The Sun.
London, England, 1858-08-14 00:00:00

ried on in the same form from half-year to half-year
there can be no difficulty in understanding all the items.
But if any difficulty should exist we will do all we can to
remove it. I stated on a former occasion that the directors
and officers of the company were anxious to afford the
shareholders every information in their power, not only at
the half-yearly meeting but at any other time. During the
past half-year Mr. Giles came to Paddington and inquired
into various maters respecting which he entertained some
doubt; bet the result was that he afterwards expressed
himself fully satisfied. I will only say, in conclusion, that
we have no desire to conceal anything, said that we shall
always be happy to afford the shareholders any information
which they may require. (Hear, hear.)
A PROPRIETOR—What is the nature of the arrangements
as to the Reading traffic ?
The CHAIRMAN—It is to charge remunerative rates by
all the lines, and to apportion the receipts equally to each
of the companies f,r the next seven years.
Major COURT refetred to the statement that there had
been a saving in the working expenses of' 5'28,427, and con-
tended that if they went into tha accounts of the previous
half year they would find it to be only £lB,OOO. It was said
that the object of not paying dividend was to enable the com-
pany to take advantage of the money market, and obtain the
renewal of loans on more favourable terms. That was so far
so good. But the directors further said that some reduction
had already been made in this respect. They said—" Some
reduction in the interest upon loans has already been effected,
as appears from the accounts ; and the directors will per-
severe in every effort to avail themselves of the improved state
of the money market for a further saving in that charge."
That was fallacious, for the accounts showed an increase of
debentures to the amount of £186,000 and more. If, then,
the loans were increased, how was it possible that any pro-
gress could have been made in the reduction of interest ?
A DIRECTOR—In the rate of interest.
Major COURT—There had, it was true, been a decrease in
the current loans of something under £30,000, but that left
a positive increase of more than £150,000.
Mr. SAUNDERS—I can explain that.
Major COURT—I know what you are going to say. You
are going to tell me you paid £270,000 for interest on the one
half-year and £1,259,000 on the other; but that is altogether
fallacious, and only tends to show the unsatisfactory manner
in which these accounts have been drawn out. The fact was
that the accounts were inexplicable, and were intended to be
so, else bow could they place the interest on £10,622,000
at £270,000 one half-year, and the next the interest upon
an amount of upwards of £lOO,OOO more at £259,000

Then the directors said, " the capital expenditure of the
company may now be considered to be practically closed, as
was explained very fully to the proprietors at the last meet-
ing. The accounts for that expenditure show that, while
some of the outstanding balances have been paid during the
half-year, the sums already received for the sale of surplus

property, and for a portion of shares in other companies,
have exceeded the capital payments by about £29,000." He
held that the receipts front the sale of bonds, and what was
received from other companies, ought to have been applied
to the reduction of loans. There was a clear profit without
touching the balance brought over from last half-year of
£16,900, which would give a dividend of 4s. 11(1.a share, and
he thought this was as well in the pockets of the proprietors
as in the bands of the directors, and with that view he
moved as an amendment that the report and accounts be re-
ferred back to the directors for recansideration and adjust-
ment.

Mr. SAUNDERS, the secretary to the company, said the
hon. proprietor who had attributed to the board a misstate-
ment of the accounts must permit him to say that there was
not the slightest foundation of any sort for such charge. The
board stated in their report that the amount paid for inte-
rest during the last half-year was less than the preceding
half-year. What had that to do with the amount the com-
pany had on loan, except that if the loan was greater than be-
fore, and if no more had been paid in interest, it was a benefit
to the company that they should have had a larger amount
of loan, and have paid a less amount of interest. The result
was that in the last half-year of 1857 the company had paid
£270,000 for a smaller amount against £259,000 for a

