NGAHERE GOLD DREDGING COMPANY.

Otago Witness, Issue 2467, 26 June 1901, Page 22

NGAHERE GOLD DREDGING COMPANY.

The annual general meeting of shareholder ii the Ngaheie Gold Dredgmg Company

(Limited) was held at the registered office of the company, 17 High street, on the 18th inst. The chairman oi directors (Mr W. G-. Sornervillej was m the chair, and there were 16 shareholders present. The directors' leport to the 30th April last was as follows — " Your directors beg to submit the annual report and balance sheet for period ending April 30, 3901. As stated m previous circular issued to shareholders, the claim was bored by Mr J. H. Chester, and prospected by Mr Scott, the local director and vendor. At an extraoidinary general meeting of shareholders held on 15th April last, to consider the question of , voluntary liquidation, it was decided to hold the matter in abeyance till the annual general meeting. As you will see by the notice issued, your directors have decided to hold an extraordinary meeting immediately after the general meeting, when the question of voluntary liquidation of the company will again be brought forward. Your directors consider the step advisable owing to the contradictory results of prospecting and the insufficiency of contributing capital. Mr W. G. Somerville is the retiring j diiector, but is eligible, and offers himself for re-election. The auditor (Mr Glover) also retires, and is eligible for le-election." I The Chairman moved the adoption of the report and balance sheet. He need not say anything in addition to what was said at the extraordinary meeting in April, as the question had not altered m any way. Mr H. Easton asked if since last meeting any demand had been made on the brokers (Messrs j Cook and Gray) for a rebate of the commission obtained on the " dummy " shares held in this company ? I The Chairman :I do not know what you refer I to when you speak of " dummy " shares. ) Mr Eabton : I refer to the shares on which no application or allotment moneys have been paid. The Chairman : No, there has been no demand. The matter has not been discussed by tho directors at all. j Mr Easton said he wished to make a I protest against the directors for not making the 1 demsnd. It had been known to them that shares existed on which application a,nd allotment moneys had not been paid. No less than £ 160 \\as nc.7 owing as application and pllotment moneys. On the whole of these shares, he presumed, Messrs Cook and Gray had obtained the brokerage of 2J per cent., and until they refunded that brokeiage he accused Messis Cook aiid Gray of acting other than m the inteicsts of the shaieholdeis. They had obtained money on shares that only existed on paper. He also wished to bring m.der the chairman's notice that on the 15tb April last an employee j of Messrs Cook and Gray voted against liquid ation. Was the chairman awaie on that day that this employee had not paid either application or allotment moneya, and yet his vote was allowed to be recorded? That was contrary to the ordinary law and custom of the courtly. No one should be allowed to vote m respect of shaies on which application and allotment money? had not been paid. It might bs said the articles of association allowed it, but he had sought legal advice on the matter, and he was infoimed that the Companies' Act piovided | that no \otes should be recorded in lespect | to which application and allotment moneys weie 1 owing, it the articles of association hsd been | puiposely worded otheiwise it was very €.\z- | creditable to any solicitor to diaw up aiucles | that wou>d a low ai.yone to come in out of the ' street, take a block ot «-lnres. not pay a farthing | on them, and then pievent bo.ia fide shaie- | holcleis fiom recording then vote=. He might ! say he was m communication with the Minister I c 1 Mines oa the suited of these mining comI panics It was iime, he I!' ought, that the assistance of the Goveimaenl was employed. The ChtiLnian said tL. 1 . l, in inspect to " uuuimj " ?ha.c=, the drreclois accepted from ih<- broke-"* th/» '-.hole of the ~.?mes us bona fide I i aaie. T\ the \ otmg, he wished to ' t°v thai h? intended to allow only shareholder h i who Ljo r.sid then application and allotment i nio'iejs io vote or those who held proxies re1 sini f i en which application and allotment moneys had been pa n d He took it ■ that, under the rrticlcs of association, applica- , t,o_i and allotment moneys were equal to calls. j Mr Howes said that if the chairman so mled , hp vould be p,oir:g outside the law and outside ' the aiticles of association, andl his lttHng v/ou'd not be ugh.t. It k&d beeii decided iii 9u& f-^a.

