The Sun.
London, England, 1847-03-15 00:00:00

LONDON, MONDAY MORNING, MARCH 15, 147

.BTRMINGIRAIVI AND OXFORD
io;-:
THE WAR BETWEEN THE GREAT WESTERN
AND LONDON AND NORTH WESTERN
COMPANIES—BATTLE OF THE GAUGES—
EXTRAORDINARY SCENE.
On Saturday afternoon, at two o'clock, the meeting
of the shareholders in this company, called by those
who object to the selling of the line to the Great Western,
was heal in Dee's Hotel, Birmingham. The extraordi-
nary interest excited in the result, in consequence of this
line being the ground on which the Great Western and
London and North Western are fighting the battle of
the gauges, attracted an immense number of shareholders
from ail parts of the country. Long before the time ap-
pointed fir the meeting, crowds of gentlemen were in a
state of great excitement. There was a very large at
tendence from Liverpool and Manchester, and a great
muster from London. The metropolitan journals were
nearly all represented by reporters connected with their
respective establishments ; and most of the provincial
papers of note, within an extent of 100 miles, had also
their reporters at the meeting. Among the gentlemen
. present we observed :—P. H. Muntz, Esq., M.P..
chairman of the company ; C. Russell, Esq., M.P. ;
Richard Spooner, Esq., M.P. ; Captain Carnegie, M.P. ;
F. Barlow, Esq., director of the Great Western Com-
pany ; John Crosswaith, Esq. ; Charles Saunders, Esq.,
secretary of the Great Western ; Edward Tootal, Esq. ;
Captain Porter ; Captain Moorsom, R.N. ; J. F. Led-
sane Esq, deputy chairman of the London and North
Western ; all the directors of the Birmingham and Ox-
ford Junction, and several directors of the Midland and
various other railway companies.
P. H. MUNTZ, Esq., chairman of the company, was in
the chair.
The SECRETARY having read the advertisement
calling the meeting (the names to the requisition com-
prised one-fifth part of the shareholders of the
company),
The CHAIRMAN requested the gentlemen who called
the meeting to commence the proceedings.
Mr. MOZLEY, of Liverpool, they rose on the part of
the discontented shareholders, amidst deafening ap-
plause. His object was to propose a resolution in-
creasing the number of the directors from twelve to
eign teen. He wished, in the outset of the proceedings,
to disclaim all personalities in what he should say.
Since their last meeting, a fortnight ago, he bad learned
with great surprise that Mr. Stevens, the solicitor of the
company, had been put on the liet of the directors.
That was a most extraordinary step on the part of the
directors of this company to take. He had never heard
of an instance of this kind before, and he was sure no
one else had.—(A laugh.) lie wished to be understood
as saying nothing against the gentleman personally—it
was against the principle of a gentleman being in the
direction who, in his especial capacity, might be asked
to give advice as to these very proceedings, that he ob-
jected to. He would content himself, in the meantime,
with moving the resolution.
Mr. LEECH seconded the motion.
Mr. STEVENS wished to set the meeting right in
respect to what had fallen from Mr. Mozley regarding
himself. He was not in any way connected with the
company except as a shareholder. He held 2,000
shares in it, and had never sold one of them, even at
the time when there was a great doubt as to whether
they would ever get their Bill. He bad wrought for the
company, and fought for the company, at all times, and
under all circumstances.
Mr. MOZLEY—The Hon. Gentleman, who is a man of
the hiehest respectability in his professional capacity,
says that he is not agent for the company. Does he
mean to say that he is not a partner in the firm which
is professionally connected with the agents of the com-
pany.
Mr. STEVENS—I am in no way connected with the
company, except as a shareholder.
Mr. MOZLEY—Then I beg Mr. Stevens's pardon. I
have been misinformed.
The resolution was then put cad agreed to without a
division.
Sir J. VERNEY (late M.P. for Buckingham) proposed
that Mr. Mozley, Mr. Biel, Mr. Bayern, Mr. John Brad-
shaw, Mr. Thomas Bigg, and Mr. Timothy R. Cobb be
elected directors. These gentlemen were chosen without
a division. They are all in the interest of the London
