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4 corrections, most recently by doug.butler - Show corrections

BEAN BROTHERS (LIMITED) IN LIQUIDATION.

A meeting of the shareholders in this company was held at the offices of Messrs. Mann, Thornton, and May on Monday afternoon. March 28. The meeting was called by Mr. C. Schlumberger, the liquidator,

and was to consider his report of what had been done during the past year towards liquidating the com pany's affairs. There was a very large atten dance of shareholders, as a considerable degree of dissatisfaction had been caused by the liquidator having recently, and to some extent unexpectedly, made a call of £1 per share on the shareholders. Several of the old directors were present; and it was mentioned during the course of the meeting that they held nearly one-half the shares now deemed to be good in the company. On the   other hand, it was stated that the country share- holders, who attended in large force, were personally and by proxy in a position to more than outvote the old directors in the event of any opposition being raked to the appointment of some one else to assist in the liquidation. Mr. Rankine, who was voted to the chair, said they had long looked forward to a termination of this un- fortunate speculation in connection with Bean Brothers (Limited), and he was sure the shareholders would be glad to hear the statement from the liqui- dator. Mr. a Schlumberger, the liquidator, then read the the following statement :— In pursuance of the Companies Act, 1864, I have called a meeting of the contributaries of Bean Brothers (Limited) at the end of-the first year of the liquidation, March 15, 1884, to March 15, I885. As shown by the balance-sheet which I lay before you, the actual liabilities of the company are £2,007 1s. 3d. To this amount must be added the balance of law costs, &c, which has not yet been rendered to me, several of the cases in the hands of the solicitore of the company being still pending. After repeatedly endeavoring to collect the moneys due to the company by the shareholders and by other debtors without having recourse to law, I have had to place matters in the hands of Messrs. Mann, Thornton, and Bay, the solicitors of the company, with instructions to take proceedings towards the recovery of amounts not paid. I was compelled to do so in eighty-two cases, but of these forty-three have either been with- drawn on payment of the amounts due and costs, or settled out of court as soon as summonses have been issued. In a few of those above cases I bave given defen dants some facilities tor paying their debt to the company, and I must state that I have never bad to regret it. In one case only there is a balance due to the company at the present date, and I fed certain that it will be paid very shortly. Several cases resulted in verdicts for defendants, as I was unable to prove the notice of allotment. The de- fendants, among other things, swore that they had never received any notice of allotment, and as Mr. W. H. Bean was not there we had no means of contradicting their assertions. The three last cases — two v. W. H. Bean and one v. A. Bean — were by far the most important and resulted all three in verdicts for the company. The action against Mr. A. Bean was for balance due to the company for advances made by the company on wool sold in London through our agents; it resulted in a   verdict for the company before the Local Court. Mr. A. Bean then gave notice of appeal; but after nearly three months when the case came before the Full Court the appeal was not granted. Execution was at once issued, but when the bailiff presented himself at Mr. A. Bean's residence another bailiff was already in possession for rent due to Mrs. A. Bean. I then procured a warrant, but Mr. A. Bean was nowhere to be found during a fortnight. He was absent at that time either in the country or in Melbourne. Prior to his return he called a meeting of his creditors and got a protec- tion order, so that nothing could be done against him. I attended the meeting, and, as advised by Mr. Thornton, refused to agree to an assignment, the balance sheet produced by Mr. A Bean being totally unsatisfactory. Offers were then made to me, and I was asked whether I would feel disposed to sell the claim of the company against Mr. A. Bean. I was first offered 3s. od. in the pound, then 6s. and 7s. 6d., and lastly 10s., at which offer, by advice of Messrs. Mann, Thornton, and Hay, and after consulting Mr. Rounsevell, I closed, feeling certain that I was acting in the interest of the shareholders; the 10s. in the pound to bear on the costs of the action and appeal as well as on the principal of the claim. The first action against Mr. W. H. Bean in the Local Court, was for balance due on calls on shares; the second   action, in the Supreme Court, was for balance due by defendant on his chaff speculations. Both re- sulted in verdicts for the company. Unfortunately Mr. W. H. Bean had already left