The Sun.
London, England, 1850-03-29 00:00:00

resist just and undeniable cl)iitne. They could not give one
creditor a preference over4nother, and if any one of them
attempted to enforce his claims with the machinery
og-
the law, the attempt must be resisted, its order 1,4 Ow*
a fair tied equitable distribution of the assets. );1' 'the
company. To come, then, to a practical solutio‘uf then♦
difficulties, it appeared to him to be hardly likely that
an arrangement satisfactory to all parties could be
entered into by those who were personally We
tereated in arty of the lines, and he would'''';'
____
suggest that some disinterested party of influence artike___
station, and having no interest %titterer in the 'disputei'S "et;
should be called in to act as an arbitrator between all the
parties. If this plan did not succeed, then the matter
would become a very proper one for legislative inter-
ference, and indeed their would he no ether alter-
native but to institute a Parliamentary investigation.
It was ridiculous far debenture holders or guarantee
proprietors to think of eeforcing their extreme rights, as
such a course of proceeding could only result in further
lo.s to themselves, and utter ruin to the Caledmeion
Railwey, while, if the matter were fairly and tempe-
rately treated, elements could be found which would ul-
ttenteely yield a return to all parties. Ile sat down by
stating the simple tact that the Caledonian line pos.
bessed elements of a far greater traffic than it
already possessed, and all that was wanted was
increased accommodation for developing it, but, if some
of the threats of litigation which had been held oat to
them were carried into effect, he very much feared that
the working stuck would be so reduced that the tradto
must be rsbavaioned altogetber instead of increased..
Mr. Comsteuoust entered the following protest agWinet
the proposal for dealing with the guaranteed atock:—
" We, the undersigned members of the London come
mittee of holders of ' Caledonian Railway (Clydesdale
Junction) guaranteed shares,' for ourselves, and those
whom we represent, as well as fur all those who may
adhere to us, hereby declare—
" Ist. That with reference to the directors' report es
by nu means acquiesce in, but, on the contrary, strongly
protest against, the adoption by the meeting of the
statements contained in it respecting the Clydesdale
Junction line and Clydesdale Junction guaranteed stock,
as well as the adoption of elks leading principles on which
such report is founded.
" 2d. With re'erence to the resolution in which it is
proposed 'To empower the board of directors to nego-
tiate and enter into interim arrangements fur such modi-
fication and reduction of the preferential and guaranteed
dividends as shall bring them within the limits of the
company's annual free revenue, pending application to
Parliament,' we do hereby protest against the basis
on which that negotiation is proposed, and although we
do not object to the directors being empowered to nego-
tiate, it must not be understood that we thereby assent,
either directly or impliedly, to any modification or re-
duction of the dividends deliberately guaranteed by the
Caledonian Company and sanctioned by Act of Parlia-
ment, nor to any application to Parliament for such mo-
dification or reduction.
" 3d. With reference to the resolution in which it is
proposed, ' That the expenses incurred by the London
committee of Caledonian shareholders be defrayed oat
of the company's funds,' we hereby protest against
the application of the company's funds in payment of
expenses not being debts of the company, and especially
at a time when the Clydesdale dividends and us* un-
doubted claims are due and undischarged. •
" London, March 28, 1850."
(This protest was received with derisive cheers.) The
Hon. Gentleman assured the meeting that Parlia-
ment would never sanction the abandonment of the
guarantees upon a basis of force, but if the Caledonian
proprietary were prepared to make an amicable arrange-
ment, which should secure the interest of all parties, he
for one was not opposed to it. In that state of things
let the matter be referred to the Board of Trade, to
settle the principle and decide the basis upon which that
arrangement should be made. Before, however, they
could be in a position to go to the Board of Trade the
directors must reduce the working expenses., and intro-
duce economy into every department of the company.
Mr. Deere insisted that the principle which ought to
actuate all parties interested in this concern watt that of
co-operation.
Mr. SMITri doubted whether the pressing liabilities
amounted to as much as 800,0001.
Mr. Bono'', a preferential shareholder, thought the
best plan to go upon, now that the facto were before the
world, was that a deputation Iron) all parties should be ap-
appointed to confeawith the directors oualle present diffi-
culties of the concern.
Mr. Wienieters understood that the defunct direction
had purchased shares for 359,000/. which were now net
worth 10,0001., and he called for some explanation on
that subject. He was for enforcing the parties to
refund.
Mr. Deputy Coutar was ready to join any other
shareholders in trying the right to recover. It was
quite clear that a good deal of the money borrowed on
the preference shares was raised by fraud; the late di-
rectors knew at the time that they never could fulfil the
terms of the contract, and he therefore maintained that
the contract was invalid.
Mr. HAIG reminded the meeting that the Chairman
had told them that the books of the company contained
proofs of the guarantees having been carried by means
of fictitious shares. Fraud, therefore, had been
practised by the late directors, and they ought to be
made amenable for their malpractices. Morally and
legally their shareholders were entitled to a thorough
investigation into these preferential and guarantee con-
tracts, and he called upon the meeting to support him in
demanding it.
Mr. MACKMICKAN gave the following results of the
earnings of the guaranteed lines:—The Glasgow, Gana-
kirk, and Coatbridge line earned 51 14s. 2.1. per cent. per
annum; the Par/tarnentary guaraattee was 8 per rest.
The Wishaw and Coltness earned 31. 13a. 7d. per cent.;
the Parliamentary guarantee was 104 per cent. The
Clydesdale Junction earned 3 Bths per cent. without
making any allowance tor the use of the rolling stock
of tee Caleduniun Company; the Parliamentary guarantee
was 6 per cent.
In reply to a quei,tion,
The CliAinmAN stated that since the present board
had comae into office they had reduced the salaries by
3,0001. per annum. The contract for maintenance of
way was for 12,u00/. a year, and it had to run six years
yet. The directors were not at all responsible for the
present accounts, as they were made up by the late
directors to the Slat of December last.
The resolution for the adoption of the report was then
put and carried unanimously. •
A resolution, confirming the forfeiture of 2;5 shares
upon which cells were in arrest., was then agreed to.
A resolution empowering the directors to negotiate
and conclude with parties or companies holding or
claiming guarantees any arrangements for a modifiers-
lion or a redaction of tneir preferential or guaranteed
dividends, was next proposed from the chair.
Mr. ALSTEit moved as an amendment that three
shareholders be selected from the three companies
named by Mr. liseltmckan, and a similar number from
the pr. ference holders, to confer with the directors on
the subject of a reduction of their guarantees, with the
view et reducing them.
The CultamAx had no objection to incorporate the
amendment with the original resolution.
Mr. Mune. suggested that the Berrhead line ought to
be included in the list.