greater amount in the present half-year. In February a
large amount of interest had to be paid on a temporary loan
at high rates, and it was the force of the money market
that had enabled the board to have a larger loan for a lower
amount of interest. The whole of the interest for the half
year was charged to the half year.
Major COURT said that not only had the amount of loans
been increased, but the average rate of the loans had been
increased.
Mr. SAUNDERS denied the assertion, and could not allow
the meeting to seperate under the mistaken notion either
that the accounts were not honest and not fair, or that the
directors had introduced into the report a paragraph which
was not strictly true. The rate of interest was less, and
the amount of interest was also less than in the preceding
half-year. (Cheers.)
Major COURT essayed to speak again, but was inter-
rupted by cries of " spoke " from all sides. He repeated
not only that the amount of loans had increased, but that
the rate of interest had increased.
Mr. SAUNDERS remarked that the hon. proprietor dis-
puted the saving of X 28,000, and endeavoured to prove it by
going into the accounts of the last half-year. But it was
stated by the chairman at the last half-yearly meeting
that a system was being introduced for reducing the
working expenses, which would come into operation in
the next half-year. That system was now in operation,
and if they compared the expenditure of the establish-
ment for the past half-year with that of the first half-year
of 1857, they would find that they were better off by
£28,429 in the difference of the expenditure between the
two half years. It was true that they had not that mush
greater surplus, because the revenue had fallen off in a still
greater proportion. He might add, that in the six months
of ]B5B they had worked more miles of railway than in the
corresponding period of 1837. The fact, therefore, of the
saving in the working expenses was established beyond a
doubt. Then, as regarded the amounts received from other
companies, the hon. proprietor said it should go to the dimi-
nution of loans. Practically, it did so. But if they advanced
money on preferential stocks the return of that money should
go to the diminution of cost in the accounts. He might add
that nothing had been parted with under par.
Mr. EDWARDS wished—as it was said in the report that
the capital account was all but closed—that a positive re-
solution should be passed by the meeting expressing the
opinion of the meeting that the capital account should be
closed, and in no case reopened without the consent of the
shareholders. He suggested that a portion of the balance
should go to the reduction of the debenture stock. He
could not believe that the accounts were either falsified or
fallacious, as Major Court seemed to suppose; but he
thought that they might be drawn up in a more simple
form, so that all the shareholders might understand them.
Mr. SAKUR complained that the directors had fixed the
day of meeting for the same day as the meeting of the
London and North-Western. It was that circumstance,
he believed, that accounted fur the paucity of attendance
on the present occasion.
The CHAIRMAN said that it had baen always the custom
to hold the meeting on the Friday in the middle week of
August, and on the Friday in the middle week of February.
He had no objection to change the day if the shareholders
wished it, but be was not at all sure if they did so that the
London and North-Western would not change their day of
meeting also.

Sir R. JERVIS, in supporting Major Court's proposition,
expressed his surprise that while everything else was im-
proving, that this magnificent property—(a Voice, " Which
don't pay")—was In a state of bankruptcy. It was owing to
reckless expenditure, extravagant litigation, unwise compe-
tition, and the extravagance of the engineer—a man pos-
sessing transcendent talents, but who had been the ruin
of every concern with which he bad been connected.
(Cheers.) Then at the last meeting, when they were in a
bankrupt state, and their means were failing, and widows
and others who depended on their dividends for their means
of existence were reduced almost to a state of starvation,
£5,000 had been taken away to give to the secretary.
(Shame, shame.) He suggested that they should begin a
system of economy by reducing the salaries of the directors
and the highly paid officers of the company. He advised
them not to forego their dividends but take what there was,
and insist upon a reduction in the expenditure of the com-
pany. (Cheers.) He should cordially support the motion
that the report be not received.
Mr. SABER--What is the secretary's salary now ?
The CHAIRMAN—D2,SOO.
Mr. AVERY, who spoke amid great interruption, cries of
"Sit down,we don't want you," and " Question," remarked
that the way to improvement was not to harp back upon
what was past, but to direct their attention to the future; to
confine the discussion to the affairs of the half-year they had
under consideration, and not to resort to former half-years
and former meetings. The management of the company was
in the hands of men of proved experience and integrity.
011.) He knew some of the members of the board, and
better men of business, better accountants than they were
he knew not in the country. (Fudge.) It might be fudge
in the opinion of those gentlemen who came to maki in-
dignant speeches, and who would not hear the other side of
the question. (Oh, and question.) He had never heard a
inore,kind or satisfactory statement made by the chairman
in moving the report. (Soap.) It was essential they
should have men of honour and high character to manage
thtir affairs, and they had much more in the present direc-
tors and officers. (The meeting would hear no more, but a
perfect storm, accompanied by yells, cries of "rubbish,"
"fudge," and other exclamations, got up.)
The CHAIRMAN appealed to the meeting to hear Mr.
A‘cry now as the best means of facilitating the business 'of
the day.
Mr. AVERY procEeded for some time longer In the endea-
vour to make himself heard, but in vain, and

