The Sun.
London, England, 1856-06-05 00:00:00

RAILWAY 1N T EGLI GB NO E.

OXFORD, WORCESTER, AND WOLVERHAMPTON.
The adjourned special meeting of this company was held
yesterday at the London Tavern, to receive the result of
the poll on the question of electing 10 new directors; Lieut.-
Colonelßushout, M.P., in the chair.

The CHAIRMAN was about to commence the proceedings
by reaping the reports of the scrutineers, when
Mi.. BIGGAR interrupted him by asking whether the
amount of At9Ck of the company which had been pawned
to the public in various ways had been voted upon in tak-
ing the poll ?
The CHAuurirr replied that, in accordance with the
report of one of the scrutineers, it appeared that it had
been voted upon.
Mr. BIGGAR contended that all such votes were vitiated,
and ought not to be allowed ; but, as it appeared that the
result could not affect the actual results, he would make
no motion on the subject, as there was a large majority in
favour of those at the head of the list.

Mr. J. PARSONS said it was -quite certain that the
pawned stock had been vcted upon, but they must con-
sider that the Great Western Railway Company had also
voted in respect of 180,0001. stock which they held in the
company, not being satisfied with that amount of stock
being represented by six Great Western directors at the
board. If the Great Western had consented to forego
voting on that stock, the pawned stock of the company
would not have been voted upon, and for his own part he
would much rather the matter had been decidvi without
that stock having been represented.
The CHAIRMAN then read the reports of Mr. Greenwood
and Mr. Jackson, the scrutineers. The report of Mr. Green-
wood excluded the stock which had been pawned belonging
to the company, and disallowed the votes given in respect
thereof. It stated that 755 proprietors, representing
1,973,7301. stock, voted on the occasion, and that there
were 9,253 votes in favour of Mr. Pakington, 8,578 in favour
of Mr. Highfield, 8,322 for Mr. Busby, 8,287 for Mr. Fen-
ton' 8,236 for Mr. Johnson, 7,965 for Mr. J. Parson, 7,965
for Mr. Lewis, 7,903 for Mr. Mellor, 7,846 for Mr. Watkin,
4,313 for Col. Rushont, 3,378 for Mr. Thorp, 3,318 for Mr.
Taunton, 3,210 for Mr. Baker, 2,572 for M. Capel, 2,626
for Mr. Grisewood, 2,190 for Mr. Cox, 242 for Mr. Maude,
136 for Sir S. M. Peto, 157 for Mr. C. Whetham, 115 for
Mr. Brewin, 57 for Mr. Oliveira, 51 for Mr. Tucker, and
none for Mr. Whiteside.

The report of Mr. Jackson, the other scrutineer, included
the votes given in respect of the company's stock held in
pawn, the names of the parties being recorded in the share
register of the company. From this report it appeared that
9,836 votes were given in favour of Mr. Pakington, 9,163
in favour of Mr. Highfield, 9,025 for Mr. Busby, 8,890 for
Mr. Fenton, 8,779 for Mr. Johnson, 8,562 for Mr. J. Par-
son, 8,509 or Mr. Anderson, 8,508 for Mr. Lewis, 8,446
for Mr. Mellor, 8,389 for Mr. Watkin, 4,391 for Colonel
Rushont, 3,438 for Mr. Thorp, 3,378 for Mr. Taunton,
3,270 for Mr. S. Baker, 2,632 for Mr. Capel, 2,626 for Mr.
Grisowood. 2,190 for Mr. Cox, 302 for Mr. Iktadde' 186 for
Sir S. M. Peto, 157 for Mr. Whetham, ,15 for Mr. Brewin,
57 for Mr. Oliveira, and 51 for Mr. Tacker. The total
stock voted upon by 110 proprietors present, amounted to
553,975/. ; and by 648 proprietors by proxy, 1,696,4101. ;
total, 2,250,3351.

It was explained. that Mr. Busby had consented to re-
main in the direction until Sir S. M. Peto could transfer
an outstanding contract with the company to some other
responsible person, so as to enable him to comply with the
request of a large number of proprietors by taking a seat
at the board. At the time of voting it was understood
that those who voted for Mr. Busby were in favour of the
election of Sir S. M. Pato.

The board then retired to an adjoining room for the pur-
pose of electing the new directors in the room of those re-
tiring from the board. This arrangement was in accord-
ance with the pledge given by the directors to the com-
mittee of investigation.
The formalities having been gone through,
The CHAIRMAN announced that Mr. Watkin, Mr. Mel-
lor, Mr. Anderson, Mr. Busby, Mr. Highfield, Mr. John-
son, Mr. Lewis, r. Pakington, and Mr. J. Parson had
been elected directors of the company. There was, how-
ever, a legal question as to the re-election of himself ; it
was necessary that, he should be re-elected in order to
enable him to resign his seat at the board.
The adjourned half-yearly meeting was then held for the
purpose of re-electing Coleuel Rushout and Mr. Highfield,
the retiring directors, and also the retiring auditor, Mr.
Cohen.