and North-Western.
Sir J. VERNEY then rose to move a resolution respect-
ing the rotation agreeably to which the directors should
go out of office, and the object of which was to provide
that only two out of the six directors just elected should
go out of office in one year.
Mr. SHIRRET seconded the motion.
After a consultation of some length with the directors
of the company and Counsel, who were present in the
anticipation of difficulties occurring,
The CHAIRMAN said that he was placed between the
two great parties in a very delicate and difficult position,
and he betted the indulgence of the meeting for a few
minutt s until the Counsel had made up his mind as to the
course they ought to pursue.—(Hear, hear.)
The CHAIRMAN, after a few minutes' consultation
with the Learned Gentleman, again rose, and said that
there was no objection to the spirit of the resolution,
hut he was now advised that it was 'contrary to law.
The Act of Incorporation only allows the meeting to
alter the rotation of the order of the whole body of the
directors, and not a portion of them. He could not act
contrary to the advice he had received, and therefore
must decline putting the resolution.—(" Oh, oh.")
Mr. MOZLEY said the resolution was drawn up by
one of the most distinguished men in the legal profession.
He pledged himself for its legality, and therefore he
must insist on its being put to the meeting. If it was
illegal, its adoption would lead to no results. It could
not be rendered legal by the simple act of its being
agreed to by the meeting.—(Hear, hear.)
The CHAIRMAN—I am bound to act on the best
advice I can get.
Mr. MOZLEY—Our advice was obtained from the most
eminent counsel. Ile carefully drew it up. and be had
ample time to weigh the matter in all its bearings,
which the gentleman who has just advised you had not.
The CHAIRMAN—I cannot put it after the advice I
have got on the point. lam bound to act by that
advice.
Mr. MOZLEY—I must insist on its being put.—(Loud
cheers.) I cannot compel you to put it, but I do
peremptorily require you to put it. If it be illegal, the
consequences will rest upon us.
The CHAIRMAN—I repeat I can only act in the delicate
position in which lam placed on the best advice I am.
able to procure. I have sought and obtained that
advice, which is adverse to my putting the resolution.
Mr. WHEATLEY read the opinion of the Attorney-
General, the Solicitor-General, Mr. Talbot, and Mr.
Godley. The opinion of these eminent counsel was
that the resolution read, as it applied to only a part of
the directors, and not to the whole, could not be put.
Mr. MOZLEY—The opinion we have obtained is that
of Messrs. Crompton and Parker. It was after the
fullest deliberation.
The CHAIRMAN—I repeat that in my very peculiar
position I can only act according to the opinion of
counsel, which is, that it would be illegal to put the
resolution.—(Cheers and hisses.) lam sure I neither
deserve cheers nor hisses. These cries can do no good.
I am acting, I again say, on the best advice I can get.
Mr. NlcznEv—lf you refuse to put the resolution,
the only alternative for us- to adopt is to put it ourselves.
—(Cheers.)
A PROPRIETOR—Read us the Act of Parliament, and
see what it says.
The CHAIRMAN—I cannot comply with the request of
the Hon. Proprietor. lam no lawyer, and cannot un-
dertake to put constructions on Acts of Parliament. I
must abide by the advice I have got.
Mr. MOZLEY—Then I feel it my duty to move the
adjournment of this meeting till five o'clock, in order to
consider what course we should adopt.
Mr. ALSTON—You cannot alter the law.
Mr. MOZLEY—I do not know, Mr. Alston, whether
we can or net ; but I think your remark is not very
creditable in the circumstances in which we are placed.—
(Loud cheers.)
A PROPRIETOR—CouId we not turn out the chairman
and put another in his place ?—(Loud laughter.)
The CHAIRMAN then put the motion for adjournment,
which was agreed to without opposition.
Mr. MOZLEY—The adjournment will not interfere
with the meeting at four o'clock, adjourned from that day
fortnight.
The CHAlRMAN—Certainly not. Remember, gentle-
men, the adjourned meeting from Saturday, the 27t1: of
bru,iry, takes place in this room at four o'clock.
The meeting then broke up.

