes of the last meeting, which were confirmed, and (by request) the voting thereat, showing 1035 shares in favor of the report then presented, I*2o against, ami 2L neutral.

The Chairman s-iid that the shareholders had been informed why they had besn called to gether ; and he thought very litt c, need bow be said. Each of the directors had money in the concern ; and the only way they could see of saving a single penny of it was to' give effect to the arrangements submitted and approved at the last meeting. It W3S well known to the shareholders that Mr Maclean, manager of the Bank of Npw Zealani, had power to come in and sell up the works in about nine, days; and the result would haTe been, in all probability, that they would have been bought by i few men, the shareholders g.ung to the wa.l. Pending an inquiry into ihe conduct of the Manager, an offer was made by him to the directors whi-h obviated ths necessity or danger of a sale of the works; and altogether itwasan offer to which no reasonable mm could object, for it saved the concern and secured the ten per rent, on the capital. In case ol future on the part of the Manager, after he had the lease, the directors h;ul ample po^er as to taking i:o's>e3^ion again. The Manager having found r friend who w.is rea-ly to proiuce money to pay off the m >rtgage to the Bank of New Zealand, the directors were in a position at ouce to accede lo the pro posed term 3. They submitted those terms to a meeting, and they were approved ; and it was now for the shareholders absolutely to confirm or to reject them. In terms of the offer, Mr Swyei'i the Provinc ; al Engineer, ha I examined and reported upon the condition and value of the works. That report would b3 read; and is MrSwjer was above suspicion, the report eouid ba depended upon. It showed that there was no such difference bstween the cost and present value of the works as had been alleged, The Secrrtaby read Mr Pwyer's raport; of which the followiug is a very brief abstract .— The fit st impression of a casual visitor to the works was not a favorable one ; but that would be found to arise from the absence of drainage, and the contiguity of temporary buildings to the permanent ones. It was only within the last month that a possibility of draining the works had existed ; but it was now supplied by the Government caus.ng- the trench along the roa'l to be considerably deepened. Drainage workd should now be done, and a corrugated iron fence should be erecte 1 round the whole site. As to the works under ground, he had of course been compelled to rely upon the statements of the Engineer, aided by invoices of gonis snppliel, and other documentary evidence. The site was about the lowest that could be procured, and po far mo^t advantageous; but it was alluvial, sw-impy ground, anl thence hid resulted increased cost in the matter of foundations, The retort-house might appaar too extensive and substantial ; but it was a . j ole an-1 coke store as well as a retort-house. Already it had b°en found to increase the retorts from 15 to 25 ; so that it could only be conclude i that r\ wise precaution had been shown in making tho house so large, more especially as the materials used could not suffer from fire. The iron mof purehiwd was equal to covering a building 120 ft. by b'Oft ; the retort-house being on! 75ft. by 60ft. and with 23ft. of wall plate The house was equal to receiving 50 retorts, 200 tons of coal, and such coki as was likely to accumulate. Great pare hal been taken 'n erecting the chimney shr.ft, which waa now 40ft. high. It had properly been left incomplete to allow for settlement ; and its completion, which should be commenced in about twelve months, would not cost much, as most of the necessary material was on the ground. The maximum power of the carbonising apparatus was equal to the production of -18,450 cubic feet of gas during 24 hours ; which would be increased to 63,760 ft. wheu t^e retorts were increased to 25 Altogether, the house was so bui't as, in the end, to secure the most permanent and economical results. The condensing power was equal to dealing with 64 850 ft. during 24 hours and the purifying power to 150,000 ft. There were four purifiers and one distributing valve, of the most improved description yet invented. A station meter should be supplied, ai a record of production and a general check ; its co>t would be about LSOO. 'The gas holder pit was 63fc. wide and 21ft. deep. It was altogether a very excellent piece of work ; and, c rasideriug the circumstances it reflected great credit upon all concerned. Leaving a cone of earth in the centre was a most wise provision. It was the mo.-t effectual preventative yet discovered of danger from pressure of the soil upon the .vallß and of preventing the escape of gas. There remarks were made because it had been said^ that leaving a cone diminished the capacity of the holder ; which, as it was necessary to keep the water up to a certain level, was absurd. The holder was>extraor<iinarily strong, and everything about it was of the best possib'e description. The governor was one of Anderson's concentric -the best yet invented. He would not pronounce in favor of bitumenised pipes, which kind (9in.) was stated to be laid between the works and Princes street south j but it well

