THE DUNEDIN GUTHRIE COMPANIES,

Otago Witness, Issue 2285, 16 December 1897, Page 61

THE DUNEDIN GUTHRIE COMPANIES,

! A WINDING-UP ORDER. { In the Supreme Court on Friday, bafore Mr j Justice William?, j Mr Ho&kiug, who represented tie Bark of i New Zwlatid (as petitioning creditor), appeared ! in fupporfc of a motion for a, winding-up order | in respect of the Dune-din Timber and Hardware Company (Limiied), and also of the City StovmiHing Company (Limited). The Gazetta notices were in, and tfae affidavits which/ wcve'j rendered suifu-.ienlb by the rnleo under thti Compntiiert Aflß were file 3. He understood there j was no objection on the part of the com- | panics. 1 Mr Sim appeared fojvibe companies, and *aid { fcbafc they did not adnoifc t.hafc the Bank of New Zealand was entitled to the- sums it claimed,, bub they consented to the order, for winding up. Hir E[onor : I think you mentioned that before ? Mr Sim said there was a dispute a3 to tho liability to the bank, the question being whether the piomissory notes on which tho batik v?&« claiming were flattened. Mr Hosking s«.ld he was quite willing to undertake, if necessary, that ths rights on either fiide were aob prejudiced. ( His Honor mada bhe order for winding up, \ and directed that it nhouid be iusex'ted in two j Duaediu newspapers ; the order to be without prejudice to thequestion of whether the petitioning creditor's debt was cue. The order was the f.*iuo in the caso of each company. j The petition iv the case oE the Dunedin j Timber and Hardware Company, made by the ! Back of New Zealand and W. R Cook and | verified by affidavits by Wi'lism Boycc Buller I and William Hi chard Cook, w*s in the following tern-.s : — 1. Your petitioner, the said bank (vhe Bank of New Zealand), is incorporated under "The New Zealand Bank Act, 1864." and hns its head office at Wellington in this colony. 2. Your petitioner, William Richard Cook, it tho official lujuidator of Walter Gulhrie and" Compauy (Limited), of the New Zealand Pin* Company (Limited), of the Colonial, Hardware, Woodware, and Implement Company (Limited), and of the Southland Farmers' Implement and Engineering < 'ompar-y (Limited) ie.«peclively, all which companies are being wound up by this court, and the three last-nieutioned of which are hereinafter referred to aa the allied companies. 8. Th« Duaedin Timber aud Hardware Company (Limited), hereinafter referred to as the said 'Diinedin Company, was incorporated under "The Companies Act, 1882" and its amendments in the month of January, 18:)3. 4. The legistered oflice of the said Dunedin Company is in DunetUu in the <-aid colony. 5. The objects for which the said Ditpedin Company was established, as set forth in its memorandum of association, were inttr alia to carry on business a* hardware merchants, woodware and implement manufacturers, timber merchant*, sawmill proprietors, and timber growers, ironmongers, general mci chants, aud importers of every description. A substantial part of the business carried on by the said Dunedin Company has been aud is that of timber merchants. 6. Tlie nominal capital of the B*id Dunedin Company is £20,000, divided into 20.000 shares of £1 each. 7. Of the shares of the said Dunediu Company, it appears from the last summary of capital and shares filed with the legistrar of joint stock companies at Dunedin on" the Bth day of July, 1897, that 16,004 had been issued, on which it is alleged by the said company that £\ has been called up, and that of the capital no called up the sum of £15,5(0 has been paid. 8. Your petitioner/the said bank, is the endorsee and holders of th« following bills of exchange. for a total sum of £3199 19s 9d, accepted by the said Dunedin Company in favour of the New Zealand Pine Company, that is to say :— Bill of exchange for £800 12a 6d, which became due on the 9tb February, 1896; bill of exchange for £846 16s 6d. which became due on the 14th April, 1896 ; bill of exchange for £701 6s 9d,Vhich became due on the 12fch May, 1896; bill of "exchange -for £851 10*, which became due on the 7th April, 1896. 9. All the said bills of exchange ware dishonoured at the maturity thereof, and the full amounts thereof are atill due upon the said bills to the said bank, together with intereat on the respective amounts of the said bills from the due dates the: eof res jectirely. 10. On the 18tU September, 1897, youv petitioner, the said bank, serred on the said Dunedin Company, by leaving the same at its registered office aforesaid, a demand in forms of section 143 of "The Companies Act, 1882," under the hand of William Boyce Buller, as the attorney of your petitioner, demanding gad requiring the said