ADJOURNED MEE iING FROM FEB. 27.
'nit, meeting which had been adjourned trom Satur-
day, Feb. 27. took place in the same room at four
o'clock. The same gentlemen who were present at the
meeting at two o'clock, again crowded the large hall.
F. P. Muntz, Esq., chairman of the company, in the
chair.

The CHAIRMAN havinc, stated that this was an ad-
jouviied meeting trom Feb.. 27.
Mr. MoZLEY—WiII you, sir, be kind enough to read
the report again.
The CHAIRMAN—Certainly.
The Chairman then read the report, which only con-
sisted of a few sentences, and was quite of a general cha-
racter.
Mr. MOZLEY—The point on which the meeting was
adjourned a fortnight ag), related to the retirement of
four of the directors and the election of other tour di-
rectors in their stead. You would not agree to this. I
wish to know whether you have changed your mind ?
The CHAlRMAN_Certainly not. We are acting here,
as in the other case, on the advice of counsel.
Mr. MOZELEY—We are doing the same, and are act-
ing in accordance with the advice of men at the very
head of the profession. They are Sir F. Kelly, Mr.
Crampton, Mr. Parker, Mr. Peacock, Mr. Hope, and
Hawkins.

.---
Mr. TURNER—I propose that one third of the directors
should now retire, agreeably to the Act, of Parliament.---:
(Hear, hear, and cheers.)
The CHAIRMAN—I cannot put the resolution.
Mr. TURNER—Then, sir, I beg to tell you that I am
not to be diverted from my purpose by your refusal. I
will put the resolution myself.—(Laughter, and loud
cheers.)
The Hon. PROPRIETOR now put the resolution, which
he declared to be carried unanimously.
The CHAIRMAN—If gentlemen choose to put resolu-
tions in this way, they can carry anything they choose.
Mr. MozLEY—I tell you, Mr. Chairman, in all can-
dour, that I am about to move a resolution, as an amend-
ment to the motion for the adoption of the report, which
I am determined shall be put.—(Hear, hear.) That re-
solution is a want of confidence i the directors.—(Loud
cheers.) The shareholders, seeing how their property
has been said at much below its real value, have a right
to express the-ir opinions in such a practical way as I
propose. I know something of railways ; and I
will undertake to say, that in the annals of
railways no instance can be adduced in which
50 per cent. of the capital had been called
up in five months.—(Loud applause.) You may disclaim
any improper motives as you please, but yeti cannot

divest our minds of the conviction that you had your own
conduct bears out this conviction Your object evidently
, was to shut out the great body of the sharcAolders, be-
-4 cause you knew they were against you, from the right to
) vote. You shut your books for an unusually long
period. Shareholders who had purchased shares, and
held a large amount of the stock, could not obtain them.
I myself was for six weeks in this position, and some of
the shares which I had bought, and which were kept for
me fir this long period, belonged to the directors of the
company.—(Deafening plaudits.) Mr. Mosley then
proceeded to condemn, iq very severe terms, the conduct
of the directors in amalgamating the Oxford and
Birmingham Junction with the Wolverhampton and
Dudley. He felt it painful thus to animadvert on
the conduct of a body, but he felt that the conduct
of the directors had been such as to impose upon
him the duty of expressing himself as he had
done. Mr. Mosley, after one or two other observations,
proceeded as follows:—We are threatened with an in-
quiry into the way in which many of the shares have
changed hands. Perhaps, Sir, that inquiry, when it
comes, many end in discovering what is commonly called
" a mare's nest."—(Loud laughter and applause.)
You (the directors) made great professions of patriotism
in connexion with this company, but all your patriotism
seems to have evaporated through the medium of your
pockets.—(Laughter and cheers.) You read the rights
of shareholders in one way—we read them in another.
I never knew an instance in which a body of men so
pertinaciously clung to office, in defiance of the wishes
of the shareholders. We have, Sir, at least 45,000
shares out of the 50,000 shares of which the stock con•
sists; and I beg to tell you that a great proportion of
the proprietors consist of men who are wholly uncon-
nected with any other rival company. Mr. Mosley then,
amidst loud cheers, proposed a motion, declaring a want
of confidence in the directors.
Mr. JONES seconded the motion.
The CHAIRMAN--I do not mean to make any reply to
Mr. Mozley's spt ech. I think the sooner an inquiry is ,
made, in another place, into the matters referred to by
the gentleman the better.—(lronical cheers.) If we be
guilty of the one. half of what is charged against us it is
high time an inquiry a ere made into our conduct.
The resolution was then put and carried without divi-
sion, amidst the most deafening cheers. On the applause 4
subsiding the chairman declared the meeting at an end.

ADJOURNED MEETING FROM TWO O'CLOCK.

At five o'clock, the Meeting, which had been ad-
jcurned from two o'clock took place, when the same
parties were again present. The chairman of the com-
pany again presided.
. Sir J. VERNER wished to ask whether the directors

had re• considered the point on which they differed with
the meeting when it adjourned ? We have carefully
considered the matter, and are satisfied that we are acting
legally in pressing the resolution for the retirement of
four directors.

The CHAIRMAN—I regret that I cannot put the reso-
lution. I can only put what is according to legal forms.
Sir J. VERNEY—Then I will put it myself.—(Tre•
mendous cheers.) I have now, Sir, learned, for the first
time, that gentlemen who acknowledge thas.they do not
possess the confidence of their constituents can still cling
to office--(Renewed cheers.) You say you cannot be
compelled to resign. I would rather have said, were lin
your position, that I was delighted that I could not, after
such an expression of opinion as had been given that day,
be compelled to remain.—(Hear, hear.) lam surprised
that the directors should not have, at least, attempted to
reply to the grave charges which Mr. Mozley had pre-
pared against tEem. If you persist in refusing to put
the resolution, I must, I repeat, put the resolution my-
self. The Hon. Baronet then submitted the resolution
to the meeting.
The CHAIRMAN—You have called on me, sir, to reply
to the charges preft rred against us. I have already told
you that they will be more fittingly replied to in another
place. I have heard a vote of censure and want of con-
fidence passed this day on the directors, because we
would not break im engagement and take 15/., after we
had agreed to take 101. ss. I am content to leave the
charges to the public, and am willing to abide by its de-
cision.

