August 19, 1896.]
H. G. BROWN AND COMPANY, LIMITED.
The seventh ordinary yearly meeting of the shareholders in H. G. Brown & Co., Limited, was held on the 17th August at the office of the General Managers, Messrs. Gibb, Livingston & Co. Mr. C. S. Sharp pre- sided, and there were also present-Messrs. G. C. Cox, C. Palmer (Consulting Committee), A. B. Johnson, C. F. Harton, and W. Harrison.
I
CHINA OVERLAND TRADE REPURI.
The CHAIRMAN Yes; most of it has been sold since the accounts were closed. We did not want to write off any loss until we had actually realised a loss. I gaid at the last meeting that there would certainly be a loss.
Mr. HARRISON asked if the item, Banahian cutting, was worth what it stood at.
The CHAIRMAN-It is good, and there will be little loss, if any.
very
There were no more questions. The CHAIRMAN-If there are no more ques- tions I beg to propose the adoption of the report and accounts.
Mr. JOHNSON-I beg to second. Carried.
On the motion of Mr. JOHNSON, seconded by Mr. HARTON, Messrs. G. C. Cox and C. Palmer were re-elected members of the Consulting Committee.
The re-election of Mr. Fullarton Henderson as auditor was proposed by Mr. HARTON, seconded by Mr. JOHNSON, and carried.
The notice calling the meeting was read. The CHAIRMAN-With your permission we will take the report and accounts as read. regret very much that we have once more to come before you with an unsatisfactory report, the results of the working for 1895 being of a very disappointing nature. Thanks to the efforts of the Manila Committee, it had been found possible to curtail expenses somewhat, whilst on the other hand, as was intimated at the last meeting, more attention had been given to
The CHAIRMAN—That concludes the business the development of the local business in rough timber with Manila, resulting in the really before the ordinary meeting. It has been arranged by the Consulting Committee and. outturn of timber shipped to that market ourselves that the resolution to be put before the being very greatly increased, and it was
extraordinary meeting can only be put in case somewhat confidently expected that this the members at the annual meeting signify would result in a fair balance on the right side. their approval of the course proposed. As.a Prices, however, have been poor, and the ship-matter of form I now ask the shareholders ment accounts leave a considerably smaller pro- present if they approve of the resolution which fit than in 1894, notwithstanding the larger has been advertised being put. business done, whilst the net balance of the Laguimanoc accounts is still to the bad, and it seems painfully evident that the Company cannot carry on the business as at present conducted at any profit. The sawmill has
all be
re-
remained closed, and the Manila Committee have had it in view to dispose of this asset when any satisfactory offer is forthcoming: In the meantime, we are given to understand the machinery, &c., has been well cared for. The working of the Company's ves- sels has compared well with that during 1894, and happily we have had no casualties among them to record. You will observe from the accounts that there has been some writing off of bad debts, &c. This has been done in accordance with the recommendation of the auditor in Manila; the items referred to are almost entirely of old standing, and for some time past it had become rather apparent that most of these would not be recoverable, though we had the assurances of our former manager that the debts would almost covered. In my remarks at the last meeting I made reference to the necessity for some writings off, as it has been evident for some time that the debit balance of profit and loss account, heavy as it is, does not represent the exact state of matters, and that there would have to be considerable writings down of most of the assets, as it is very unlikely that they would fetch within a good deal of their book values. This brings me to the question of the present position of the Company and the prospects for the future, and as we have sently to consider matters pertaining to this will defer my remarks till the extraordinary meeting to be held after this. Before proposing the adoption of the report and accounts I shall be glad to answer, as far as I can, any questions that may be put.
I
Mr. HARRISON-In the accounts as they stand the stock of timber in Hongkong, Shang- hai, and the Philippine Islands is put at $24,000. Is that the e actual value estimated P
The CHAIRMAN ~We always carry forward
our stock of timber at cost.
Mr. HARRISON-That is its full value ? The CHAIRMAN-Yes, the full value. Mr. HAREISON-Is there any stock in Shanghai ?
The CHAIRMAN—No, not in'Shanghai; there is in Hongkong.
Mr. HABRIBON-You put it at $24,000. What do you estimate it would realise ?
The CHAIRMAN-I find I have made a mis- take: There is a small stock in Shanghai. If the whole stock was realised it would fetch about $18,000.
Mr. HARRISON-And the loss-? The CHATEMAN-There would be a loss. It |_old_stock-remnants of a good many old hipments to Hongkong..
MI-HARRISON $6,000 would represent the
loss on the stook?
The shareholders approved.
The CHAIRMAN-That concludes the busi. ness of the annual meeting. We will. now constitute ourselves an extraordinary general meeting. Before proceeding with this I would ask shareholders present if they would prefer to hold this meeting in public with reporters present or whether they would prefer the dis- cussion to be private.