the colony, and nothing more could be done. Prior to the first action coming before the court I did all in my power to keep well informed of the movements of Mr. W. H. Bean. On the Thursday, May 8, 1884, as the case was called, his solicitor applied for an adjournment on the grounds of his client's ill-health, and the court granted it notwithstanding the opposition of the company's solicitor. On the Following day (Friday) I met Mr. W. H. Bean, and talked to him about his health. He told me he was very unwell, but was anxious to see the case we had against him decided one way or the other, and trusted he would be well enough to appear next time the case was called on. That same evening at 11 o'clock I was informed that Mr. Bean's furniture had been taken away from his house during the evening;, and that he was stopping at the York Hotel, intending to leave for Melbourne on the following day. Early on the Saturday morn ing I signed an affidavit to the effect that Mr. W. H. Bean was going to leave the colony. A warrant for his arrest was obtained from the judge, and I spent the Saturday afternoon at the Port with one of Messrs. Mann, Thornton, & Hay's clerks watching for the defendant. We did not find him, and two days after I heard that he had left on the Friday evening at 10 o'clock by the overland route. Since then, and after the case before the Supreme Court had been decided in favor of the company, I re- ceived two letters from Mr. W. H. Bean. In answer to the first, and after taking Mr. Rounsevell's advice, and consulting with Mr. Mann, I wrote to Mr. W. H. Bean urging him to come back , and stating that after what had taken place I would have to bring him back if he did not come of his own acoord. His second letter, dated Melbourne, 31/10,84, promised a speedy return, but he has not kept his promise, and a few days ago he was still in Melbourne. Since that time, and after talking over the matter with some of the sharebolders whom I had occasion to meet, I almost made up my mind to instruct Messrs. Maim, Thornton, & Hay to take the necessary steps to have him brought back, which could only be done by having him adjudi- cated insolvent, thus obliging him to surrender within a certain day or allow as to have him brought back. But after carefully considering the matter, and repeatedly getting information from Melbourne, and after consulting Mr. Rounsevell and Mr. Mann, I did not feel justified in spending about £200 more of the shareholders' money where there was no return whatever to be expected. Accord- ing to all information received by me Mr. W. H. Bean is actually in great difficulties, and I firmly believe that he has no money   whatever but what he may now and then earn by some commission business or other. How- ever, if the shareholders wish me to bring him back under the present circumstances I shall at once instruct Messrs. Mann, Thornton, & Hay to take the necessary steps, and do what can be done towards giving satisfaction to your wishes by bring- ing back to this colony Mr. W. H. Bean. Almost immediately after the beginning of the liquidation I succeeded, with the assistance of Mr. Rounsevell, in finding a buyer for the property in Grenfell street, in which the business had been carried on, and on which the company had a right of purchase. An offer was then made to Messrs. Bean Brothers, owners of the said property, and they accepted it. The difference between purchase and sale prices left a profit of about £225 to the company after paying the commission on sale to the broker, and the interest on the mortgage of £4,500 on the freehold part of the property during the time it belonged to the company. When this sale was effected and the £1,800 purchase-money was paid over to Messrs. Bean Brothers no judgment had as yet been given against either of them, so that there was no possibility of withholding such money. I can, however, assure the shareholders that a very small amount of that money ever got into the hands of either of the partners of Bean Brothers, as most of it had to be paid by them at once to avoid serious difficulties. Mr. W. H. Bean especially cannot possibly have gone away from Adelaide with more than £100 of that money. The amounts actually due to the company by shareholders or other debtors are very large. They amount to £6,008 14s. 5d., but unfor tunately most of them are bad debts. The above total may be divided as follows:—Good debts, £406 6s. 5d.; doubtful debts, £145 10s. 3d.; bad debts, £6,116 17s. 9d.; total, £6.668 14s. 5d. I believe that all the debts which I have placed under the heading of "good debts' will be collected, and that about half the "doubtful debts" will be   available for the liquidation. As to the "bad debts," I regret to have to state that there is very little hope of collecting more than one or two hundred pounds out of the six thousand. Several firms who were dealing in wool and other produce with the company were all allowed too great facilities for the payment of