Great Western of Bengal Railway
1847 April 15th. Meeting to agree to merge with the East Indian Railway.[1]
A meeting of this company was held at the London Tavern yesterday, to receive a report from the directors, and to consider terms of amalgamation with the East Indian Railway Company - Major-General M'Leod in the chair. Mr. Wolsely, the secretary, having read the advertisement convening the meeting, The Chairman said that the directors had prepared a report, which, following the example of Sir Geo. Larpent, the Chairman of the East Indian Railway Company, he would proceed to read. He then proceeded to read as follows: -
"The Directors of the Great Western of Bengal Railway Company, have much pleasure in meeting their shareholders, and submitting to them the following report, in which is given a brief history of the company from its origin; and of its proceedings to the present time; with a balance sheet, showing the receipts and expenditure of the company from its commencement, up to the 1st day of the present month.
"The object in the first instance contemplated, in establishing this company, was the formation of a line of railway, that would connect Calcutta with permanently deep water in the Ganges at the most desirable situation, and at a point, from whence the navigation towards Calcutta, becomes both circuitous and dangerous.
"Rajmahal being the most preferable point, from its well-known local advantages, was accordingly adopted by this company, from the fact, that the surface of the country between the termini being in every respect favourable for the construction of such a work, and that the proposed route, for more than three-fourths of the whole distance had been previously chosen by Government for a proposed line of canal, for which purpose a most elaborate survey was made by engineering officers, under the direction of your chairman, Major-General McLeod, and Colonel Forbes, of the Engineers, by whom also a detailed report on the subject was made to the Indian Government.
"On the 14th of April, 1845, this company was registered as the 'Calcutta and Ganges Grand Junction Railway Company,' and for the 'purpose' of 'making and maintaining' a line from Calcutta to Rajmahal; but it being subsequently suggested by several parties acquainted with this part of India, that it would be advisable to extend the line to some point on the Ganges further up towards the north-west, it was decided on extending the line to Patna, when this addition to the former project was registered on the 23d of April, 1845, and the name changed to that of the 'Great Western of Bengal Railway Company.'
"On the loth of April, 1845, the promoters sent in to the Court of Directors of the East India Company, a memorial, setting forth their views and intentions, together with a map, on which was laid down the course of the line, as registered; and on the 8th of May a letter was received from Mr. Melville, the secretary of the East India Company, acknowledging the receipt of the same, and stating the measures intended to be adopted by the Government, regadling the introduction of railroads into India.
"From the encouragement thus given, the promoters next proceeded to issue a preliminary prospectus, containing the names of such parties as had consented to become members of the provisional committee, and on the 5th of July, 1845, a meeting thereof, having taken place at the present offices of the company, in Leadenhall-street, a committee of management was chosen thereupon, and the prospectus, being finally arranged, was advertised in the several papers, and the necessary measures taken to carry on the business of the company. The 40,000 shares set apart for this country were allotted with much care, and out of that number 36,000 shares were then paid on; 40,000 was also, at the same time, sent out to India.
"The late lamented Dwarkanauth Tagore, being then in England, consented to act as trustee to the company in India, and the firm of Carr, Tagore and Co., of which he was the principal partner, was appointed as the agents of the company in Calcutta, with powers to allot 20,000 shares in Bengal; of the remainder, 10,000 were set apart for Bombay, and 10,000 for Madras.
"From advices received from India, it would appear, that in all 10,222 shares have been allotted, of which, according to the latest accounts, 4,708 have been paid on.
"Your directors deeming it desirable, for the purpose of protecting the interests of the company in India, that a committee of management should be formed there, subject to the control of the home board, and that a competent party should be deputed to act as their representative in India, and in conjunction with the company's agents, to form a committee in Calcutta; Dr. John Grant, a member of the English board, having been chosen to fill such office, a general meeting of the shareholders was held at the London Tavern, on the 7th of November, 1845, for the purpose of sanctioning such appointment, and of obtaining the ratification and confirmation, of the powers given to the representatives and agents of the company in India, when a series of resolutions to that effect were unanimously carried.
"It being stated by the Chairman who presided at the meeting, that, of the 40,000 shares reserved for this country and allotted, 4,000 had been forfeited, and consequently remained available, it was then suggested that they should be offered to the holders of scrip in this company, in the proportion of one to ten, which was carried into effect, and the remaining shares were distributed accordingly.
"For the purpose of more clearly setting forth the intentions of the company, and of soliciting that facility should be given towards carrying out their views, your directors deemed it expedient to again memorialise the Court of Directors of the East India Company; on the 4th of December, 1845, a memorial was submitted to that body, and on the 24th of the same month a letter was received in reply thereto from their Secretary.
