1929-11-30 — Page 14

14

obtained by the Society:

THE

· HONG KONG DEVELOPMENT, BUILDING mount lent out and securities

& SAVINGS SOCIETY

>

Contributories Air Indignant Views

SUGGESTED LEGAL PROCEEDINGS

Amount of Loan $100,000 $47,502.18 $75,000

Mr. J. Hennessey Seth, representing the Liquidators (Messr. $12,000 Percy Smith, Seth and Fleming, Ltd.) presided at the adjourned $40,000 meeting of the Hong Kong Development, Building and Savings $4,000

$20,000 Society, Ltd. (in liquidation)-held in the City Hall yesterday after-$8,000

The meeting had been adjourned on at least two previous $185,000 ocensions owing to the fact that nobody present would second the $14,000 adoption of the annual report and statement of accounts presented $7,000 by the liquidators.

hoon.

$41,000

•

At the last meeting several protests were made by contribut-s00,000 tories, who were among the smaller shareholders of the Company, against the recent call-up of $1 per share to meet the demands of creditors, and the Chairman was asked why many persons who Field major blocks of shares had been able to evade their obligations,

$3,000

$101,000

$25,000

At yesterday's meeting. Mr. Leo d'Almada, senr., on behalf of $10,500 $31,000 five of the contributories, presented a series of questions for the Chairman to answer, and one speaker suggested that legal actions30. against the late Directors and promoters of the Company be taken.

The Chairman said that the meet- ing had been convened for October 25 and was adjourned until yester day in order that the meeting be opened for discussion. He formally proposed that Liquidators' report and statement of accounts as pre- sented be adopted.

This proposition wus accorded by Mr. Chung Sa-yuet and was adopted. Mr. Leo d'Almada sald he was very grateful for the courtesy ex- Lendled to him as representing five of the contributories who de- sired to usk certain questions which had been sent to Mr. Seth. He understood that they had been formally considered by Mr. Seth who had prepared what purported to be answers to the questions. Mr. d'Almada continued he would put

e question at a time and accept the answer subject to any reserva- tions that he or the contributories would have with regard to those questions.

APPLICATIONS FOR SITES

Mr. 'Almada's questions and Mr. Seth's answers were аз under:-

1. From the records of the com- pany now in your possession, please stute the actual number of up- plications received by the Directors from persons desiring to obtain the assistance of the company in building houses as mentioned in the

company?

From the records in our posses- sion 1633 persons appear to have applied for sites.

43

2. On what date were the negotia- tions for the acquisition from the Government of the plateau below Jardine's Look Out completed stated in the said prospectus?

I regret I am unable to give the date when the negotiations were completed, but this was probably before December 17, 1929, as there is a reference in the Minute Book to the proposed engagement of Architects on this date.

Mr. Seth remarked he was still looking for papers. If they were in his possession the contributories could have them.

NO RECORD

3. On what date was the grant of the said land made to the company as mentioned in the chairman's speech to the shareholders at the statutory meeting of the company on March 20, 19247

I am unable to give you the date

when the grant of Jardine's Lookout

was made to the Company, as there

is no record in the Minute Book of the date..

4. If no grant of the said land was ever made by the Government to the company will you kindly state from your records the reason Or reasons which prompted the Directors to abstain from applying

for same or the reason or reasons which prompted the Government to refusa to make the grant if such waa the case?

There is no record among the papers in the possession of the

any record in his

Security

6,686 Macao Electrics. 150 China Sugars. 400 Malabons, 50

combined.

CHINA MAIL,

Mr. d'Almada:-That is right. Mr. d'Almada suggested that if Mr. Seth: That was provided Mr. Seth would investigate he for on the advice of the auditors, would find that there was a low my firm.

which required such to be register-

Mr. Chung at this point refered. red to the Articles of Association |

Mr. Seth said that he differed, al-

Shanghai Cottons, 100 pointing out that the Directors though it was a legal point and a Shanghai Docks, 50 had power to burrow money for brief discussion ensued. Orientale, 100 Shang- the purpose of the Company, 29. This mortgage was for à hai Lands, 100 Dairy Could it be thought that borrow- period of six months only. Can the Farms, 2000 Cements ing money and lending it out on Liquidators give any reason why 500 China Lights com- shares was for the purpose of the the same has not been called in, or if the Liquidators have fore- Company? 2,600 Humphreys.

Mr. Seth remarked that Mr. closed or entered into possession by

virtue 10 Hong Kong Binks. Chung

of the powers under the Was practically asking him to reply in a different way

mortgage, why was not the security realised? tu question No. 8. He was not a lawyer and could not give a legal opinion.

bined.