Mr. DunNronD protested against any reduction of the
ter cent. in the 101. prtferei,tial shares, which were
issued at a time when the company was hard up fur
money. _

Several preferential shareholders, one of whom com-
plained that he had t eon duped into purchacing his
shares, dissented from this protest, and agreed to the
appointment of a committee to negotiate a compromise.
The CHAIRMAN stated that legal advice had been
taken on the subject of the preferential shares, and they
appeared to be terfectly legal.
A PROPRILToR asked in what position the guarantees
stood as to priority.
The CHAIRMAN replied that they stood tkus:—The
Garnkirk, the Clydesdale, the Greenock, the Preferential
Stock, the Wishaw, and the Barrhead.

Ultimately the resolution, modified as proposed by th
amendment, was put to the ♦ote, and carried unani.
mously; after which, a resolution was passed, suthorisieg
the directors to increase their number to ten, and Mr.
James Grey, cf Portland-place, Cllapton, was elected to
fill the office so created.

Ou the motion of Mr. DEIN, the directors were au-
thorised to defray the expenses to the extent of 4001., in-
curred by the London Central Committee of Caledonian.
shareholders out of the funds of the company.
Mr. METRE, of Glasgow, was then elected auditor by
a show of hands, in opposition to Mr. C. Borthsvick, of
Glasgow, proposed by Mr. Dean, and recommended by
the Cbairman.

After some squabbling, a poll was demanded by Mr.'
Dean, but Mr. hiure having, in deference to the opinion
of the hoard, declined to serve, the election was lett open
till the next meeting.
A short discussion then took place on the motion to
the effect,

" That the existing arrangements by which third-class
passengers are carried from Edinburgh and Glasgow to
London by the mail train on Saturday evenings be dis-
coLtinued, and that no systematic or pre•determined
work be done on the Sabbath-day on the Caledonian
Rail% ay."
The motion, however, was negatived, and thanks
having been voted to the Chairman, the meeting termi-
nated atter a sitting of upwards of four hours and a halt

1850.
The following is the House List of Governors and
Directors of the Bank of England for the year ensuing
FOR GOVERNORS.
Henry James Prescott, Esq., Governor.
Thomson Hankey, jun., Esq., Deputy-Governor:
FOR DIRECTORS.
Henry Hulse Berens, Esq. Alfred Latham, Esq.
Arthur Edwd. Campbell, Esq Jame Dlalcolmson, L
Edward Henry Chapman, Esq. James Morris, Esq.eg.
William Cotton, Esq. Sheffield Neave, Esq.
Bonamy Dobree, Esq. George Warde Norman, Ecq.
Charles Pascoe Grentell, Esq. John Horsley Palmer, &q.
John Oliver Hanson, Esq. Sir John Henry Pdly. Bart
John Benjamin Heath, Esq. William Ti.ompson, Aid.
Kirkman Dauiel Hodgson,Esq. Thomas Tooke, jun. Esq.
Henry Lancelot Holland, Esq. 'Robert 111 gram Crawf!rd,
John Gellibrand Hubbard, Esq. E
Thomas Newman Hunt, Esq. *Benjamin Buck Greene, Esq.
Charles Frederick Huth, Esq.
N. B.—Tbe gentlemen against whose names an asterisk is
placed, are new candidates for the direction. The election
for Governor and Deputy-Government will be held at the
Bank, on Tuesday the 9th April, and for Directors on Wed.
nesday the 10th April, from ten o'clock in the forenoon till
four in the afternoon.

MANCHESTER TRADE REPORT, MARCH 28.--There
is no change in the goods market since Tuesday. There is
a great difficulty experienced in effecting sales, even small
quantities. Prices are still irregular, and the downward
tendency is still predominant. Domestics rmay be pur
chased on advantageous terms, holders manifestihg increased
anxiety for business. There is a alight decline in the price
of printing cloths. The demand for 36-inch shirting's is
limited, but prices are maintained with moderate firiune,
The yarn market is quiet, and Tuesday's prices arc biro,
supported..