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

ins the director: that it was hopeless to boo?: for advice or
assistance from the 90-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. Tneir conduct has been formally
approved by a general ineetiog ; and at a hap meeting
called by Mr. W. A. Coombe, 'held on the 30th April last,
no person could be found to secend a vote of disl,pproval of
any act of the directors. The dead 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 truth 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-
m unerative. What has been don e could no t hav e been effected
at loss 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
gardens have been conducted has been praised by the ma-
gierates 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
on account of the company. Such acceptances were mere
acknowledgments of debts actually due, and could not be
used by the directors iu any way to raise money.
/laving alluded to the past, the directors would now pro-
pose their plans for the 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, 9,5001. To mort-
gams creditors, for work and labour done, 5,000/. To general
creditors about 10,5001. 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 future. If they refuse to do so,
the mortgagees will compel a sile, and the creditors be loft
to the probable surplus.
The directors advise the shareholders no longer to
be managers of musical entertainments. Experience has
taught the 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 bo 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 a ljourn the hearing
of the petition, with protection to the property of the com-
pany, until they can carry oui 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, acid 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, es 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 would have been read
in the regular course of business 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 consider and decide
whether the direct3rs had bean justly charged, and
whether the shareholders were determined to keep the
managemmt 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
his trust. He moved the following amendment :
oniescioesnsaorlythqeusahliafirc,,aht(i)oldnes;shbeeffoorreohnee svhooluulndtaarwilyaitretshige
ndeed-
" That the report of the directors this day road be re-
ceived and approved. That this meeting confirms the pio-
ceeding,s of the previous meeting of the shareholders,
believingu faitimetle thi,hl
das
ealing
ehen
with c
actuatedo conduct of
ro
property
yet hratoy sincereto
icit directors
eso
stuiu,ppea,
t 0
00y
pt, the
me pre-
senttheoitneth a ionptienrieosnt so
fo ft h thee
meeting,
company.eeti
totally
t a
ITI
yh 'That
devoid
(el
of chargestru,th ma,and
and
tagainstiiatth ethaeccudsiaretico!-
no
srs
made against
m otnhiyi u
brought forward by parties whose interests r
eub s
in ta,:adn:ll
opposi-
tion to the shareholders.
Mr. CHAPPELL, the former solicitor to the company,
and the gentleman who drew the deed, seconded the
amendment, from a b tlief that the directors were not de-
serving of the calumny that had been thrown on them.
Lie believed they had been actuated by the best motives
to improve the property.

Dr: LEVER asked it the directors had accepted bills,
and rained money on them by discolnt ?

Mr. CorPocK said he was 03,1 the question had been
put. The directors had made themselves personally
liable at their batilcer3 on a bill for the use of the com-
pany. They owed the money and not the company. It
had been entered into the accounts and when the direc-
tors had paid it they would have claim on the company
for it.

Mr. FLEMING asked if it had been paid I
Mr. COPPOCK said the directors were personally liable
for it at any time, _ _

Mr. FLEMING complained that no accounts had been
supplied .inco December hit.
Mr. VINING askei when and for what the mortgages
for 14,500/. wereeffacted ?
_ _

Mr. JONES, solicitor, said 5,0001. was a mortgage to
Messrs. Scott Cornwall, for completing the buildings ;
9,5001. was for money lent by a client of Mr. Ceppock's
granted on 10th Dec., 1856, and the 25th March, 1857.
SHAREHOLDER—The dividend was paid out of that.
Mr. COPPOOS —No. The dividend was paid out of
the half-year's earnings. (Laughter.)
Mr. VINING called attention to a pamphlet that had
been issued, reflecting on Mr. Coordbe's character
in reference to the investigation ; and he (Mr.
Yining) asked if it were an official production !
He said in;reference to the accounts it was to be regretted
that the directors had not supplied the shareholders with
an account of the receipts and expenditure up to Dec.
last. Following the figures given relative to the bans,
it would he seen that whereas the creditors on loan in
Dec., 1856, was stated in the balance-sheet to be 5,0801.,
it was 10,0001. Ha should eventually move an amend-
ment for the appAntment of a committee of shareholders
to investigate the accounts before the consideration of
the business on the notice paper. He referred to the
pamphlet that had bean circulated relative to Mr.
CJoisabe's conduct, and said that if the state-
ments it contained were true, it would be impossible for
the shareholders to further trust him in this matter.
(Hear bear.)

Mr. Cooatß complained that his letters had been
improperly treated, and that if they were all read, and
not the garbled extract 4, a different complexion would
be pat upon the matter. Some of them were false state-
ments. He complained of its having been sent to him too
late to answer it before the meetieg. He expressed an
opinion that the d icument emanated with the directors.
COPPOCIE said that curiously by the deed of set
tlement, that once a year, the first Monday in April,
the directors should lay before the shareholders an ac-
count of the receipts and disbursements up to the October
previous. He supposed that was done considering the
receipts would arise from the summer season. Tee di-
rectors had kept Mr. C)ombe's letters, and they con-
veyed, as they went along, the feeling that he could do
some good to the company by floriculture. The letters
were in the room and could be produced.
In answer to a question,frotn Mr. VINING,
Mr. JONES said that the Music Ha 1 bad cost about
23 8241., instead of 18,0001., as shown in the last
balance-sheet.

Mr, JONES explained that that was the sum expended
up to that Lime.

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 tied 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. MITCHELL said that the committee of shareholders
had ascertained that the liabilities of the company
amounted to between 27,0001. and 23,0001.
Mr. FLEMING objected to the course proposed, fer by
so doing their meeting that day would be useless. He
was not surprised at the directors jumping at the amend-
ment, because it would allow them to get rid of the diffi-
culty they had to meet—that of vacating their seats.
He then went into a detailed statement of the accounts,
to show that their past mismanagement of the company's
affairs rendered them unfit to continue longer at the
board. He called on the meeting to remove the diree•
tion.
Mr. Corrocx said that in reference to the new direc-
tors proposed, the directors had named one of them, and
admitted him a direc`or, viz., Mr. Todd. The remainder
named were Mr. Spetchley, 8, Dover-road ; Mr. Slater,
Kensingson ; 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 objection to
him ; but with regard to the third, Mr. Coombe, no
power on earth would induce the present diret.wre to
join him.
Mr. SPETCHLEY—ExpIain why I am not qualified.
Mr.. COPPOCK—You bad fifteen shares .registered in
your own name, and ten in Mrs. Spetchle3's name, that
she might have a free admission to the gardens. We
must deal with 'the register, and consequently you are
not qualified.
Mr. SPETOHLEY—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. COPPOGIC said Mr. Spetchley could make the
• ,ransfer, and he would be eligible. There Woull be no