Mr. MATTHEWS (chairman of the Wolverhampton
and Dudley Company) entered into a defence of the
directors. He cared not for the vote of censure passed
by the meeting.—(A laugh.) He telt that in character
or social position he was second to no one in that room.
Sir J. VERNEY—I now propose the resolution.
The CHAIRMAN—I call on the meeting to proceed to
the next business of the day.—(Cries of "No, no.")
Sir J. VERNEY—I move the resolution.
The CHAIRMAN—It is perfectly illegal.
Sir J. VERNEY—Then if it is illegal it will do no

hai;.—As-;;;;ir as are of opinion that the resolution
should pass, will be pleased to signify the same by hold-
ing up their hands.
A forest of hands was here held up.
Sir J. VERNEY—Those who are of a contrary opinion
will please to 11.,1d up theirs.
None were held up, the friends of the Great Western
remaining passive.
Sir J. VERNEY declared, amidst thunders of applause,
that the resolution was carried unanimously.
Mr. MOZLEY—You said, Sir, that there is to be an
iuquiry, and you intimated that I was afraid of inquiry.
Sir, I tell you that I am not afraid of inquiry .—(Loud
cheers.) I feel that I have a right to make What use of
my money I think fit. I am sorry to hear Mr. Mat
thews say that he cares not for a vote of censure. I
exceedingly regret that, for I think it must not be very
pleasant to a man to be censured by his own friends. I
had thought, Sir, that public confidence was the sheet
anchor of society.—(Loud applause.) The conduct of
the directors must go tar to shake confidence in railway
property.—(hear, hear.) With reference to the threa-
tened inquiry, I again repeat that lam quite prepared
to meet it.—(Loud cheers.)
Captain CARNEGIE, M.P., then rose to propose a re-
solution, respecting the amalgamation of the Oxford
and Birmingham Junction with the Wolverhampton
Company, and also- repudiating the sale of the Oxford
and Birmingham Junction to the Great Western. The
resolution further instructed the directors to oppose the
Bill now in Parliament for the amalgamation and the
sale. The Hon. and Gallant Officer then proceded to
censure the indecent haste with which the directors bad
concluded their arrangements. In their hurry they had
over-reached themselves, and had proceeded throughout
illegally. He regretted the bad feeling between the
two companies, and thought the better way for both
would be to come to an amicable understanding. The
shareholders of both were great sufferers from these
quarrels, and the public were the gainers. He then
moved the resolution.
The CHAIRMAN—I cannot put that resolution. I
could not do so as a man of honour,
as it proposes to
ccmmit a breach of a contract which had been duly
signed and sealed.
Captain CARNEGIE—Why the meeting was called for
the purpose of considering the propriety of proceeding
with or withdrawing the bill for the amalgamation and
the lease.

Mr. MOZLEY—Read the advertisement calling the
meeting.
The CHAIRMAN read the advertisement, which.
amongst other things,
ion stated that the meeting was called
for the purpose of giving their opinion on the propriety
ama.ga
of sanctioning the Bill for thel
emotion with the one
company, and the sale to the other. (Loud cheers.)
Captain CARNEGIE—Then wo are acting in accord-
ance with the terms of the advertisement.—(Loud
cheers.) Would I be troubling you too much, Mr.
Chairman, to ask you to put the seal of the company to
a petition to Parliament against the amalgamation and
the lease?—(Laughter.)
The CHArnmAri—l certainly will not do that.
Captain CARNEGIE—Then I must put the resolution
myself.
The resolution was accordingly put and declared to be
unanimously carried, amidst vehement cheering.
Mr. MOZLEY —I now propose a resolution to the
effect that Sir J. Verney and any other five shareholders
shall be empowered to put their names to the petition to
Parliament in the name of this meeting.