their purchases, notwithstanding the instructions of the directors, which were strictly "Cash before delivery." In this case the fault lies entirely with the two managers, Mr. W. H. Bean and Mr. C. T. Bean. The claims of the company have always been proved on the estates of all those of the debtors who have gone insolvent or made assignments, but, unfortunately, in eoine cases it has been done too late, as only in one instance was a proof of debt sent in before I was appointed acting manager of the company in January, 1884. Mr. W. H. Bean is naturally the biggest debtor of the company, the balance of his account, including share account and hay account up to the 14th inst. being £2,861 11s. 1d. Mr. G. T. Bean also figures as a debtor of the company for £75 for rent of offices. Part of the offices of the company had been let to the Adelaide and Port Darwin Sugar Company and to the De Lissa Pioneer Sugar Company, but when the amount of the rent (£37 10s. for each company) was claimed by me from the companies, I found out that Mr. G. T. Bean, the secretary, was alone responsible for it, as according to the agreement between him and the said com- panies he was to find all office accommodation. As Mr. G. T. Bean is in England, and is not likely to return to the colony, no steps have been taken as yet for the recovery of that debt. The other debtors are mostly shareholders, and a list of same is at your disposal. A few more small debtors are totally un- known to me, and for some others there is no possi- bility of proving before a court the claims of the company, owing to the careless way in which most of the bookkeeping of the company was done. From the first day of the liquidation I have done my best to collect the moneys due to the company as rapidly as could be done, and have only had re- course to law proceedings when compelled to do so, in order to keep down the law costs. But you all know how times have been hard, especially for farmers during the last fifteen months,   and in many cases I have had in the interest of the company to grant time for pay- meat rather than press the debtor too hard, and thus perhaps place him in very serious difficulties. I must also state that in the expenses of the first year, of the liquidation are included many items which refer to the time when the company was not yet in liquidation, such as accounts from our carrier and our Port agents; also all the com- mission accounts of our agents, some of them which had been due for months. I had also to settle many old accounts for repairs in the store of the company, goods bought by the company and which had never been paid for, and lastly advertising accounts in the country papers and town papers. The Lantern account amounted to £54, through Mr. W. H. Bean's negligence, and all I could do was to get it reduced to £30. The expenses of the liquida- tion itself, leaving aside law costs, have averaged about £7 per week. If all the shareholders onwhom I believe the company can rely for the payment of call due this day pay the moneys due by them to the liquidation, and if the good and doubtful debts are collected, as I have stated above, there ought to be from 5s. to 8s. per share to return to the shareholders at the time of the settlement of the contrlbutories between themselves. But I cannot at present make any positive statement in the matter, so all will depend on the way in which the moneys due to the company will come in. In con- clusion, I wish to state how much I have to thank Mr. Rounsevell for his kind and constant advice, and Messrs Mann, Thornton, and Hay for the way in which they have helped me through the difficul- ties of this liquidation, which was far greater than

most of you may think, owing to the manner in which the business had been carried on by the first manager, even in its most important parts such as allotment of shares, settlement of accounts, sales, &c. I have, as Mr. Rounsevell can inform you, renewed my guarantee policy for £1,000—P. C. Schlumberger, Liquidator. Mr. W. H. Bean's letters were as follows :— Mdi.ounie, <K!tober 10,1854. My dear Sir—l should lute written yon ere this, but there have been extenuating circumstances. Through illness and applying myself when wen enough to canvassing lor some occupation, time has rapidly passed away. 1 note the company's action has been settled; it real]/ mattered not which way so tar as I am concerned in one point of view. If I'd had the courage, or rather il I had not been possessed with a, sort of fata* modesty, I should have fully explained my position lonssince, but I could not bring my mind to do so. However, it is weD known no*'. Some are doubtless under the impres sion that I have means; such is unfortunately not toe case. I earnestly wish it was so. Toe pro ceeds of the sale of GrenfeH street property, in cluding my share, were pledged long before the sale. It was useless to can a meeting of my creditors, because I had nothing to put before them—no proposal to make and