I.—4a

42

15. The Chairman] Is it not a condition that you shall pay your application-fee before shares are allotted to you ? —No. It is better, if the money can be collected, but shares are frequently allotted on which no application-money has been paid. I am responsible for my shares in the Ngahere Company, and the money will be paid. 16. Mr. Herries] You were connected with the floating of some of these companies ?—Yes, some of them. 17. Did Mr. Cook have anything to do with the floating of the companies?— Yes. 18. Had you more to do with the floating of the companies than Mr. Cook ?—With some of them. 19. I mean the companies that were floated at your office ?—No; I did not have more to do with the floating of them than Mr. Cook. I sold the bulk of the shares in one or two of them. 20. Do you consider yourself responsible for the floating of the companies ?—I consider myself responsible for the floating of the No Town Creek Company. I sold the bulk of the shares in that company ; also the Ponsonby and Crown Diamonds. With the Boss Day Dawn and other companies I had very little to do. 21. Who is responsible for the memoranda of association of these companies ?—The solicitor to the companies. 22. Who gave him instructions, you or Cook ?—Mr. Cook being absent, he would probably ask me to see Mr. Holmes, and get him to prepare the articles of association, and they would be afterwards adopted by the companies. 23. What were your instructions to Mr. Holmes? —To prepare the usual articles of association. I did not go into details. 24. Were they sent to you for approval in any case ? —No ; they were sent to the office. 25. Were any alterations ever suggested by you?— No. 26. They were accepted as they came from the solicitor?— Yes. 27. Did you instruct him that the companies were to be floated under the Companies Act rather than the Mining Companies Act?—l did not instruct him, but I agreed with him that that should be done ; it was his suggestion. Ninety-nine out of every hundred dredging companies floated in Dunedin are floated under that Act. 28. What reason did he give for advising that the companies should be floated under the Companies Act ?—That the Mining Companies Act was not suitable for dredging companies in many respects. 29. In what way? —I think it is generally admitted that such is the case. He did not particularise. 30. You did not go into the subject yourself ?—No; I am not very conversant with the Mining Companies Act, because it is seldom used in the flotation of dredging companies, but I am pretty well conversant with the Joint-stock Companies Act. 31. Did you instruct the solicitor to draw up the articles of association under the Companies Act rather than under the Mining Companies Act?— Yes; he would take it as an instruction. Every one concerned would be of the opinion that the company should be registered under the Joint-stock Companies Act. 32. Was it under your instructions that the omissions were made from Table A of the Act ?— No. 33. Whose instructions was it under ?—As a matter of fact, Mr. Holmes used the stock form that he kept in his office. He was solicitor to other companies besides Cook and Gray's, and used the stock form. 34. Have you seen the memoranda of association of other companies ? —Yes, I have. 35. Are they similar to these ?—Some are similar, and some differ on minor points. I may say that I do not know of a single company that has adopted Table A in its entirety. 36. What is the object of leaving out certain portions ?—lf you would particularise I could probably tell you. 37. Take Begulation 47 : why are all the words after "paid" left out in the memorandum of association used in the Cook and Gray Company ? —As I stated before, Table A was framed in England more with the view of suiting industrial companies than dredging companies, and the reason why the words after " No member shall be entitled to vote at any general meeting unless all calls due from him have been paid " are left out is that the provision would be unworkable so far as a dredging company is concerned, because, were the words eliminated left in, shares would have to be held three months after the first three months of the existence of the company before he can vote. 38. Why is section 44 left out ?—The usual practice in dredging companies—and it is felt to be an equitable, proceeding—is that a man shall be entitled to one vote for every share held by him, so that not only is his personality represented, but his weight of share influence in the company. 39. But do you not think that is liable to allow two or three people to rule a company ?—I look Upon it in this way: that a joint-stock company is practically a partnership, in which whoever has the largest interest should have the largest say in the affairs of the company. 40. Mr. Carncross] Are vendors' shares included?— Yes ; if they have been allotted they all rank alike. 41. Mr. Herries] In clause 50 why are " twelve hours " substituted for " seventy-two " ?—lt is the usual thing. It is thought that seventy-two hours is too long a time to require for the notices to be in the office. 42. Do you not think it necessary to have the proxies sent in a good time previous to a meeting, so that people shall see who is holding them ?—No, Ido not. I hold that in some cases it would be inadvisable that people should know till the proxies are opened. I know that it is usual for the