The Sun.
London, England, 1851-08-28 00:00:00

he proceeded. From what was then stated they were
entitled to estimate that this line would yield2,ooo/.
per mile. Taking the line at 93 miles, there would
be a gross amount of 186,000/. , They would/receive
of this sum 111,6661.; the Great Western Company,
allowing only'4o• per cent. for the working of* line,
would-receive 111,6001.; therefore, they would give,
to that company 661. more than they themselves re-
ceived.—(Confusion.) He could give other facts to
show that this was the best bargain that could be made
for the shareholders, but, seeing the iMpatience of the
meeting, he would not now press them.
A SHAREHOLDER asked whetheeor not :proxies
were to be used against the sense of the meeting?
• Mr. PARSONS (solicitor of the company) said he
was a large proxy holder, though he had newr asked
for one. The fact was that the proxies came into his
possession the last day they were due. Ha did not
know that any proxies had been asked for him, and
when he received them he felt himself in a most dife-
ficult and embarrassed Position,--(0b, oh !). If the
question whether he intended to use these proxies
was pressed upon him at that stage of the proceedings,
be must say that he would have to moult the parties
' who intrusted him with them. His own feeling,
however,- was, that 'he ought, so far as regarded those
proxies, to exercise the discretion that bad been. re-
posed in him.—(Uproar.) .. •
Mr. Sergeant GASELEE maintained that their soli-
citor had no right to hold proxies:.. He Thought that,
as- a professional --man, he had; pla, d, 1344 S in a
pesition of great delicaey.—(Greats, tqf .
Another scene of. great noise. BM!
place, Aur:ng which Mr. Sergeant isetee. moved
that Mr. Parsons be dismissed from-the office of soli-
citor to the company, but subsequently withdrew
with the notice that he might meat it on- a future ,
occasion. •
• Mr. Panaoris repeated that he, bad never flaked for
a single proxy, and that he was much pained and
embarrassed when they were put into his possession.
In reply to a question put to him, Mr. Parsons stated
that the -proxies were committed to him by the : :eats
of the Great Western Company. ; • .
Sir H. FOSTER said Mr. Parsoas had cleared him-
,self from all imputation in the matter.
Mr. TUDOR, after stating that he had been present
at a consultation with a number of gentlemen inte-
rested in the company, and that they bad come to a
resolution on the subject now before it, moved the
adoption of that resolution as an amendment to the
one proposed by -Mr. Lawrence. It was as follows
" That the agreement with the great Western Rail-
way Company, as proposed and submitted to this meet-
ing, be adopted and confirmed, subject to the following
conditions—viz , that there be added thereto, or inserted
therein, a clause or clauses to the effect that if' at any
time after the Expiration of four years from the date of
such agreement this company shall nbtify to the Great
Western Company their readiness to sell; the under-
taking to that company, at the price (over and above all
-debts, charges, and preferential interest and,dividends)
of 30/. for each 501. share, or, at the option of the Great
Western Railway Company, an annuakrayment at the
rate of three per cent. per annum on each such share of
501., to be secured by their debentures, the Great
Western Company shall and will, therefore, forthwith
accept and complete the purchase on these terms. And
further, that it within one year from the expiration "of
such period of four years this company; shall not have
rt gaited such purchase to be made, it shall be at the
option of the Great Western Company, at any time
within two years from such last-named period, to require
the company to sell the undertaking to them at the price
(over and above all charges, debts, and preferential in-
terest on dividends) of 401. for each such share, and the
company shall and will, therefore, forthwith sell and
convey the undertaking to them on these terms. ' That
the directors be, and they are hereby, authorized to affix
the common seal of this company to any deed or agree-
ment containing, in addition to the clauses in the deed
already prepared; each farther clause or clauses as above
stated, and to do all other acts which may be required
for giving• effect to this resolution. That the condition
attached by this meeting to the agreement be consi-
dered as not accepted by the Great Western Company
if not accepted by that company in due form within a
month."
Major COURT seconded the resolution,.which fully
confirmed the statement he had made.
Mr. PARSONS begged to say that he would vote in
favour of the amendment of Mr. Tudor, cboth on his
own shares and _on. all the proxies he phased, as he
considered it would put the Great Wekern 'Company
lbeqestT=.(Hear.)--
Sir H. FOSTER concurred in the proprigy of Mr.
