The Express.
London, England, 1853-07-29 00:00:00

UPPER INDIA RAILWAY.

Yesterday, a special meeting of the scripholders in
this compare y was held at the London Tavern. Lord
JOCP.LTN, M.P., In the chair. Mt. BROWN (the secretary)
had the following report :
" This company was provisionally registered in Septem-
ber last, with a capital of 1,000,000 f., in 60,000 shares of
201. t ash for the purpose cf introducing railways into
Upperlndia, from Allahahad win Agra, Delhi, and La-
be,re, to the Indus, by the immediate construction of
the fire* section from Allababad to Cawnpore. The
shares were eagerly taken up by the public, and the de-
posits thereon fully paid into the bankers of company
within the specified time. The directors thereupon
placed themselves is communication with the pro-
per authorities, and solicited permission to tender
for the immediate construction of the lest section of
the proposed Upper India line. Daring the course of
these negotiations, it soon became apparent to them that it
would materially conduce to the interests of the company
if they were placed in a position to tender for the *insults.
anus eoustructicn of the whole line from Allahabed to
Delhi, by the creation of sufficient capital for the under-
takiog. They determined, therefore, on the 4th Decem-
ber. after mature deliberation, to issue new capital to the
amount of 300,0001., allotting one-half pro tato to the
bolder. of seep, and 80,000 for applicants in India; the
remaining shares, including say not taken in India, or by
the scrip -holders, to be reserved or disposed of for the in-
terest of the company, as the directors might deem advis-
able. '1 be policy of this course was proved by the readi.
mere wiqi which the new scrip was taken up by the than
scrip holders, to the extent of 73,310, on which the whole
of the deposits were paid within the time allotted. In
January Ist' your directors appointed Messrs. Borrodaile, of
Calcutta. the agents of thecompany in ladia, and instructed
them to take measures for the creation of a local board, and
for the allotment of shares amen` residents in the presi-
dencies, which your agnate proceeded to effect with seal and
&bison. la sionsequerase, however, of the rapid progress
of arrge.esis in Ragland, your directors did not deem
it advisshle to matins, the allotment In India, and, coss-
osqusatly, it wee limited to the shares allotted previous
M the 10th d.y of May, 1853. Of the new issue of shares
mot takes up by seripholden or applicants in India, your
directors, seeing leader the power given to them, and to the
best of their judgment, allotted 51,46) shares chiefly
sr meg minim sowasebed with India, who,. advice and as-
Waage tbsy ouseidsrod most important to the best interests
111 the wormy. Of these shares, a considerable pro.
reties Wu allotted amongst those approved holden of
shares Y the late Oreat North of India Railway Com-
peay. the ori,iinal promoters of the greater portion of
the Upper Indian Ilse who had expressed a desire to
become interested In ;his undertaking, and when co-
operation it was deemed cdvi able to secure. Sufficient
capital baring bet n thus raised fur the construction of the
wh4lo line, your daectors forthwith renewed their COM-
ininicatio.:. with the authorities to permission to tender
for the awned' ste and simultaneou construction of the
line from Allahabad to Delhi. la consequence, however,
of the when question of railways in India having been
referred to the Governor General in ConLeil, the negotne
boas were amessanly delayed until the snivel of his lord-
ship's report at the close of last month, sod it appeared to
per board to be the wish of the authorities that the
construction of the whole line from Calcutta to Delhi
should be Intrusted to ono company, and thetas anialge-
antics should take plate between this company and the East
India Railway Company. Your chairman, in consequence,
met the chairman of the East India Railway Company, and,
in the prem.nce of the chairman and deputy chairman of
the East ladle C•frapany and Mr. &cretary Meleill, agreed
upon the titer of an amalgamation, which your directors
recommend for your acceptance as Innelicial to your lull-
vi lual interests ea sear, holders, although not to the extent
they had contemplated."
The CR MARL:4 read the heads of the arrangement
which had been agreed upon, in the presence of
the chairman and deputy-chairman of the East
Indio Company ; between himself, on the part of the
Upper Isdia Railway Company, and Mr. Agliouhy on
behalf of the But Indus Railway Company. These heads
wen as follows
- .

71; the ott of the line frost Rojeekal to Delhi tad
ultimately to tits meth-west frostier lois sot ootoo to the
set lake Railway Company, mad of • opal Mt that

