East Indian Railway: 1848/02/19 Meeting
Note: This is a sub-section of the East Indian Railway
The first annual general meeting of the East Indian Railway Company was held on Saturday at the London Tavern, Bishopsgate-street. Mr. B. D. Colvin, deputy chairman of the board of directors, was in the chair.
The Chairman said before the report which had been prepared was submitted to the shareholders, he thought it right that he should avail himself of the opportunity of apologising for his temporary occupation of the chair, which he did by the absence of Sir George Larpent, who was prevented from being there by unfortunate circumstances which had occurred since their last meeting. He need not allude to the painful cause of Sir George Larpent's having retired from the chairmanship of the board; that was, he presumed, known to them all; but he could not refrain from expressing his deep sense of the great loss which the company had sustained by the retirement of that gentleman, whose zeal, talents, and energy had been devoted to its interests (hear, hear). The chair would be filled hereafter by Mr. Henry Aglionby Aglionby, if such should meet the approbation of the shareholders (hear). In the meantime he trusted the meeting would excuse his own want of ability in endeavouring to discharge the duties of that office on the present occasion. He would now call upon the secretary to read the report.
Mr. D. I. Noad, the secretary, then read the report, which was as follows:-
"Your directors have to report that immediately after the meeting of the proprietors in August last, they took steps to carry out the. objects of the report submitted to and unanimously adopted by that meeting.
"Your directors proceeded, in the first instance, to call in the scrip receipts of the company, in order to register and exchange the same for share certificates and have now to state that in this country 94,476 shares, and in India, to the date of the last advices, 11,044 shares have been registered, making a total of 105,520 shares.
"By virtue of the arrangements made with the Great Western Railway Company of Bengal, and sanctioned at the last meeting, your directors, in addition to the above, have allotted to, and registered for proprietors in that company, 19,881 shares; but your directors think it right to report, that the pecuniary arrangement agreed upon with the Great Western of Bengal Railway Company are still in abeyance.
"Acting under the general feeling expressed at the last meeting of proprietors, and impressed with the importance, strongly urged on them by Mr. Stephenson, of taking advantage of the cold season 1847-1848 in India, your directors proceeded to take into their most mature and anxious deliberation the best arrangements for giving effect to the company's operations in India; and, after much consideration, they came to the unanimous conclusion, that the interests of the undertaking would be best consulted by the appointment of a committee of gentlemen, independent of local interest on connection, and who should be entirely and wholly subject to the control of the board in London.
"In pursuance of this policy, your directors decided on appointing two gentlemen of talent and experience, to act conjointly with Mr. Stephenson, as the representatives of this board in India; and after much inquiry, Mr. Adams and Mr. Beeston were selected for this object. Accordingly, by the steamer of the 20th of September, Mr. Stephenson, the managing director, accompanied by Messrs. Adams and Beeston, and an assistant secretary, proceeded to Calcutta, with a competent staff of engineers, carefully selected under the supervision of the company's consulting engineer, Mr. Rendel. If the events which have subsequently occurred in the commercial world could have been foreseen when these arrangements were made, your directors would probably have thought it right to have called the proprietors together and taken their opinion on the policy of delaying the measures for actively carrying out the objects of the company until the next season; but the monetary crisis which has since intervened was not then anticipated, and the unanimous feeling of the meeting held in August was in favour of immediate and active measures.
“Your directors, however, took care in dispatching their committee to limit their proceedings to the measures absolutely necessary for showing the earnestness of their purpose, and to prohibit the commencement of any expensive operations. Your directors have the sincere gratification of being able to state that from the last advices the committee appear to have fully acted up to the instruction and wishes of the board in this respect, as well as in a prudent economy of the resources of the company; and are happy to report that a considerable portion of the first deposit of 5s. per share still remains unexpended.
