The Express.
London, England, 1849-03-22 00:00:00

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RAILWAY MEETINGS.
WATERFORD, WEXFORD. WICKLOW, AND
DUBLIN.
Meeting of Shareholders.—Lonctun, March 21. Nasa,
Esq., is me chair.
tie CHAIRMAN sail that sotto, of the present meeting
had been sent to the directon of the company, together with
• full statement of the proceedings which took place at the
last meeting, held on the 24th of February, and frcm which
the directors had absented themselves ; and it now became
his duty to inquire whether any of the directors, or and one
representing thens,wss in attendance on the present occasion.
No reply having been made to this inquiry, the chairman
condoned to say that in the abloom of the s Ineens it was
not competent to the shareholders to constitute • meeting
until an hoar had elapsed from the time for which the meet-
ing was convened. In the interim business could only be
conducted provisionally, and be would avail himself of the
Jppertunity of laying before them the circumstances in
which they were plated at present, and the proceedings
of their directors which bad led to their calamitous
situation, and it would then remain for them to
adopt such measures as. under the peculiar position in
which they found themselves, might seem most advisable.
Since their last meeting at No. 449, Strand, a report had
been prepared by the committee then appointed, which was
submitted to the directors, with the view of correcting any
errors or misrepretentations which might have been made in
it, but they had not availed themselves of the power thus
given, if there was any room for exercising it. He tepee-
&could • very large body of shareholders, and he thought it
due to himself to state at the outset that he wee
infloeneed by no personal feeling in the matter,
bat merely by a desire to obtain reparation for
a body of men who had lost their property in an affair
Managed by persons whom position in life should have acted
as • bar to my irregularity.. His sole Innise for taking so
active a part es he had dew in their late proceedings was a
wish to make these meet disgorge the money of the share-
holders. Soon after the meeting of the 24th February, he
had applied to the secretary for a list of the shareholders,
but it was only late yesterday that he had been furnished
with it, and he was now enabled to say that he
held in his possession letters from parties who repnsentrd
30,000 shares, all of whom wen desirous of the adop ion of
steps by which the affairs of the company might be wound
up and • stop put to the ruinous expenditure which a com-
pletion of the line or any part of it would necessarily involve.
The opinion of counsel had also been taken with respect to
the liabilities of the directors and the rights of the scrip and
share holders, and they were distinctly informed that,
assuming the statement of the directors' conduct to be
founded in truth, every shareholder who had paid sells is
ignorance of the proceedings of the direeton was entitled be
have his money back, and be relieved from future gals. At
their last meeting no printed report was produced by the
el' yet he had evidence in his porcessioa which seta-
bibbed t e het that • report was in existence, and in the
bands of the Irish shareholders at the very time. They
were aware that the line was projected in 1845 by the dire►
tors of the South Wales, Great Western, and Lime Irish
companies. In 1846 the directon of the outh Waifs Calm
piny atoned to themselves thousands of shares in the
Wateiford Company, and the panic soon after occurred.
Subsequent to the panic in 1846 and 1847, the anareholders
of the South Wales Company wen informed by their diree
Mee, who were also directors of the Waterford, Wexford,
and Wicklow, that they must take shares in the Waterford
Company to keep its works in progress, and that the flares
lehorld be taken at par, although at the time paid-up shares
could be had in the market for nothing. In the rail-
way eimmissionime report for 1817 allusion was
made to this transaction, the mummies men stating that
they had received • memorial from the Dublin and Kings-
town Company, oomplaining that the South Wales Commuy
had, without leg.l authority, subscribed to the Waterford,
de., Railway. The South Wales Company admitted that
meth was the fan, and that they had exceeded the powers of
their set. Again, in 1847 and 1848 the sh ireholders of the
South Wales Company sanctioned • subscription of 25,0001.
to the Waterford Company, as • future subscription,
under a guarantee from the Great Western Com-
pany, of the advises and interest at 6 per cent.