"On the 22d of November, 1845, the company's agents in India forwarded to the Right Hon. the Governor-General in Council, a memorial, praying, on behalf of the company, the exclusive right of constructing a railway, as projected in the prospectus forwarded therewith; which, in being acknowledged by the Secretary of the Government in Bengal, elicited further correspondence.
"It having been strongly represented by your committee in Calcutta that the extension to Patna was not well received by the Government, or encouraged by the public in India, they submitted to the home board the expediency of, for the present, making application only for the line from Calcutta to Rajmahal.
"In entertaining the like views, and acting en the suggestion made to them, your directors determined on again memorialising the Court on the subject, and gave instructions to the committee in India also to take the necessary steps with the Indian Government. Accordingly, on the 23d of January, 1846, a memorial was presented to the honourable court, claiming the line from Calcutta to Rajmahal, and stating their willingness to carry out, to the fullest extent, any plans that might be settled on by the court for the establishment of railroads in India.
"Ihe committee, consisting of several highly influential gentlemen, having been now formed in Calcutta, a new prospectus was printed, containing the names of the parties forming the committee of management in England and in India, which was issued and advertised both there and in this country.
"The railway commission appointed by the Bengal Government having transmitted to the home authorities their report, a copy ot which was received by your chairman your directors observed, on perusal of the same, that the Rajmahal line was favourably noticed therein, and resolved again to submit their claims to the honourable court. A memorial, dated 8th June, 1846, was accordingly forwarded, strongly impressing on the attention of the Court the importance of the proposed line to Rajmahal, in a political as well as a commercial point of view. The receipt of this memorial was acknowledged by a letter from J. D. Dickenson, Esq., dated 30th of June.
"Your directors considering it advisable to submit to the honourable court their views as regards the formation of the proposed line of railway, forwarded on the 3d of Aug., 1846, a document embodying a series of propositions explanatory thereof; but not having received any reply to this communication, on the 2d of the following November your chairman addressed a letter to the Court of Directors, respectfully calling their attention thereto, and requesting that it might receive their careful consideration.
"That the interests of the shareholders should not be overlooked, or that, by neglect or delay on their part, any opportunity of advancing the welfare of the company, should be lost or passed over, your directors, actiug on the opinion of their legal advisers, felt it to be their duty to follow the course pursued by the East India Railway aud other companies, projecting railways in India, of giving notice of application to Parliament for a Bill, to secure the requisite powers and privileges attainable thereby. Instructions were given to the solicitor of the company, to adopt the necessary measures to proceed therewith, but it subsequently appearing that such a step was, in the present state of affairs, unnecessary, all further proceedings in this matter were for the present suspended.
"It being the opinion of your directors, that it would be desirable to form a deputation, and seek an interview with the President of the Board of Control, for the purpose of representing the present position ofthe company, communicating such information, and, with permission, offering such suggestions, as might possibly prove of service to the Board, your chairman, in a letter to Sir John Hobhouse, requested that the deputation might be allowed the conference; but, in reply, it was refused, on the ground that all the requisite information on the subject referred to was already before the board, but at the same time giving assurance that every attention would be paid tothe matter in question.
"A copy of the terms and conditions upon which support would be extended by the East India Company to the introduction of railroads into India having been received by your chairman, from the chairman of the hon. court, your directors, after a careful consideration of the several clauses, were of opinion that, with certain modifications, the conditions offered were such as they would be justified in accepting.
"Your directors, in a letter from their chairman to the hon. court, dated the 9th of February, 1847, solicited a conference for the purpose of explaining their views on the subject; and on the 19th of the same month an answer was received thereto from the chairman and deputy-chairman of the East India Company, requesting that any proposition that the board of this company might be desirous of making, regarding the terms and conditions, should be submitted to the court in writing.
"Your directors having, in the meantime, concluded an arrangement for an amalgamation with the East India Railway Company, your chairman, in a letter to the chairman and deputy-chairman of the East India Company, dated 3d March, 1847, stated that such an arrangement had been effected, and expressed the concurrence of this board in the views, conveyed in a communication addressed to the Court of Directors by the East India Railway Company, regarding the modification of the "terms, &c," as proposed by them.
"That the fullest information might be arrived at, as to the capability and fitness of the country for the construction of a line of railway, your directors deemed it advisable, to have an examination and survey made of so much of the line, as had not already been surveyeel by the Government engineers for the canal before alluded to; so that from the joint surveys, a section might be obtsined of the entire line from Calcutta to Rajmahal.