in English law that application and allotment moneys were not calls. Mr Cutten seconded the motion for the adoption of the report and balance sheet. Mr M. Peaice asked when was the prospecting done that cost the company £63 9s? The Chairman replied that it was done by Mr Chester in October and November, and the local director (Mr Scott) prospected about December. Mr Chester condemned the claim as valueless. Mr M'Fadyen : He put down one bore and condemned the claim on it. Mr Howes said his shares were not dummy shares, and neither were any on the list, as far as he was aware. He had no doubt himself the calls and dues on shares would be paid. As to the allotment of the shares it was not in the hands of Messrs Cook pnd Gray. The shares were allotted by the directors. He did not think it was customary for brokers to hand back any commission they had received on shares. Mr Pearce expressed disapproval of the remarks made by Mr Easton, and said the directors had no doubt acted as they thought best in the interests of the company. In answer to Mr Pearce, the Chairman said that since the claim had been shown to h<i valueless the directors had not taken fee 3 for any duties they had performed, and they did not intend to put the company to any expense in that respect so long as they were on the board. The motion was carried unanimously. Mr M'Fadyen proposed, and Mr Howe 1 ? seconded — "That Mr Martin Pearce be elected to the vacancy on the directorate." Mr Cutten moved, and Mr Easton seconded — " That Mr Somerville be re-elected a director of the company." Mr Pea-rce withdrew his name, and no other nomination being made, Mr Somerville was reeiected. Mr J. E. Glover wns re-elected auditor. An extraordinary general meeting of the company was held immediately after the annual meeting, and was also presided over by Mr Somerviile. The Chairman moved — " That the company be- wound up voluntarily under the provision's of 'The Companies Act, 1882.'" Speaking tc the motion, he said he did not need to go over the ground, covered at the special meeting, when the resolution was negatived. The shaieholders had recommended that the matter should stand over until the annual meeting, when it would come forward again. The claim, a<s they weie aware, had been bored by Mr Chester, who stated that it formed pait'of a large tract of country that was barren as far as gold dredging was concerned. Air Scotf also prospected the claim, with, it was said, belter lcsults, but the directors had received no definite information fiom him. The directors, however, did not think it advisable to do any further prospecting, in view of the inadequate amount they had in hand with which to build a dredge. That amount at present was about £6000, and "they were all aware that this would not build a dredge for the Grey River. He would simply move that the company go :uto vo'uutaiy liquidation. Mr Howes asked if Mr Scott nid rot report that he got lOgr to the yaid when he piospected the c^iim ? Tnc Chairman affirmatively. Mr SroU sunk two shaitb in Maich last. Mr Maitia Pesice r.skrd, seeing fiat the d'ret 'G'-s had received such a favourable report, w ; iv had they not °oae further into the matter' Ilia Chairman s.r.d they Tiers recommended to st.'j thru hards until tbs aunual meeting. Mr Cuttpn seconded the motion. He ssid that if out of the dEGaO called up only a quarter of that hjid been pa.d in 18 months, it would be 10 yeais before they got all their capital in. He only held 100 phaies, on which ho hrd paid application and allotment money; but hi s feekiT; va<? that he would like to be cle?r of Ins liability. Mr llowe=> thought that most people would like to pet out of the liability for their calls, but at tip saive time the company was under certain liabilities to th« vendors, and that ought to be fixed up first. He intended to move as an amendment — " That as a resolution to liquidate was p2oposed and negatived on Apul 15 last, and as the directors have made no effort to amicably arrange for the vendors' rights and interests in the company, which are provided for m Ihe agreement adopted with

that the questior of the future of the company shall be left m abeyance in the hands of the directors, at as small an expense to the shsreliolders as possible, f&r a further period of four months, and if it then appears from the results of mining operations in the G-rey Valley generally that it is inadvisable to go on, that the directois endeavour to induce the vendors to forgo their iight3 and interests m the compsny, thereby conserving the financial interests ot the shareholders." Mr M'Fadyen seconded the amendment. Mr Kastoji said that he had been over the claim with Mr Cook's expert, and he found that the claim was not where it w?s represented to be, and the prospectus was entirely misleading. Mr ftL Pearce thought that as a matter of policy the directors should have approached the vendors, and pointed out the result of the prospecting. The Chairman said that the directors still had the matter of the prospectus up their sleeve, and would use it if necessary. The prospectus stated that the claim was at the mouth of the Nelson Creek, but when the map came over they found it was above the Nelson Creek, and on that point alone he did not think the vendors dare press their claim. He defied them to clo it. Mr Pearce asked if the directors had signed an agreement v/ith the vendors; and on receiving an affirmative reply from the Chairuiaji, said he thought the directors had been a, little remiss in their duty in not seeing that the claim was what it was represented to be. After some further discussion the amendment was put, and lost. The motion was then put, and carried by six votes to three. Mr Howes demanded a poll. The Chairman said that if five gentlemen demanded a poll it would be taken. Mr M'Fadyen remarked that it was a pity the other shareholders had not had an opportunity of recording their votes on the motion. The Chairman said it would take 14 days to ta.ke a poll of the shareholders — to send out a x-oting paper to each one and get it returned. However, it would be done if five gentlemen ■would support the proposition. Mr Howes : There are not five gentlemen here in favour of a. »Poll — only two. The poll was not supported by the requisite number, and was therefore not taken.