company to pay the said amounts dae on the said bills of exchange for principal and the amounts due thereon respectively for interest. 11. The said company has neglected to pay the said amounts or any part thereof or to secure or compound for the same or any part thereof to the reasonable satisfaction of your petitioner. 12. According to the balance sheets issued by the said Duuedin Company for tho year ending respectively on the 31st March, 1895. the 3lat March, 1896, and tho 31st March, 1897, the said Dur.edin Company has been carrying on business at a k>ss during tho:e three years. Accoiding to the said balance sheets the losses so made are as follows :— For the period ending the 31st March, 1895, tho sum of £3810 or there ibouts ; for the year ending the 31st March, 18PG, the *uin. of £863 or thereabouts ; and for the year ending the 3tst Maich, 1897, the sum of £1556, or a total of £6229 or thereabouts for the periods mentioned. ,13. According to the said Dunedin Company* balance sheet for the year ending tho 31st March, 1897, the assets shown therein are, after payment of the liabilities other than the »aid bills of exchange, insufficient by at least £6265 or thereabouts to meet its pairt-up capital of £15,510. 14. By an agreement d*ttrt the 9th April, 1895, and made between the said Dunedin Company and Walter Guthrie and Company (Limited) and filed with the registrar of Joiat Stock Companies at Dunedin it appears that the said Dunedin Company was indebted t ) Walter Guthrie aud Company (Limited) in a sum 'of money exceeding £8003, aud that Walter Guthrie and Company (Limited) accepted 8000 fully paid-up »haro» in the capital of the said Dunedin Company in satisfaction and discharge of the swd indebtedness. 15. The said Duuediu Company was promoted by Walter Guthri-j aud Company (Limited) and the s*id allied compauies, or tbe.directoxs thereof, aa an adjunct to the business of those companies and so as to afford an outlet for the goods of those companies. In particular the Dunedin Company's supplies of- pino timber wero obtained from tho New Zealand Pine Company (Limited). 16. The shares in the raid Dunedin Company are, according to the said last summary of capital and shares, held a3 follows :— By Walter Guthrie and Co. v (Limited), including the Goie Timber Company 10.300 Py the New Zealand Pine Corapariy (Limited) 2,000 By the Colonial Hardware, Woodware, and Implement Company (Limited) 2,00b By the SoutWland Farmers' Implement and B' gineering Company (Limited) 500 14,800 By Walter Guthiie 200 Ky Sir Robett Stout 200 By George Montly 100 By William Alexander Sim ... 100 By WillUmß. Scandrett ... 100 By John W. Times 100 By the trustees of the late H. LHtle ; ... 300 By Walter K. Waterstone ... 100 By James Mbcaliater 100 By William K. Guthiie 1 By Henry Guthrie 1 By A. 13. Hat ra way 1 By Walter .1 Guthrie 1 By William James M'Nee ... 1 1,204 Tuts! ' ... •... 16,004 17. The mh\ Walter Guthvio, Sir R. Mtout, aad Gecwge Mondy were dirsctoit: of Walter Guthiie and Company (Limited) and of the said allied ompanies at tlie respective datca on which those companies weie ordered to be wound up, and for a long time yieviously. and were, if they aro not now, the directors of the said Dunedin Company. The s.a'd .CAY. luues, 1£ Little, James Macal is ter, and William 10. Guthiia were employees in tho aaiu firm r.f Walter Guthrie and Company',. (Limited) or of one or, other at the said allied 1 companies. ' . ■ . " ; JB. No mooting of the shareholders of the said Duiiedin ("Joiwpany, has -he-en "h*ld since the s»id> Walter (Juthua and Company (Limited) and tho' said allied companies were ordered to be wound, up nor, your iietitioners believe, for a long time' Braviously. 19. TheV.ud Waltor Guthiie resides in Invorcargill, the said Sir Robert Stout in Wellington, andthe said ''Jeorg©- Mondy in Dunedin, and it ir not possible for them a? directors to effectively I exercise direction ef the offairs of the said Dun- | edin Company j 20. Ths most advantageous method of realising the interests of Walter Guthrie and Company I (Limited) and of the said allied companies in the said Duuediu Company will b» by a realisation of j the assets of tho said Dunedin Company in the [ courdd of a winding up or the same, and particu- : larly, if found practicable, by selling the assets of 1 the *.