PROFIT AND lOS3 ACCOUNT.

Wellington Independent, Volume XX, Issue 2283, 11 November 1865, Page 7

PROFIT AND IOS3 ACCOUNT.

Wellington, 12tli October, 1865. JohnYttle, B. j. Duncan, Auditor. Manager. Mr. John Yule, the Auditor, then read liis report. It was as follows : — Although I cannot congratulate the share* holders on the amount of divisible profit shewn on the balance sheet now presented, it is satisfactory to be able to state that the arrearage of the former balance has been cleared away. Every known claim against the Company has been charged ; the balunce has now been brought to the right side, and the new half-year starts unencumbered. I would recommend that, at the earliest opportunity, a sum should be set aside for the foundation of a depreciation fund. In my opinion the balance eheet now in your hands is a a fair and full balance sheet, containing the particulars required by the articles of association, and properly drawn up, so as to exhibit a fair and correct view of the Company's affairs as they stood on the 31st day of August last. J. Ytoe. Mr. Hunter said it now became his duty to more the adoption of the Report. The Directors regretted that it was not in their power to give a more favourable one, but they were of opinion that it was more favourable than the one given at the last halfyearly meeting. He held in his hand a comparative statement of amounts received and expended during the last and the previous half-years. (The Chairman here read it.) There had been an increase in the receipts for passage money and a less consumption of coals, &c, and the expenditure was less. There had been an increase in Agent's fees, but that was a good sign, as it showed that a larger amount was being received for pas* sages and freight. Last half-year the account at the Bank was overdrawn, while this half-year they bad in hand a sum of £3125 4s. 6d. A certain charge had been, brought against the Directors, viz : that they had taken large sums from the Company by the sale of goods. In order to rebut that he would read a statement of the amounts paid to merchants and storekeepers during the last half-year. (The Chairman then read it ; it effectually rebutted the charge.) He would call attention to the paragraph in the Eeport mentioning the item of bills payable, current, £10,000. This liability had been incurred to enable the Directors to pay for the new steamer Taranaki, ordered from England. Each Director had put his name to £1000 ; it had been said that they had adva-ir ?d their own money at a very high rate oi' .:: •;"ftst, but that was not the case. With ro^.a.l to the newsteamer, instructions lit t \.\ n sent to their agent at Homo, u> send it out under steam, and not up- •• f .ul, as the Wellington had been sent, so bit was very likely that a considerable ai. mt would be received from passengers coining out in her. She would probably arrive here in January. The Manukau had only made one trip, for she was chartered by the Government on 2i)th July, and retained by them at a monthly payment of £150. The Directors would inritn frrm Hin p* '■■■'■! ... r^iL.,l g— opinion on the advisability of insurance or otherwise, — when the Taranaki arrived, the insurance at the present rate would amount to £0,000. No doubt if their eight steamers wore all of the same size and description, it would be an excellent risk to dispense with the insurance. The Taranaki would be larger than the Wellington, and in some respects a finer vessel. There were certain contracts current between the Company and General Government, but they had notice that the service on the West Coast would be terminated inNovember. They had also received notice to stop their three other services; but afterwards the Company had agreed, on being requested, to carry them on till the end of January on an additional pa3 7 tnent o? £200 a month. The meeting was aware an accident had happened to the Queen. Shortly after leaving Auckland, Cnptain Cellem took the vessel back under sail, and they had had a letter stating that the repairs would be done satisfactorily, and that the boat would leave on the 30th of the month. The shaft for her would cost about £300, and there would be a few extras. A somewhat similar accident had occurred to the Lady Bird. If it were repaired, the cost would be £500 or £600. The Chairman then moved the adoption of the report. Mr. W. B. Uhodes formally seconded the motion. Mr. J. G. Holdswohth said he should like to ask one or two questions. It must be patent to all interested in the Company that the want of an efficient Superintendent was the cause of the large outlay in the shape of repairs. He wished to know if the Company had secured the services of any gentleman, who would undertake those repairs, and bo responsible to the Directors for them. Mr. Hunter replied that the Directors had sent to England and Australia for a proper person, but had failed to find any person willing to undertake the duties at anything like the remuneration which the Directors thought should be given for such services. They had, however, been guided hitherto by the advice of a gentleman of great experience in such matters. Mr. Holbsvtortii said that that person was employed by tho General Government and must therefore bo very much tied in the performance of his duties. JNTo person could serve two masters properly. He knew that that person had been exceedingly delieato in expressing some of his opinions as to the cost of some works, and the manner in Avhich they should bo done in consequence of his position. (Cheers.) Mr. Huntee said he did not think that was the crise. Mr. Duncan boro testimony to the value "of his services. Mr. J. McLean supported Mr. Holdsworth's views. The Company should have their work valued before it was done. (Cheers.) He should like to know who valued tho Lady Bird at £12,000. No shareholder would believe that she was worth that. Mr. Hunter said she had cost that ; there was no question of valuation whatever.