A PROPRIETOR seconded the motion.
The CHAIRMAN—I protest against that resolution
being put.
Mr. MOZLEY—Of course you do, but I will put it to
the meeting nevertheless.—(Laughter and cheers.)
The resolution was then put and carried amidst
deafen,ne! acclamations.
Mr. 11,ozLEy then proposed a resolution to the effect,
that the directors be instructed to endeavour to bring
about an arrangement for the leasing of the line to both
companies conjointly, or keeping it independent of both,
but giving each the use of it.
Sir J. VERNEY seconded the resolution, and said he
had heard with great satisfaction the wishes for peace be-
tween the two companies which had been expressed by
Mr. Mozley. It was a most desirable consummation.
The two companies might advantageously work together.
The CHAIRMAN—I fully concur in much, Sir, that you
have said rt,spectiug the d• sirableness of peace between
meeen
the two companies.—(Cheers.) Nothing could give
greater pleasure than to aid in bringing about a
peace
between two companies to which the public are co much
indebted I cannot, however, put the resolution, for it
would have the same effect as the former, namely, to
break a solemn and duly ratified engagement. lam
sure there are many around me who would be sorry to
see me put the resolution. I have presided at a hundred
meetings, but this is the first time I have refused to put
a resolution.
Mr. MOZLEY—There is nothing binding in the reso•
lution. It simply contains a recommendation to the di-
rectors. If the chairman is at liberty to refuse to put
such a resolution, then he is the meeting in his own
person. I feel for the chairman ; for there can be no
doubt that he is made a puppet to the gentlemen around
him.
The CHAIRMAN—If Mr. Mozley knew me, be would
made a
tent in I
know that I am incapable of being
ad
e a
the hands of anybody.—(A laugh.) The resolution
repeat, is one that I cannot put. ,
Mr. MORLEY—I deny that the shareholders are bound
by the acts of the directors before their acts have been
sanctioned by Parliament. Now, Sir, I will make a
proposal. If you will consent to withdraw the Bill, we
will agree to raise the question of the legality of the sale
in few days, and we will abide by the decision of the
Court, whatever it may be.
The CHAIRMAN—I have no authority to withdraw
the Bill. •

•
Mr. MozLEY—But we, the shareholders, give you the
authority. You seem determined to set law and justice,
and the interests of the shareholders, equally at de-
fiance; hut we will fight you.—(Trementious cheering.)
put the resolution, which was carried
Mr. Muzley then
unanimously, amidst tremendous peals of applause.
The meeting was then declared by the Chairman to
be at an end, without the customary vote of thanks to
the chairman. The meeting lasted till half past six
o'clock.

We understand that Mr. W. F. Beadon will succeed
Mr. Clive as police magistrate at Wandsworth.

RAILWAYS BILLS.

of Railway Bills on the South-Eastern (Mid Kent and
Direct Tunbridge), Lewisham to Tunbridge ; Soul 11-
Eastern (Lewisham to Croydon, with Branch to Brom-
ley); South-Eastern (Maidstone to Great Chart); South-
Eastern (Strood to Maidstone); South-Eastern (Strood
to Chilham), in Group No. 1; and South-Eastern (North
Kent and Bricklayers' Arms Junction); South-Eastern
(Widening of the Greenwich Railway); South-Eastern
(London-bridge Station Enlargement), in Group No. 3:
" The Commissioners of Railways, in commencing
their report, consider it proper to quote the resolutions
of the House of Commons, under which their reports
are made:—
" Resolved, That all railway Bills, in the present ses-
sion, be referred to the Railway-Commissioners, for their
report tv this House upon the following points, previously
to such Bills being considered in Committees of the
House.
" 2. Resolved,—That every report so to be made upon
each Bill, shall state the amount of the capital proposed
to be raised, and of the loans proposed to be authorised
by the Bill; and if, under the provisions of such Bill,
any powers are to be given to any company already in-
corporated of raising further capital or loans, or of
making alterations, branches, or extensions of their
existing lines, or of purchasing or leasing any other
lines made or to be made, or to subscribing to the capi-
tal, or guaranteeing the capital of, or amalgamating
with, other companies.; such report shall also state the
powers granted by any former Act or Acts to such com-
panies already incorporated for any of the above pur-
poses, and of the manner in which, and extent to which
such powers have been exercised ; and the report shall
further state the opinion of the Commissioners thereon,
and also their opinion as to any special provisions with
which it may, in any case, be expedient to accompany
the grant of any powers for any of the above-mentioned
purposes.
" 3. Resolved,—That every such report be referred to
the Committee of this House, appointed to consider the
Bill to which the same may relate.
" In the performance of the duty which has thus been
assigned to them, the Commissioners have called for such
returns from the different railway companies as appeared
to them to be necessary for the object in view; and after
examining these returns, they have proceeded to obtain
such additional information and explanation as might be
necessary to elucidate the subject.
" It is, of course, impossible that the Commissioners
can be the mselves responsible for the correctness of such
information as could be obtained only from the companies
themselves; but the greatest readiness has been shown
in the present instance in supplying them with the requi-
site answers to their inquiries, and they see no reason to
doubt their accuracy.
" The eight Bills above mentioned have been applied
for by the South-Eastern Railway Company. The first,
for the Mid Kent and the Direct Tunbridge line, would
'give to that company power to raise 1,130,000/. addi-
tional capital, and to borrow 376,0001.; by the second,
for a line from Lewisham to Croydon, with a branch to
Bromley, it would obtain powers to raise 180,0001., and
to borrow 60,000/. ; by the third, for a line from Maid-
stone to Great Chart, to raise 311,2501., and to borrow
103,750/. ; by the fourth, for a line from Strood to
Maidstone, to raise 275,000/., arid to borrow 91,6001. ;
and by the last, for a line from Strood to Chilharn, to
raise 724,500/., and to borrow 241,500/.
" By these five Bills, being those comprised in Group
1, the company would be enabled to increase their ca-
pital stock by 2,620,7501., and to borrow 872,850/.
" By the sixth of the Bills, to which this report_ re-
fers—viz., the North Kent and Bricklayers Arms
Junction, the South-Eastern Railway Company would
receive power to raise a capital of 55,000/. and to
borrow 18,300/.; by the seventh,, for the widening of
the Greenwich Railway, to raise 150,000 L, and to
borrow 50,000/. ; and by the eighth, for the London
Station Enlargement, to raise 200,000/., and to borrow
66,6604 By these three Bills, being those comprised
in Group 3, the Company would receive power to in-
crease their capital by 405,000/., and to borrow 134,960/.
" The eight Bills applied for in the present session
will, if passed, give to the South-Eastern Railway Com-
pany power to raise additional capital to the extent of
3,025,7501., and to borrow 1,007,8101.
" By former Acts of Parliament. twenty in number,
the first of which was passed in 1836, this company has
received power to raise a capital of 6,415,033/., and to
borrow 2,218,710/. By these Acts it is empowered to
convert the loans at maturity into capital, and thereby
finally to create a capital stock of 8,633,743/.
"The capital stock has been created by 252,500 whole
shares, varying in value from 25/. to 50/., and amounting,
if fully paid up, to 8,191,000/. ; hut as 95,000 shares of
30/. each have been divided into thirds, the number of
transferable shares is 442 500. On these the cotnpan%
have received 4.290.075/. Bs. 103., and 3,656,490/. 5-;.
remain to be paid. When fully paid up the company
will have received from them 7,946,495/. 13s. 10d., or
244,504/. 65.2 d. less than the capital they represent, a
loss to that extent having been sustained on the shares
first issued, in consequence, it is stated by the company,
of the forfeiture of shares, which, when sold, in many
instances did not realise the amounts due upon them.
" No nominal addition• has been made to the capital
of the company as compensation, or lymus, or under any
other denomination; but the holders of shares of less
value than 50/. receive equal dividends per share with
the holders of 50/. shares, which arrangement appears to
have been made under the authority of 5 Victoria, c. 3,
s.