no estate or property what ever to assign. If I return even now, which lam willing to do at any moment if ttw^piit frfvinaMf*, 1 can only say what I eay here; but the worst of it will be that I (shall receive a number of summonses from shareholders to whom Hack, for the sake of his commission, gave guarantees. I should then be compelled to declare mvsdf insolvent, which doubtless would be the best thing for me to do SOU there remains a ilif^-l'nati"* 1 to further exposure; and as things are so fearfully dull in South Australia I see no prospect whatever of getting into any business or situation ; M-nile here the dust season is commencing, and I have a good prospect of getting into a. capital situation. I invite the strictest enquiry by those interested into my circum stances, and will supply any information desired. Hie shares I bold are worse than value less.! There is a P.R. claim of 400 square miles of country near Mount Finke, which I hold, but cannot longer pay the rent. I beard some time since that some conntr; in that neighborhood cold at £A and £6 per mile. If on enquiry you find it valuable yoa can continue the P.8., or take a lease for twenty-one jears; the former will cost iE2O per year, the latter i_SO per Tear. I could once have sold it to good advantage. Winding up the company of Bean Brothers (limited) has evidently tuned ont, as I told you it would, a great misfortune for all con cerned. Friends have been very good to me, but of coarse this can't last. lam now, however, daily ex pecting an appointment; have been doing little or nothing for some time put, and what with illness, rheumatism, and uncertainty have been perfectly wretched, although try not to show it I would return at once if I could get anything; to do, just to show that I have no desire to evade creditors. Of course it would be absurd for me if I had means and wished to evade them to remain here. The fact is I do not know what to do or how to live unless I with little delav get some permanent em ployment. It is with difficulty I write, in conse quence of rheumatism in the right hand. Clad to say it is improving tbis week. If I can give you any information! will willingly do (so. Should von wish to w rite me address care of Or. Ford, York Hotel, Adelaide, to whom I will send my address at any time, and he wOl forward on.—Respectfully yours, W. H. Bean Mr. C. Schlumberger, Liquidator Bean Brothers (Limited). Melbourne, October 31,1554. fttv dear Sir—Your letter to hand. Many fh?"Vfl for it. and jour kind expressions oi feeling. 1 find the Potosi mail closes in a quarter of an honr, so drop this hurried note. Regarding shareholders, oi course they have no power. The liquidator alone can act. Nevertheless, they must feel very sure about losing their money, which is the result as I always told you would be, of winding up the com pany. I am confident that my explanation win satisfy an but the vindictive, some of whom may feel very pleasedat rnymieforeune. I have determined to return to Adelaide wrth as little delay as pos sible. Would first like to conclude two commiji sions now in hand, also life insurance, with which; cm obtaining two sureties, friends here could raise a sum of money that would enable me to make a pro posal on my return. If this fails matters must take their course. I need not, even if I had time, repeat what I told you in any last. In great haste, and again thanking you—Believe me, yours truly. W. H. Bus. Hr. T. B. Bright asked if the £2,861 doe by Six. W. 11. Bean to the company was due at the time Mr. Schlumberger took the position of liquidator. Hr. Sc?Lili?iKsgK said it was all due except the interest Mr. Bsie?T—Then under whose advice did yon pay over the ia,Boo odd to Mr. Bean or his solicitors. Mr. Schxcvbekgjek—Ou the advice of MesarsJ Mann and Thornton. They told me I could not keep the money back. It was paid to the lawyers—Messrs. Sjtnon, Bakewe?, and Symon. Hr. BKierrr—l should Eke some explanation as to the reason why that money was paid over to Mr. Bean when Mr. Bean was a debtor to the company to the amount of £2JBtll, less the interest thereon? The Hon. C. Jla-vk said Bie greater part of tie £I*Boo was a lien on the property, and the title could not be obtained till the lien was cleared off, and this large am of £2,000 odd was opt then doe. It was a claim tor damages which Mr. Bean disputed. Be forgot the exact figures, but he Jmewtbe greater part of the money had to go absolutely to get the title at aIL Mr. Bkjbht—l understand Mr. W. H. Bean has ttin VOO shares? Mr. Schutiberoeb—92l snares. Mr. Bbishi—Do yon know whether the company ever had the deeds of the OrenfeU-street property? Mr. ScHtotBEBGEK—I do notknow. This wa* done between Hants. Symon & Eakeweil sod Messrs. Mann and Thornton. Ur.Baie?T—Wae toe property transferred to the company before or after the liquidation 1 Mr. ScEUtcbebger—Sinee the liquidation. It was trans ferred from Mr. Bean to the company, and from the company to Men. E. &W. Backett. Mr. Bsta?T— Then