The Sun.
London, England, 1865-01-06 00:00:00

MANSION-HOUSE.

The directors of the Maresfield Gunpowder Company
(Limited) appeared to a summons charging them with not
registering the said company under the Joint-stock Com-
panies Act of 1856-62.
Mr. Lewis said he appeared that day to prosecute a sum-
mons against the Maresfield Gunpowder Company for not
registering the company under the Act of Parliament, and
also another against four of the directors of the said com-
pany for an infringement of the Joint-stock Companies
Act. Under the 49th and 50th of Victoria, and
25th and 26th of Victoria, there were certain
clauses for the protection of the shareholders and
the public, and there were penalties against directors
who wilfully infringed those clauses. Now the directors
of the Maresfield Gunpowder Company had wilfully in-
fringed both these Acts of Parliament.
Mr. Murphy (who appeared for three of the directors—
Clench, Chatteris, and Walker) interrupted Mr. Lewis, and
said the question was whether the directors had wilfully
and knowingly neglected to register the company.
The Lord Mayor said Mr. Clench, one of the defendants,
was so well known in the City of London from his connec-
tion with joint-stock companies, that it would be absurd
for him to plead ignorance. He should like to know
whether the company had really been registered.
Mr. Lewis said it was not, and remarked that the capital
of the company was to be £lO,OOO, of which the promoter
was to have £5,000. -
_ _

Mr. Sleigh (who appeared for Mr. Walker, another of the,
defendants) objected to matters not relevant to the present
case being imported into the proceedings. The only ques-
tion they had to deal with was whether the company was

registered.
The Lord Mayor said it was of the greatest importance
that there must be a full and thorough investigation of tho

matter.

Mr. Lewis then proceeded to make some further obser-
vations on the balance-sheet of the company, when
Mr. Murphy again objected, and said that such observa-
tions should not be allowed.
The Lord Mayor said he should permit the fullest dis-
cussion.

Mr. Murphy said the observations of Mr. Lewis were
only made, for ulterior proceedings.
Mr. Lewis deprecated any such statement.
The Lord Mayor said he should lie guided by the Chief
Clerk (Mr. Oke) and his own common-sense, notwith-
standing the objections of any barrister.
Mr. Lewis said he was not going to make any use of the
balance-sheet, but dealt with the figures pretty freely, and
then referred to the report issued by the directors, in which
the great demand for gunpowder arising out of the Volun-
teer movement was alluded to, and capital was increased
to 15,0001., and a profit fully declared.
The Lord Mayor—Have they made"any gunpowder at

Mr. Lewis said they had. In fact, his client had been
entirely misled by the statements of the directors, and had
parted with 2,0001. for shares upon the faith of the sound-
ness of the statements. At the time the balance sheet was
published there was no capital at all. There was a nomi-
nal, capital of 5,500/., and of this 5,000/. belonged to Mr.
Sharp, the seller, the directors not having paid one farthing.
The company collapsed, and he would prove that the direc-
tors had no interest in not registering, and he should ask
the Lord Mayor to convict them. "
Mr. William Clark, of 193, Adelaide-road, said—l was
formerly a ribbon manufacturer, in Coventry. I retired
from that business in 1861. In 1860 I became acquainted
with Mr. Clench, who was then a secretary of an insur-
ance company. He is now the secretary of the National
Financial Society. He introduced to my notice the Mares-
field Gunpowder Company. I eventually took 40 251.
fully paid up shares in the company. My friend, Mr.
Smith, also subscribed for 40 shares. We paid in 1,0001.
each. I was made a director. I attended the meeting of
the board. Mr. Smith who, like myself, was also from
Coventry, when in town also attended the meeting of the
company. I retired from the direction of the company in
1862.

The Lord Mayor—When did you go ?
Witness—ln 1860. I never had anything to do with the
management of the company. It was the first time I had
been connected with a public company. Beyond the 1,0001.
I made a further advance to the company. At the last
meeting of the company, in 1863, a balance-sheet was pro-
duced. It showed an increase of capital. I attended the
meeting called for winding-up the concern. The meeting
was adjourned. I spoke out my mind on that occasion.
I attended the adjourned meeting, which was held a fort-
night after, but none of the defendants were there. No
meeting has ever been called since to wind up the affairs.
The company has never been liquidated.
Cross-examined by Mr. Sleigh—l am a director of four
companies at the present time. Ibecame a director previous
to that which has been called the explosion of the Mares-
field Gunpowder Company.
Mr. Lewis—l say the company has altogether vanished.
Witness—The first company I became acquainted with