The RPv. Mr. ncrroLsoN suggested that a policeman
should be sent for to keep the dissentients quiet.
i►lr. AVERY again interrupted, and succeeded in saying

that it was most unfair to bring up the question of the
£5,000 paid to Mr. Saunders.
The Rev. Mr. NICHOLSON complained that some of the
dissentients were insulting him.
Mr. GILES then investigated the accounts, and ventured
to say there was not a fallacy to be traced in them, and sug-
gested that hoe. proprietors should, if they did not under-
stand it, go to the office as be had done, and examine into
the matter, instead of asking questions about necessarily
complicated statements of figures at a public meeting. He
had intended to propose a resolution for closing the capital
account. He wished to know whether the adoption of the
report would commit the shareholders on the subject of
outlay on the Wilts and Somerset line and the West London
line, and as to non-payment of dividend ? He was inclined
to believe that if the directors would consent to the closing
of the capital account the meeting would be inclined to
agree with them in postponing the payment of dividend to
the next half year.
The CHAIRMAN replied that the adoption of the report
would in no way bind the proprietors on either of those
points. There would be distinct resolutions proposed as to
the Wilts and Somerset and West London expenditure, and
also as to the dividend.
Mr. Cox contended that they had nothing to do with the
private character or the ability of the directors, but only
with their public conduct as directors. He held also that
they were entitled to call for information upon all paints
of detail at their public meetings. He was glad that there
was an infusion of new blood in the direction which he hoped
would be sufficient to give it a healthy vitality. He wanted
to know who was to be the engineer of the company; was it
Mr. Brunel, or who ?
The CHAIRMAN—The engineer of the company is Mr.
Bertran. Mr. Brunel is the consulting engineer, who is
roferred to in questions of difficulty only.
Mr. PARTRIDGE was desirous of knowing which was to
be the future manager of the company. He had no de-
pendence in promises. They had bad too many of them
every half-year since he had received S per cent., but they
had all been falsified in the result.
A PROPRIETOR complained that they had no satisfactory
statement of the assets and liabilities of the company. The
arrangement with the Ruabon Coal Company was suicidal,
for it offended some of their best customers for the benefit of
certain individuals, some of them being their own officers.
He wished to know what was the extent of their legal and
Parliamentary liabilities up to the present half-year—if
there were any other liabilities outstanding than those on
the capital, which came down only to the year 1849 ?
The CHAIRMAN replied that the accounts showed that their
liabilities for Parliamentary expenses was £7,291, and for

legal expensesE2,2s6, making togetherf 9,547. In accordance
with an arrangement previously explained, the legal charges
would be paid out of the revenue of the half-year, and the
Parliamentary liabilities were to be spread over six years.
The Ruabon agreement had been brought before the share-
holders some time ago, and was approved of by them. [A
Voice, " Carried by proxies."] Since then litigation bad
been going on in reference to it, which litigation was still
pending ; but they were told it would be decided in Novem-
ber. He held that the agreement had been beneficial to the
company, and produced £40,000 a-year, an amount which,
when other sources of revenue were falling off, he thought
they could not afford to lose. (Hear, bear.)
A PROPRIETOR-But, sir, at what expense do you earn
it