"To effect this desirable object, your committee in India were requested to engage the services of Mr. Greaves, an eminent engineer, then in Calcutta, and instructions were given to that gentleman, to make a careful and detailed survey of this portion of the line, and also an examination of the entire distance to the upper terminus; so that he might thereby be in possession of such materials and particulars, as would enable him to give the requisite information on the subject, on his return to Englad. [The chairman explained that the survey for the canal only extended to within sixty miles of Calcutta, and it was the remainder of the line that Mr. Greaves had been employed to survey, on both sides of the line, it not having been decided which would prove most desirable to carry the railway along]
"A map and section ofthe whole line has consequently been received from Mr. Greaves, together with a detailed report of that part of the line not before surveyed. Your directors are in expectation of receiving, by an early mail from India, a full report from Mr. Greaves on the entire line.
"On a reference to the balance sheet accompanying this report, it will be seen that the funds of the company at present amount to 4,276/. 14s. 10d., and that the total expenditure in this country and in India, from the commencement of the company to the present time, amounts to 7,044/ 0s. 8d., and your directors have the gratification of assuring their shareholders, that no debts or liabilities remain unliquidated.
"Your directors have now to call your attention to the last point which they propose bringing under your notice, namely, the contemplated consolidation of interests with the East Indian Railway Company. Mr. C. Freshfield, the solicitor of the East Indian Railway Company, had an interview with Mr. James, your solicitor, on the 29th day of December, 1840, and stated to him, that the board of the East Indian Railway Company were desirous of effecting an amalgamation with this company, on fair and equitable terms.
"Your directors, impressed with the importance of uniting the two companies, and of the great advantages that would necessarily accrue to their shareholders, by thus forming a consolidation of interests, more especially in the knowledge, that the court of directors of the East Indian Company, and the Board of Control, had resolved to give the concession but to one company, intimated to the board of the East Indian Railway Company their readiness to meet the directors thereof, on the principles of amalgamation, in the same spirit as evinced by them in their proposal.
"Negotiations were acdordingly opened between the two boartls, and amalgamation committees appointed respectively from each board, with full powers, to arrange and decide on the terms on which such amalgamation should be carried out.
"After considerable discussion and correspondence had taken place between the two committees, with a view to the final adjustment of the claims and propositions advanced on either side, a series of terms were eventually agreed on, and having been submitted for confirmation to the general board of each company, and confirmed by them, subject to the ratification of the shareholders of the respective companies, an official documant, reciting such terms, signed by the chairman of each board, was mutually exchanged. [Here the terms are recited, which will be found in the report of the East Indian Railway Company, published in the Morning Post of Tueday].
"In conclusion, your directors have to assure the shareholders that it has been their earnest endeavour in every way to advance their interests by the adoption of such measures as they considered best calculated to effect that object, and to fulfil to the best of their ability the responsible trust committed to them.
"They have also made it their study to conduct the business of the company with the strictest economy which a due regard to the efficacy of the executive admitted of; and having carried out so far the object for which this company was formed, the care of your interests may now devolve upon other hands without inconvenience, and it only remains for them now to hope that the statement of their proceedings contained in this report may be such as will obtain the approbation and confirmation of their shareholders."
Appended to the report was a statement of accounts, showing the receipts to have been by deposits on 44,708 shares allotted in London and India, 11,177/.; by interest or moneys invested in Government securities 143/. 15s. 6d.; making a total of 11,320/. 15s. 6d., of which there had been expended 7,014/. 0s. 8d., leaving a balance in favour of the company of 4,276/. 14s. lOd.
The Chairman said that it would be observed that up to the present time the expenses incurred had not exceeded 3s. 2d. per share. He had only to remark with reference to their position, that if the shareholders pleased to confirm the terms of the amalgamation, they would find in the report of the speech of Sir George Larpent, at the meeting of the East Indian Railway Company on Monday, everything better explained than he could hope to do.
Up to the end of November last the directors had every reason to believe that their company would not be noticed by the Court of Directors of the East India Company, and they had made arrangements to discontinue their expenses in India, and with a view to winding up their affairs in this country, when suddenly and unexpectedly they received overtures of amalgamation from the East India Railway Company which they thought it would be to the interest of the company to accept.