Tudor's amendment, and thought it should be at once
remitted to the directors to carry it out. '
Mr. HunsoN, M.P., said, according to the:arrange-
ment proposed by Mr. Tudor, the proprietors would
get no dividend for four years, and after that the
shares would virtually be sold at 241. He put it to
Mr. Parsons whether, under all the circumstances, he
would use his proxies. He had been in a similar
position himself once, and did not on that occasion use
the proxies he held.—(Hear.) He thought that if
they were secured a dividend—say from ibe Ist of
January next—the proposition of Mr. Tudor should
send
be 'acceded to. They might, in the meantlme,
the proposal to a committee, to be considered more
fully, and meet again to settle the matter.
Mr. PARSONS wished to state that be. held the
proxies of nearly the whole Stock Exchange, em-
bracing 8,000 out of the 24,000 shares of the com-
pany. He had consulted with those partiesiand they
authorised him to support the proposed agreement
with the Great Western, provided the resolution of
Mr. Tudor was attached to it. The price, !however,
was then understood to be 25/. in place of SOL, and,
instead of 3 per cent., 2i per cent. He then sug•
Bested that those figures were too small, 'and they
had since been raised. He thought that this was
the most prudent bargain they could make; and his
belief was that the Great Western would, oil conside-
ration, give in to it.—(Hear, hear.) •
o
Mr. LAWRENCE would be glad if the proposition
Mr. Tudor was carried, as it substantially
agreed
with the proposition he had made.
After some further conversation, the resolution of
Mr. Tudor was adopted.
A vote of thanks was then given to the committee
of shareholders, and the special meeting terminated.
HALF-YEARLY MEETING.

Tile ordinary half-yearly meeting of the'company
was then held. •
The report of the directors, of which the following
is an abstract, was read by Mr. Smith :
" The directors have so recently communicated to
the proprietors the position of the undertaking that on
the present occasion little remains to be stated.
" The proprietors are aware that the company kept
an account with Messrs. Rufford and Wragge, ban-
kers at Stourbridge, and that Mr. Francis Rufford,
one of the partners of the house, was connected with
this company as its chairman from it& original forma-
tion. This bank stopped payment about the 26th of
June last, there being at that tinie a considerable
amount of the company's money iff,its hands. The
report of the auditor hereunto antlexed details the
amounts and the circumstances. The directors are,
through the medium of the compa 's solicitors, it
en-
gaged in ascertaining the exact p. ion of the com-
pany, believing that some portions the loss will fall
on third parties. The directors feark he aseets,nf the
bankrupts will suffice to pay but a when dividend
" The various works upon the lin, are progressing
satisfactorily, though more slowly Pan the directors
contemplated when they made their report to the
special general meeting of the company in January
last. This is attributable to the unsettled state of the
company. On one contract, that for the Mickleton
Tunnel, the contractors stopped the works in June
last, and refused either to go Os or to give the
company possession, In order that the works upon
the whole line might not be rendered unproductive
by the non-completion of this tunnel, the board,
acting under advice, took possessions of the contract,
they are happy to say, without abiolute violence or
injury to any individual, though the menacing con-
duct of the contractor at one time rendered such an
issue probable. The question touching the company's
rights against the contractor andAsis rights against
the company is now the subject of arbitration."
The auditor's report states that ,the balance-sheet
represents an expenditure of the sum of 68,0831. 63.
Bd. for land and compensation in the half-year, but
several amounts, parts of that aggregate amount, have
been deposited in provincial and joint-stock banks,
leaving in deposit with bankers of 24,912/.los. 4d., and
the Gloucestershire Bank, Stoweon-the-Wold, 2101.,
a purchase since completed. These sums, for the
most part, have been so deposited in the names of a
director of the company and the vendor or his agent ;
but a sum of 3751. deposited in the bank of Rufford
and Wragge was so placed in the name of Mr. Rut.-
ford alone in the matter of the executors of William
Page, deceased. Two several cheques, the one 5,6251,
and the other 5,5001., appear to have been paid to the
agent of Lord Ward's estate, bfahOthe consideration
for the purchase of lands; they were bpth drawn on
the bank of Messrs. Rufford and Wragge, but in the
piss-book of that bank the cheque fol. 5,5001. does not
appear to be debited. The balance dae from Messrs.
Rufford and Wragge, according too the ledger ac-
count of the company, taucl as expressed in the balance-
sheet, is 4,1661. 13i. 2d. In that account they have
credit for all sums drawn upon them by the company,
but I am informed that one checque, for 4701, so cre-
dited, has net been issued, whereby the balance is in-
creased to the sum of 4,636/. 13s. 2d.; and I am
further informed that the following checques, drawn on
i them and issued to Messrs. Bedford and Piddock, are