The Sun.
London, England, 1857-10-06 00:00:00

ing the directors that it was hopeless to look for advice or
assistance from the so-called committee of shareholders.
The directors having already, at two separate general
meetings, discussed the formation of the company— the
price given for the gardens and the leases—the mode of
payment (entirely in shares)—the duration of the leases
and the covenants contained in them—have nothing more
to state on these points. Their conduct has been formally
approved by a general meeting; and at a large meeting
called by Mr. W. A. Coombe, held on the 30th April last,
no person could be found to second a vote of disapproval of
any act of the directors. The deed of settlement, which
every shareholder entitled to vote in the affairs of the com-
pany has signed, contains the fullest recitals on all these
matters, and concealment of the troth was neither sought,
nor was in possible. For more than 12 months the ques-
tion of renewal of one of the leases has been in agitation—
the consideration to be given, being the main subject
of discussion, the gentleman who, being a shareholder of one
share, acts as solicitor for a committee of shareholders, and
also as a solicitor for the landlords of one moiety, demand-
ing a surrender of the present lease of eleven years, and an
immediate increase of rental to a very considerable
amount. The directors will submit to the shareholders
whether they who studiously seek to depreciate the value
of their property, asserting at one time that the lease is_
valueless, and asking at another a large premium for its
renewal, can be friends of the company, and whether the
motives avowed are the real ones.
The directors have been charged with having expended
an improvident sum upon the buildings of the hall and re-
freshment rooms. The amount is large, but it has been
actually incurred in the belief that the outlay would be re-
munerative. What has been done could nothave been effected
at less cost,the authorised capital has not been exceeded, and
the directors appeal to the shareholders whether fault
should be imputed to them -for carrying out the original
plan and intent of the company. The mode in which the
gaidens have been conducted has been praised by the ma-
gistrates of the courts for the district in which they are
situate, and the directors have kept up the character of the
gardens in every way.
The directors have been charged with raising money upon
bills of exchange. This charge was only made to prejudice
them with the shareholders, and the parties making it
knew that it was untrue. No money has been raised upon
bills. When persons to whom money was justly owing
from the company wished to have an acceptance for the
amount due, the secretary, by order of the board, has given
such acceptance, payable at the bankersof the company, and
oa account of the company. Such acceptances were mere
acknowledgments of debts actually due, and could not be
used by the directors in any way to raise money.
Having alluded to the past, the directors would now pro-
pose their plans for tbe future. Individually they would
be glad to give up their office, but they do not think it
right to the general body of shareholders to abandon so
large a property to the caprice of parties having little in-
terest therein.
The position of the company stands thus :—lt owes to
mortgage creditors, for money lent, 9,500/. To mort-
gage creditors, for work and labour done, 5,000/. To general
creditors about 10,500/. The directors believe that 25,0001.
will cover all real demands. If the simple contract credi-
tors will agree to accept preferential charges upon the pro-
perty of the company for their debts, there can be no diffi-
culty in arranging for the futurei If they refuse to do so,
the mortgagees will compel a sale, and the creditors be left
to the probable surplus.
The directors advise the shareholders no longer to
be managers of musical entertainments. Experience has
taught them that no company can cope or deal
with the theatrical or musical world. They advise
the shareholders to let their property for an annual rental.
The amount which may be obtained for the Royal Surrey
Gardens will give an ample sum to pay i .terest and divi-
dend for the shareholders, with a surplus fund to liquidate
mortgages and debt. This is the recommendation of the
directors ; if acceded to, they believe it can be carried out
to their mutual advantage. The directors will propose that
the Commissioner of the Court to whom the petition for
winding up is referred, be pleased to adjourn the hearing
of the'petition, with protootion to the property of the com-
pany, until they can carry out the proposed arrangement,
or see reason to abandon it as hopeless.
The directors, by the concurrent testimony of all parties,
and justified by proposals from various persons to take the
gardens and hall, have no doubt that a valuable property
belongs to the shareholders. Under these circumstances
they make this report, and entreat their calm considera-
tion. The directors seek to conceal nothing—the books of
the company have been open to all, aid everything done
is faithfully recorded therein ; they have perhaps treated
the charges made against them too lightly, for they des-
pised the calumny ; but the time has now come when they
are prepared to give an answer, as they always were to
challenge inquiry, and they ask only justice for their acts.
Mr. Coppock (in continuation) then said that the re-
port of the directors, that veoul I have been read

in the regular course of bueiness some quarter of an
hour ago, was now before them. He would move an
amendment, in order to fairly put the question before
the meeting, and enable them to coieider and decide
whether the direct ,rs had been justly charged, and
whether the i=hareholders wore determined to keep the
management of the property in the hands of men of
credit. The present directors were ready to retire for
men of sufficient credit and station, who would not sacri-
fice the interests of the shareholders ; but, believing
there would be a difficulty in finding such men with the
necessary qualifications, ho for one should await the de-
cision of the shareholders before he voluntarily resigned
his trust. He moved the following amendment :
" That the report of the directors this day read be re-
ceived and approved. That this meeting confirms the pi o-
eeedings of the previous meeting of the shareholders,
bdieviug that the conduct of the directors up to the pre-
sent time has been actuated by a sinc3ro desiee to promote
the interests of the company. That the charges male
against the directors of raising money upon bills, and of
unfair dealing with the property of the company, are, in
the opinion of the meeting, totally devoid of truth, and
that the accusations made' a;alqst them are unjust, and
brought forward by pirties whose interests are io opposi-
tion to the shareholders. .
Mr. CHAPPELL, the former solicitor to the company,
and the gentleman who drew the dosd, sec :need the
amendment, from a b ;lief that the directors were not de-
serving of the calumny that had beau thrown on them.
Ele believed they had been actuated by the best motives
to improve the property.
Dr. LENTR asked if the directors had accepted bills,
and raised money on them by disco ant ?
Mr. COPPOCK said he was glad the qieition had been
put. The directors bad made themselves personally
liable at their bankers on a bill for the use -of the com-
pany. They owed the money and not the company. It
had been entered into the acbounte and when the direc-
tors had paid it they would have claim on the company
for it. -