" The borrowing transactions have amounted to
2,014,1771.; 1,348,8441, has been obtained on mortgage ;
and 665,3331. on loan notes, by sums varying from 5001.
to 1,0004, and at rate of interest varying from 3/1 to 5
per cent., the higher rates applying to the earliest loans.
No special provision was made in the acts of the com-
pany to authorise the issue of loan notes; but those which
had been thus issued were legalised (as in the case of
other companies) by the 7, and 8 Victoria, c. 85, by which
Act the future issue of such motes was prohibited.
" Loans to the amount of 358,2204 have been paid off
and converted into capital by the issue of shares; and
the remainder is to be paid off between July, 1847 and,
January, 1853, as the periods of the several securi-
ties expire, by calls on the shares not paid up. These
securities amount to 1,655,9574, being 2,000,463/. ss. less
than the amount remaining unpaid on the shares created;
and as a power remains under the present acts to issue
additional shares to the amount of 442,7434, it appears
that 2,443,206/. ss. is at present available to the South-
Eastern Railway Company, and will, it is stated by the
company, be actually required for the works in progress.
This company have not subscribed towards the capital
of any other company, nor given any guarantee in favour
of any other company. But under an Act passed 16th
of May, 1846, they have purchased the Gravesend and
Rochester Canal and Railway for 310,000/. Under an
Act passed 10th of February, 1844, they have taken a
lease for fourteen years of the Canterbury and Whit-
stable Railway, at a rent of 1,2004 for the first year, to
be increased by 300/. per annum, until it amounts to
3,0004, which is to be continued to the end of the term.
Under an Act passed September 10, 1844, they have
taken a lease of the London and Greenwich Railway for
999 years, at a rent of 36,0004 for the first year, to be
increased by 1,0001. per annum, until it amounts to
45,0004 per annum. And under an Act datA July 16,
1846, they have agreed to take a lease of the Reading,
Guildford, and Reigate Railway in perpetuity, at a rent
amounting to 4i• per cent. on the cost of the line, as-
sumed at 600,0004, with an eqaal division of profits,
which haebeen commuted for 5/ per cent. without such
division. Under an Act dated July 19, 1839, they have
purchased one moiety of that part of the London and
Brighton Railway which lies between Croydon and Red-
hill, with the right to pass over the other moiety with
out payment of toll for 340,000/. Under an Act passed
August 10, 1846, they contributed 101,662/. 10s. sd. to
the construction of the joint station at London-bridge.
Under an Act passed June 27, 1843, they purchased the
Folkestone harbour for 18,000/. ; and under an Act
passed July 4, 1843, they purchased the share of the
Bricklayers' Arms branch and station possessed
by the London and Croydon Railway Company for
82,8771. 7s. 11d., and thus became the sole proprietors
of that branch and station.