On th• motion baing put, the retiring directors were re-
elected.

The CHAIRIIIN stated that he would formally resign his
seat, and Mr. Fenton, of Rochdale, would be elected in his
place, which would complete the number of directors.
Mr. Highfield had been elected one of the directors of the
new board. The only other business was-that of the .elec-
tion of auditor. lie proposed that Mr. Cohen, the re-
tiring auditor, be re-elected.
Mr. MALINs seconded the motion.
Mr. DAVIS proposed, as an amendment, that Mr. Jack-
son be elected in the room of Mr. Cohen.
Some discussion ensued, in the course of which a show
of hands was taken, when there appeared 24 in favour of
Mr. Cohen, and 11 in favour of Mr. Jackson.
Mr. Dews demanded a poll.
After some observations from Mr. Watkin, Mr. Taun-
ton, fir. Malias, Mr. J. M. Parsons, and Mr. J. Parson,
Mr. JACKSON declined to contest the matter, and Mr.
Davis withdrew his demand for a poll.
Mr. FENTON then moved a resolution authorising the
directors to transfer the outstanding contract from Sir S.
M. Peto to another responsible contractor, with a view to
secure the valuable services of Sir S. M. Peto at the board.
Mr. MAUDE secynded the motion.
A discussion ensued, in which Mr. Watkin, Mr. Fenton,
Mr. Cox, Mr. J. Parson, Mr. J. M. Parsons, and other
proprietors took part, in the course of which the advan-
tages of the proposition were urged and admitted. It ap-
peared to be the general opinion that there was no occa-
sion to pass the resolution, as the matter should be left in
the hands of the new board.

On the motion of Mr. DAVIS it was agreed to pay the
expenses incurred by the committee of inquiry out of the
funds of the company.
On the motion of Sir M. PETO, seconded by Mr. PAK-
INGTON, a cordial'vote of thanks was passed to the Chair-
man on his retirement from the board, for his valuable
services to the company.
Mr. J. M. PARSONS, eecondel by Mr. DAVIS, moved a
vote of thanks to Sir S. M. Pete and the other members of
the committee of inquiry, for their very able report on the
affairs of the company.
The motion was carried unanimously, and the proceed-
ings terminated.

WEST HARTLEPOOL.
The adjourned general meting of this railway and har-
bour company was held on Tuesday at West Hartlepool.
The accounts showed that the amount at credit of re-
venue for the year ending December, 1855, was 146,9521.,
as compared with the sum of 130,773/, for the year 1854.
The different items from which the above total is produced
are as follow :—Coal traffic, 85,1391. ; passengers and
parcels, 11,154/. ; merchandise, 25,422/. ; ships' dues,
20,763 ; rents, 2,611/, ; balance from last year's revenue,
1,860/. The working expenses for the year 1855 were
66,2731,, or 45 per cent. ; taxation, 1,8181. ; interest on
debentures and convertible stock, 35,1861., leaving a ba-
lance of 43,6751., out of which, after satisfying all fixed
claims, the directors, in March last, remitted the second
half-yearly dividend at the rate of 41 per centum per
annum upon the company's consolidated stock, carry-
ing over a surplus of 3,2681. to the reserve fund. Of
the capital account, amounting to 1,994,6661., the accounts
for the year 1,'55 show that there has been expended the
sum of 1,761,708%, leaving a balance to credit of 229,957/.
With respect to the termination of hostilities with Russia,
the report adverts to the beneficial effects likely to result
to the company therefrom. With the opening of the
Baltic ports a carrying trade by the company's steamers
has been commenced, the first boat (the Gitana) having
sailed three weeks ago. It was their intention to run a
boat between West Hartlepool and St. Petersburg once a
fortnight. The quantity of coals shipped and conveyed
during the previous year amounted to 1,196,238 tons, being
an increase of nearly 200,000 tons over the year 1851. The
recent establishment of steam communication between
West Hartlepool and Hamburg had been productive of a
most encouraging result. The declared customs' value of
merchandise goods (exclusive of coal) exported foreign
from West Hartlepool in the year 1855 amounted to
782,739/., being an increase of 515,0301. over the year 1854.
The number of ships entering the docks continues steadily
to increase, the number entering last year being 4,816.
The ten years' contract for the repairing, maintenance, and
working of the company's locomotives having terminated,
the whole of the establishment will in future be curried
on under the management of the company. The desir-
ability of providing the neceeearY buil • and maiiing