i >|M __ r - IMn i.,, Minn mmjiijn Min_nr_” Mr. W. A-LT.v.tn said, there was a very general dissatisfaction out of doors, as to the manner in which the repairs were looked after. When he considered that £5,000, being 12 per cent on the cost of ihc^ vessels, had been thus expended during the last halfyear, lie thought it worth while to have some compel cut person to look after them. He did not think a definite resolution to that i effect should be proposed, as it would show i a want of confidence in the Directors. (Cheers.) Mr. Nathan thought not ; he would move " that the way in which the repairs havo been carried out has not been satisfactory. Mr. Hunter— The question is the adoption of the report. Mr. L. Moss asked, if the Manager was m receipt of any monthly report from the captain of each vessel ? Mr. Hunter said, that whenever any steamer came into port, a report was received from the captain and engineer as to any particulars of the voyago and condition of the vessel. Mr Moss then asked if he had any objection to the reports for the last three months on the Lady Bird being read to the meeting. There was certain reports that if the report of the Captain and Engineer had been acted on she would not have been sent to sea. Mr. Holdsworth hoped the question would not be pressed. It would far better satisfy the shareholders, if some person would undertake the sole superintendence of the repairs. So far was he from reflecting on the man now employed, that he wished the Directors would secure his services instead of sending to Scotland or England. After some discussion on the point, Mr. Duncan said that he had never received any reports to the effect that the boat was in an unseaworthy condition. Captain Renner said that in none of his reports had he said that the Lady Bird was unseaworthy, whatever he thought of her ; nor had his engineer. Mr. Hunter said the Company had never sent any vessel to sea, in which there was likely to be any risk of life and property. (Cheers.) Mr. Joseph Rhodes, who represented several shareholders in Hawke's Bay, said he would move that " it is the opinion of the meeting that the affairs of the Company be •wound up as soon as possible." (Much laughter.) Mr. E. Owen said he would move that the Bteamers should nil be valued at their real value, and the report altered accordingly. Mr. W. B. RHODEBs3aid the question was the adoption or rejection of the report. It would be a difficult thing to arrive at the real value of the steamers. In order to arrive at it, he himself would deduct a third of the original price. It showed a want of courtesy to blame the Directors, when in six months time, some of the present ones would be retiring, and others could be appointed. Reports obtained from the man in the street should not be depended on ; if the shareholders required any information, they should go to the Manager's Office. He was opposed to having a Superintending Engineer, for the employment of such a person would cause the erection of workshops and much expense, which the Company was too small to afford. Although the shares were unsaleable at present, the Company had been in a good position formerly, and woiild be a«ain. This Company had started with the Wonga Wonga only, and now it had eight steamers afloat and another coming out. Rather than see the Company wound up, he would buy the shares at a discount to prevent it. Ito thougkl, ' lwiwoveiy-tlrut tho Company hud every encouragement to proceed, and he hoped the shareholders would persevere, Mr. Ormond objected to the report, as the value of the vessels was not properly put down in the balance sheet. Ho also thought that the question of discontinuing the insurance should form the subject of a resolution, aud he hoped the Directors meant to take the sense of the shareholders. People outside of Wellington considez'ed that the Company was not in a satisfactory condition ; he, as representative of some Napier shareholders, was of opinion that the Company should be wound up. Mr. Dbansfield said the Directors had placed no value on the boats, for it was a point on which there was a great difference of opinion. The Directors were largely interested in the Company, aud it might be supposed, therefore, that they would act for the best. Mr. Moore said that if the boats were valued at a lower price than at present, there were other assets which might justly be raised in value, such as the freehold land of the Company, one that would have the effect of compensating for any abatement of their present assessed value. Under these circumstances he would contend that the balance sheet was on the whole correct and satisfactory. Mr. GisnoßNE said that if he thought j that an adoption of the report meant an agreement with all its expressions, he would wish with Mr. Ormond for some alteration in it. He thought the words "more satisfactory," in the second paragraph of the report, might be vciy fittingly replaced by the words "less unsatisfactory." They would be more appropriate. Although it might be difficult to value the boats, so as to please everybody, he certainly did not think it a preferable course to continue to set a price on them which pleases nobody. He hoped the wording of the report did not pledge the Directors, on its adoption, to discontinue insuring. He did not think that was meant. Mr. Moore said the intention was to refer the question to the Shareholders. Mr. Ormond said that the assets were put down at too much in the Balance Sheet, and as an amendment to the second paragraph of the Report, he would move " that the statement of the affairs of the last half-year so far as the assets are concerned, requires revision as being largely in excess of tho property assessed." Mr. Hunter said the Report must be rejected or adopted in ioto, but the meeting could pass any resolution after that was done. Mr. Allen said the Report might be referred back again to the Directors, in order that they might remodel it. Mr. Hunter said according to the Act that could not be done. Mr. J. Woodward advised that the report should not be rejected, as that would be a most ungraceful act to the Directors. Mr. Hunter pointed out several ways according to the Act by which the Shareholders could bring the Directors to book, if necessary.

