The Press. — London, England, 1858-08-14 00:00:00

'N.••••••41 784 The CHAIRMAN said that those were questions not very easily answered. He thought that when such questions were mooted it would be advisable to put them in the hands of counsel, to take into considera tion what were the position, status, and powers of the into operation. after the Act of Parliament came operation. The directors had taken the opium of counsel, which was read at the last meeting, and had been printed. On receiving that opinion of counsel, and for the purpose of carrying it out, clauses had been drawn up and placed in the hands of the Ministry, and the result bad been the enactment of the clauses which he had read—which pointed out what was the future legal position of the company. The continuance of the company as a trading body, with all the rights and privileges attached to it, and powers to make arrangements for meetings, and to appoint directors, were provided for. When those directors were to meet, and to decide on the mode in which the concerns of the company were to be carried on, was yet to be determined, and it was for them to put themselves in communication with the Secretary of State for India for his assistance in carrying out such arrangements. Beyond this the present Court of Directors had not considered the matter, leaving it to the new directors to make the necessary ar rangements. A PROPRIETOR : Perhaps Mr. Helps will ho good enough to give us some explanation as to the posi tion in which the old company stands. Mr. HELPS said that he had little to tell except that considerable efforts had been made to induce the Government to give the company better terms than they proposed. The clauses which had been laid before Lord Derby's Government were prepared by the counsel to the company, Mr. Wigram, in con junction with Sir Richard Bethell and Mr. Main. He had received an intimation that his assistance would be desirable, and he bad been happy to do what he could to get better terms. As it had been put forth to the world that this measure was not of a penal character, it was, he thought, a little too much to take from the company whatever property was not necessary for the carrying on of the future government of India. He thought that the museum, the works of art, and the library, should still belong to the company, and that they should still have possession of their archives, except such treaties, Ssc., as were necessary for carrying on the government of India. He thought it rather a strange proceeding on the part of the Government to take from the company papers which were only valuable in an antiquarian sense, and which could be of no use to the Government. They might us well have demanded the seal and charter of the company. This was much pressed, but in the result they received nothing. It was suggested that the number of directors should be reduced, as it seemed absurd to retain the same number when so little business was left to do, and he thought that the number of directors should be reduced to three, who would probably be gentlemen of standing, and that the Government might be induced to grant them some honorarium for their services. Sir Richard Bethel], however, was of opinion that no corporate company should have less than six directors; as three being necessary to a quorum, practically if there were only three, they must always be present. He did not know if the directors had received any communication from the Government as to granting the future directors some remuneration for their services; but that subject had been much pressed by those who bad the management of the matter. With regard to the last clause (the seventy-first), he believed it was more important than persons not of legal educa tion imagined. It was thought by eminent con veyancers that the company's discharge and release from obligations, fiduciary and otherwise, were not so complete as they ought to be, as the bill formerly stood; but the words now used were amply suffi cient, and if the company had no funds left, it had also no liabilities. The functions of the directors in the new state of things would be few ; but they would not be unimportant. The security for the payment of the dividends of the company consisted in the security fund. That fund, as the law stood, could not be touched except on the demand of the Court of Directors of the company. It was im portant, therefore, to keep up the corporate exist ence of the company and the office of directors, so that care might he taken that that fund was not trespassed upon while th e revenues o f I n di a were sufficient t . or the payment of dividends, and at the same time to be able to reach it, if necessary. That fund existed in its integrity, and approached to an amount of five millions of stock. There was another duty which he hoped they would not be called nn to impose on the directors, b u t if a state of things arose which rendered it expedient, they had the power, as a company, of giving notice to her Majesty's Government that they required pay ment of their capital stock within three years ; that otice to be given within twelve months of the passing of this act. That was a function which could on ly be exercised by the company in its corporate. capacity. It was highly probable that in the years which wodi THE PRESS, AUGUST 14, 1858. intervene between this and 1984 some further pro positions respecting the position of the company and its dividends would be made by her Majesty's Government, and it was most desirable that in their corporate capacity they should be able to deal with such proposition. The only other duty of the directors would be to see that the dividends were duly paid and the transfer of stock duly made. There was a provision in the new act which provided the funds for that purpose, but there was no provi sion for the mode in which the payment was to be made. That would be the subject of arrangement between the directors and the Government. He had hoped that the Government would have ceded to the company a part of the building in which they were now assembled, but that was not the case ; and unless the Government chamzsd its opinion, they would have to look out for a place at the London Tavern or elsewhere to hold their meetings. A PROPRIETOR : At the expense of the Govern ment ? Mr. If mrs : Yes. He had now mentioned all the functions of the directors hereafter. It was neces sary that they should remain in existence, and he hoped the Government would award the gentlemen holding these offices some recompense for their services. In answer to Mr. Lewin, 21r. HELPS said that the proprietcrs would possess their old privilege of summoning meetings ; but the bill did not provide a place for holding such meetings. He was sure that the Government would not fail in so reasonable a feeling as that a company which had created an empire should not expire on terms highly penal. A PROPRIETOR: If actions are brought against us, who is to bear the expense ? Mr. HELPS said that no fund was provided for the company if actions were brought against it, but they would have a defence by putting i❑ the ample release given them by the act, and any persons suing them would be defeated, and have to pay costs. There was a further point connected with the duties of the directors which must be adverted to, and that was the power of reviving the commercial character of the company. He did not see any great probability of such action, but they certainly bad the power to revive it. It might be advisable at some time—for instance, when the Government gave them notice that their stock would be paid off, it might be desirable for the East India Company to enter into commercial undertakings. What they would be he could not say. There were great