who bad tie lion on (be property for £I,8oO? Mr. Sam MiiEECBE—Mr. Mann win gj?e you all the particulars from the books. Mr. Bejoht—l should like to know if the liquidator has gone into the account for the purpose of showing how much money has Jbeen legitimately lost by the company, and bow nracli by speculation of Ur. Bean ootsiaetxiepro fpectus? Mr. EcHLUiME?eat—The only amount lost on speculation was the amount on the nay acconntby Mr. Bean. Mr. Bejgut—How much was that 1 Mr. ScHLVHBEBGEB—It is part of the JE2.S6I; I think it is about £3,400. Mr. BiaenT—How can there be £2,400 on the bay business when Hr. Bean's liability on the 900 shares would be £I,S00? Mr. ScHLCXBtEOEE— Mr. Bean had paid part of his liability on his shares. Mr. Bkkdt—How much has be paid on hie shares? Mr. Schuwbescbb—He put to bis credit in the company's books £1,200 or £.1^220. He took 890 shares, and said he would take the balance upto 1,500. He actually took about thirty more. Hr. BSS£BT—Can you give us any information as to who and how it wag the £I^oo was paid while Mr. Bean was so large a debtor to the company? The Hon. C. Mass—The money was paid to Messrs. Symon, Bake well, & Symon. It was paid over to determine a con tract which the Beans had to ago. Levi Brothers were the freeholders, sad the whole money bad to be paid over, or they would not execute the con tract. Tbis £2,000 was always to dispute. It was a claim for damages for an alleged illegal contract, which was many months afterwards settled by the court in favor of the company. Mr. Bsjonr— I suppose the liquidator considered tins a debt when fee took over the liquidation? Hr. SeaumsEnM?.— Tes; I considered it a debt, and that fa why we took tbea?tootrart—ttatMr. Bean disputed it. and the court decided in our favor. Mr. Bright—Was Mr. Bean a debtor on account of his shares? Mr. Scblchbkbgek—Tfes; to the amount of about £200. Mr. Bbjoht—Was that amount, or were any of these debts deducted from the £1,800 pud to Mr. Bean's solicitors} Mr. SaucwE?G??—No; I could not doit, sod I acted throughout entirely by tfae advice of the solicitors. Mr. E. P. Kesbit asked who had the lien on the premises. The lion. C. IUSS—I cannot say. Mr. Keijiot—Yon say they would not consent to the transfer-unless the money waipaid to them? The Hon. G Makx—The Beans had a lease from Lni Brothers with the right of purchase. That tease wag part of the Bean Brothers' property, vbich they sold to the company. When the right of purchase fell in, {be Beans'consent was neccessary to the transfer direct to the company. They would not give that consent unless the momey was paid over to them. Mr. Beiuut—Do I understand Mr. W. H. Bean would ? not give his consent? The Hon. C. Mass—He had mortgaged his interest; Ido not know to whom. Mr. B&isbt—TFhat I want to know is, was tbis £I^9oo paid over to Mr. W. H. Bean or to the mortgagees of Mr. W. H. Bean ? Mr. Schmticbkeoer—lt was paid over to Messrs. Symon, BakeweU, & Symon. Mr. Busnr— When we went into the company we had thisleaae to be transferred to us as a company, and, as far as I un derstood then was no ben whatever by Mr. Bean on it. I want to known ben that lien arose, and to whom the money was paid, and when? Hr. Schldmbsbiwr —Mr. Thornton can tell; I cannot. TheHon-W. B. Roukheveu. (late chairman of dincton)—l advised the liquidator to complete tte purchase of that pro perty for the sake of making the £200 or £300 profit which we saw was to be realised by seHinir it immediately to Hr. Hackett. The money wasnaid to otherpenons, not to Jlr. Bean at all. Hr.ScHum sebger—Whatever the purchase-money was it was paid to Messrs. Symoa, BakeweU, * Symon, acting on behalf of Mr. Bean, but a great portion at it went to Messrs. Levi to purchase the freehold. Mr. Bright— But independent of **** freehold the liquidator says there was £1,800 paid to Mr. W. H. Bean. Mr. ScBirnBrBOER—I said to Bean Brothers. Mr TnoKs vosr—That is to all the three brothers. Mr. Briqoi— They are all debtors. Mr. Thorxtoh—Most of the money was paid to the mortgagees. Nearly oil the money was paid to Mr. Sandford, acting for Mr. TT^ftrttrg Mr. BBifl?T—l think we have a right to know, Mr. Chairman, how much was paid to Bean Brothers or to Mr. W. H. Bean. Mr. Schlcmbeeobr— livid£loo first and then £1,700. Mr.Thomttot— There was the purchase of the land to be completed and the mortgage to be cleared off. Mr. Burntr—A search will tell you how much was due on the mort gage. Mr. ScrrLCVBEBOEB.