Mr. Izard said he considered it was competent for tlie Shareholders to refer back the report, in order that those parts referring to the Balance Sheet might be amended. Mr. Uohlase said that the Directors were not called on by law to give a report at all, but they did so out of courtesy, and that the balance sheet had nothing to do with the ri'povt. The balance sheet could not be altered now, for it had already been audited and circulated. Mr. Okm.ond pressed his motion for the amendment of the report. Mr. Moore said that that would amount to a total rejection of the report, and that Mr. Ormond had better move a resolution to that effect ; if that was carried, he would feel it his duty to resign his directorship. Mr. Waking Taylor said that a great deal of money had been spent on the boats, and he thought that the cost price -would give a very fair approximate value of them. Some good evidence ought to be brought fox-ward to show that the boats were not worth the sum put down against them, before any attempt was made to alter those sums. Mr. T. McKenzie said that he considered that the time of the meeting was being wasted by this desultory discussion, which was quite opposed to the course usually pursued at public meetings. He would suggest that the question whether the report should be adopted or not, should be put to the meeting without further discussion. With regard to the system of valuation, it was the same as had appeared in former reports, and if any other plan had been suggested, no doubt the Directors would have; adopted it. The best plan now would be, after taking the opinion of the meeting, to have the vessels valued and a depreciation fund set apart, so that the w-ish of the shareholders might be carried out. With, regard to the value of the vessels, some of them were worth much, more than they were set down for. He believed the Wellington when she came out was worth at least £20,000 instead of £i 6,000, and if they went into the market for such a vessel, even after two years service, he did not think they would have got such a boateven for that money. The Wonga Wouga was put down at £3,500 ; buthedidnotthink think couldbuy suchaboatevenfor£o,ooo. He i begged that the question of tho adoption of the report should be put at once. Mr. Hunter put the question that the report should be adopted, which was carried by a show of hands. Mr. Joseph Rhodes moved that the meeting adjourn till Monday at 2 o'clock, for the pui'pose of considering certain resolutions, which he would bring forward. Mr. Hunteb said that as as a matter of courtesy the opportunity should be given to Mr. Joseph Rhodes to move these resolutions. He might state that there would be no meeting unless 40 shareholders were present. As the measures appeared very decisive in case of their being carried, before any action was taken, any five shareholders could demand a poll. He hoped there would be a full meeting on Monday. The meeting then adjourned till Monday at 2 o'clock.