150 Wharves. Government Bonds.

Wor

600 Wharves and 900 Shanghai Docks. Provident, now and old. 500 China Lights Com- .bined.

1,768 Taxis and 100 China Sugars.

Mr. Chung: Well, I suppose. I

am.

Mr. Chang asked Mr. d'Almada if he had come across anything in 175 Wharves and 2,000 the Articles which gave the Direc, Cements.

tors that power:

150 Hong Kong Ropes

Combined.

A DIFFERENT ISSUE 000 Hong Kong Lunda

Mr. d'Almada:-That is a differ- and 100 China Sugars.ent lasue altogether. Peoples Savings Cur- poration.

Mortgage.

4,000 New Engineer ings and 200 Malabon Sugara.

$30,500

5.000 Hong Kong Ropes Combined.

$73,000

sno Hong Kong Lauds.

$50,000

250 Wharves.

200 Wharves. 1,000

Hong

Kong Lands,

$52,500

Mr. d'Almada asked whether $40,000 Mr. Seth had possession, showing whether at any time a grant had been made to the $35,000 Company.

Mr. Seth replied that he took over all the papers that were hand- ed to him, and there was nothing on the records as far as he knew,

$36,200 $35,000 $30,000

Kong

Trams and 100 Hong

100 China Sugars. 100 China Sugars.

100 China Sugars Mortgage.

Mr. Seth: There you are! Mr. d'Almada commented he did not think it was a fair question to put to Mr. Seth,

Mr. Seth-Yes, I am not a law- yer and I don't pretend to be one.

1

SOLD FOR $29,000

The mortgage was called in al- most immediately after the Com- pany went into liquidation, and the quidators have been in possession for some time and endeavoured to realise the security. I am glad to

inform contributories that this pro- perty has now been sold for $29,000 completion to take place on January 18, next.

Mr. d'Almada:-That means that the Company will lose $1,000 on the principal lent?

Mr. Seth-And interest. Still, we are lucky to get something.

24. Will you kindly furnish us with a list of shareholders whoi have paid the first call of $1 after the winding-up?

15. Did any of the Directors

Copies of the Liquidators ac- (members of the finance commit- tee) personally accept his share count filed with the Registrar of of responsibility for the loan Companies have been forwarded to und/or guaranteed the same? Mr. Leo d'Almada from which the

The answer is in the affirma-information asked for can be ob

25. Will you kindly furnish us answer is in the please

their with the following information. give

(a) names of all Directors who were appointed from time to time since the formation of the company.

tive.

21.9

16. If the affirmative, nomes?!

If the above list should be cor- it will you kindly furnish

th the names of the borrowers, Mr. Chung So-yuet:-Arising out the respective dates when such of your replies to questions 1-toans were made, at what rate of you have absolutely na record of interest and the period of such any grant having been made. loans respectively? Everything points to the fact that From the list supplied it is not possible to give the information

no grant was ever made.

SOME SORT OF GRANT

Seth replied that al period the Managers had 1 talk

Mr.

eng

Mr. Fred Ells.

17. Please furnish

us with a

Itained.

answer these

detailed list of all contributions (b) dates of such appointments (c) made, by all the Directors from dates when such Directors or any time to time to the company from of them resigned or censed to act Its inception to the present date? as Directors by death or for any

other reason? List of contributions is open to naked for.

A list of Directors had been Inspection.

drawn up from the records of the LIST OPEN FOR INSPECTION 18. Grants from the Govern Company, but owing to pressure of 10. If such list should be in- ment were made to the Company work in getting out the Informa | about an extension on favourable currect, will you kindly furnish in respect of Inland Lot No. 2454tion necessary to

terms, and therefore it had to be us with a correct list with the and Inland Lot No. 2520 (exten-questions I have not yet had time assumed that there must have been particulars asked for in question ston) situate in Wongnelchong into compare the list with the file July and November. 1924, respec kept by the Registrar of Companies. A correct list showing outstand-tively. Can you tell us the rea-

MIL BLAKE AS DIRECTOR cords so far, no grant seems to haveing at December 31, 1924, and son or reasons why the Directors

Mr. d'Almada pointed out that inj build thereon, notwiththe list drawn up carried up to date with particu-did not

Mr. C. E. H. lara of loans and repayments has standing the fact that certain ap Beavis far a

Was appointed on Oc- been drawn up and is open to in-plicants for sites thereon had paid tober spection.

their respective premta therefor? to Mr. Chung: I don't suppose you

11. If, after auch loans were I regret I am unable to ascerMr. D. H. Blake then acted for have found from the accounts of made, the shares or any of them tain why the Directora

did not Mr. Beavis. Could Mr. Seth say the Company any premiums paid? depreciated in value, what were proceed with the development of how Mr. Blake was appointed with

the steps taken by the Directors Inland Lot 2454 and Inland Lot out the qualification shares? to obtain further margin or to 2520 at Wongneichong. cover?

|

some sort of grant.