was the King's Cross Wheel Company. I was introducet'
to the British Nation Life and Fire Assurance by
lir. Clench. I became a director of that Coln-
pally" last year. I had nothing to do with the
preparation of the balance-sheet of the Maresfield
Gunpowder Company. It was submitted to me as correct,
and I believed it to be so. In 1862 my retirement from the
direction of the company was in consequence of my not
being re-elected. Mr. Sharp sent in his resignation as
manager in 1861, but he acted ad interim until another was
elected. He was manager and director.
The Lord Mayor—Which office did he resign ?
Witness—Thet of manage; my lord.
Cross-examination continued—Mr. Dalrymple was ap-
pointed manager afterwards. The directors asked Mr.
Sharp to attend and give all the assistance he could to the
new managers. Mr. Sharp became the head of a firm—
Sharp, Adams, and Co., gunpowder manufacturers, Ewell.
The reason, I believe, that he left the Maresfield Company
was because he could not give his undivided attention to it,
in consequence of his connection with the business at
. Ewell.
By Mr. Murphy—l first saw Mr. Chatteris before I sub-
scribed my capital. It was in his own office. I saw Mr.
Chatteris' before my shares were allotted. I saw Mr.
Walker previous to June, 1860. We had been to Brighton
to see the works of the company. I did not see the
articles of association before I took up the shares. I
employed a solicitor, Mr. Rutter, of Ely-place, but I
don't know that he saw them on my behalf. Mr.
Rutter was employed to make inquiries on our behalf, viz.,
myself and Mr. Smith, as to the respectability of the Mares-
field Company. Unfortunately, I never looked at the
articles of association. I took everything that was laid
before me at the board meeting as correct. When I at-
tended the board meeting I received a small fee.
The Lord Mayor—Did the shareholders agree to that.
Mr. Lewis—Thrre were no shareholders. (Laughter.)
In answer to further questions, witness said—l recollect
seeing the property of the company advertised for sale in
1863. I don't know whether there was a secretary in 1863.
I have not complained of Mr. Clench. I get from 1501. to
2001. a year by being a director of the British Nation. Mr.
Clench introduced me to that company. Throughout the
year 1862 it never occurred to me to take any steps to in-
vestigate the affairs of the Maresfield Company. I know
somebody ought to have done it, but I did not think I was
the person who ought to do it.
Mr. Samuel Smith—l reside at Norwood. I retired from
business in 1861. Mr. Clarke first showed me the balance-
sheet of the Maresfield Gunpowder Company. I saw the
defendants previous to joining the company. I went to
. Mr. Chatteris's, in Old Jewry, to certify the balance-sheet.
He said he paid 1,000/. into the concern. I and Mr. Clark
applied for our shares jointly. This was in June, 1860. I
was elected a director, but I resigned the appointment in
1861. I was afterwards, upon solicitation, made manager.
I resigrthAl the managership in consequence of discovering
so many irregularities in the affairs of the company. In
Feb., 1863, Mr. Sharp invariably attended the board meet-
ings. Ho regularly attended the meetings after that time.
He signed cheques. I never before my transaction with
the Maresfield Gunpowder Company had seen or held a
share in my life. I never saw a balance-sheet, and I was
entirely ignorant as to the articles of association. I was,
in fact, " a young man from the country." (Laughter.)
By Mr. Murphy—l did know there was an obligation to
register he company under the act of 1856. I first pecame
acquainted with the necessity of so doing from seeing the
matter talked about in the newspapers, after the passing of
the Act in 1862. After that I went to see if the Maresfield
company was registered, and found it was not. I don't
know that Mr. Chatteris and Mr. Walker did not join the
company until 1859. Mr. Rutter matte the inquiries,
Mr. Richard Spires—l am a clerk in the Registration-
office—l produce the articles of association of theMaresfield
Patent Gunpowder, which was wound up years ago. I
produce, the articles of association of the Mansfield Gun-
powder Company Limited. The last list of shareholders of
the latter company was sent in on Nov. 28, 1861. That
went up to Dec. 30, 1860. On communication with the
the persons connected with the company I received a
letter signed by Mr. Chatteris stating that the company had
ceased to carry on business.
The Lord Mayor—That is a very different thing from a
company not being in existence. A company might be in
existence although it had ceased to trade.
(The case was proceeding when we , went io press.)