The adjourned meeting held on the 23rd October was well attended. Mr. Joseph Rhodes moved, " That it is the opinion of this meeting that the._ affairs of the Company be wound up as soon as possible," Mr. J. Watt said that the Company had suffered several losses lately, owing to the manner in which its affairs had been conducted. The statement relative to the value of the boats was not correct, and was theretore calculated to mislead, if not persons in the Colony, at any rate those who lived away from it. In some instances shares had been transferred, on which the calls had not been paid up, and he would mention the name ot Mr. Russell, of Auckland, as one person who had transferred shares without paying up the calls. If the Company was wound up now, the shareholders would get perhaps 12s. Gd. in the £1, whereas if it was wound up two or tlu'ee years hence, they would get nothing -he had much pleasure therefore, in seconding the resolution. Mr. George Moore moved, as an amendment — " That it is not expedient at present to wind-up the affairs of the Company." After some discussion, On the question being put, five gentlemen only, viz., Mr. J. Rhodes, Mr. Ormond, Mr. Watt, Major Whitmore, and Mr. Henderson, expressed themselves in favor of the resolution. They then demanded a poll. Mr. JosEPn Rhodes then moved the next resolution, viz. : - " That the steamers, Queen and Lady Bird, be sold without reserve, having already cost the Company more in repairs than their market value." Mr. W. Allen moved, as an amendment, to the effect — " That it should be a recommendation to the Directors to take the proposed step at the earliest opportunity." On the motion being put, the amendment was carried with the addition of the words, '•' at the earliest opportunity consistent with the interests of the Company." Mr. Joseph Rhodes demanded a poll in the names of himself and the other four shareholders previously named. Mr. JosErn Rhodes moved — " That in the opinion of this meeting, the Directors of the Company should be reduced to five, and the qualification for a Director to be increased to 100 shares. Mr. Ormond seconded the resolution. A lengthy discussion, in which Messrs. Watt, Stuart, Moore, Allen, and Hunter took part, then took place ; and, on the question being put, the resolution was lost, and the mover then demanded a poll. ' Mr. Joseph Rhodes moved — " That it is expedient an examination of the affairs of this Company should bo made, under clause 51 of the Joint Stock Company." Ho was sure if the Directors knew of the reports about them in other Provinces they would readily accede to the resolution. Mr. Watt seconded the resolution, which j after some discussion, was withdrawn, Mr. Hunter said, with reference to the next resolution proposing amalgamation with the Panama Company, that attempts had been made to amalgamate with the Panama Company on former occasions, but without any result. The Chairman then read two letters bearing on this subject. Mr. Jos. Rhodes said that it appeared that certain negociations had been going on for amalgamation, hitherto without success. He was there as a delegate for certain shareholders of Napier, and was not expressing his individual views. He would move that I this Company amalgamate with the Panama Company, if found practicable.

Mr. Geo. Moore said he was opposed to i the resolution, as he really thought the New ; Zealand Steam Navigation Company was in ; a better position than the P., N.Z., and A.R.M. Company. Mr. Hunter said the Company would bo ■ quite ready to carry out any arrangement in the terms of the resolution it' any practicable negociations wero made. Some discussion ensued, and on the question being put, the resolution was lost, but Mr. Rhodes did not demand a poll. , Mr. OimoND then said he thought the half-yearly statement which had been put, forward by the Directors was not correct :j he would therefore move that in the opinion j | of the meeting that the statement of the affairs of the last half-year is not reliable so . far as the assets are concerned, and does not show the true position of the Company. Mr. Diiansfield objected to the resolui tioii ; he considered the word " unreliable" too harsh a term ; it implied dishonesty on j the part of the Directors. Mr. Ormond said he would use the word "incorrect." After some discussion tho question was negatived, Mr. Ormond then demanded a poll, and the Chairman then appointed Friday, 15th December, as the day on which the poll should be taken on the various resolutions. Mr. Levin asked if the time for the poll could be so extended as to give an opportunity to the English shareholders to vote. Mr. Huntek said if any distant date was appointed, it would have the appearance of an endeavor to stifle the movement. He moreover said that the English shareholders who formed a very small proportion of the whole number, could only vote by power of attorney, as the proxy papers must be lodged with the Manager within a month from their date. Mr. Levin desired to have his application recorded. A vote of thanks was then passed to the Chairman, Manager, and other Directors for their conducting the affairs of the Company during the last half-year, and the meeting then separated.

Dr. To Balance, 28th February 766 11 9 „ Transfer from Kepair and Eenewal account (account Storm Bir<l) 1,500 0 0 „ Balance 75 8 6 £2,342 0 3 Cr. By profit of half-year 2,342 0 3 £2,342 0 3 By balance brought cUnvn..,7. £75 8 6