The CHAIRMAN believed it was generally admitted that
no traffic paid better than the coal traffic.
The PROPRIETOR—Mat depends upon the distance.
The CHAIRMAN—Yes, and here we have a long distance
and full trains.
The PROPRIETOR—But you treat the Ruabon Company
very differently from the mode in which you treat me in
regard to charge. You charge me 30s. from Manchester to
Reading. (Oh, oh.)
A SHAREHOLDER thought, as they now came down to
individual grievances, they might as well proceed to busi-
ness, and he hoped after the statements of Mr. Giles, Mr.
Acton, and the Secretary, which completely explained away
the statement that the accounts were fallacious, that the
mover and seconder of the amendment would withdraw it.
(Hear, hear, and cries of " No, no.")
Major Co tritT declined to withdraw the amendment.
A SHAREHOLDER—Had the last call been paid on the
Metropolitan Tunnel Railway, to which you have subscribed
X 35,000 ?

The CHAIRMAN—The amount we have paid on the Me-
tropolitan Railway is £34,000 some odd.
The SHAREHOLDER—Then you have not paid the last
call.
They CHAIRMAN—We had paid the calls in advance.
The SHAREHOLDER held that when they took account
for the £10,060 interest, and other items which were not
legitimately belonging to earnings, their profits from the
last half-year were £3,000 less than nothing. He thought
the charge of £14,700 on:the Shrewsbury lines, which had
been working a long time, was most unfair, and if they de-
ducted that from the profits, it would be found that they
were £20,000 worse than nothing on the half-year. The
working expense of the Shrewsbury lines was upwards of
70 per cent., a fact which, in his opinion, showed that the
coal traffic was not so remunerative as they had been led to
believe.

The CHAIRMAN—The charge on the Shrewsbury lines
had been previously voted for sidings and other works. As
to the per tentage of working those lines, as he had ex-
plained already the competition and the low rates conse-
quent thereon, it was necessarily high as compared with
the receipts.

The amendment was then put and negatived by an over-
whelming majority, only about six hands being held np in
its favour. The original motion was then put and carried
by a considerable majority.
Mr. GILES then moved a resolution for closing the capital
eccount. lie had scarcely expected to have to advocate
such a resolution, because the principle of it had been
affirmed in 1850. He had a right to expect in any railway
that the time would come when renewals and other works
for keeping the lines in working order should be paid out of
revenue. That time bad arrived in the case of this com-
pany. All their lines were completed, and there were no
works required which ought not to be provided for out of
the ordinary revenue. fie moved that the construction
accounts of the whole of the Great Western Railway system,
including the Shrewsbury lines, should be finally closed,
and that no expenditure on account of capital should be
henceforward incurred, except in respect to the payment of
liabilities now existing, without the consent of the pro-
prietors being previously obtained.
Mr. EDWARDS seconded the motion.

The CHAIRMAN—If the hon. shareholder means that the
directors should not enter upon any expensive works so as
to increase the charge upon capital without the consent of
the shareholders I can say at once that they have no inten-
tion of doing so. But I must, as I did in February last, put
one condition en that statement—that is, that works of com-
paratively small importance, entailing but a small expense,
and which may be necessary in order to maintain the traffic
of the company, must be left to the discretion of the board.
But I can have no hesitation whatever in promising that no
works of any magnitude shall be undertaken, and that no
large expenditure on account of capital shall be incurred.
We have shown that we intended to pursue that course
by coming to you to sanction the expenditure for the
doubling of the line to Yeovil and for the construction of
the West London-bridge, which we are under agreement
to make. But it. would be a great mistake to prohibit the
directors from incurring charges which might be necessary
for the effectual working of the line. The only charges re-
maining to capital are outstanding liabilities, but those liabi-
lities prevent our closing the account at the present moment.
We are subscribers to the Metropolitan Railway, and if that
should be made, we cannot close our capital account and say
we will not pay our proportion. I believe the outlay we
shall incur on that line, if it should be carried out, will give
us an ample return, and while the liability exists we cannot
close the capital account. No new works are contemplated,
and I can assure you if you leave the matter in our hands
that no expenditure shall be incurred which you can think
unreasonable, or of which you can complain. (Hear.)
Mr. STURGR considered that heavy work, like the doub-
ling of the line, ought not to fall upon the revenue of one
half-year, but should be spread over the revenue of a number
of years. He could not leave the meeting without protest-
ing against the unhandsome observations which had been
made against Mr. Brunel, the engineer, who was not pre- ,
sent to defend himself.