purpose being authorised of not lc., than seven millions, •
proportion of that capital to the amount of three millions
shall be assigned to the holders of the scrip in the Upper
India Railway, the while of that scrip being, simultaneously
delivered up. Three of the directors of the Upper India
Railway Company shall be elected directors of the East
Indian Railway Company, in addition to the present mem.
hers, by the board of duectors of that company, according
to the present mode."
The CHAIRMAN then proceeded to observe, that he was
I happy in being enabled to state that the whole of the pee-
-1 liminary catatonics would not exceed 4,000/ , as was shown
by the last paragraph of the directors' report, which had not
been read to them, in consequence of his interrupting the
secretary that he might introduce the heads of the agree-
ment with a few of his own observations. That paragraph
sold—" In conclusion, the directors submit an abstract of
the accounts up to the present time, by which it appears
that the actual disbursements up to the lith inst. amount
to 1.8021. 9s. Id., and they conceive that the additional sum
of 2,1271. will be sufficient to cnver all outstanding litibiti•
ties, both iii this country and in India." As be wished
the whole matter to be concluded, and everything handed
ever to the East India Company as soon as possible, he
bad suggested that the deposits on the half million
capital beyond that to be guaranteed should be applied
to the payment of these expenses, and when the ex-
change took place they would receive six shares in the
amalgamated cmpaxy for every seven they held in the
Upper ludia Company. Ile could only say that he had
felt happy in being at the bead of a peat English company
for the purpose of carrying out railways in India ; but as
they had now become a portion of the East India Railway
Company, hiving the right of participating in any capital
to be raised beyond seven millions, he hoped it would be
profitable to them, and he should retire with the greatest
pleasure. • Ile trusted, however, that, though he should be
no longer connected with them in an official capacity, he
might be enabled to rcflict that lie had taken part in the
founding of a profitable and useful undertaking, which be
firmly believ,l would be conducive to the most moral and
Christina objects. (Cheers )
The balanee-sheet was then read.

Dr.—To deposits paid to bankers apes 174,770 shares,
17,4771. ; interest upon 10,0001. on call, in the hands of
Messrs. °Yuen& Gurney, and Co., from 6th of April to
20th June, 661. Os. 7d. Total, 17,5331. Os. 7d.
Cr.—By advertinmenta and newspapers, 5841. 3a. sd. ;
printing and engraving, 1871. Se. 6d.; stationery,
39t. lls. Bd.; rent, office keeping, furniture, etc.,
171/. 18s. Ild. ; salaries and wages, 3011. Ils. 3d.; postage',
*c., 321. 17s. ; brokerage, 2501. ; legal expenses,
2351. 3s. 8.1. • ' oan on call, 10,0001. ; cash in bond,
651. 134. Ild. ; balancer with Measn. Smith, Payne, and Co.,
4,8181. 91. 7d. ; balance with Messrs. Bowmen and Co.,
SW. Be. Teta!, 17,433:. Oe. 7d.
Balance, 15,7301. lla.
Estimmted liabilities, including expenses of bill before
parliament and Indian expenditure, 2,1071. 10s. Ild.
Available balance, 13,.i331. Os. 7d.
The following resolutions wen proposed and curried
unanimously :
Proposed by the Chairman, Viscount Jonabx,s, M.P.,
seconded by the Deputy-Chairman, Sir 1011 IN CAMPBELL,
K.C.11.—" That tbss meeting receive and adopt the report
of the directors, and that they be empowered to any out
its recommendations."

Proposed by Sir II MADDOCK, M.P., seconded
by U. L. Hunt, E.q.—" That this meeting desire to record
their grateful Knee of the ability, assiduity, end judgment
which Lord Jocelyn and the directors of this company have
uninforeolv evinced in the management of the &Main com-
mitted to their hands."
Proposed by HiNRY blettst, Em., seconded by ALeX.
blecxzez: " That this meeting further desire to
acknowledge in an especial manner their high sense of the
abili.y and energy of U. P. Andrew, ENu., the managing
director of this company, and to express their earnest hope
that, whatever arrangements may be made in other respects
in the settlement of their affairs, the valuable services of
Mr. Andrew may still be retained to the amalgamated som-
palsy, in a position worthy of his acceptance, and as the
best security which in the opinion of this meeting the
authorities and the sharebolden can desire for the future
prosperity of the company."
A vote of thanks to the noble chairman clam(' the pro.
et 'dings.

tY AND B
RAILWAY.

A meeting of the shareholders in this company was
held at the Swan Hotel, at Wolverhampton, yesterday;
the meeting having been convened by Mr. Etoneut Scorr,
"to hear most important information" with regard to the
affairs of the concern.

