NEW ZEALAND STEAM NAVIGATION COMPANY.

Wellington Independent, Volume XXII, Issue 2631, 4 February 1868, Page 5

NEW ZEALAND STEAM NAVIGATION COMPANY.

GENERAL MEETING.

A gikeeal meeting of the shareholders of the abovo Company was held at the Athenroum yesterday afternoon at two o'clock, for the purpose of electing an auditor for tho current year and to appoint a day for the next general meeting. The weather was somewhat unfavorable, and consequently more than half an hour elapsed before the requisite number of shareholders were present Mr W. Bishop, the Managing Director, occupied the chair.

The Chairman said that ttio meeting would be confined to the two objects for which it had been called, but if any shareholder desired to put a question he presumed it could, be answered without any objection being raised. Mr J. Martin : Are you making any money ?

The Chairman : That question will be better answered at the half-yearly meeting. The Chairman then said it would be for the shareholders to appoint an auditor, and to fix his remuneration. Mr E. Owen moved that Mr David Ramie be appointed auditor of the New Zealand Steam Navigation Company for the current year, at a remuneration of £50 for tho year.

Mr J. Plimmer seconded the resolution. Mr J. Martin suggested £100 as tho remuneration of the auditor. ' ! ' ' ' *' *■'*'' The Chairman said that Mr Kainie -was appointed to audit; the accounts at the last halfyearly meeting, and he was quite satisfied then with £25, the remuneration which he received. Mr W. Allen said that when tho auditor was paid £300, he was always at tho office, but now he would only be required twice a year, when the accounts were brought up nnd balanced. Mr J. Dransfield thought the auditor should examine the accounts more frequently than twice a year, in order that he might become acquainted •with them. He looked on half-yearly audits as a fame, for the auditor would simply see certain accounts placed before him, and be able to say ■whether they were so far correct or not ; but he would have no knowledge of the business of the Company. Mr Owen said that it was not for the auditor to examine into every detail of the business ; that ■would be impossible ; but to examine the balance sheets, when the final statements were made up. There was a Board of Directors, on whom there were checks placed, to manage the Company and they were responsible for its proper working. The Chairman called attention to the 82nd clause of the memorandum of the articles of association, that every auditor should be supplied ■with a copy of the balanco Bheet, and examine the same with the accounts relating thereto ; the balance sheets were struck twice a year, and it waß only so often that the visits of the auditor ■were contemplated The auditor could nlso at all tim»»B have access to the accounts, and examine the Directors and others with respect to them.

Mr*W. Allen said that the auditor was armed with powers to do everything that was necessary for his own satisfaction and that of the shareholders. It was not their wish as Directors that anything less than was necessary should be done, but in the present state of the Company the Directors would justly be blamed if they incurred a larger expenditure than was required. It was not for the auditor to cast up every bill — that wns done by others, but to examine the bnlanco sheet ."with the accounts and vouchers. The Company had been brought into its present state by inattention to small matters, and ho hoped they "would not throw away money recklessly. The resolution was then put and carried unanimously. The Chairmansaidthenextthing wns to appoint a day for the general meeting. In the,.previous half-year they had been put to some e^ri harassment through its being an extraordinary meeting, and, consequently, no matter of which previous notice had not been given could be brought forward. He would move from the chair that the date of the next general meeting be fixed for Monday, April 28, at the Athenaeum at 2 p.m. Mr Campion seconded the resolution.

Mr J. Dransfield wished to ask a question, which ho admitted was irrelevant, but he thought tho shareholders would like to have an answer to it. He wished to ask whether the Directors had enquired of the Attorney General whether through reducing their Btock they would be unable to declare a dividend until the principal was realized.

Mr Allen suggested that the resolution should be carried first, and then a conversation could ensue on the point ; the question could be readily answered.

Mr Owen asked if the meeting could not be held at an earlier date.

The Chairman said that in this matter they were guided by the accountant, and that the earliest possible date had been fixod. Resolution carried unanimously.

The Chairman said that the question raised by Mr Dransfield had been submitted to the Attor-ney-General, and he had given him to understand in conversation, and not as his opinion delivered in writing— be did not wish it to go forth as a deliberate opinion, but he might go so far as to say that he had gnthered from the AttorneyGeneral in conversation that they would not bp precluded from dividing any money in hand ns h dividend, if there was any, even though the capital was reduced by depreciation.

Mr DiMnsfield said that he had gathered from two of the Directors that they understood the Attorney-General as saying that no dividend could be declared until the amount was made up.

Mr Allen said that his view was, that if they had absolutely diminished their capital they would not be in a position to declare a dividend until it was made good. The question was then submitted to the Attorney-General, whether they could reduce the shares by £3, so as to enable them to declare a dividend, if the money was in hand, but no written opinion had been given. He believed they were at a loss of £25,000, but that arose from the depreciation of property ; still there wbb a balance of profit and loss of something like £8000, and he would bo prepared to contend that no dividend could be declared, until this deficiency of capital was made good, but he would like to be fortified with the opinion of the Attorney-General, and the Directors would take care to get it. It might be a question whether they should not reduce the capital by £3 a share ; a similar thing had been done in Australia, but he believed the consent of every shareholder would be necessary. The Directors would, however, obtain a legal opinion and lay it before the shareholders an soon as possible.

Mr Dransfield said it seemed tolerably clear that no dividend could be paid until the capital was made up, and he thought the opinion obtained should be laid before the shareholders at the earliest opportunity.

The Chairman said that the question submitted to the Attorney-General was whether, seeing that the property had deteriorated by £20,000, the shares of the Company could bo represented by that reduction. Then it was that the AttornoyCJeneml said that that could not be done, as it would involve the trouble of getting the assent of some four hundred shareholders, and that would be impossible. Then arose the collateral question raised by Mr Dransfield, and he had understood the Attorney-General to say that they would not be precluded from declaring a dividend, even though the property was depreciated.

Mr W. B. Rhodes who had entered the room a short time before said that if it was possible he should like the shares to be reduced to £5, for then they could be quoted at a premium, and the Company would appear in a much better position He hud a hundred shares in the undertaking and he could ill afford to lose the money, but he had written them off one half in his book two years ago. Suppoßing'the reduction did not irmke really the slightest difference, still he believed the great object, of the shareholders, many of them needy, the widows and orplwns of officers in the army, was to know what they really had. He under-

stood that the value of the shareß by the last balance sheet was £7, but the vissels were deteriorating evory year and would want repairs in the way of boilers and other things ; if then they were to make a reduction they should do it at once ; and if £5 was not the fair value of a Bhare now, it would be soon, when they put in fresh boilers. He would move that the AttorneyGeneral be requested to give his opinion as to the propriety of reducing tho value of the shares. The Chairman Baid that the resolution could not be put, as no notice had been given of it. He thought it rather unfair to take it for granted that there would bo no dividend. There was a sum of £2000 deposited in the Mutual Investment Society, but £1000 was the insurance on the Manukau and could scarcely be called a dividend.

MrDransfield presumed that information on the points which had been raised, would be given bo the shareholders as soon as possible.

Tho Chairman : Ido not see how we can give the information except at a meeting or by a circular.

Mr Owen said the capital could not be reduced except with every shareholder's consent, and that, if obtained at all, could not be got under eighteen months. He thought it would bo better to form an entirely new Company with shares at £5 and let it buy the old one. The meeting then closed.