"With a view to provide funds for the deposit of 100,000/. required by the Hon. East Company, and for general purposes, your directors proceeded, as suggested at the meeting in August, to make a call of 20s. per share on the shares in the company. This call, in consequence of the severe pressure in the money market, was not responded to in a manner to enable your directors to make the required deposit by the time originally arranged with the East India Company - namely, the 21st October last; and representations having been made to your directors of the extreme difficulty of converting other investments, and the consequent loss that would accrue to a large number of the proprietors if the call were enforced at that period, your directors applied with success to the Honourable East India Company to extend the period for making the deposit until the 31st March next, taking care in the interval, by a judicious investment of the funds, to be in a position to secure to the proprietors who had paid up the call a sum equal to 5 percent, interest, the rate as guaranteed to be paid by the East India Company. Subsequently, and when the improved state of the money market appeared to justify that measure, your directors felt it right in the interest of the undertaking, and especially of those who had paid their calls, to fix the 15th of January last as the longest limit that could be allowed to make the payments in arrear. Your directors have now to report that to this date the sum of 31,370/. 16s. 9d. has been paid on account of the said call in this country, and that 75.9/. had been paid in India, to the 23d December last, making the total assets of the company, including the balance of the first deposit, 53,096 12s. 1d.
"Your directors are now of opinion that sufficient time has been allowed for the payment of the call, and they propose, with the concurrence of the proprietors, to forfeit all shares on which the call is not paid by the 10th of March next - a period of indulgence which they are disposed still to allow, in consideration of the unprecedented difficulties of the times for the last few months. Your directors feel it right to add, that by the company's deed of settlement, power is given to the directors to forfeit the shares without prejudice to the right to recover the call; but as they see no reason to doubt that the public will be glad to take the forfeited shares at the price of the call, they are disposed not to enforce payment on the forfeited shares, if the proprietors agree with them in that measure of forbearance.
“Your directors have hitherto refrained from actually declaring as forfeited the scrip receipts which have not been registered, and in respect of which the deed has not been signed, but your directors feel it now imperative that that step should be taken.
"Your directors have introduced a bill in the present session of parliament, for facilitating the operations of the company, and for reducing the 50/. shares to shares of 20/. each. A resolution approving the course therein taken will be submitted to you
"Pending the final completion of the arrangements with the East India Company, your directors have invested such of the funds as they properly could in government securities and they are happy to be able to refer to the accounts of the company as showing a very satisfactory result of the investment. From the interest made your directors are in a position to pay 5 per cent, interest on the calls paid up, and they recommend the proprietary to sanction a disposition of the company's funds to that extent, such interest to be paid up to the day on which the deposit of 100,000/. is made with the East India Company.
“Your directors have not yet been in a position to complete the contract with the East India Company. There are still points on which they think the terms offered are susceptible of amelioration; but, with a view to these and other matters of interest to the company, they are strongly of opinion that the board ought to be in a position to make the deposit of 100,000/- on the 31st of March next, and the directors hope to be able to effect this by the prompt payment of the call in arrear.
"It will be satisfactory to the proprietary to learn that by the last accounts received from India the shares ban well registered and paid upon; and there seems even to believe that, notwithstanding all the disasters of the year, the call will be paid upon all the shares registered in that country.
"The staff is busily employed re-surveying certain portions of the line out of Calcutta, in anticipation of receiving orders to proceed actively with the works next cold season.
"Your directors think it right to inform the proprietors that in the autumn of last year it was discovered that several hundred scrip receipts, fraudulently intended to represent the scrip receipts of this company, had been circulated. The forgery was detected immediately on the presentation of the scrip for registration, and the circumstances were at once made known to the solicitors of the company, who proceeded to investigate the facts, and traced the offence to certain parties supposed to have fled the country, in consequence of which no further steps could be taken at that time; but the proprietors may rely that the directors will not be backward to adopt any measures within their power for the protection of the proprietary and the public from such fraudulent attempts.
"Your directors allude with much regret to the retirement of some of the board, under circumstances which call for the sympathies of the shareholders. It having been decided at the meeting in August last to associate with the then directors of this company three of the directors if the Great Western of Bengal Railway Company, the number of directors became increased to twenty-one, by the appointment of Major General Duncan M'Leod, W. P. Andrew, Esq. and R. H. Kennedy, Esq. By the subsequent retirement of Sir G. Larpent, Major General Caulfeild, R. G. Barclay, Esq., and Wm. Scott, Esq., the direction was reduced to seventeen; but the hoard has since supplied the vacancies by the election of H. A. Aglionby, Esq. M.P. John Dorrien Magena, Esq., Francis Carleton, Esq., and Robert Wigram Crawford, Esq., in a manner calculated, as they believe, to add solidity and confidence to the undertaking.
"By the terms of the deed the following seven directors retire at this meeting, but being re-eligible the board recommend their election accordingly- viz , Messrs. B. D. Colvin, Joseph Baxendale, R. M. Bird, C. D. Bruce, Major General Duncan M'Leod, W. P. Andrew, and R. H. Kennedy.