It was not than communicated to them, and they had no
means of knowing that any capital was already taken, or
that the cattital to be applied for shares at par was to be ex-
pended in relieving the directon of their shares. In the ses-
sion of 1848 a hill was passed authorising a &tun teubserip-
tion to the extent of 12,600 shares to the Waterford
Company by the South Wales and empowering the latter to
nominate a majority of the directors of the former. Is tits
fallowing June a payment appeared in the sceoanta of the
South Wales Company of 22,4001. to the Waterford Company,
hut up to the present moment net • penny of that sum ap-
pears to Lave come into the soffers of the Wat.rfoed Coin-
whose unallotted shares, deposit', and subieribed a-
phil
wen of the same amount as they were certified to be in
. It was also concealed from the shareholder* that
there was an agreement between the directors of the South
Wales company and the some ',mons as dinettes of
the Waterford company that no more calls were
as be made on them until the Waterford
showed the means to mak the line to =L,
The directors of the three-companies, after obtaining the
set In 1846, revive 1 back the parliamentary deposits, sod
bat above 60,0001. to the Great Western Company without
Eta knowledge or suction of the shareholders of either ems
pay, and at a much lower rate of interest than they VOW
Id m the market. In December, 1846, it was alleged is
dso dir.etors' accounts that there was a balance of 73,0001.
in hand; but they did not tell where it wan.
Mod it was only in 1846 that it wen dis-
'wend it had been lent by one set of dimelleas
to the other. In 1847 more capital was called apt mad
10,0001. more was lent to the same Company. March
Mk an additional call was made, ghatsthou the time
Am. was lent to another company. These fac retpdred
me eminent from him. Again, the necessary subseripdou
onatniet had not the required number of denatures, whirl
was 75,000, or three-fourths of the whok,and up to J sin e,1846,
the whole sum available for the deposit, was 83,0001,

hat fib ek isli mei amateled from the Ihmeholders ard
the dlesslem burrowed from various companies the
mmy Mmho good the d. posits ef 76.0001. and 16=
is the COlllOlOOll and 10rd... Thus the act of interporation
:was obtained in 1846, and the directors at the meting in that
'nor had ventured to say that the affairs of no other Ort a.
Meagan Company hod been edmini.tered with orearsr into.
. At the clam of the year 1846 the bona fide 'hen -
ssalsoied for • dissolution, out the directors of the,
.
thin heels, thousands of shares on band sue,
Mel the up of the company, for they had „to-
' West bock ths parliamentary deposits and lent 60, 000t,a ft
Its themselves. At the first half-ycarly meeting in Desegsber
Mk an adjeasantsst of the qion was obtained by the
'illeestera ist ease to negotiate terms, and, during that posy
Ipessmar„ dm seplgel and officials were employed in buying
I fig yeas, slum, sad trawl. re, to the extent of some hun-
dreds I wheat bolder. were persuaded to part with 'their
Asres ; original Octane were registered against their will,
and transfers taken ; purchasers of scrip were registered it
.mtep supported the eirecton ; proxies and votes were pro-
moted, to be withdrawa from the opposition ; shares were
*Masted among the directors and officials of the three eon-
sostot sompanits; propossbt were made to persons to register
•aad vets with the directors on an in lannity—the compare
iai gale personal indemnities; slants were despatched
5, Inland
and to canvass for shares and votes; finally, purchasers I
of 17,600 scrip were retitled registration, their property'
end deposits Illegally confiscated. The registry was
tamed contrary to good faith, and included the 15,760
colourable, and 11,200 South Wales shares, at least.
By such sus of the capital the director' were enabled to
outdates the company, and defeat the opposition of the
dead lido boldien. Having stated emend other rotten,
Aisk beladed evidence of gross mismanagement of the
Gain se the company, the chairman concluded by strongly
esesmainsilarlte shareholders to adopt measures for wind
kg up the of the company. In order to complete the
beg section of the line, not less than 200,0001. would be re.
