The Sun.
London, England, 1867-05-22 00:00:00

the time of the meeting as little as possible, particu

larly as it was important not to throw any difficul-
ties in the way of the company. It was the difficul-
ties of the company which led to the committee
being appointed to go into the inquiry, and it ap-
peaked that the shareholders were not likely to re-
ceive interest for some time to come. lle reminded
his brother shareholders and bondholders that their
position, as stated in the report, was a matter of
fact ; they were all bound by the concession to the
Sultan's Government, and neither directors nor
bondholders could travel out of it. A power had
been given to issue £250,000 of debentures, instead
of shares, of the company, which the directors bad
put aside to replace the debentures with other
capital when they were paid off. The failure of the
company to raise the capital as originally proposed
and to complete the works had led to the Turkish
Government granting the company three conces-

sions. In the second concession, as he understood
it, the £250,000 bonds were issued in accordance
with the rights of the shareholders. Under that
concession £304,000 in debentures were reserved to
provide for the payment of the £250,000 bondi
whe❑ they became due at the end of five years ; so
that the directors had, so far, taken good care of

the bondholders. From the most careful considera.

tion he could give to the subject, he believed that
the bondholders could not seize the line ; they were
entitled to a certain amount of interest, but it was
not possible for them to take possession of the pro-

perty of the company to satisfy their claim. The
directors had no power to grant to the bondholders
what they were not entitled to. Under the conces-

sions the shareholders had power to present a re-
monstrace to the Government. in case they were
dealt with unjustly ; but he believed that the only
course to Leuctit the company was for all of them
to pull together, bondholders and shareholders.
(Hear, hear.) One interest must not take an
unfair advantage of the other. The debenture-
holders could not claim more than 6 per cent.
interest on their bonds, but it was perfectly
clear that their position was a good one. The
suggestions of the committee in the report were to
the effect that the expenses of the home management
should be at once reduced ; that a strict investiga-
tion be made into all claims aoinst the company,
that no further payment be made to the contractor
until that was done; that a competent person should
be sent out to Turkey to report on the best mode of
developing the traffic ; that it was the duty of the
company and its managers to co-operate with the
Imperial Ottoman Government for the maintenance
and conduct of the undertaking ; to provide for the
legal and equitable interests of the shareholders and
bondholders; and that a permanent representative

should be appointed for Turkey at such remunera-
tion as would enable him to devote his whole time
to the interests of the company. He concluded by
moving that the report of the committee of investi-
gation into the affairs of the company be received
and adopted, and that the report be referred -to the
council of administration to carry it out.

Mr. BROWN seconded the motion.
The CHAIRMAN said he would make a few obser-
vations on that proposition. There was not any part
of the report of the committee which could not be
readily answered. The board considered it unneces-
sary to offer any apologies or excuse for the course
they had uniformly pursued, which had resulted in
the successful accomplishment of the work under-
taken, and the fulfilment of all their engagements
with the Ottoman Government. They felt that they
had, by extraordinary exertions, saved the com-
pany's property from all the risks incidental to an
unfinished undertaking; that they had obtained the
recognition of the Government that the guarantee
of £112,000 a year was due from the Ist July last,
to continue to the end of the term of 40 years ; and
the directors entertained a reasonable confidence
that their negotiations, so inopportunely interrupted,
would have eventually obtained from the Govern-
ment the securities asked for under which the punc-
tual payment of the guarantee could be relied upon.
Ile was prepared to reply to any points on
which further information might be required ;
and having referred to the principal remarks in
the report of the committee, and strongly objected
to the language used in some parts of it, he stated
that they had now all the materials to enable them
to draw their own conclusions, whether by receiving
the committee's report to stultify all the directors'
endeavours to place the company in its proper posi-
tion, and to open a wide field for litigation, which
would, at least, prevent any payments whatever
being made by the• Government, or to disapprove
the unauthorised correspondence with the Ottoman
Government of those gentlemen who would endea-
vour to explain and justify it, by reference to the
results of the inquiry of the committee. It was his
duty to warn them in time that they would see no
end to the litigation which would undoubtedly arise
if they decided to receive the committee's report.
A long discussion ensued, in which Messrs. H.
Clarke, Smith, Kimber, Billings, Fardell, and Morris
took part, in the course of which Mr. Morris ex-
plained that the position of the debenture-holders'
claims for payment of interest and principal was
very different from that stated in the report of the
committee. Ile thought it very strange that the com-
mittee of investigation bad never thought proper to
consult the two committees of bondholders in the
company on the subject mentioned in the report. If
they ha I dune so they would have found that there
was nothing in reality to fall out about. He ven-
tured to say that three business men representing
the interests of shareholders and bondholders would
in the course of half au hour settle the whole ques-
tion. The company was bound to pay its debts, and
to his mind it would not be difficult for committees
of the three classes to meet, discuss the matter, and
agree on some equitable, fair, and just arrangement
among themselves to settle the whole matters in dis-
pute. (Hear.)
The CHAIRMAN moved an amendment to the effect
that the report of the committee be received, but
not adopted, and that the committee be dissolved.
Mr. A. DEvAux seconded the amendment, and it

was carried.
A poll was demanded, when it appeared that the

great majority of the shareholders present had not
odged their shares at the office, in conformity with
the statutes, prior to holding the meeting, and were
therefore not entitled to vote on that occasion.

Mr. H. CLARKE said he believed that only 3,117
shares had been deposited, and said there was one
gentleman in the room who held 10,000 shares in
the company, and who, not having deposited his
shares, could not vote on the question. It appeared
that the mover of the original motion, from the same
cause, was not legally qualified to take part in the
proceedings. The result of the poll was that 11
shareholders, representing 2,625 shares and 67 votes
recorded their votes in favour of the amendment,
and it was declared carried.

The CHAIRMAN agreed to call a special meeting
of the company at the earliest period it could be held
in compliance with the statutes; and to adjourn the
ordinary meeting until after the holding of the special
meeting in question.
The proceedings then terminated.