"Your directors cannot conclude this report without again repeating to the proprietary the conviction they entertain of the vast importance of this scheme, whether considered as a national work or as a private undertaking, and their unqualified desire and determination to give it their full support and unremitting attention until it shall have been matured into a work alike beneficial to the nation and productive to the proprietary. They have never lost sight of the magnitude of the enterprise and the necessity of great and general support to enable them to carry it out; and they are satisfied that the objects of the company only require the united efforts of the proprietary to constitute it one of the most important and profitable works of the present century.
"From the statement of accounts appended to the report, the receipts of the company from the 5th of April, 1847, to the 20th of January, 1848, consisting of the balance in hand on the 5th of April, 1847, the amount received on the first call, and in anticipation of future calls, interest on investments, and forfeited deposits on shares, amount to 55,621/. 18s, The total expenditure, including advertising expenses, salaries and rent, at home and abroad, engineering and survey expenses, &c, amounts to 12,403/-. 7s. 8d., leaving a balance in hand, as shown in a statement of accounts and liabilities, of 43,218/- 10s. 4d. The Indian accounts were made up to the 31st of October, 1847.
Mr. Hitchens drew the attention of the chairman to a discrepancy which appeared in the financial statement in the body of the report, and in the detailed accounts appended.
The Chairman said it was so, but it arose from the fact that from 10,000/. to 11,000/. had been paid up since the accounts were closed on the 20th of January.
Mr. Flood rose and expressed the high opinion which he entertained of the report (hear), It was so different from many documents frequently presented on similar occasions, that he thought it must be in the highest degree gratifying to the whole body of shareholders (applause). There were fairly set before the proprietary, the whole statement was clear and satisfactory, and there was no attempt to conceal any detail, however minute, of the proceedings of the company. It was obviously “the truth, the whole truth, and nothing but the truth" (applause). There was one point on which he thought it desirable that the shareholders should be more fully informed. It was no secret that there had been a default in the payment of the call to an unusual extent, and he would beg to ask the chairman whether the directors had a reasonable hope that the amount of 100,100/. would be made up by the 31st of March.
Mr. Hitchens had great pleasure in seconding the motion, and he suggested that the shareholders on the register of the company were in number and substance sufficient to justify the directors in forfeiting the shares of those who had not paid up, and in making a second call on those who were so well satisfied with the undertaking. He, for one, held largely, and he should not object to a second call (Hear, hear).
The Chairman, in reply to the question put by Mr. Flood, said that no actual negotiation had taken place with the holders of shares, as to the shares which might be forfeited, but many inquiries and applications had been made which induced the directors to believe that many gentlemen were anxious to join the undertaking as original holders, in preference to purchasing shares in the market. He (the chairman) could not say why such a preference existed, but such was the case (hear, hear).
In answer to the second question which had been put, he certainly saw no reasonable doubt that the required capital would be forthcoming. They had no intention of making a call, for they hoped by the sale of the forfeited shares to attain the object in view.
In reply to a question by Mr. Addison,
The Chairman said the number of shares would not by the bill before parliament be increased, but the amount would be reduced from 50/- to 20/. per share.
Mr. Fisher suggested, that in the event of the forfeiture of the shares, a priority should be given to the proprietors in their redistribution (hear, hear).
The Chairman said such was the intention of the directors.
The motion for the adoption of the report was then put and carried.
Mr. Hartley moved the second resolution, which authorised the directors to pay interest at the rate of 5 per cent, on all calls paid up, until the 31st March, which was in like manner unanimously carried.
The Chairman begged the meeting to bear in mind that the interest was not to be paid out of capital, but from the interest accruing on the surplus funds of the company.
Resolutions for the re-election of the retiring directors and auditors, and authorising the forfeiture of shares, in the terms of the report, were also carried without a dissentient voice.
Upon the next formal resolution being moved, for the authorising the directors to prosecute the bill now before parliament, Mr. W. B. Wilcox, M.P., in reply to a question whether there existed any doubt of the bill passing, said he had had the honour of presenting the bill to the House of Commons, and he believed there was every disposition in the legislature to allow the bill to pass with as much celerity as the formalities of parliament would permit.
The business of the day being concluded, a vote of thanks was passed to the chairman and directors, and the meeting broke up.
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