Dec. 1, 1899,] 
THE TKOPICAL AGEICULTURIST. 
413 
safe investment for the debenture holders. Messrs. 
K. and J. Henderson wish first to give the share- 
holders an opportunity to take tlie debentures, 
because they carry the condition with them tliat 
they can be exchanged for 10 per cent, preference 
shares any time prior to the date of repayment, 
so the sliares may become of great value. Tliose, 
therefore, who lielp the company through tlie 
pressure at the present moment will not regret it 
hereafter. I do not think that I have anything 
more to say, so I will proceed to move the fol- 
lowing resolution : 
"That in lieu of the authority to boirow 
£10,000, conferred upon the directors by the 
resolution of May 27, 1899, the directors be, 
and they are hereby authorised, from time to 
time to borrow for the purposes of the com- 
pany sums of money not exceeding in the 
aggregate £10,000, to be secured by debentures 
charged upon the company's property in such 
manner as the directors think proper, such de- 
bentures to bear interest not exceeding six per 
cent per annum, and to be repayable at par 
at the expiration of live years from the date of 
issue, with the option to the company of re- 
payment, in the meantime, at a premimum of 
£2 10s per cent., upon six months' previous 
written notice, and to confer upon the holders 
thereof : 
" (a) The right to receive notices of general 
meetings of the company, and to attend and vote 
at such meetings in manner provided in the case 
of shareholders by the articles of association of the 
company. 
" (b) The right during the said period of five 
years to exchange such debentures or any of 
"them for fully-paid lOper cent, preference shares of 
the company, notwithstanding the terms of clause 
6 of thn articles of association." 
The Chairman said that he must here ex- 
plain that, according to the terms of clause 6 
of the articles of association, any issue of new 
shares should be offered to the shareholders pro 
rata. As they had only about £4,000 left of the 
preference shares unissued, and they intended 
issuing £10,000 debentures, there would be a 
difference between that sum of £6,000, which 
might have to be issued hereafter. The second 
resolution was : 
" That the direct ors be and they are hereby 
further authorised from time to time to borrow 
upon the security of the crops and produce of 
the company's estates any sums of money re- 
quired for the purposes of tlie company." 
These resolutions were seconded by Mr. Donald 
Andrew. 
Mr. SuMMEEHAYS then said that, as the legal 
adviser of the company, and also as a small 
shareholder, they might like him to make a few 
remarks. From a legal point of view the case 
was an extremely simple one. Here Avas a 
company to all appearances on the eve of pros- 
perity, but in order to make its position abso- 
lutely secure it was necessary to raise a substan- 
tial sum of money, viz., £10,000 to give full 
effect to its powers and to make the most of 
a very valuable property. It seemed the best 
way of accomplishing this object in the in- 
terests of shareholders was by raising money upon 
the issue of debentures which form the first 
charge upon the company's estates. This is a 
case in which the shareholders should first be 
considered, and in which they should have 
the first opportunity of taking up these de- 
>entures, more especially considering the special 
advantages which were to accrue to the de« 
benture holders. It might not suit the views of 
a good deal of the company's share holders to 
add to the present holding of preference shares, 
and for the very good reason that money could 
be raised for the purposes of the company which 
would come in front of those shares, but on the 
other hand, if those shareholders now came to tha 
assistance of the company they were only helping 
towards this, and they got the very best security 
for their money. They got a first charge for this 
relatively small sum of £10,000 upon £40,000, 3« 
that their security, became undeniable. This was 
not all. They also got the special condition of 
being able, while these debentures were accruing, 
to surrender their debentures which gave 6 per 
cent, interest, and taking 10 per cent, preference 
in their place. He could conceive of very few 
securities more advantageous than that which 
was offered in the first instance to the shareiiolders, 
and afterwards to the public. The method of 
procedure was perfectly simple. He might men» 
tion, as a small shareholder in the company, that - 
he was so CQuvinoed' of its being a safe investment 
that it was his intention to recommend it to his 
Indian clients. It was an essential part of this 
scheme that debenture shareholders might ex» 
change their debentures for preference shares, so 
that it was really necessary to alter the sixth 
article of association. However, it was the spirit 
of the thing that was the main principle. If any 
difficulty should arise two meetings would have 
to be held, and then the position of debenture* 
holders would be secure. 
The resolutions on being put to the meeting 
were unanimously adpoted, The chairman then 
proposed a vote of thanks to the staff in Indift 
for their hard work and efficient management. This 
was seconded by Mr. Summerhays and carried 
unanimously. 
On the proposal of Mr. Labouchere, who said 
that, as next year they would probably meet the 
offices of Messrs. K and J Henderson, this was 
the last opportunity the directors might have of 
passing a vote of thanks to the Secretary, Sit 
Wm. Johnston, for the eminent way in which 
he had done his work. He had pleasure in pro* 
posing the vote of thanks. The proposal was 
seconded by the chairman and carried unanimously, 
A vote of thanks to the chairman concluded tnfl 
meeting. — Home and Colonial Mail, Nov, 3. 
GOOMEKA (CEYLON) TEA ESTATES 
CO,, LTD. 
DIEECTOES' REPORT, 
The Direetora herewith bpg to submit the fifth 
annual report and balance sheet for the year end* 
ing June 30th, 1899. 
The accounts, after paying debenture interest 
writing off the balance of preliminary expenses 
out-standing, and paying 3 per cent, on the pre* 
ference shares, show a balance to the credit of pro- 
fit and loss of £.353 2s 8d. Out of this a final 
dividend of 3 per cent, has been paid on the pre* 
ference shares, leaving £203 2s 8d. to be carried 
forward to next year. 
Although considerably better than last year, th« 
result of this year's working has not been as satis, 
factory as hoped for. There has not been a good 
market for medium teas, such ss the Company 
produces, during the year. It is hoped that th« 
young tea now coming into bearing will a44 