A PROPRIETOR—Does not Mr. Brunel receive a salary
of £750 a•year ?
The CHAIRMAN—Mr. Brunel receives a salary as Our
consulting engineer, and he performs all the duty that is
required of him. At present he is ill, but his staff performs
all that is necessary.
The PROPRIETOR—But you pay that staff.
The CHAIRMAN—No; the salary includes the whole
charge, as far as we are concerned.
Major BAKER (a director) expressed general concurrence
in the views of Mr. Giles, as to the closing of the capital
account, but if they passed a formal resolution as proposed,
they would tie the hands of the directors and of the company
itself, so that it would be impossible for them to carry out
the reforms referred to in what was called the Walpole
report. Though the time had arrived when there was no
necessity for expending capital for new works of any mag-
ni•nde, there were outstanding liabilities which must be
paid fur out of capital.
Mr. GILES-1 except outstanding liabilities in the word-

ing of the resolution.
Major BAKER
then proceeded to observe that having
been returned to the board at the bidding of the sharehold-
ers he had examined narrowly the conduct of the directors
generally, and he felt bound to say that their chairman ex-
] and jealouely watched not only every £lOO, but
amine(
e,ery £lO expended, and the greatest dare was taken by the
board generally that net a shilling was expended that could
possibly be avoided. Under these cireumstancim he ap-
pealed to the meeting not to shackle the hands of the board
by such a resolution, but to leave the matter to their dis-
cretion, at least for another half-year.
A PROPRIETOR, who said he was an auditor of the most
costly railway coming into London, expressed his opinion
that it would be unwise to pass such a resolution, becausevit
would be impossible for the directors to comply with It to
the letter.

Mr. Guns said a few words in reply. He did net require i
the directors to repudiate engagements actually entered
into, but to tie their hands in times of prosperity (which he
hoped they would see again), in ordr that they might not
be led [May by the flattering state wants of engineers, and
ether interested parties, to 11:1.",i ertake works which would
permanently prejudice t'ieir 'revenue. He bad no fear that
the directors would Lieu: such expenditure in times of
adversity.
The CIIAIRMAX Moue; it, would be an unsatisfacto,ry
mode ofproceeding to pass•lueh a resolution while these were
outstanding liabilities. Pit 1830, when the resolution referred
t 3 was pas4ed, an est:rdle of liabilities was made and a
mat gin allowed beyond i.l, and the capital account was closed
iu thst way.
rilk4.4her etors had no wish to keep the capital
account open lone than was necessary, and he wquid sug-
gest that the meet'
u-
c should be satisfied with the pledge he
had given, and' -
of any mor which he now repe,ted, that no expenditure
Girt should be incumd during the half-year
without tt*.
ruary rex,..'3 j
consent of the shareholders, and that by Feh-
lites of, tc they would propose a statement of all the liabi-
done , e cAnpany, taking a margin beyond, as was
A fiV 0 ; and then, when the actual flgares weref
the
7, be-
f:"e them, of what the capital account actually was,l to
'"areriolde s wished it, the directors would be prepared
close the c ipital account.
Mr. GI! Es consented to accept this pledge, and withdrew
the resolu ,ion. , •
The CI, AinuAN then moved a resolution
holt and Yeovil,
directors to double the line between Eovuea
be
authorising the
£14,000, of
the OW expense of which he (.1
whicb £ ',5,700 was provided fo_rtiginaeillhinewetinther which would be
where it was not re-
Femur ei from another part nt- I
quire 4 and which bad already been paid for, and £3,187 in
IP,