"It appears that the company have in the following
manner complied with the standing orders of the House
of Commons requiring a deposit either of a subscription
contract to the amount of three•fourths of the estimated
expense, or of a declaration that the work is to be exe
cured by sums of money to be raised on the credit of
present surplus revenue. For the capital required for
the works to be authorised by two of the Bills, namely,
No. 49 and No. 54, amounting to 1,035,7501., a declara-
tion as above has been duly deposited. For the capital
required for the works to be authorised by the six re-
m titling Bills, being 1,990,0001., subscription contracts
to the amount, of three L.urths of the different sums,
each signed by eight directors, have been deposited, each
director having thus signed Lir the amount of about
186,0001. The deposit of one teeth. amounting to
144,2501., has been paid sut of the funils of the company,
and it is clearly understood that the directors have
signed only on behalf of the company, and that they are
not to be called upon for the sums for which they appear
as liable under their contract deeds.

" The Commissioners, in remarking upon these trans-
actions, have no view of imputing any peculiar blame to
the South-Eastern Company, who have only followed a
course which has in numerous instances been adopted by
other companies, and which may, perhaps, be consid,red
as having received the tacit permission of Parliament.
They cannot, however, but regard the system itself as ob-
jectionable, and, though it may be technically considered
a compliance with the standing orders, as involving a
violation of their real spirit and object. There can
be no doubt that the object of Parliament in requiring
the deposit of a subscription contract was to be satisfied
of the existence of bona fide subscriptions to three-
fourth of the amount of the estimate, which subscription
might and would be called for in the prosecution of the
undertaking. But when the subscription contract is
signed only by the directors, who are themselves the
promoters of the Bill, and when their signatures are
given only on the distinct understanding amongst them-
selves that the subscriptions are never to be called for,
and that the works are nat to proceed unless the re
quisite funds can be obtained from other sources, it is
obvious that the intention of Parliament is frustrated,
and that by such a subscription contract no additional
security is obtained for the execution of the work, or
for the both* fide character of the undertaking.
" In such a case either the surplus revenue of the
company is considered a sufficient guarantee for the
undertaking, or no such guarantee is offered. If the
surplus revenue be such as is considered sufficient, this
ought to be shown either by the deposit of a declaration,
or in such other manner as the House of Commons may
hereafter determine. If, on the other hand, the surplus
revenue be insufficient, it is submitted that no additional
security is obtained by the deposit of such subscription
contract as has been described. It may also be a
question how far railway companies are justified i!A
making the Parliamentary deposits for new Bills out of
funds which have been authorized to be raised for other
purposes.
6, The Commissioners have considered their duty

to take the Porliest ormortunity of submitting: this AO):
C.ql:-1,ot:s;
Rad they AVOLtiti re Speet:tifiy to,c.,7gest that. whatever
course in regard to this question it may be thought
proper to adopt with r44.erence to the Bills of the pre-
sent session, means should at all events be taken, before
another session of Parliament, of revising the system
under which an evasion of this kind has been per-
mitted.

" One of the pecuniary transactions of the South-
Eastern Company requires particular notice and expla-
nation, namely, the issue on various occasions to their
proprietors of shares a hich were of a lower pecuniary
amount than their original shares, but which were,
nevertheless, entitled to equal dividends. It appears
that the company, having, in the year 1836, raised
their original capital by means of 28,000 shares
of 501. each, found themselves, in 1842, under
the necessity of raising further capital; and their ori-
ginal shares being at that time at a considerable dis-
count, it was impracticable to raise additional shares
on the same terms ; and the company accordingly ob-
tained an Act authorising them to issue new shares at
such a price and with such advantages over the other
shares as the company, with the consent of three-fifths
of the proprietors present at a general meeting, might
think fit. The result was that the company issued
28,000 new shares of 251. each, entitled to the same divi-
dends as the original shares of 501„ one such 251. share
being allotted to each holder of a 501. share. There
appears to be no injustice in the arrangement, inasmnch
as any additional advantage conferred on the 25/. share
was at the expense of the 50/. share, which was the
property of the same person. A similar system was
pursued under subsequent Acts by the creation, at dif-
ferent times, of new shares of 32/, 331. 6s. Bd., and 30/,
with similar privileges. The interests of the public
appear to have been not materially affected by these
transactions, provided that in any future calculation of
profits, with the view either to the revision of fares, or
to the sale of the railway under the provisions of 7 and
8 Victoria, c. 85, the different shares are reckoned at the
amounts at which they were respectively issued, and not
as 501. shat es, as they have sometimes been erroneously
termed in share lists.
" A statement on this subject, by the secretary of the
company, will be found in the appendix, No. 4.
" Amongst the different pecuniary transactions in
which the South-Eastern Railway Company have been
engaged, cne of the most peculiar is, perhaps, the pur
chase of the harbour of Folkestone. The Commissioners
think it right to state, that had this transaction been
now pending, or had it been proposed to take power to
authorise such an arrangement by any of the bills of the
present session, they would have considered it their duty
to report fully upon the subject. As, however, they
find the purchase to have been duly completed under the
authority of an Act of Parliament, they have thought it
necessary to extend their inquiries further, and they
only allude to the subject at present, as affording au
example of one of those transactions to which, in their
opinion, the attention of Parliament ought in future to
be specially directed.
By order of the Commissioners of Railways,
FREDERICK W. A. BRUCE, Secretary.
March 10.