made, not subjected to undue pressure, and kept fiom the action of the sun, they would mo doubt la-it for several years. The irregularities in the supply, about which there had been so many on; plaints, had bern caused almost entuelv by the way in which the levels of the streets 'had been altered and the pipes thu* interfered with. Freight and insurance had cost L 2242 3s 6d, or 34s 61 a ton, from Melbourne; while cartace from the jefy had cost L 577 3«, or 6s 6d per ton. He thought these matters had been arranged for on beneficial terras. <>n the whole, he thought the works fully represented the amount hitherto expended In a schedule, Mr Swyer gave his estimite of the va'ue of the different sections of the \>orks ; the total sum being L 25 426 10s Id ("aptain Mackinnon, as one of the directors, quite agreed with the remarks of the Chairman, and he felt satisfied as to the integrity of the report just read, which he believed represented pretty nearly the truth. He had himself Juoked over everything connected with the works. The difficulty f.om the first had been, tint a start was maie with too httl° money. Works could have been put up according to the original prospectus for Lls 000; but when the contract with the Town •ioard was obtained, it was thought better at onca to g'»on upon an enlarged scale. Difficulty succeeded difficulty, un il the crowning one came recently, in the shape of n call for the L1'2,000 If the proposed arrangement was not made, there could be no doubt the works would b a «old ; for the Bank of New Zealaud was determined to foreclos 0 , and the directors were determined not to continue longer under a personal liability. A sale by the Bank, simply meant— a sacrifice of the whole property. The said that the aarreement had been so far carried out, that LlO 000 had already been paid to the Bank of New Zealand, in liq-ii-darion of the Company's ca-h credit ; and Mr Mackenzie was ready to pay the remaining L2o°o at any time. The security was debentures at 8 per cent, to the amount of L 12,009, and it would be necessary to authorise the usue of debentures to that amount. He wished to state that the proposition to take over this cash credit did not emanate from Mr Mackenzie -that no overtures were made by that gentleman or by the New Zealand Banking Corporation. The matter was arranged by-Mr Hufchinson, and was by him submitted to the directors. He had heard it hinted that Mir Mackenzie, actinsr frr the New Zealand Banking Corporation, had proposed the arrangement : but he could state from his own knowledge, official and otherwise, t'tat no proposition whatever came from Mr Mackenzie. The Chairman said that at one of the fortj nightly meetings of the Board for the payment of wr.ees, a proposal was made by the Engineer which quite stunned the directors for the moment. It was no le«s than that he should take a lease, upon terms which he read, guaranteeing 10 \ per cent, interpsb. There were present Mr J. Canjill, Mr J. Jones, Capt. Mackinnon, and himself (the Ch-rirman\. When the terms find been rsad, remarks were made upon theii ; and Mr Jones, amongst the rest, said, "That's all very well, if we could do it ; io's the best thing we could do. if we could man3se it." The Enginf.tr was urged to give up the name of his friend who, ' us he said, was ready to release the mortgage to the Bank of New Zealand ; bat he declined fir some time. Upon b°inc: preyed, he said, •' I will tell the name to M; 1 Cargill," who was in the chair, " but, gentlemen, I decline to give up the name, f )r the proposal miy come to nothing, and it is private unless you accept the terms." After more talking, the Engineer named his friend ; and it was agreed that, as a guarantee to the other directors, Mr Cargill should at onco go with the Engineer to Mr Mackenzie, to ascertain whether thai) gentleman really was in a position to come forward with the money and so assist the Enginefr with respect to the lease. Mr Cargill Came back and reported thut Mr Mackenzie was in a position to advance the money— not for the Company, but tor the Engineer, and in consequence of negocidtion3 between Mr Hutehinson's friends at home and himself (Mr Mackenzie). Mr Mackenzie did not come forward as for the Banking Corporation, but as representing the friends of Mr Hutchinson at home. When it waa ascertained that the offer was a hona fide one, he (the < 'hairman) thought that no man in his senses would have objected to take Buch a security.