The CHAIRMAN (Mr. Scott) asked the shareholders for
their attention whilst he detailed particulars of this
most delicate and difficult matter; to demean themselves
as became men engaged is • judicial inquiry, or sitting
upon a grand jury receiving evidence of facts for the foun-
dation of ulterior proceedings. The question now before
them was one of vital importance to the possessors of rail-
way property all over the kingdom, for if such practices as
bad been going on in this company were to be continued,
no railway property was safe. Mr. Scott went on to ex-
plain that in consequence of certain information lately
obtained from {Mr. Nicoll, one of the company's officers,
an investigation had taken place into some of the
company's concerns. It was in consequence of that I
I information that he went to the company's offices
last Saturday, and inspected the books which con-1
tamed the bills of the original transfers of the shares of,
this company ; the chief elimination having relation to the
transfers made in the month of April and May, 18-51. Now,
it happened that two individuals took down the numbers of
certain transfers, the appearance of which appeared to be
suspicious ; having done this, it was deemed advisable, for
the safe custody of the books, to seal and tie them up ; ,1
they were subsequently locked up in the chest and closed, I
and the key lett with Mr. Nicoll for safe custody. On the
following Monday morning he (Mr. Scott) again
went to Wolverhampton, end there found Mr.
Geuh at the Company's offices ; he was unaware
of that gentleman being there, but he was doing his duty as
a director in making inquiry, and in the discharge of that
duty he had asked for the books, but was unable to obtain
them ; that the book he had seen on Saturday was in the
chest in the safe; that Mr. Nicholl had given the key to a
clerk to hand over to Mr. (leach ; but that Mr. Knox had
obtained it from the clerk and pat it in his pocket. Sub-
sequently Mr. Oeach informed him that be had asked
Mr. Knox for it, and that Mr. Knox refused
to give it up. Under these circumstances, and after
well considering the matter, we sent for Colonel Hogg,
the police superintendent, Mr. Knox then a second time re-
fused to give up the key. Fortunately there was at the
very next door a manufacturer of locks, we sent thither for
amen qualified to break open the door; well, gentlemen,'
you will hardly believe me when I say, that as he was a
long time coming we sent to seek him ; we then ascertained '
that he had been on his web, but that he was turned back
with threats by a director—that director was Mr. Knox.
(Cries of 0 Shame.") The man did ultimately
come, and then, at our request, Mr. Nicholl di-
rected him to break open the door; Mr. Knox
appeared in the door-way, and endeavoured to dis-
suade the man end Mr. Walker, another director, also told
him he was wrong in what he was doing. The chest was,
however, broken open ; now, whether that was a legal
transaction, or not it is for you to decide, but I hope we
shall be backed by your approbation. Raving done that,
we obtained possession of the book, and I believe if we
had'nt got it, then we should sever have seen it again. We
took the Look, and bad the number of the transfers taken on
the Saturday placed before us ; there were two lists,
and on examining the lists with the book we found that
five of the trusters marked in one and six in the other
were now missing from the book, the leaves were torn,
and it was quite evident that the tear was recent. (Shame.)
We know that certain persons were in the office on the pre-
ceding day (Sunday). We have the names of the parties 1
and also of the transfers removed, and I leave you to judge
by whom they were removed." Mr. Scott then entered at
great length into minute details of these irregular transac-
tions ; he explained that it had been discovered that from
the meetings of the company in May, 1851, no less than
801 Asher,' and 1,302 B shares in the hands of the com-
pany were transferred to 165 individuals, in an average of
twelve shares each. The parties to whom these transfers
were alleged to have been made were said to reside chiefly
at Chester, Manchester, and London ; but after a zealous
inquiry scarcely any of them could be found. These trans-
fers were setuelly in the name of a clerk of the company,
and in fact the whole wee • most irregular transaction ;
and not only this, but he &tied the directors to pm-
duce a correct list of the shareholders, or a cor-
rect ratement of the capital account of the com-
pany. having remarked on the means by which the
board had obtained • majority controlling the actual share-
holders, he said that the result of what was discovered at,
Wolverhampton was this—thet Mr. (leach and himself re-
solved to convey the book to London sealed up, arid place
it in the custody of Mr. Clive ; that gentleman had ac-
cepted it on the understanding that it was only to be
opened in the presence of persons duly authorised
by the shareholders. Mr. Scott further said that
on inquiry at the offices, they were informed
by a clerk that the preference share-book had not been
seen for two years. There was (he said) no proper ledger,
and the ooh-book they had been unable to obtain. In eon-
clusioc, he expressed • hops that Mr. Clive would no longer
lend his name and his excellent private character to shield
his colleagues in the direction and their acts from the very
fullest inquiry. The speaker then moved resolutions ex-
pressing the approval of the meeting of the conduct of Mr.
°each and Mr. Robinson in removing the books.
Mr. Rs seconded the rried.
.. •onviox
.... . .. motion, which was ca.

The lion. Mr. Cites vindicated bi. conduct.
Mr. °CAM gave Mr. Clive full credit fur good inten-
tions, and described the recent proceedings in which ha had
taken a put.
Mr. Knox addressed the meeting amidst expressions of
disapprobatioe.
Mi. Caves promised that a meeting ►hoold b. called on
an early day.

A SYSTEMATIC SEDUCER.—What law mess the
thousands of men now in the enjoyment of IWO and *IF
tune, some seated in the very senate, who have bees dr
seducers of women now infesting the streets. and be same
service, or in the *mice of whose families they be
many instances once deed ? I could name OM meseirkess
wealth whose life appears to be systematise, devoted to
the seduction of girls, who employs female sissft, *sleeted
from smoogst the degraded obj•Ol I haws ted,wite
spares neither money ner effort, and who mdadly, I em
informed, kept a carefully notedjossl of his
and sums expended. Of this document be wealligValit-
jeiaiss my district, sad It afforded noel ssalimidiver-
sioa to the thieves sad meditates of the adelmideode—
randirkiales Minim do the Dorsoqf LM