, and to defray that' expenditure they had 11,0001. in
and whatever could be wrung from rhareholders
would be a very small sum indeed, compared
to the sum required. He was quite certain that any jury to
whom the facts which he had stated were disclosed would
think that gross irregularities had bean perpetrated on the
shenholders, and afford them redress scoordingly. It was
only neehmary that it should be shown that the shareholders
wet* net contenting parties to throe practices, by which the
.....puny had been got up and carried on, and their right to
obtain the money luck which they had deposited' could' not
be disputed. He now left it with themselves to decide whe-
ther they would go on with tha company or bring the direc-
ts's to book, and wind up its straits.
An hour haying now elapsed since the proceedings of the
meeting commenced, the directors were again called on to
appear, and the fotmal business of the day was proceeded
with. Mr. Nash having been reappointed chairman,
Mr. FREBBODY, C. 8., after a speech strongly con-
demnatory of the proceedings of the directors, moved the
adoption of the report of the committee, and the following
resolution :—" That the directs?' in failing to meet the pro-
prietors, have betrayed the trusts confided to them, and by
their transactions with the South Wales and Great Western
director", bare lost ihe confidence of the shareholders."
Me. ROBINSON seconded this resolution, which passed.
Resolutions to the following tflect were also agreed to:—
" That that meeting suspended the payment of all call" until
a report from the proprietors' committee was laid before a
public meeting and adopted." " That a proprietors' cow
mittee of flee persons be appointed to examine into the
affairs of the company, with power to call for books and
vouchers, and to report thereon to an early meeting to be
called by them for that purpose." And lastly, " that a peti-
tion he presented to parliament, and a memorial to the Rail-
way Commissioners, praying for an investigation into the
affairs of the company, the allotnant and Ws of shares, and
for an inquiry before the Committee of the House of Lords
at present satin ." The petition having been adopted, and
signed by the Chairman, the meeting adjourned to May 1.

MIDLAND.
Meeting of Shareholders . —L:verpool, March 21.—A. H.
WYLI/4 Esq., in the chair.
This meeting was called " for the purpose of collecting
W opinions of the proprietors generally as to the present
position and prospects of the company, and to take Such
meaning as may be necessary to institute a strict and search-
lag inquiry into the affairs of the company generally." There
was a very numerous attendance.
The CHAIRMAN said they were alt aware that at the
last meeting of the Midland Railway Company at Derby, a
committee of inquiry was moved for, bet not grantedby
the directors. He was the person who had moved for that
committee, sad he had done so on two grounds ; be left it
to those present who were mercantile men to say whether
those grounds were not ample and sufficient. He bed moved
for the committee because, in the first place the accounts
seemed to him so meagre and unsatisfactory that they afforded
to the proprietors no indication of the state or value of their
property. He bad er.ved for it also because it seemed to him
that they bad incurred liabilities which were so severely press-
Mg upon the means of the parent oonapanv,that if they were to
sostbote without investigation, he did not see to what
degree of depreciation their property might fall. The
directors had thought proper to refine that eommittee,stating
that they would look upon it as a vote of censure. Men,
however, who prided themselves upon their purii, should
have courted, rather than have refused, inquiry. Since then
events notorious to all had occurred, and this Lad led to an
intimation that the directors were waiting to grant a corn
mitts* of inquiry as soon as the committee sitting on the
York (on the charges preferred against Mr. Hudson io re-
gard to another line) should have handed in
their report. It was by that committee that Mr.
Hudson must vindicate his eharacter,. oe be for
ever after a dishonoured man. He did not wish to prejudge
the result, but it was essential for the sake of their eroperty
that they (the Midland proprietors) should ask for the re-
" Meal of Mr. Hudson. He need only to point to his con-
duct in reference to the Eastern Counties Railway, in de-
serting his post in a time of difficulty; but he asked
the meeting to look to his (Mr. Hudson's) con-
duct In regard to their own line, and if so they
must, he thought, come to the conclusion that they had been
too credulous. Although Mr. Hudson was chairman of
their own company, he had entered into arrangements with
a rival, the Great Northern, whereby the latter would reap
tome of the traffic which was properly their own. The chair-
man concluded by moving the first resolution :—" That in
order to produce harmony of action, and perfect confidence
between the shareholders and directors of the Midland Rail-
way Company, it is expedient that a committee of lover iga.
tion be arpointed to examine into the management and
accounts of the company."—The motion was carried nem. eon.
