The Sun.
London, England, 1858-08-30 00:00:00

BASE INDIA HOUSE,

SPECIAL MEETING—(THIS DAY).
A special general Court of the Company was held this
day, for the purpose of laying before the proprietors the
opinion of counsel upon certain legal points submitted for
consideration by the last meeting, and for the confirmation
of a resolution granting an annuity of £2,000 per annum to
Sir J. M. Lawrance, Bart., K.C.B.
Sir F. CURRIE took the chair at 12 o'clock.
The minutes of the last meeting having been read,
The CHAIRMAN submitted the resolution, granting the
annuity to Sir J. Lawrance, for confirmation.
Mr. ARBUTIINOTT expressed his approval of the vote,
and said he thought the directors were entitled to an ac-
knowledgment from the proprietors, fur the manner in
which the business of the Company had been conducted.
The constitution of the new Council for the Government of
India, augured well for its future prosperity. it was a
source of pleasure to recognise the names of sever of the
gentlemen of the directory in that bsdv, but it was to be
regretted that a gentleman, possessed of such great know-
ledge as Colonel Sykes, was not to take his seeat in the
Council.

Mr. JONES said he disapproved of the policy pursued by
Sir J. Lawrence, and he should move a resolution to that
effect. The bon. proprietor then, at some length, entered
into the subject of the annexation of Oude, and concluded
with a motion to the effect that the words " long and distin-
guished services," which expressed an approval of the an-
nexation of the Punjaub, be omitted.
The CHAIRMAN said such a resolution could not be put
at that stage of the proceedings. The meeting had been
called for the confirmation or rejection of the resolution,
and the hon. proprietor was therefore precluded from moving
any modification. _ _

Mr. LEWIN much regretted the absence of Col. Sykes
from the new Council for the government of India. He
should very much like to know what more the members of
that body would do for their salary of £1,200 a-year, and a
pension of £BOO, than they did at present for their £5OO.
Col. Sykes, it was well known, held strong opinions with
respect to Indian subjects, and always expressed his views
boldly, and to this circumstance he attributed the gallant
gentleman's non-election.
Col. SYKES much regretted that the deeds of Frere and
Chamberlayne had been passed over in silence.
The CHAIRMAN said no slight was intended to any, but
it was impossible to acknowledge the services of all.
The motion of Mr. Jones fell to the ground, and the reso-
lution confirming the granting a pension to Sir H. Lowrance
was agreed to.