Mr. Chung-But from the re-

ever been made?

Mr. Seth-Not yo

know.

-No.

Mr. Chung-So that would point to no grants having been made?—

Quite 80.

6. What was the

I

amount pay-

3.

MR. F ELLIS ABSENT

20, 1923, and censed nct in November, 1926.

Mr. Seth said that he could not do so, and when Mr. d'Almada sug-i

I presume the Directors took 19. Frederick Ellis, the manng-gested that Mr. Blake acted as a what steps they considered neces-ing director of the company, had locum tenens, Mr. Seth agreed, ex- able to the Government for premium ary to obtain further margin on 80,000 shares of the company and plaining that there was provision under the 40 years' lease in the the loans, as from the minutes it has been absent from the Colony for an alternative Director.

would appear they were pressing since June, 1926. Directora event of the

obtaining

What, steps

26. Were any shares belonging auch a grant for the said land?

the Managing Director to take have been taken by the Directors to the Directors above-mentioned to,terest.

steps to protect the Company's in- or Liquidators respectively to ns-transferred out of their names prior

certain his whereabouts or to re- Įto liquidation? Mr. d'Almada:-Arising from cover the first call of $1 per share that answer I take it that you are due by him after the winding-up? satisfied from the minutes which you mentioned that the Directors by the Liquidators to recover the No legal steps have been taken had practically laid all the blame first call of $1 per share due from on the Managing Director? Mr. Fred. Ellis, the Lite Manag

Mr. Seth-Well, they certainlying Director, as from enquiries looked to him to protect the Com-they made, his financial position pany's interests.

If this question refera Jardine's Lookout, I regret I am unable to reply to it, but if it re- fers to Inland Lot 2454, etc., at Wongnelchong. the premium paid to the Government was $8,200.

Mr. Les d'Almada:-I am sorry, the, question was regarding Jar- dine's Lookout.

Mr. Seth:- was not quite sure.

FINANCE DEPARTMENT-

G. Give the names of the persons (Directors) who were appointed to manage

control what the

or

Mr. d'Almada:-I assume that.

LOANS REPAID

The answer is in the affirmative. 27. If so, please furnish the dates of such transfers and the consideration therefor. inspection but I am unable to state Dates of transfer are open to the consideration given.

SHARE TRANSFERS does not warrant the incurring of 28. Please also state whether heavy, legal expenses. This atti- any large blocks of shares (for tude. I may add. has been adoptred within six months prior to the instance, over 100) were transfer- ed in consultation with the larg

liquidation? est creditor.

12. If any of auch loans were repaid, can you give us the date

Blocks of shares of 100 and over chairman stated at the first ordinary made and by and to whom they was not a full answer. Could Mr. prior to the liquidation.

or dates when such payments were

M. d'Almada said that that were transferred within six months general meeting on January 17, 1925, to

Seth say be a finance department were made?

if the Directors had 29. What was the amount paid of the society?

Dates of repayment are shown taken any steps in the matter? to the architects for surveying fees in the statement referred to in Mr. Seth replied that the Direc- and for the lay-out plans in respect not show by and to whom they Company went into liquidation, reply to No. 10. The records do tors had по power as, once a of Jardine's Look Out?

were made.

The following gentlemen served as members of the Finance Com- mittee:-Rev. Father L

Robert,

Mr. R. Shewan. Mr. H. A. Cart- wright. Mr. C. E. H. Beavis, Mr. Chau Shiu-ki, Mr. Sam Pak-ming, and presumably, Mr. Fred Ellie, Managing Director.

son or reasons why

if he would kindly look into the re- the loans, can you state the rea-on behalf of the company, on the cords and let him know whether Mr. Robert Shewan held the re- quired number of shares to qualify

him under the Articles of the As- sociation.

Directors or by the Liquidators? were not taken alther by the of the articles of Association?