"He now came to consider the terms of amalgamation, and he hoped they would be considered such as were advantageous to the company, and that the shareholders would sanction them. They had been partly persuaded from the first that it was intended to give the concession of the line to Sir George Larpent's company, and they (the directors) felt that they could not do better than unite with them. The directors had done all in their power to endeavour to get that company better represented at the consolidated board, but not having been able to succeed they did not think themselves justified in asking the amalgamation for their own interests. He and his colleagues were still persuaded of the advantage of the line from Calcutta to Rajmahal, whence they had proposed to proceed along the Ganges to Mirzapore in a different direction to that pointed out by the East Indian Railway Company; but as it was left to the Indian Government to determine what line was to be pursued he could not then point it out to them, nor would it be of any use to attempt to delineate it. He should, therefore, follow the example of his friend Sir George Larpent by proposing that the report be received, adopted, and printed for circulation among the shareholders.
Mr. Kennedy seconded the motion, and hoped that he might be allowed to state, on behalf of the chairman and his brother directors, that nothing had been left undone to promote the interests of the shareholders. (Cheers.) Their affairs would in future have to be conducted by the board of the East India Railway Company, of which Sir George Larpent was the chairman, Mr. Bazett Colvin the deputy-chairman, and fourteen or sixteen other gentlemen of the highest standing in the East India Company and in the commercial world comprised the direction.
With regard to the chairman of that company, he would just mention an anecdote to show the bold and comprehensive views he possessed. Having been told that to make 1,000 miles of railway in India was a magnificent project, but that heaven knew when such a scheme could be carried out, he replied that he was not a young man, neither was he a particularly old one - but he was old enough to recollect six or seven meetings in the city to consider the project for a railway between Birmingham and London, when they were told that the scheme was a very bold and magnificent one, but it would be never carried out. He had, however, lived to see that railway in successful operation, and he trusted that he was yet young enough to live to see 1,000 miles of railway at work in India.
He would not enter into the details given in the report of the East India Railway Company, but it would there be found that they had come to a conclusion that about 17,000/. per mile would be sufficient to construct 900 miles of railway, the calculation being said to be the outside charge. Now, from his knowledge of the country, acquired by thirty-two years' residence, from the knowledge possessed by their Chairman, General M'Leod, both commercial and engineering, and from what he had heard from other parties, he felt convinced that that sum would not be required.
An able paper had lately appeared in the Economist,.....[more]
1847 March 20th. Meeting to formally approve the dissolution of the company.[2]
A special meeting of this company was held yesterday at the London Tavern, for the purpose of considering a Bill now before Parliament to authorise the dissolution of this company and the conversion of its shares into those of the East Indian Railway Company, Mr. Duncan M'Leod, in the chair. The Secretary (Mr. Wolseley) having read the advertisement convening the meeting, The Chairman briefly introduced the business of the day, by stating that circumstances which had taken place since the meeting of this company in April last, had rendered it necessary to apply for the present Bill to effect the dissolution of the company and the conversion of the shares.
A large number of the shareholders in this company were unwilling to register in the East Indian Railway Company, and the present Bill had been so framed as to secure all the advantages of the amalgamation to those shareholders who wished to proceed, whilst it would release from future liabilities those who were unwilling to register their shares in the other company. The solicitor of the company would read the Bill.
The Solicitor (Mr. James) accordingly read the Bill, which provides in the usual manner for the dissolution of the company, the conversion of the shares, and for other matters of detail incidental to the circumstances of the case.
Mr. Hartley Kennedy (a director), before the resolution was put, begged the meeting to bear in mind that the present Bill had been rendered necessary, not from any fault of the directors, but from the errors of defective legislation. No provision was made for the dissolution of the company, and they were forced to go to Parliament. Only half the shareholders in this company had registered their shares in the East Indian Railway Company, and such was the case with the shareholders in the latter company, and the amalgamation not being capable of being carried out, the present Bill became a necessity, which they could not avoid.
After a few further observations in reference to the prospects of the East Indian Railway Company, the Honourable Gentleman concluded by expressing his hope that in what the directors had already done, and were now doing, they should meet the approbation of the proprietors.
Mr Rudall expressed his disapproval of the arrangement, which made the dissentient or retiring shareholders in this (the Bengal) company liable for the expenses of the Bill.
Mr Kennedy directed Mr. Rudall's attention to the fact that the dissentient shareholders themselves, by their refusal to register in the amalgamated company, had rendered the Bill necessary.
A formal resolution, authorising the prosecution of the Bill subject to such amendment and alteration as the East Indian proprietors may require, and Parliament may sanction was then put from the chair, and having been seconded by Mr. Teakle, was carried unanimously.
The meeting then separated.