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

EAST INDIA COMPANY.

ON Wednesday a Special General Court of the East
India Company was held for the purpose of laying
before the proprietors of East India Stock an Act of
Parliament passed on the 2nd instant, entitled " An
Act for the Better Government of India (21st and
22nd Vic., c. 100)."
Sir F. CURRIE, the Chairman of the Board of
Directors, presided.
The CHAIRMAN said that before proceeding to the
business of the day, as this would be the last oppor-
tunity of doing so, he begged to lay before the court
a letter addressed to the Court of Directors by Sir
John Inglis, acknowledging the vote of thanks passed
to him by the Court of Proprietors.
The letter was accordingly read.
. . .

The CHAIRMAN said he. had now to acquaint the
court that the proprietors were summoned specially
to lay before them the act which had recently passed
for the better government of India. He did not think
that he had anything to say on that subjeq, further
than to state that at the last meeting of the court a
petition in reference to the bill in question was
adopted, and placed in the hands of the directors
to be presented to Parliament. It had been pre-
sented and laid on the table of the House of Lords.
The Court of Directors had also been requested to
refer to the opinion of counsel, and to take measures
to get inserted in the bill such clauses as were
necessary for the protection of the proprietors as a
body. The papers had been put into the hands of
the law officers of the company and of Sir Richard
Bethel!, and, on the part of the Court of Proprietors,
Mr. Helps was requested to co-operate with them,
and to point out the matters which required special
attention. Clauses were drawn up and placed in the
hands of a member of the House of Lords, and sub-
mitted to the Government. Those clauses were
placed in the hands of the legal advisers of the
Government, and the result was that two clauses
founded on those proposed were brought forward by
the Ministry, and they now comprised clauses 69 and
70 of the Act of Parliament. That was all that had
taken place since the court last met. Those clauses
did provide for the future position of the proprietors.
They were as follows :
MIX. After the commencement of this act, such of the
directors as have been elected by the general court of the
said company, or who shall from time to time be so elected,
shall be the directors of the said company, and the major
part of such directors for the time being shall form a
Court of Directors ; and where the presence, signature,
consent, or concurrence of ten directors is now requisite,
the presence, signature, consent, or concurrence of the
major part of the directors for the time being shall be
sufficient; and to the intent that the number of directors
may be reduced to six, two directors only shall be elected
by the general court of the said company at each biennial
election to fill the vacancies occasioned by the expiration
of the term of office of directors, and so much of the said
act of the sixteenth and seventeenth years of her Majesty
as requires any of the directors to be persons who have
resided ten years in India shall be repealed; and in the
oath to be taken by a director of the said company, under
sec. 13 of the said act, the words " in the administration
of the Government of India in trust for the Crown " shall
be omitted.
LXX. It shall no longer be obligatory on the directors
to summon four general quarterly courts in every year as
heretofore.
He was told that clause 71 was also introduced at the
suggestion of the advisers of the company. It was
as follows :
',XXI. Except claims of mortgagees of the security
fund hereinbefore mentioned, the said company shall not,
after the passing of this act, be liable in respect of any
claim, demand, or liability which has arisen or may here-
after arise out of any treaty. covenant, contract, grant, en-
gagement, or fiduciary obligation made, incurred, or
entered into by the said company before the passing of
this act, whether the said company would, but for this sat,
have been bound to satisfy such claim, demand, or liability
out of the revenues of India, or in any other manner
whatsoever.
It was now for the Court of Proprietors to take such
steps as were necessary with reference to the future.
Mr. LEWIN begged to asked what would the posi-
tion of the Court of Proprietors be under the act ?
Sir H. Wiu.ounmix wished, before the chairman
answered, to ask another question. Ho assumed that
the corporate rights of the company as a trading
company were still untouched. He should like to
hear what would be the position of the company for
the future ; what was to be its governing body, and
how was it to act, and would the proprietors have the
power of meeting if they thought it necessary? He
should like to hear the views of the directors on that
subject. It was quite clear that till 1984, when the
stock of the company might be redeemed, they must
have au interest in the good government of India.
He should like to know to what extent the powers of
the company would continue, and what exactlt the;
I position would be ?

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 the revenues of India 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, but 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 payment
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 only be
exercised by the company in its corporate. capacity.
It was highly probable that in the years which wodi