Wanganui River Settlers' Company.

Wanganui Chronicle, Volume XXXXVII, Issue 11736, 13 September 1902, Page 7

Wanganui River Settlers' Company.

THE COMPANY TO GO INTO LIQUIDATION. - MR JOHN NOTMAN APPOINTED LIQUIDATOR, An extraordinary meeting of shareholders in the Wanganui River Settlers' Company was held at the Borough Council Chamibers to consider matters in connection with the winding up of the company. Mr James Thain presided, and -there was a good number of shareholders present. Air Mackay was in attendance as legal adviser. The chairman), ira opening the proceedings, said: We may as well proceed. You all know the business. Mr S. Griffiths said he would move the first; motion: That it has been proved to the satisfaction of the company that the company cannot by reason of its liabilities carry on its business, and! that it is desirable to wind up the same, and that the .company be accordingly wound up voluntarily under the provisions of "The Companies Act, 1882," and its amendments. Mr E. N. Liffiton seconded the motion, and in doing so said he wished it tc be thoroughly understood by the shareholders that the company couldl not, by reason of its liabilities, carry on, and there was therefore no option but to wind up. By voluntarily winding up the expense would not be nearly so great as if the company were wound up uirougfo the Court. Mr David May moved as an amendment that the company file a declaration of bankruptcy*. The chairman: You can't do that, ahe law will not allow it. Mr May: The directors have had a lot to do with the company's position. The chairman: I don't think you should look into the past now. Mr Mackay pointed out the legal position, and Mr May then stated that he meant that the Official Assignee should deal with the matter. Mr T. B. Williams expressed the opinion that it would be a good thing to let a little Hght in on some of the doings of me company. _ After conversational discussion Mr May withdrew his amendment, and the motion was put and carried. .1 Mr Griffiths then moved; the second mo-1 tion: That Mr C. F. Millward, of Wanganui, be and he is hereby appointed: liquidator for the purpose of such winding up. One of his reasons for moving this was that Mr Millward was more acquainted with the operations of the company than was any-1 one else. The liquidator would act under the advice of the company's solicitor, and his duties would therefore be purely technical. Mr Millward was also willing to act1 in co-operation with the present directors, which was another fact mi favour of his nomination. Possbly tnis might not be to the liking of a certain section of the share-! holders. The position was fully gone into J at the conference held some time ago arid lasting four hours, and! the directors had uothing to hide. He pointed out that the directors were liable for a mortgage of £1500.0n the boat, and if the shareholders took the whole matter out of the hands of the directors they would be doing- a very unfair thing. He would! "Ye his reasons. If the shareholders appointed another liquidator he might (having the power) sell the boat for anything he could get, and the directors would be liable for the amount of the guarantee which was unrealised. Mr Griffiths ventured the opinion that the shareholders would not nut the directors in this position. He thought it was only fair and British to allow the directors to have some say in the realising of the assets. He had no objection to a joint liquidator being appointed so long as he would be willing to act with the directors. Mr Hoult seconded the motion.

Mr B. N, Liffiton saidi he had an amendment to propose, and in doing so he disclaimed any feeling against* the directors. There was a good deal to be said for them They had put in a good deal of their money. ■ Unfortunately they had failed to carry' the company's business on successful ly. There was a great deal behind that. Mr Liffiton said he had not come to the meeting on account of thei few shares he held in the company, but he had been asked by a considerable number of shareholders to be their mouthpiece. Those he reprefierited were unanimously of opinion that a liquidator other than Mr Millward 3hould be appointed. He therefore moved that Mr John Notman, of Wanganui, be appointed, and that he be instructed not to sell the Aotea for less than £1500. He quite understood the position of the directors so far as their guarantee was concerned, and he was quite against- anything being done to prejudice or injure them1. He had not the slightest doubt that the Aotea would bring £3000, but he would put in the proviso re £1500 as a safeguard. He ponited out that a large number of shareholders were dissatisfied with the management. The steamer had been losing month after month, and it had been said that the directors either knew this or they did not. If they knew that she was running month after month at< such a tremendous loss, then they were to blame. If they did .not know, then it was the secretary's fault that a statement of accounts was not given every month to the directors so that they might know exactly what they were doing. All the directors were good business men. The chairman: Oh, that's — - Mr Liffiton.: If you don't want to hear yourselves eulogised. Mr T. B. Williams : Mr Liffiton is onljy making a statement. The chairman:: Mr Wiliams, I direct your attention to Rule 79.