Mr. FLEMING asked if it had besn paid ?
Mr. CoPPoox said the director 3 were personally
For it at any time.

Mr. FLEUING complained that no accounts had been
supplied ..inca December 134. _ _

.ter. VINING asked when and for what the mortgages
for 14,500/. were effected I

Mr. JONES, soli&tor,-said 5,0001. was a mortc,fage to
Messrs.-Scott GYM-wall, for c .caelsting the ;
9,5002, was for money lent by a client of Mr. C sppock's
granted on 10th Dec., 1855, and the 25::,h March, 1857.
A SHAREHOLDER—The dividend WAS pad out of that.
Mr. CoPitea —No. Tue dividend was paid out of
the half-year's earnings. (Laughter.)
Mr. VINING called attentioe to a pamphlet that had
been issued, reflecting en Mr. Coombe's character
in reference to the inve4igation ; and be (Mr.
Vining) asked if it ware an cffioial production;
fie said in-referenca to theaccounts it was to he regretted
that the directur4 hal not supplied the shareholders with
an account of the recApt§ and expenditure up to Dec.
-last. Following the figures given relaiive to the I..ians,
it would he seen that -whereas the creditors on loan in
Dec., 1855, was stated iti.the badence-ehe4 to be 5,080/.,
it, was 10,000/. He ehould eventually inove,an amend-
ment for the app ,intment of a committee of eharehelders
to investigate the accounts before the consideration of
the business on the notice paper. Lie referred to the
pamphlet that had been cireulatel relative to Mr.
,otube'e conduet., and said that if the state-
intents it contained were true, it woeA be impos4ible for
the shareholders to fftrther trust him in this matter.
(l{ear, bear.)
Mr. Coo BE complained that his letters had - been
improperly treater), and that if they were all read, and
not the garbled extracts, a different complexion would
be pat upon the matter. Some of them were false sw,c-
meats. He complained' of its having been sent to bim too
late to answer it before the meeting.. He expressed ae
opinion that the d ,ctiment emanated with the oiracters

Mr. COPPOOK said that eurions'y by the deed of s-t
tlement, that once a year, the fir.,t Monday in April.
the directory should lay bcfore the shareholders an ac-
count of the receipts and disbur-ietnents up to the October
previous. He supposed that was done c.insidkring the
receipts would arise from the summer season. Tne di-
rectors had kept Mr. Coombe's letters, and they con-
veyed, as they went along, the feeling that be could do
some good to the company by floriculture. The letters
were in the room and could be produced.
In answer to a question from Mr. VINING,
Mr. JONES. said that the Music Ha 1 had cost about
23 824/., instead, of 18,000'., as shown in the last
balance-sheet.

Mr, JONES explained that that was the sum txpendad
up to that time. •

Mr: COPPOCK and the CHAIRMAN' expressed their wish
that the committee of investigation should be appointed,
and the meeting adjourned till after their report. They
adm tted they had acted foolishly, but not with disho-
nesty.

After a long discussion relative to certain items
charged and omitted from the preliminary expenses.
Mr. MITOWILL said that the cOnamittee of shareholders
had ascertained that the liabilities of the cowpany
amounted to berween 27,0001. and 28,0001.
Mr. Funtuici objected to the course proposed, for by
so doing their meeting that day wools be uselesa. lie
was not surprised at the direntors jumping at th© amend-
ment, because it would allow them to get rid of the diffi
culty they had to meet—'hat of vacating their seat.
He then went into a detailed statement of the accounts,
to show that their past rnisnianagement of the company's
affairs rendered them unfit to continue 1 ,ng,r at the
board. He called on the meeting to remove the direr
tion.

Mr. COPPOOK said that in reference to the new direc.
tors proposed, the directors had named one of them, and
admitted him a direr or, viz.. Mr. Todd. The remainder
named were Mr. Spetchley, S, Dover-road ; Mr. Slater,
Keneingson ; and Mr. Coombe. With regard to the
first, he was not qualified, having only 15 shares instead
of 25 : the second had, and there was no objecti in to
him ; but with regard to the third, Mr. Coombe, no,
,power on earth would induce the present directors to
join him.
Mr. SPETCHLItY—ExpIain why lam not qualified.
Mr. COPPOCK—You had fifteen shares registered in
your own name, and ten in Mrs. Spetchle)'s name, that
she might have a free admission to the gardens. We
must deal with the register, and consequently you are
not qualified.

SPETcHLinr-:—That's no fault of mine. I gave no-
tice of the transfer, and it was owing to the secretary's
neglect that it ba I not been done.

The SECRETARY said it was not his place to provide
transfers.

Mr. COPPOOK said Mr. Spotchley could make the
transfer, and be would be eligible. There woul Ibe no