Mr Cairns asked why the shareholders did not receive notice, by circular, previous to the last me j ting, intimating 1 what it was proposed to do. It was not enongh that the- directors should hold tha shareholders property and do what they liked witli it. He thought there was a duty not only to the shareholders, but to the public. He did not know what was to be done at the last meeting- until he entered the room at a late period of the proceedings. He dH not find any great fault with what had been don» : but, as a shareholder, he did not think that h a . was to be bought and sold like an old song or a tobacco pipa, as misrht seem good to the di. rectors It was a very good thing to get gas into the tows, and the consumers were glad to have it ; but. if the were to be handed ov t to the Engineer without restrictions, there would be an opposition Company started, and that would not suit his (Mr Cairns's) book. It might suit the Engi eer to keep up a very high price, so a-3 to wring as much out of the consumers as possible ; but he (Mr Cairns) thought it was for the interest of the shareholders tb.it public convenience should be consulted. The Company had great privileges, in dealing with the streets, at the c^st of the public ; and it was most important that there should be security that the lease should not be tampered with, and that the lessee should not charge such rates as might lead to the starting 1 of an opposition company. If he had cot notice of the last meeting, very likely he might have taken some action in the matter. Ths Chairman said that the directors did not enter into any engagement— they favorably con* sidered an offer made ; and advertisements were then put into the newspapers calling upon the shareholder's to come and hear the terms of that offer, and then to refuse or accept itThe fEORETARY said that notice ot the meeting (which he read) was advertised in the papers, and, as he understood, a copy of it was posted to each subscriber.

Mr Cairsts said he did not get a notfc, and his place was as well known as the Gas Works. The notice read did not give such information a* to the object of the meeting aa ought to have been given. Captain MacKinnon- said that if Mr Cairns had heard the draft deed read, he would find that the directors would have power to confer and consult with the lesaee at any time, and to forne him to come to any rpasonable terms. Mr J. A. J. Maogsbgor thought it would be bettor for the deed to be handed to Mr Cairns for