—Yes, we can tell that Mr. BakeweU win have all the accounts, showing how the money was paid, and for what. A few hundreds might hue gone to the Beans, for whom Mr. Bake well acted. I did not see Mr. W. H. Bean at all. A ShJl?Euou?eh—The property stood in the name of the firm? Mr. Scblghkboer—Tea. At the request of Mr. Bright, Vx. Schulmnberger here went to obtain the balance-sheet up to December 31,1558, when betook the position of liquidator. The Hon. W. B. BontSBTSXii suggested that the meeting *onidb* adjourned ts? next day. Mr. Hoach said the shareholders had lost quite enough already without their wasting any time; they wanted the matter settled. She Hon. W. B. Eoossxvbu. said the direc ton had lost as* much as the other shareholders put together, or nearly so. A Sbabxuoldcs complained that the company had lost over £2,000 by tfae chaff account,-which was outside their articles of associa tion. Mr. Bbight said there was a rumor outside that the directors bad signed cheques in blank and had left Mr. W. H. Bean to fill them up for what he liked. He would like to know if that was 80? The Hon. W. B. Eocxaiv?Lk—Tes; open cheques were given because it was impossible for Mr. Bean to get the signatures of the directors every minute when he wanted them. Mr. Bright—To what extent ? The Hon. W. B. Bon.- . bCV?.L—lcannotaay. Mr. Bright—Was that thegeneral way in which the business was done? The Hon. W. B. Boitsevbll—No; but at a meeting the manager would say be wanted so many cheques, and those were signed. Hr. Busbt—Did the directors sobse q-oentiy check them for ttie purpose of teeing whether they were used for the oonmany'snusuwss? The Hon. W. B. Bodsskvbll —All the accounts were gone over afterwards. Mr. Bean used to inform the directors that he had used them for certain purposes, and the books were laid on the table showing that. Mr. Beioht—How often had you meetings I The Hon. W. B. Rousinvau.—Not often at first. If r. Bsigbt—Once in three?~""" ? The Hon. W. B. Bm)BH?Hu>—There was a long interregnum once. Ton can see the minute-book, which snows every meeting held. Hr. Bhibht—Were these cheques which Hr. Bean used for buying chaff signed in bunk by thedireotore? The Hon. w. B. Bocsssteui—Yes, entirely. Hr. Bejbbt—He told you he wanted the chequa for wooLand yet he filled them up with chaff ? The Hon. W. B. Bocsbevxxl—Yes: that is absolutely j so. Mr. Brh-fht—Were you one of those who signed ] them Mr. HDI? Mr John Hill—Yes, I signed some of flwm ia blank {but directly I found ont Hr. Bean WMOBingtham for .tto toy business I caw Mr. Rosa, seven, and ? maolred that no cheque was to be dgnefl -except by ate of the directors, countersigned byMr.ltouneevea. fut Mr. Bean to fct over that

gave acceptances in nta own name, and we knew nothing about that. Mr. Buonr—Did you ever sign aeheqackonrinfit was forchaflf Mr. Hnj^Sa I was the first to tell Hr. BounseveD about this, and taattherewouUt?ealo?sa! £1,500 on the hay, and we hiul a meeting afterwards. Mr. Buaar-rDii Mr. Bean sign his own acceptances? Mr. Hu-No; lie staled Bean Brothers' and pot the stamp on, and tha difecton knew nothing &boo.t it. 'IV baok had paid these before we knew they had been given. The bank baa no authority to pay ohpqaffl unless oourrtenngned; but the advice we bad from our eottefton me tins—tiut although the bank bad no right to pay tbeae aoeeptarMes tbe oompany was liable to the people who sold tfae chaff, because Mr. Bean was their general manager, and whatever he did they were liable for. Tbe solicitor added that tt the company recovered the amount from tbe bank the people who delivered the chafl on Mr. Bean's order could oome on toe oompany and make them pay the money back. Mr. Bobuctsow—lt was not a chaff company. Jlr. Bol— No; but it appears that as general manager he could, do as be liked, ?—t whatever he bought as manager the oompany bad to pay for. A Siiabxholder—Have yon a memorandum of the articles of association t The Hon. W. B. Rocksbtbia—There is a power there to go in for general business. Mr. Beisbt asked how it was that no steps bad bees taken to pet the property transferred to the company until the company was in liquidation, when it was supposed to have paid £3,000 for the property and goodwill? Tbe Hon. W. B. EomsevKLL—Tlic £3,000 was paid for the goodwill, and not for the purchase of the property. A Shasxbolbbr—l took np shares seeing tout name on the prospectus. Mr. Eonsscveu. Tbe Bon. W. B. BonxsEvsu>—We bad confidence m Mr. Beau, and we thought that what he told us was ferae. Mr. ScnxmrE?r.K? produced the balance--liect to December si, I&£3, audited by Messrs. G. 8. Price and H. Stodart, which showed that the then 'f?"'iti?n were £2,810 15s. 6d. Hr. Bamar— Tbe balance-sheet just produced confirms what I said, and shows riut£3,Ms Is.Sd. was put down to the "property account," whereas an the liquidator bas realised from it is about £200. I shall, therefore, move—"That the account submitted by t&eliquidator Enowing bis acts snd dealings as liquidator of the company (Bean Brothers, limited) in liquidation, and the manner in which tiie winding-tip hM been conducted daring tbe preceding year is "—^tifo factorv." I am perfectly aware we shall have no power here as a meeting for the purpose of removing the liquidator; but if this resolution be carried it will strengthen oor hands for taking legal proceedings for that purpose. We (dull then be able to get a person who will ?j ninsl'M'TT witn the ehareholdem and not with Mr. Bean, as Mr. Scblumberger appeals to have done, according to Mr. Bean's letter. Mr. ScnLLjiBEEeEE—I can show yon a ?