Mr. HARRISON-I propose that reporters be present.
The shareholders agreed to the presence of re- porters and the meeting was proceeded with.
The notice calling the meeting was read. The CHAIRMAN-When we met last year, I made reference to the possibility of our being able to bring before you some scheme for a re- construction of the Company involving a re- duction of capital to meet losses already incurred and those estimates by which it was thought possible that the Company, making a fresh start under better auspices, might retrieve some of its past misfortune, but for various reasons it was not thought advisable to proceed with this, one of the reasons being the matter of expenses involved in making such changes, an outlay the Company could not well afford in the state of its affairs; and it was at the same time felt that the prospects of any real change for the better were somewhat doubtful. The results of the further working, as shown in the report and accounts just passed, have given us fur ther data to go upon, and after careful and anxious thought we have reluctantly come to the conclusion that a voluntary liquidation of the Company will be the best course in the interests of the shareholders, and I shall later on have to ask you to signify your wishes as to the propriety of following this course which we recommend to you. It will be evident to you that we have given the business a long trial, as we have been most reluctant to come to the conclusion that a business like this,
which at one time showed such favourable
129
Brown himself was in charge thin found to work smoothly and prosp unfortunately, almost ever since he have had to contend difficulties in every direction, and are now before us in the present high satisfactory condition of the Company's an These are all the remarks that occur to me just at present. Before proposing the resolution. I shall be ready to answer to the best of my power any questions which shareholders may desire to ask, or to hear any remarks they may have to make.
There were no questions and the CHAIRMAN proposed "That the Company be wound up voluntarily under the provisions of the Com- panies Ordinances 1865-1891.
Mr. HARRISON, most of whose remarks could not be heard by the reporters, said his own interest in the Company was very small, and he had no authority to speak for the Manila shareholders; but he would like to second the resolution. The Company had been very unfortunate ever since it started.
The CHAIRMAN Since Mr. Brown left. Mr. HARRISON-Mr. Brown never belonged to the Company. He left when the Company was formed.
The CHAIRMAN-Some time after that the Company was very sound.
Mr. HARBISON-Yes, on paper. Continuing, Mr. HARRISON said that when Mr. Brown was at the head of affairs he managed the business himself on economical lines. He was there himself and he paid the workmen workmen's wages. As soon as the Company started the wages were largely in excess of what they were in former times. After a few years a new man was engaged on the re- commendation of Mr. Brown, and after con- siderable expense had been gone to in getting this man from home, like the famous Duke of York, he walked up the hill and down again. There was no doubt that the Company had been unfortunate since its commencement, and the best thing to do was to wind up the company as quickly as possible. They must accept the best offer they could obtain and must not allow any time to elapse for greater expenses to be incurred. Ho therefore had great pleasure in seconding the resolution.
Carried.
The CHAIRMAN-That concludes the bugi- A ness of the extraordinary general meeting. confirmatory meeting, of which notice will be given, will
Mr. HARRISON hoped the business would be wound up speedily. It was no good waiting while expenses were getting greater.
The CHAIRMAN-I understand that the only form of winding up the Company is to first of all get the resolution passed putting the Company into liquidation, get the resolution confirmed, and a liquidator appointed. Instruc what course must be followed. The confirma- tions can then be given to the liquidator as to
tory meeting will be held on Wednesday foxt- night. That concludes the business of the your attendance. meeting. I am very much obliged to you for
POLO.
The final in the second tournament for Mr.
May's Cup was played off on 11th August. The ground was in very good order after the recent rain. The opposing teams were ---
results, had better be given up; but so far all anticipations of improvement in the results of the working have been falsified and the assets are being gradually frittered away, and in our opinion, whatever hopes may be formed of better results in the future, the unhappy experiences of the past few years unfortu | nately make it only too likely that under present conditions the further working will only lead to further losses and leave less in the end to come back to shareholders if the liquida- tion be longer postponed. I quite believe that under certain conditions there is still money in this business, but handicapped as the Company is and has been we do not think it can conduct the business to pay As intimated at a previous meeting, one of the great troubles has been the want of adequate control over the Com pany's servants, and chief of all has been the difficulty of getting a manager in every way suitable and satisfactory. As long as Mr. Faidiary,
THE CLUB,
Hon. T. H Whitehead (bas Mr. John Hastings. Captain Loveband
Mr. Ross
v.
THE ROYAL ARTILLERY
Captain Burney
Mr. Grayson. Mr. Buzzard.. MrLewin
(back)
The Club were supposed to stronger team of the two, as they the Rifle Brigade and the Rifle.
And the defeated The Gunner Club were not digay good game the subsidi and