Mr. BRANCKER, in a few brief remarks, next moved,
" That, in order to obtain an independent and efficient com-
mittee to conduct each investigation, a temporary committee
be formed here to co operate with the shareholders residing
elsewhere, and to collect the proxies of those who may rot be
able to attend the special general committee; and that inch
temporary committee shall consist of Messrs. A. H. Wylie,
W. M'Cracken, James Moon, Eyre Evans, and Sidney ;
in favour of any of whom proxies are solicited, and to whom
communications ms be addressed."
The motion was duly seconded, and unanimmaly passed.
A requisition to the director., calling upon them to con-
vene a meeting as soon as possible to appoint a committee of
inquiry, was next submitted, and met approval.
A sulueriptien was commenced in the room to defray ex-
penses, and the meeting adjourned.

GLASGOW, KILMARNOCK, AND AYR.
Half-yearly Peeling.—Olugow, Mack 20.—J. 111‘Cann,
Esq., in the chair.
The report of the directors (a summary of which appealed
in this paper on Tuesday) having been read,
Th. CHAIRMAN stated that, though the pasesger
traffic had fallen off, he was happy to say the mineral traffic
bad considerably increased. The Increase during the past six
months, as compered with a similar period last year was 30361.
In January and February, 1817, the amount of the mineral
traffic was 3,2601. In these two months in 1848 it was
3,4001. • while, in January and February, 1849, it had in-
creased to no less than 7,8001. (Applause.) He regretted
thee be bad to come before them with a 2 per cent. dividend,
ben lib was attributable to the period of disease and distress
tires& which they had pond. The painful state of the
Pastry was proved by the fact that, though they bad
opened 30 additional miles of railway, they had
bad no aggregate increase of passengers or goods.
He admitted that much money had been spent in par is
mentary and other expenses, but it was absolutely necesesty
to protect their interests from the intrusion of hostile com-
panies. lie then spoke at some length in opposition to cer-
tain resolution which had emanated fronts committee of
shareholders, and stated that the tints fee executing the
Seatbstone line had been extended to July, 1854. He
moved the approval of the report and dividend.
Mr. WATSON moved, with the view of
the value of the stock, that no dividendiC
paid this half-year. Oa a division it was resolved that the
dividend should be paid.
The Dean of Guild, GALBRAITH, then moved
the resolutions of the committee of shareholden in oppo-
siien to the report of the directors. He spoke at
some length spinet the policy pursued by the ditsetars,
stating as one instance of it, that they prozi to construct
a line from Ayr and Smittatone to Dalms on, through a
barren district of country, at an expense of nearly 300,0001,
merely to accommodate one ironwork, and If this ironwork
were stopped this line would be useless. After a lengthened
addrees, he moved the following resolutions :
" 1. That the capital account should *be eta al as soon as
practicable; end that, until this be done, every sum added
to that account should be stated is the half-yearly reports,
and the way in which the amount has been expended.
2. That the half-yearly report should contain an explicit ac-
count of all the liabilities of the company. 3. That no
obligations for lines, for which the company have not statu-
tory powers, should be come under, either directly or in&
reedy. 4. That for such lines se there are statutory powers,
no steps be taken without the authority of a panel meet-
ing of the shareholders. 5. That for mush lines or breathes,
as the directors shall think it expedient to ask for
powers from the shareholders to make, circulars shall
be addressed and put into the Postoffice, ten days
previous to the special meeting being held, to consider
the subject, sts.tiner the specific object of making the line or
braneh—the esimated coat of the same—the enema by which
the dineshen propose to raise the necessary capital, and the
estimated traffic there may be derived from such line or
branch : all certified by the secretary of the company for the
time befog. 6. That In particular the line from Ayr to
ilealthstese be abandoned, the building Idea bridge at Ayr
112. and that the shareholders de net approve of the
of the directors relative to the line boa Smith-
etess sellingtee. 7. That that. should be a thorough
instigation of the expenditure, that everything may be
dew la the most eessenleal meaner consistently wieb the ef-
bleat and safe Inaba of the line. 8. That everything of
ispertanee requisite for *elegem be °hulloed by watract,
deer doe miss by public edvettleenstet That the m-
elees of • poneenest rentaelting eigkial be arrow wbb.