-ud Dunrdia Company in conjunction with a sale of the assets of tin New Zealand Pine Company (Limittd), for whoso timber supplies it has acted aa an outlet, but the official liquidator of the Fine Company cannol effect a sale cf the said Dunodin Company's assets unless tho said company is wound up aud he is able to exercise some control over tho winding up thereof. The said, Waller Guthrie, wlio has throughout exercised the chitf control of the business and affairs of the said Walter Guthrie and Company (Limited) arid the said allied companies and of the said Dunediu Company, has admitted that sooner or Inter the said Duuedin Company must be wound up, and a few months ago proposals were made having for their object the control of the said, Dunedin Company by the official liquidator of Walter Guthrie and Company (Limitc-l) and the said allied companies by means I of o. nv.uiagtu 1 to be nominated by him, but after some negotiation these proposals lapsed. I 21. While the said company ia kep£ going as at present; loss. will continue to be sustained, and | youv petitioner, the said William Richard Cook, as the offi-ial liquidator of Walter Guthri* and Company (Limited), and of the said allied com- ! pauies, says tbab in order to stop further lots by carrying on and to effectively wind up the affairs of the said copipanies of which he is the official liquidator it, is essential ,tbat the said Dunedin Company should be wound up. 22. Your petitioner, the said bank, a»,the holders of the debentures issued by Walter Gulhrie and Company (Limited), is indirectly interested in the assets of the said Dunedin (-ompapy iv the proportion of £169,7v0 to £223,200 of principal moneys. 23. The said Duneiin Company is unable to pay its debts. 24. The said Duuedin Company is insolvent. 25. Tn the circumstances hereinbefore set forth it is just and equitable that the said Dunedin Company should be wound up by the court. The petition in respect of the City Sawmilling Company (Limited) sets oat that the 1 nominal capital is £25,000, divided into 25,000 shares of £1 each, and that 13,804 shares had been issued, on 5000 of which £1 had been called np and paid and on the balance of which 7» had been called up and paid, making a tctil paid-up capital of £8081 8s ; that tho Bank of New Zealand was the endorsee and holders of dishonoured bills of exchange, accepted by the company in favour of the New Zealand Fine Company (Limited), for a total sum of £3231 4s 9d ; that for the past three years the company had oarried on at a loss of £1915 lls ; and that, according to the last balance sheet, the company's assets were, after payment of the liabilities other than the bills of exchange, insufficient by at least £1980 to meet its paidup capital. The petition further set forth that, in satUf action of an indebtedness of over £5000, [ Walter Guthrie and Co. (Limited) had, by I an agreement on the 9fch April, 1895, Accepted •5000 fully paid-up shares in tha conipariy '; and that the shares in it were, according to the last summary of capita! and sbwrea, held as follows :— Walter Guthrie and Co. (Limited), including the Gore Timber Company 7,300 New Zoalaad Fine Company (Limited) 2,000 Colonial Hardware, Woodware, aad Implement Company (Limited)... 2,000 Southland Farmers' Implement and Engineering OowpdDy (Limited) 500 - — - U,SQO

Walter Guthrie ... „. ... 900 Sir-Robert Stout „, .... . ... . 500 George Mondy , 250 William Alexander Sim 250 William Ernest Guthrie ... ... 100 A. E. Harraway , ' l J. C. Stephens ,» 1 W. C. M r Nee ... ... ... " l W. H. Hutcheson ... .„ ... 2 2.0 M ~13,804 In^ other respects the petition in respect to this company ia in almost identical terras with that relating to the Timber and Woodware Company.