THE GOVERNMENT OF INDIA BILL.
The Court was then made Fpecial for the consideration of
the opinion of council upon certain points in the Bill for
the Government of India.
The CHAIRMAN said the opinions of the Attorney and
Solicitor-General, Sir R. Bethell, and Mr. Wigram, Q.C.,
had been received that morning. They were as follows :
Question I.—Supposing that the company, under, the
13th section of the Act of the 3d and 4th Wm. IV, cap. 85,
should give notice for the redemption of its dividend, is
Parliament bound to redeem the dividend at the rate there-
in mentioned out of the Imperial revenues without any re-
ference to the sufficiency of the Indian revenues?
Answer I.—We are of opinion that the 13th sec. of the 3d
and 4th Wm. IV., cap. 85, constitutes a Parliamentary con-
tract with the East India Company, and that should the East
India Company demand the reoernption of its dividend under
that section, Parliament would be bound to make provision
for its redemption without reference to the sufficiency of the
Indian revenues.
Q. 2.—Assuming that the company does not give the
notice provided for in sec. 13 within one year from its being
deprived of the possession and government of the British
territories in India, does the company lose all such claim to
compel redemption of its dividend by Parliament out of the
Imperial revenues without any reference to the sufficiency
of the Indian revenues?
Q. 3.—Assuming further, that the company does not give
the required notice within the year, will the company en-
tirely forfeit its right to demand redemption, whether out of
the Imperial revenues or out of the revenues of India alone?
A. 2 and 3.—We are of opinion that if the company does not
under sec. 13 of the 3d and 4th Win. IV., cap. 85, demand
redemption of its dividend within one year from its being
deprived of the possession and government of the territories
of India, it will forfeit its right to demand redemption of
the dividend ; and the dividend willibecome irredeemable
until 1874, end then will be redeemable only at the option
of Parliament.
Q. 4.—Can the security fund be applied to the payment
of dividend or to any other purpose, without the requisition
of the Court of Directors of the company,according to 3d and
4th Win. IV., cap 85, sect. 15 ?
A. 4.—We are of opinion that under the conjoint effect of
the 3d and 4th Win. IV., cap. 85, sec. 15, and the 21st and
22d Vic., cap. 106, sec. 73, the "security fund". can, upon
requisition by the Court of Directors, be applied to make
good any deficiency in remittances for the payment ?fdivi-
dend;but that it cannot be applied tothepayrnent of dividend
withont such requisition. We also thi▪
nk that upon " redemp-
tion" of the dividend, the "security fund" will be available, and
may be applied to the purposes of such redemption. But
while the " security fund" is under twelve millions, there is
not, in our opinion, any purpose other than the foregoing to
which any part of the fund can be applied.
Q. 5. Does the section 42 ef 21 and 22 Vic., cap. 106, which
enacts that all payments under that Act shall be made out
of the revenuee of India (alone) affect in any manner the
question of redemption?
A. s.—The 42d section of the 21st and 22d Vic., cap. 106,
which enacts that all payments tinder that Act shall be made
out of the revenues of India alone, does not, in our opinion,
affect in any manner the question of redemption.
Q. 6.—ln case of defalcation or loss of any description
arising from the misconduct or mismanagement of the
company's agents in the payment of dividend or otherwise,
out of what funds must such defalcaton or loss be
made good ; and in case of lawsuits or other pro-
ceedings against the company arising out of such occur-
rences, or from any other cause relating to the payment of
the dividend on, or transfer of, the capital stack, would the
expenses thereby incurred fall within the meaning of the
words contained in the 72d section of the Act of the 21st and
22d Vic., cap. 106, viz., " expenses of and incident to the
payment to the proprietors of the capital stock of the
said company of their respective shares of the dividend on
such stock, and of keeping the books of the said company
for transfers and otherwise in relation to such stock ?"
A. 6.—lf the defalcation or loss referred to in this ques-
tion be a defalcation or loss as to the monies provided out of
the revenues of the Indian territories for the payment of the
dividend mentioned in sec. 11 of 3d and 4th Wm. IV.,cap. 85,
and banded over to tne company. for that purpose, we are of
opinion that such loss must tall upon, and be borne by the
company. The sum which, by that section, is charged upon
the Indian revenues, is discharged by payment to the com-
pany or its authorised agent. If, on the other hand the ques-
tion supposes a loss to arise by a servant of the company per-
mitting or making an irregular or unauthorised transfer of
stock, wethiskthat alossof this kind also must fall Npou the
company. The company are charged with the duty of keeping
books and of permitting no treader except in the manner
required by the charter of William 111. In the event of
liability attaching itself to the company for the improper
act of its Fervent, as for example, for a transfer of stock
under a forged power of attorney, a further question would
arise, how is such liability to be made good? The At-
torney-General and Sir Richard Bethel are of opinion that
the dividend and redemption money being appropriated by
statute there would be no general property of the company
to answer any such liability, which would therefore be only
nominal. The Solicitor-General and Mr. Wigram
consider that the £lO lOs. per cent. on six
millions, and also the redemption money of twelve
millions, would, when paid over to the company out of the
revenues of India, and before division among the members
of the company, be assets of the company, and be liable to
satisfy any demands to which the company may remain
subject. With regard to costs of law proceedings
in which the company may be involved, as men-
tioned in this sixth question, we are of opinion
that if the proceedings ari▪
se out of acts of misfeazance or
neglect on the part of servants of the company, the costs
must be borne by the company. On the other hand, if pro-
ceedings are taken against the company as stakeholders
merely, in order to determine the devolution of the title to
stock, or questions of a similar nature, we think that coats
of such proceedings, not otherwise made good to the com-
pany, would be " expenses in relation to the stock" within
the meaning of sect. 72 of the new Act.
Q. 7. With reference to the language of the 17th sect. of
cap. 83, will the East India
the Act 3d and 4th Wm. IV.,
Company be entitled to its dividend out of all remittances
made by the Government of India to the Secretary of State
in Council in preference to all ether charges, including gua-
ranteed interest on railway shares, pensions, salaries, pur-
chase of stores, and the expenses of all establishments in
this country maintained for the government of India ?
A. 7. We are of opinion that the East India Company
will, under the 17th sect. of 3d and 4th Wm. IV., cap. 85,
continue to be entitled to its dividend out of all revenues of
the East Indian territori▪
es remitted to Great Britain, in
preference to all other charges payable thereout in Great
Britain, including the particular charges specified in ques-
tion 7, assuming tbat all of those charges are charges pay-
able in Great Britain.
Q. B.—Supposing the company to be repaid its capital
stock, either on its own demand or by act of the Govern-
ment, would it be competent to the company to use such
capital for the purpose of establishi▪
ng commercial enterprise
of any sort ; and if so, would such enterprise be limited to
trade within the limits of the company's charter, or might
it include other undertakings
Q. 9. Assuming the capital to be repaid, could an indi-
vidual proprietor demand payment of his share of such
capital, without a resolution of the Company granting it to
him?
A. 8 and 9. Looking to the provisions of the 3d and 4th
Wm. IV., cap. 85, taken in connection with the former
acts on the same subject, and particularly the 33d Geo.
111., cap. 52, sec. 74, and the 53d Geo. 111., cap. 155, sec.
4, we are of opinion that the right of the East India Com-
pany to trade was snspended only while the territorial go-
e-ernmeonftte
washir
teconfidedterritorial
ato them, tbe and that upon the
governmenttermi-
nation the right of the com-
pany to trade revives. This right to trade would,
however, be confined to enterprises of the nature
specified in the charters and statutes of the com-
pany ; and, moreover, we are of opinion that, from
the lapse of time and the change of circumstances, it would
he carried on with
not be found that practically trade could
advantage under the present constitution of the com-
pany. With regard to the application of the sum of 12
millions to be provided by Parliament for the redemp-
tion of the dividend, the Attorney-General and Sir Richard
Bethel are of opinion that this sum, When paid, could not
he dealt with in any other manner by the company than
by the payment to each proprietor of the amount of his
share of the capital stock, and that the question—
whether, under the circumstances supposed, the com-
pany should come to any
formal reset ution as to the
appropriation of the money—is immaterial, inasmuch as no
resolution of the compaoy c.en r.ff,:et the right of the pro-
prietors of stock to:their respc.tert,ve. shares of the 12 millions.
The Solicitor-General and Mr. .V!gram consider that this
sum of 12 millions is to be paid by Parliament to the
company, and not to the tudividu?l proprietors of the com-
pany, and that when S 3 paid it would represent and
would be the capital stock of the company, and accordingly
be subject to all liabilities of the company. They also think
that under these circumstances the utmost right of a pro-
p:leer would be to insist that. if the trade of the company
was not revived tlics, . (if any) should be vseer-
tained and discharged and the etirelus capital di% ideJ among
the proarietots accor.Jirg to their respective into-et:sit. With
it pre' to the tat u; of the co :r !nu c,neely,riots io