>pj- of my letter. I merely told him Ini sorry he wasUL Mr. Bswirr said to beUeved tin shareholders would be betnaraored by having an outsider who had never bad anything to do with Bean Brothers in'any way. Mr. P. Koach seconded the motion. Mr. Scuum bzbgkb said—l have done all I could in every way for the interests of the shareholders, and wherever there has been a legalpoint I have consulted Messrs. Mann, Thornton, arid Hav, and 1 have acted on their advice. In a few eases I have given a Untie time to some of the shantaoUers, including some who are here now. I have done all I could for the best. I have done my work faith ful]}- and honestly, and if you are act satisfied I am sorry; and lam very much surprised at your being dissatisfied. As to the £1,800 I was advisad posi tively by Messrs. Mann, Thornton, and Hay that I must pay-it over. Jlr. A. Davus opposed the motion, and said that if the liquidation were taken before the court it would cost £2 or £3 a shara instead of lls. or 129- which he understood it would now cost ont cf the £1 that had been called np. lix. Schlcmbbscsk said he believed 7s. or Bs. would be returned ont of the pound that had just been called np. Mr. Bobxbsbos—Then why call up pound! Mr. Scbxchbeboek—Because the manager of the bank has been pressing me, arid because 1 cannot ten exact]y how much will be required, as I am not sure that an the present shareholders wul pay np. Hr. Bbhjbt said that he did not mean to suggest that toe company should be wound up under the supervision of tfae court, but to have another liquidator to carrv ou tbe liquidation on the same terms and possibly" to better satisfaction than Jlr. Schromberger. Mr. L. R. Wake said on December 31, IES3, the company's liabilities were said to be £2,310155. Sd., and now, after acall of 16s. bad been paid, the com pany was said to be in debt £3,000. That was certainly a retrogade movement. Tfae liquidation might be under tbe direction of the Insolvency Court, and not of the Supreme Court. Mr. ScnxUM?reaK* quoted the names of several persons who had become insolvent or had made assignments, and whose amounts bad Jiad to lie written off as bad debts, thus increasing the liability of the company. A Shabhiolder—Hovr long wot it be before the company can be wound upT Mr. Scmxnsu:i,iat could not say exactly; it would depend on when the ?v>??hniiii>T ff pjjd the money dne by them. The Hon. W. B. Borasevuj. asked if it would meet Mr. Bright"s view if some definite sum were to be named not to be exceeded by the liqui dator! Mr. Bright said it was not a question of salary. Mr. HoLsaid the directors bad ffo feeling in the matter. Tbe Hon. C. Mass said no man could have given greater attention to the affairs of the company than Mr. Scblumberger bad. He had had to mett exceptional diffirurties, owing to the books being in a fearful muddle. To bis certain knowledge Mr. Schlnmberger bad left no atone unturned to get the thing wound np as speedily as possible; but if the shareholders would not pay tfae calls it was impossible for him to complete the transaction. It was bard on Mr. Schlnmberger, who had certainly done bis hest, tbut a slur should be east upon him by the suggestion of Mr. Bright, that it was not so much a matter of salary as tae way in which the work waa done. Mr. Knurr wss satisfied Mr. Schlnmberger had dose bis best, but no donbt it would be more attisCKtorv to tbe shareholders if some steps were takes to secure counsel's opinion as to whether the directors were liable for <ae money which was involved in Uie chaff contracts which had been entered into by Mr. W. B. Bean. Heauggested this in no hostile spirit to tbe directors, bat in fair Die Hon. W. B- Rocicsevnx, on his own behalf, and as tar as be could without consultation, 00 be bzlf of the otber directors, said they vae anxious that the fullest investigation should take place. Mr. >?' ulumtjerger was not the nominee of the directors, sad h* (Mr. Eounserell) had done bis best to secure the £yle on of some other accountant; bat the share holder^ themselves preferred to appoint Mr. Schlmn berccr. Whh regard to the cheques which had Itcoii referred to, he made a clean breatt o£the matter at tlie first meeting in reference to the liquidation. He then told them it was impot able to exercise a minute check with regard to Mr. Bean's transactions and management, as tbe manager had found it irksome and alfflcujt to get cheque* signed by the directors when he wanted them —when squatters and other people came down from the country. Tbe directors bad full an implicit confidence in the honor and good business management of Mr. Bean, and so would toe shareholders cave bad if they had been in their positions. With regard to the contracts Mr. Bean had entered into for hay tbe agreements were signed for by " Bean Brothers (Limited)," and the company were advised tfaat'they were fully and absolutely