'Mr Liffiton then read the rule referred to. which stated that no shareholder whose calls were not fully paid up could be present at a meeting. Mr Williams: Do you refer to me by that? The chairman: Yes. You are not qualified to be present. Mr Williams: Do you wish to refer to that matter? I think I am quite qualified, but if you wish it I will retire from the room at once. If you say I am not qualified— The chairman: I think you were ruled out at last meeting.

Mr Gibbons said that Mi- Manson was ruled out because he was not a shareholder and did not hold a proxy. Mr May (to Mr Williams): Are you not a shareholder? Mr Williams: I bought 25 shares at first, luen, owing to misrepresentation, I was induced to take up further shares, for which I paid in part. I declined to pay any more, and asked the secretary to summon me for it, but he would not do it. I'll* have it cleared up before all is over. After some discussion. Mr Liffiton said it had been suggested to him by the solicitor that the betrber way would be to move that Mr Millward's name be deleted from the motion and Mr NotmanV inserted Mr Liffiton said Mr Notman was one of the best liquidators in the colony, and he would get the most out of the_ assets. The directors said they had nothing to hide. Whythen did they attempt to force upon the shareholders the name of a gentleman whom the shareholders did not. wish to act a? liquidator? He submitted* vjtt due defer-

ence to the directors, that it would be very nice if the-" withdrew their opposition to Mr Notman as liquidator. If they persisted in the nomination of Mr Millward they would make the .shareholders force the company into liquidation, as he understood they wouid do:. Mr May seconded the motion. While not finding fault with Mr >yard, he did not think it would be fair or satisfactory if he were appointed liquidator. Mr Manson said tmev could not get a better man than Mr Notman. With regard to the justness of the grumbling in the past he would say nothing, but he thought nothing could be gained by it now. The directors were all! men of integrity and meant the company well. He was in favour of keeping the affairs of the company as much as possible in the hands of the directors. He favoured the idea of appointing a joint liquidator, but wished to see the responsibility rest with the directors . Mr 0. E. Dymock thought it would be rather a slur upon the directors if. their nominee were not appointed. The directors got the company into its present happy condition, and they ought to be allowed to bury it decently.

A show of hands was then taken on the amendment.

Mr Morgan said he noticed that Mr Millward was voting, and he thought he was not qualified.

Mr Liffiton: I understand there is some trouble about proixes. I would like to ask if proxies were refused after 5 o'clock last evening. Mr Millward: I said they would not be accepted except in business hours, but they were afterwards-taken.

Mr Liffiton: I see Mr Millward votes. The reason Mr Williams cculd not vote was because he had some shares that were nor paid up . I understand that Mr Millward is in exactly the same position. Mr Millward : They are paid up. Mr Liffiton : I was informed of this: That Mr Millward filled in the proper form and took 25 sharess; that they were handed in by those who were canvassing for the company; and that his name does not appear on the share register. If the form was properly filled in his name should appear on the register.

Mr Millward: The form was properly filled in, but I did not i>ay for the shares, and I was informed by my solicitor that I did not need to pay for them. I have bought shares since.

Mr Griffiths asked that a ballot should be taken, shareholders to vote in aocorl--ance with the number of shares held.

Messrs Hope-Gibbons and A. E. T. Nixon were appointed scrutineers.

The poll resulted in the amendment being carried by 390 votes to 370. The amendment was then put; as a motion, and it was unanimous*^ resolved that Mr John Notman be appointed liquidator. While the poll was-being taken Mr Griffiths moved and Mr Hoult seconded a motion that the liquidator receive £30 in addition to out-of-pocket expenses. ■ After the poll had been declared Mr Morgan moved that Messrs E. N. Liffiton and F. M. Field be armoiinted to assist Mr. Notman in examining the accounts of the company and to report to a> future meeting. The chairman said it was too late to bring forward such a motion. Mr Morgan protested that he could not move the motion until it was ascertained whether Mr Notman had been appointed. The chairman ruted that the motion could' not be brought forward, andl the meeting adiourned.