,
what imd-,01,1'...iiid-in., titer-boetus-Anti--dootinsents of the.,
company, they believed that James Sadleir and John Sad-
leir conspired together to defraud them with regard to
those shares, and to entrap them into becoming sharehol-
ders. It appeared iu the course of the proceedings that
for the meeting of December, 1851, a balance-sheet had
been prepared, setting forth the accounts of the bank for'
the precetheg year; that this was prepared with state-
tn eats which were totally incorrect, for the purpose of laying
before the meeting a flourishing =count of the concern ;
that at a subsequent period, when John Sadleir was about
getting the shares transferred or sold to the English share-
holders, he got prepared another balance-sheet, giving a
still more flourishing account of the same period, and in
which it appeared that the paid-up capital of the company
was 100,0001., instead of 40,0001. as it actually was, and
that the net profits for the half-year had actually been
only 4,0001. odd.

"Mr. Lawless handed in the original document from
which the balance-sheet was prepared, in the handwriting
of John Sadleir, and it appeared from the affidavit of Mr.
Kelly that that document was banded to him (Kelly) with
instructions to have the fraudulent balance-sheet prepared,
as set out in the document; it was afterwards so prepared,
and shown to the English creditors.
"The Master of the Rolls said that, although it would
be necessary for him to consider the case very fully before
he delivered his judgment, as his order would affect pro-
perty to the amount of 50,0001., he considered it just to
the public to make some statement with regard to the
case. (It was here intimated to his Honour that the order
would affect a much larger amount.) His Honour con-
tinued to say that the property affected could not be more,
because the shareholders could not, under the Winding-up
Act, be charged beyond the amount of their shares, and
the call of 4;1. now made would be the full amount of the
power given under the act, but the liability of the members
of the company to the creditors in another court was quite
a different question. He should carefully consider all the
bearings of the case, because, although the Irish share-
holders might have bean guilty of some neglect in not
looking after the affairs of the company, many of them
were partly innocent. The transactions of the directors
and the parties were tainted with the most extraordingry
fraud, and it seemed strange to him that the Irish
Government had not taken any notice of the case. If
the Government overlooked the facts that appeared upon
the case, he considered that they would be guilty of
very great dereliction of duty to the public. His Ho-
nour then referred to a judgment of Lord Campbell in
2d House of Lords Cases, in which his lordship laid
down the law in such cases to be, that if the directors
of a company, by fictitious means, fraudulently raised
the price of shares in the market by declaring a divi-
dend upon the capital, when in fact there were no profits
out of which to pay such dividend, they were guilty of the
greatest fraud, and would be answerable for it, not only
civilly but criminally, as for a conspiracy to defraud the
public, and such offence would amount to a misdemeanour.
This view was entirely concurred in by Lord Brougham
and several of the other judges in England. His Honour
also said that the official manager had only discharged his
duty to the Irish shareholders, and ho had not any hesita-
tion in saying,whatever opinion he might ultimately form,
that he was not only justified but called upon to place the
English shareholders on the list of contributories. He had
acted perfectly right, bat was bound, of course, as the
shareholders appeared by counsel and solicitor, to repre-
sent the Irish shareholders, which he had properly done.
He had no reason to complain of his conduct. A document
in the handwriting of John Sadleir had been handed up to
him. That was a most important document in the history
of the case ; he wished it to be verified and endorsed as the
document which had been given to the Court as the hand-
writing of John Sadleir. His Honour intimated that he
would consider his judgment, and require from the official
manager all the documents necessary to enable him to ar-
rive at a just conclusion ' • he would not name any day for
giving his judgment, but would give it certainly some day
during the present sittings.
" Mr. Meldon informed his Honour that a dividend
would fall due, and it was important, on thati,,account, that
his Honour's judgment should be given.

" The Master of the Rolls said that no dividend. could or
should be enforced against any of the English shareholders
until his judgment was pronounced."

GOVERNMENT PATRONAGE.

The three Crown Solicitorships on the north-
western circuit are finally disposed of, and the selec-
tion of the parties appointed appears to have given
—what rarely happens nowadays—general satis-
faction. The new officials are Mr. E. Geale,
brother-in-law of Earl Fortescue ; Mr. Thos. Fitz-
gerald, brother of the Irish Attorney-General ; and
Mr. W. H. M‘Grath, son-in-law of Mr. C. O'Brien,
one of the members for the county of Clare. The
salary of each is fixed at 8001. a year.
Apropos of Government patronage, the Kilkenny
Journal ancounces the appointment of Mr. M.
Banim, Brother of the late John Banim, the Irish
novelist, to the postmastership of Kilkenny. The
brothers were joint authors of the celebrated Tales
of the 0' liara Family—a work which must always
hold a high place in the annals of fiction.