re sponsible for an those contracts. But as soon a* these transactions came out tbe directors exercised the most minute scmtiny with regard to Mr. Bean; in fact they gave a great deal more attention than u usually given by directors. He was sure tint if the late directors could be proved to be personally liable for tte errors and laches of another man. they would find some means of meeting their liability. It was nnfortnnate that they had lost so much money through their implicit faith in Mr. Bean. He wassorry to say tins, became be had known William Henry Bean as a boy, and pot tbe most implicit iaith In him. It the shareholders could demonstrate that the directors were at fault he had no doubt they would get their money bade The minute-book was here produced, shoving that the chairman of the oompany bad called a meeting in consequence of hating heard that a quantity oi chafied hay had been bought on the company's behalf. The minntp was dated February 26, 1883, and stated tbat Mr. Bean re ported that be had bought the hay without consolt mc any of tbe directors, snd that he was prepared to take the liability of it. The minute also showed that tiiis was "agreed to" at a time when the directors had no reason to donut Mr. Bean's insolvencv.] The Hon. C. Mass said as his firm bad. been acting as legal advisers to the liquidator he would not be able to give an opinion. Mr. Nesbitbad better name some gentleman in the profession to vfaom tfae shareholders would be content to refer the matter, and Mr. Schhmiberger could submit a case to him. Mr. Kesbit suggested that the opinion of Hr. John Downer should be ob tained. As far as Mr. Schlumberger was con cerned he bad no fault to find with him. for he had evidently taken great pains and shown great intelligence in preparing his report. Mr. EOBKBIBOX said there was no doubt Mr. Schlnm berger had been painstaking, but be was in the offioe of Bean Brothers, and his own credit's sake he thought it would be advisable for him to retire in favor of some one else. He said tins nriOiout Risking to cast any dor upon Mr. Scblumberger penonaur. Mi. Bbioot said he had not the aughtest fnsntoout any elur upon Mr. Scnlomberger, but he thought some one else would be better able to submit an unbiased statement of a case to a Quaen's counsel. The CHAnuua said he had no reason to doubt th ability wits which Mr. Schram btfger had carried out his duties, but there was a feeling tiiat tilings bad not gone on satisfactorily* and it would perhaps be wen to ?rT" int' some one else to go into the wnole matter and report to another meeting. The Hon. W. K. Sous asked if Mr. ScMumberger would have any objection to act with anybody else. Hr. ficmuii?E?OE?—No objection whatever. The Hon. Vf. K- Sums thought it was a pity to go to the Supreme Court and waste more money, and he therefore moved the following amendment: —"That a properly qualified person be appointed to act with the liquidator to take counsel's opinion upon tbe whole of the attain of Bean Brothers (Limited), and report to a future meeting. Also that a sum of IjOs. per snare be accepted by tbe liquidator until he ascertains the exact nT~*?*"t required. 1' Mr. A. Savtjbs seconded tbe iunmAmm,f. Mr. Sau.cxBZXGE-t said there were now 4,2*9 snares considered good, and he believed when all liabilities were paid he would be able to return abont 7a or Bs. per share. The present liabilities were about £2,600. Mr. Sinuns's amend ment was put and lost by 12 votes to 7. Mr. Blight's motion was then put and carried by 10 votes to 7. Mr. Kssbs said he bad refrained foom voting on the last proposition, as he thought Kwae hard to con demn Mr. ScMumberger. He was advene to going into the Supreme Court if he could help, snd he therefore proposed-''That Mr. L. Wake be ap pointed to enquire into the question railed at this meeting as to tfae liability of the directors or otherwise, and that the liquidator be requested to give him all assistance in his power." HrTBoBB-usos seconded tbe motion. Mr. Sam-MBsanz?, In answer to aneltioaa, said be was quite ready to act with Hr. Woke if one shareholders wished, and to call another meeting as soon as Mr. Wake and himself thought it neceanry. The motion was carried unanimously. The liquidator promised to return lfls- per share to the shareoldere who had paid np tte present £1 can.

A boy named Connor, aped about eight years, died in the Adelaide Hospital on Tues day morning from tfae effects of lockjaw. It is supposed his parents live at Hackney, and the police who have the matter in hand are r"*i""g enquiries. A carpenter named Arthur Scott met with an accident in Nelson-ebeet, Port Adelaide, on Monday evening. He was walking along tfae footpath when he tripped and fell, his bead coming in contact with the kerbstone. Scott was at once taken to tbe Casualty Hospital, where he waa attended by Dr. Toll. It was found that he had sustained a rather deep cut on the forehead. ?

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