1

No powers appear to have been have not been taken to recover not registered with the Registrar of a judgment and dividend paid |

delegated to the members

of the

loans AB

Judgment was obtained against their powers ceased. There was the Company for $86,765, the Ar- 13 and 14. In cases where such no call before liquidation. chitects eventually agreeing to ac steps have been taken by the for inspection the agreement of payments were not made, what 20. Will you kindly produce cept $66,765, Directors or

Mr. d'Almada:-From the re- by the Liquidators October 18, 1923, made between cords of the Company can you tell Mr. d'Almada asked Mr. Seth legal steps were taken to recover and Denis

against the borrowers? If no Frederick Ellis of the one part me if that actual amount has been

Henry Blake, trustee paid already?-No.

It is still a claim against the such steps other part, mentioned in article 3 Company?—Yes.

30. If such payment was made I have here A draft of the by virtue of any written agreement The Liquidators sold such socur- Agreement referred to and it is between the company and the Ar- ities as were realisable, and have open to inspection.

chitects, will you kindly produce 7. What were the powers, if endeavoured to collect what they AGREEMENT NOT REGISTERED the agreement for our Inspection any, given to such persons by the could from debtors. Legal stepa Board of Directors as a body?

and perusal? 21. Why was this agreement

The claim was admitted by virtue the Liquidators are of Companies when the Memoran on the amount 'agreed. Finance Committee, who acted in an satisfied, it would be a waste of dum and Articles of Association money." The liquidators are en-

Mr. Seth:-I am sorry, but I have advisory capacity. The powers of deavouring to compromise with

were filed? the Directors are clearly set out in debtore where possible rather than sity to register the Agreement as a correct answer to the question.

no agreement. There was apparently no neces- Mr. d'Almada said that was not Liquidators stating whether the Articles 119 to 125 of the Ardelas take extreme measures because, fait was adopted on the incorpora- He wanted to know if any agree- grant had ever been made or that of the Association, which give the their opinion, it will be more bene-tion of the Company. the Government had refused to make

Directors power to raise, borrow ficial to the Company.

ment was entered into between the and to invest, lend and otherwide Reference to a grant was

Replying to another question by why a mortgage of $30,000 lent on they were depated to make a survey 22. Can you state any reason Company and the Architects before, made by the Chairman at the deal with any moneys.

Mr. d'Almada statutory

as to what loans the security of section "C" of Inor draw up the plans. meeting

Mr. d'Almada said he was very were recovered by the banks them-land Lot No. 151 to one Mah Pak held. March 20, 1924, when he stated much obilged for the answer an It selves, Mr. Seth said that shares mul was not regiatered with the respondence, but it would take time Mr. Both replied he had some cor that the original area of 29.47 acres

led to something else.

were deposited in one, had been increased by approximate-

two or Registrar of Companies as requir- to look it up. three banks and were sold, the ed by law and why the Liquida- ly five times, and later stated that

8. If the reply to question No. for to the Company.

amounts received being accounted tors have not, up to November 14, position to give that information at Mr. d'Almada:-You are not in a certain members of the Governi

7 should be "general powers" can cases we sold and the proceeds such against the property at the ment had visited the site with

1929, registered their names as present?--No. members of the Board, and decided you tell us whether the same in were paid into the bank."

SHARE CONTRACTS upon the extension or favourable

Land Office? cluded borrowing powers for the

81. Please produce for Inspec terms. At the same meeting the lead the same out at a higher purpose of borrowing money to

I do not know of any local law tion all contracts by intending Chairman stated that no grant had rate of interest than the interest been

Mr. d'Almada anked If it had which requires a limited Company shareholders to take shares of the been made of land upon which payable by the company on such majority of persons who had bor Companies a mortgage deed upon

considered whether the to register with the Registrar of company? Chinese houses could be erected. I leans on the security of shares in rowed money from the Company which the Company has advanced

(Continued on Page 15.) am not in a position to state whe- the local or other markets? were men of straw or not money, and as the Liquidators ther the Directors abstained from

I am not prepared to express an applying for this site but, at a

Mr. Seth repiled that if their held the deeds relating to the pro- opinion as to whether the powers securities did not cover their perty in question as mortgagees, Board meeting held on October 28, conferred on the Directors em loans, he thought it would be very appears quite unnecessary to 1925, the Chairman stated We powered them to borrow money in doubtful if they could get register their names against the had only received nine or ten pay order to land out, at a higher rate much back. If Mr. d'Almada property at the Land Office The ment $1,000

temporary of Interest on the security of referred back to deposit. In the circumstances Itahares,

December, appointment of the Liquidators was decided mot

1925, balance sheet he would will be registered by the purchas We have reason to belleve see there was reserveer when the assignment - of this that the following are

4hgainst doubtful debts of $850,000, property is executed.

DIE.

TO

BORROWING POWERS:

..

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