perusal. The business of the meeting could then be gone on with. Mr E. K. Ward said that he hfvd in hi* hand a resolution wliic'i he had well considered, and with the whole of the term* of which he agreed. It was as follows, and he had pleasure in wovin«* it: - " That in pursuance of the arrangement entered into by the Directors of the Corapiny with the New Zealand Banking Corporation, and adopted at an emerepm-y meeting of the shareholders, held on the 15th" June last, a lease of the plant and works and property of the Company be granrcd to Stephen Hutchison, C.E., for the term of six years, from the Ist inst, on the following terms, viz. :— The lease to commence from the Ist July, and to continue for a terra of six years, at a rental equ*.l to ten per cent, on the Bhare. cap-tal and debenture, interest at eight, per cent., and payable to the Directors in cash on the Ist October, Ist January, Ist April, and lsr July in each year. The lessee to plaoa at the disposal of the Company % Ra- k depo«it receipt for L6OO, The works to be kept in thorough rrpair by the lessee. '1 he Directors to appoint, if they see fit, a professional man to make a periodical inspection. The supply of gas to be regularly maintained, and in case of failure from any cause the lessee will forfeit one hundred poun -s (LIOO. for any such occasion ; this, however, is not to be enforced until after the main= are laid through the swamp, at a cost not to exceed LSOO, and ttie retorts are increased to five in each bed at a cost not to exceed L3OO. The Com pany will turn over to the lessee any existing contracts for supply of gas or material. If payments are notdulvmade the lessee will forfeit his lease. If additional cpifal is found to be required for the extension of the works, Directors will offer additional shares under instruction from their sha r eho!ders, such extension of capital to beat ten per cent, per annum. Directors to be at liberty to inspect the works at all reasonable times ; and the lessee undertakes to consult the Directors before taking any steps likely to affect the iuterests of the Company." _ The Bank of New Zealand could foreclose in nine days, nnd sell the works. Mr Mackenzie wus a gentleman whose woi'd and whose probiiy C'>uldbe depended on ; and he did not think that that gentleman wa* likely t r > mislead Mr Hut-, chinson or anyone else. Mr Mack -nzie'e position here would require him to be very siraightforward indeed j and he was well knewn as having been" for many years connected with the banking interest. Mr ELr Barnes seconded the motion. Mr Cairhs :Is thr re any clause in the lease as to the price of gas ? Captain Maokinnon said that the Directors had power to confer and consu t with the lessee, and to bind him in all matters relating to the iuterests of the consumers. The Chairman asked whether Mr Cnrgill wished to say a few words on behalf of liis brother, who was a very large shareholder. Mr E, B. Cargul said be could not understand bow any other course could be open thau to adopt what was proposed. H'was nil very we'l to talk about the interests of the c.nsumers, but it seemed to him that the inhabitants generally had not behaved very handsomely towards the Company. A certain proportion of the shares we^e taken up, and the directors, in good faith, entered upon the construction < f works sufficient for the supply^ of the town, depending upon the supoort of the inhabitants. But as s ou as tbe directors had made contracts and become responsible to a I great extent, the inhabitants burtoned up their i pockets, declined to take shares, and lelt the concern very much to shift for itself. Therefore, he did not feel inclined to accord any consideration whatever to the inhabitants. It was very well known that the directors had become personally responsible to a larsje amount; .that they had been placed in a mnst unenviable and disareeable position ; and had to negotiate with the Bank of New Zealand, in a way most unpleasant to themselves. The proposal now made might or mijbt > not be one which, if the Company was thriving, the shareholders should adopt. But they were reduced to this dilemma: that they must accept this proposal— which, after all, was not a very bad one— or they must face the prospect of having the works sold up, and that, too, after an estimate of some one's, showing that the works were only worth one-half of what they had cost. Against that estimate, it was very satisfactory to know that, in the opinion of Mr the works had not co^t more than they should. If opposition was intended to the adoption of this proposal, those who opposed #ere bound to come forward with some other practical prop>sitiin which might be preferred to it.—" Hear, " hear," and applause.) The motion was put, and was declared to be carried, unanimously. The Secretary, as a shareholder, asked that there should be a poll, as it was desirable to show that the motion was carried by a vei v large majority of the shares. The meeting was a very small one, and the large holders were absent, buf their proxies for the motion were on the table. If there was not a poll, some dissentient.shareholder might hereafter raise the question whether the meeting was properly constituted. The names of the shareholders were taken. Mr HiiDRBTH moved — J " That upon liquidation of the balance of cash credit with the Bank of New Zealand, the Directors be, and hereby are authorised to execute to the Manager of the New Zealand Banking Corporation a mortgage of the plant, workß, and property of the Company, as collateral security for the advance made to the Company upon their debentures, in terms of the arrangement entered into by the Directors, and sanctioned by this meeting." Mr Macorkgor seconded the motion He thought they might well congratulate themselves on the position in ■wbioh they found themselves. It was most easy to find fault, and carpers might talk a book full, oil which would amount°to nothing. Ten per- cent, was a fair rate of interest as things went ; and he thought the shareholders aright consider themselves very lucky. The motion was agreed to. Mr Macgreg >k moved - "That the Directors, ot the Company are hereby authorised to issue, in lieu of those previously sanctioned at the meeting of the 28th clay of May, 1863, debenture.- to the extent of LI.j.COO, to bear eight per cent interest, and to be paynble at London, Melbourne, or Dunedin, and to phce said debentures for sale in. the hind* of J. R Mackenzie, Esq., the Chief Manager of the New Zealwl Banking Corporation." Mr Qkrkakd seconded the motion, which was agreed to. . The Secretary said the Joint Stock Companies Act required accounts to be made np to the 30th May; but in consequence of the new arrangement, it was proposed to close the ac-

counts to the 31st July. This would allow for the amount due from the Town Board to bo got in. as weil as the rates due ; and a balance sheet could theu be prepared showing any available balance. " he following motion was proposed :— " That th*> accounts ot'th- Company be made up to the 31st July instead of the 30th May, and that when audited by Messr- Morris and Street a special meeting be convened for the purpose of directing how any surplus appearing thereon shall he disposed of, such meeting not to be later than the 15th day of Augu-t next " The Chairman saiH that accounts between the Company and Mr Hutchinson had been closed to the 30th June.

Mr Maogregor suggested that after the strong fteling shown at the last meeting by Mr Gillies— and Mr Street was present with him -it intent be well to appoint some other gentleman as an auditor.

The Chairman said the gentlemen named were appointed by the shareholders. The directors had nothing to fear, and could well lei enemies auiit their accounts— if they hid any enemies. After all his partner's enmity, Mr Street was an honorable man • and where the accounts were properly kept, there was nothing to fear.

. Capt. MacKinnon said that the directors were not airaid to have known anything that happened, so far a* they were concerned.