RAILWAY INTELLIGENCE.
WEST LONDON RAILWAY.
The half-`•early meeting of this company was held on Fri-
day, Mr. H. H. Grounds in the eh*. The report stated
that the lessees declined to bring the line into operation until
it is extended to the Thames. The claim of a landowner
having been decided. they will now be enabled to disc the
sale account with the London and North-Western Company;
after which the deposits made upon the Thames and
Knightsbridge Extension shares will be returned to the
subscribers. The line is to be extended by the Great
Western Company across the Thames to join the South-
Western Railway. The receipts were stated to be 272,0351.,
a d the disbursements 271,8904 leaving a balance of cash in
hand of 1441.

The directors expressed their confidence that they would
be enabled to introduce a clause into the Act to protect the
interests of the company.
Resolutions were passed adopting the report, re-electing
the directors, who go out by rotation, and authorising the
directors to attach the common seal of the company to a
petition to Parliament for powers to compel the Great West-
ern and London and North-Western Companies to carry out
their agreement with the West Lo,idon Company.

BRISTOL AND EXETER RAILWAY.
At a special meeting held at Bristol, on Thursday, the
draughts of two -Bills now before Parliament were approved
of, to make a branch railway, from Lyng. rear Taunton, to
join the Wilts, Somerset, and Weymouth Railway, at Casti•e-
bury ; and also to make a branch line from Bleadon to
Glastonbury. It was mentioned that an agreement had been
made with the Exeter and Crediton Railway Company,
which had been subsequently repudiated and rejected by
the proprietors of the latter railway ; but it was thought
that a Parliamentary Committee would set the matter to
rights. The meeting, in the meantime, sanctioned that
agreement, in accordance with the wish of the directors.

HARBOURS OF REFUGE.

TO THE EDITOR OF THE SUN.

hope you will not fail at an early period of again
lending the aid of your powerful pen (always devoted to the
public good), in calling the attention of Government and
the Members of both Houses of Parliament, to the great ne-
cessity of carrying out the recommend..tion of the Admiralty
Commissioners, by voting the supplies during the present
session of Parliament, for commencing the intermediate
breakwater in Seaford Bay, a few miles eastward of this
populous, but sadly unfortified town of Brighton. An annual
grant for this great national work is highly desirable, as a
shelter for both Government stelmers and merchant and
trading vessels, so many thousands passing yearly through
the Channel, and frequently detained during the easterly
winds. The construction of the proposed breakwater at a
site so commanding and magnificent, and lying midway be-
tween Dover and Portsmouth, is not merely of local, but of
national interest, and besides creating employment for a vast
number of labourers, would offer
_refuge and protection for
millions of property, often endangered on the southern coast,
and would prevent frequent wrecks, and save the lives of many
worthy seamen. A breakwater at Seal,rd would be of immense
service to the British Government in the event of an unfortu-
nate war, affording a central refuge for ships of every class
and size. The proximity of the Brighton and South Coast
Railway, also, is an important feature, as troops and ammu-
nition could be conveyed from London to the breakwater in
about two hours; and the improving port of Newhaven, near
Seaford, is likely to become, in the ensuing spring, a packet
station for passengers to and from France. Newhaven being
the nearest port from London, that route ultimately is expected
to have a preference. At a very healthy spot, East Blatch-
ington, between Newhaven and Seaford, there is an eligible
piece of barrack•ground, used last war, and belonging to
Government, and which,' in connexion with the Brighton
and South Coast Railway, suggests important considerations
and facilities to her Majesty's Ministers, too invaluable to be
longer delayed, consistent with the defence of the southern
coast. A few thousands annually cannot be more profitably
bestowed than in the formation of this grand national pro-
ject, both as a means of defence and protection of maritime
interests. The seaport town of Brighton, with its fifty thou-
sand souls, remains in a defenceless state. You have so
often and so strongly reviewed this important matter, Sir,
that you will pardon this intrusion on your time and
columns; and I hope that your continued advocacy of this
subject will not be without its proper influence upon the Ad-
miralty during the present session of Parliament.—l am, Sir,
your obedient servant, A READER.
Brighton, March 8.