10. That a Illfferellrellarellettld be appointed to supe
tend the whale adder, elm sempany. IL That the num-
ber of director, pbetild he reduce t to nine, at the 'whist
period theimpl, situate will tiered.. 12. That, in the mean-
time, armegements should be ma • for the introduction of
st hest' di new &rooters. 13. That the direttor or diree-
torritzedring in rotation from the board shill not be re.
el e till after the expiry of a year. 14. That a depreala.
sloe fund shall, at a period to be fired on by the directors, be
welted out of the ne, to meet the contlegeoeles of way
end relaying. 16. That two *udders of accounts shall be
appointed by the shareholders , that the persona
appointed may or may not be shaveltelden; and that it shall
be the duty of the auditors to make a special report to the
shareholders es every transaction which msy come under
their notice inconsistent with the statutory powers of the
directors."
" In order to cony out the reeolntion No. 12, de com-
mittee would recommend that the following gentlemen be
introduced into the direction :—A. Orr, Elq., one of the
magistrates of the thy; R. Kiddon, Bsq., merchant; W.
Jamieson, Bog., merchant ; J. Burns, Esq.. merchant ; J.
Lumeden June., Esq., merchant ; and W. H. Dobie, E q.,
merchant.'
After a very long and angry discussion, the resolutions of
the commit:re were &Milted, on the undemanding that the
Bmitbstone line should be delayed, and the directors relieved
from responsibility. Four of the gentlemen named by the
committee were appointed direct ors, and the directors were
requested to appoint the other two, so soon as vacancies
oceured.
The meeting separated after a sitting of four hours.

MISCELLANEOUS NEWS —Enttentractu AND NC/R-
U(111N. -• The report by the directors to the halt yearly
plural meeting and special general meeting of share-
holders, to be held at Edinburgh, on Tuesday, the 27th
inst , has been is.ned. It states that " incluiive of the
balance at the clot.' of the previous half-year, the net revenue
at the dispesal of the proprietors, after deducting working
and other @spumes, and a sum of 10,4991 10e. of interest, is
23,7111. 10a. Si. Out of the free revenue as above stated of
23,7111. 10.. 6d., your directors recommend, in the first
instance, that 3,6341. 10s. b e applied in payment of nine
months' cividend at the rate of 5 per cent. per annum. on
the late Orentnn Company's Prsference Capital of 96,9201.,
payable on 20:h April next. Oa the other stocks of the
company, they recommend that a dividend for tight months
be declared, at the rate of 2 per cent. per annum, payable on
the 30th June next. Ater payment of which, there will
remain a surplus of 5,3031.3.. ld. to be carried to the credit
4 next account. Your directors regret the postponement of
the payment of the dividend until the 30th Jane ;
hut it is rendered necessary in consequence of the
revenue (as shown in the last report), having
been taken as a temporary loan to the capital
account. The amount of share capital held to be
productive and Goateed to dividend is 1,204,6851., and in
fixing this sum your directors have been regulated by prin
eiples generally acted upon. On the original stocks of the
company (with the exception of 11. per ewe on the 25/.
shame, end 21. per ►hare on the 151. share., expended
chi. fly on the Kirkcaldy Harbour and Dunfermline branches,
from which no revenue is yet derivable) the full amount
culled up on the Bth of May last is held entitled to dividend.
Ou the other stocks the sums considered entitled to dividend
have been fixed as nearly as possible on the same equitable
principles. Considering that, besides other disartvantageoui
circumstances; the line was not opened to Perth civil the
middle of July, and that the partial opening of the Dunferm-
line branch did not take place until September, the experi-
ence of the past half-vier, during which the revenue has
averaged nearly 2,(001. a week, has not disappointed the ex-
pectations of year directors."