works in India which they might undertake, and it was possible they might adopt the business of bankers in London. They had the power of meeting and petitioning under their corporate seal, and if so great a mismanage. ment of the affairs of India took place as to induce them, as a company which he trusted would alwayo retain great knowledge of and interest in India, to remonstrate with the Government, they had the means of doing so which unconnected individuals could not possess. In answer to Mr. Lewin, Mr. HELPS said that his impression was that the company bad no power to avail itself of its stock to commence new commercial enterprizes. Whether they had the power to ask the proprietors to subscribe new stock was another question, but they had no power to deal with their present capital stock. Mr. CRAWSHAY said that as he understood the Act of Parliament, at the expiration of thirty days from its passing the directors appointed by the Crown would cease to be directorQ, and those elected by the proprietors would continue directors, although members of the new council. Sir H. WILLOUGHBY said that there was a point which required immediate attention. He wished to know if notice was not given within the next twelve months, did the proprietors lose all power of re demption of their stock until 1984? The CHAIRMAN could not give a reply to that, which was a legal question, but dealing with the fact as it stood it did appear that notice must be given within one year; and if not, their right to redemption lapsed. Mr. LEWIN asked if a certain number of the proprietors could call for the restoration of their capital, and trade separately, while others did not. The CHAIRMAN did not think he could be expected to answer such a question without notice, but he sub mitted that, they cook( not. A PROPRIETOR : Let the question be submitted to the standing counsel of the company. In answer to a Proprietor, Sir J. W. HOOO said that he approved of the suggestion that the questions which had been raised to•day should be submitted to the standing counsel of the company and the law officers of the Crown. He would rather not venture on an opinion. The CHAIRMAN said that, gathering what were the wishes of the proprietors, the directors would do sill in their power to outain the information required. With regard to the question of remuneration to the uture directors, and the retaining part. of the property of the company, and as regarded a place of meeting, Ile bad inentioned the subjeot to the President of the B oird of Control, who had replied that all th questions would be considered by hi m when the G• 1411 came into operation, and the Secretary of State had power to make general arrangements. Mr. CRAWSHAY said that reference had been made to the Act of 1833 as to the repayment by Parliament of the capital of the company in 1984. He wished to know if Parliament was obliged to pay it or not, a s i t thought proper. The CHAIRMAN said that the question turned on the meaning of the words " may be," and whether they meant " must." He was no authority nn such a point, and the question had better be asked of a competent authority. If proprietors would mak e notes of their questions they would be handed to the solicitor of the company. A PROPRIETOR said that their stock was invested in the Dame of the company, and supposing it did not amount to sufficient to cover the claims of the company the Government ought not to he so dis honourable as to allow the loss to fall on individual s , such as trustees, widows, and children, who would suffer unless they were guarantee the stock they had bought. He trusted the questions raised that day would be answered in a distinct manner. B e suggested that the proprietors should be alloired time to consider the matter now discussed, and meet again to considet , the whole of the questions brought before them. Mr. Caawsuav said ho believed that he should only meet the wishes of the court if he moved that the opinion of counsel be taken in reference to the legal position of the company under the operation of the new Act of Parliament. It was important that such a document should be drawn up at once, in order that every proprietor might understand his position as a bolder of stock. He himself felt no difficulty in the matter. He would state what he conceived would be the position of a holder of East India Company's stock. Their existence as a company was not extinguished, because it was impossible to do that under the clauses of the Act of 183;i, relating to financial matters, which provided that if at any time the company was deprived of the governmemof India, they should be at liberty within twelve months to give notice that in three years they would require payment of their capital stock at the rate of 2 0 01. for 1001. That notice could not be given by any individual proprietor—it could only be done by them as a corporation ; and it was necessary to have their corporate existence continued. But then in twelve months the company would have to decide whether they would demand of the Government payment of their capital, or whether they would leave themselves in the hands of Parliament. If twelve months should elapse, and the company did not exercise its right, they would have no claim, except on the revenues of India, and if they were de clared insufficient to meet the payment of dividends Parliament might say," You had the option of claiming payment of your capital, and as you did not avail yourselves of it, yon have no right to claim it now." NVltat Parliament might do in 1984 depended on the word " may." He believed they could do what they pleased, and it was for the proprietors to consider whether they would leave their property secured only on the revenues of India. He was not willing to leave it so secured. The putting the words relating to the " revenues of India " into the Act of Parliament had hoaxed and swindled tne company. What the people of England did not understand—for if they had they would not have allowed the bill to pass — was, that it was a question whether if hereafter there Was a deficiency in the revenues of India, it was to be made up out of the revenues of England. That was a grave question, and one affecting the national credit. There could not be a defalcation in the revenues of India without derangement of the credit of England. He thought that the opinion of council should be taken and laid before the court on all the points which had been raised, and that a committee of directors and proprietors should be appointed to confer on the subject. He would make a motion to that effect. The CHAIRMAN suggested that a sub committee of proprietors should be appointed to draw up a series of questions to which the court desired to have answers ; that the directors be requested to take mea sures to have those questions answered by the standing council of the company and the law officers of 'he Crown, and that immediately after the answers were received a court of proprietors should be convened to consider what measures should be taken on the answers to these legal questions. As time pressed , it should be done without delay ; the sub committee should meet immediately, draw up the questions, awl the directors would use all despatch to have them answered. After some discussion, Mr. CRAWSHAY moved : That a sub-committee of proprietors be appointed tont in concert with the chairman, deputy-chairman, and board of directors, for the purpose of obtaining couusel's opinion as to the position of the company under previous sere, s 8 . well as the present; and more especially as to the Ws' ti nn of the proprietors of East India Stock and the creditors of the company, I iidian as well asCurupea2:.... This was wood to awl a a ablomptittee sPrinw4% --~. I