Mr Shaw said that th-re had beeu plen'y of abusing in connection with the company. First Mr Hutchinson was abused for his management : then the directors were abused ; next came the turn of the shareholders : that day, the cor-su-meis had been abused; and, lastly, as they must all have seen, a very violent attack had bpen mado upon upon Mr Mackenzie nlthouch Mr Mackenzie had no locus standi there, and although what had been said respecting him was notasnbjeetto be canvassed, vet coniing as he did to found a new in>-t.tulion like a Bank— and all knew how useful such institutions were— he (Mr Shaw) thought thnt none of the shareholders who had any interest in tbe Colony could do otherwise than feel very great retrret that one in such a po.ition should have been most unworthily and unfairly attacked in a public paper. There had been insinuations that Mr Mackenzie would not (Jo what he had a«reed to do, unless for future advautages through the lease ; and there had been a setting forth of the institution as though it was a pawnbroker's shop. There was no reason, no ground whatsoever, frr giving ear to such imputations. If they could not pa s any resolution on the matter it was only simple justice that he should be allowed to say 'that Mr Mackenze's conduct did not bear any of those interpretations that had been endeavored <o be p«tt upnu it by one portion of the public' press. He (Mr Shaw) thought a great deal of pratitue'e was due <o Mr Hutchinsoa for his management from the beginning to the end. He believed that but ior Mr Hutchinson there would have been no Company at all ; and he also believed that the promptitude .Mr Hutchinson had shown in making the present arrangement, had been the saving of the property of the shareho der*. If the sale of the works had been carried out, there would not have been a fartbing for the shareholders. How much better thpy were off, now ; and primarily rhey had to thnak Mr Hutchinson for it. lie proposed a vole of thanks to Mr Hutchinson for his management of the Company, and for can. ying successfully through the negotiations for the present arrangement The motion was seconded and agreed to . Mr Hutchinson said that this was almost the firsr time he had heard a complimeutary word, f.ir all his exertions on behalf of the shareholders ; but, "be'ter late than never." In entering upon the lease of the works, although he had some hope of personal benefit, he was undertaking great responsibilities and ri9ks. which he be-lieve-l would ultimately be for the henefit of the whole proprietary. He had felt very keenly the imputations ctat upon Mr Mackenzie. He submitter! to Mr Mackenzie a proposition which he w,i3 bouud to accept cr to reject in its entirety : consequently, prounrt work for the imputations there could ..ot be. He (Mr Hutchinson) trusted that the longer the shareholders knew him. the abater ressnn th'-y would find for reposing ennfiilence in him ; and he trusted, also, that they would hnve no reason whatever to regret having invested their capital in the Gas Works.

Mr Barnes s'dd he had known Mr Hntchinson for eight, \ears, and not onn word could he say against him. It was a great pity that a paper like the Daily Times had tothing better to do than to traduce people, and inserting things wbicli did not contain a word of truth. He quite agreed with the remarks that had been made rs to Mr Mackenzie ; and he hoped the Daily Times would improve.— (A. laugh.)

A vote of thanks to Mr Taylor, for presiding, was unanimously agreed to. In acknowledcing it, Mr Taylor said be now felt the L 250 he had invested in the Company to bs wor'h L 250 ; but three months ago, he would huve taken Ll5O for it. This concluded the proceedings.

With reference to the New Zealand Exhibition, the Lyttelton Times says :—": — " Are we going to suffer this rich province to stand lowest on the list in the Exhibition next January ? Are all our resources to be represented by a few samples of wool ; and all our industry by a pair of boots ? Unless we take care the place of Canterbury will be almost vacant. We are either so modest that we think our treasures not worth exhibiting, or so proud that we will take no step to solicit custom. We may trust that the public reputation of the province at least will be sustained, and its resouices properly exhibited in some important department, by Dr. Haast, the Piovincial Geologist. By arrangement with tlio Government a complete ac count of the Geology and Geography of the pro- ■\ ince, with coloured sketches and plans, will be prepared by that gentleman in time for the Exhibition. As essays on different subjects connected with the colony are called for by the Commission, that of Dr. Haast will well represent Canterbury. After a residence in the province of more than three years, three quarters of which time has been spent in patient nnd laborious exploration and field work, Dr. Haast's work will be eagerly looked for and welcomed by the public, and will form no insignificant item in the contributions of this province to the Exhibition of 1865."