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„ THE MONTGOMERY I BREWBRY…

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„ THE MONTGOMERY I BREWBRY COMPANY. led .Jhe adjourned enquiry into the affairs of the Montgomery- ?*»re Brewery Company, Limited, was resumed at Shrews- »^ry _on Wednesday of last week before his Honour Judge Carries Lea. Mr Bullock, official receiver, conducted the enquiry. Mr Vachell appeared for Mr H. W. Talbot, ex- ecutor of the late Mr J. A. Talbot, Newtown, and said he thought it a matter for regret that Mr Talbot was not repre- sented at the first examination because then a different com- plexion would undoubtedly have been put on some of the statements made by witnesses. Mr Talbot, on the 25tb ■February, went to London a.sninst the advice of his medical adviser,"and died on the 3rd March. The impression was **jat at the first examination some of the witnesses took advantage of Mr Talbot's pbsenco to saddle him with re- sPonsibility whenever they found themselves in a difficulty. The Judge thought all who heard the examination would confirm that. William S. Le Grand, Denmark Hill, brewery manager at the time the Company was formed, said he became director at the request of Mr Avis, one of the promoters. He was bound to say they left everything to Mr Talbot in the way of documents and agreements. He saw the prospectus, but did not ascertain whether the statements were right or not. That was the first Company he had anything to do with, and J he had gained experience in joining it. He did not examine things as he was under the impression that everything was all right. lie was aware that the payment of the interim W'idend extended over several weeks, the Company not having sufficient money in the bank. He did not kuow that any stock had been issued without the knowledge or authority of the directors. He could not say what the con- sideration was for an issue of £ 330 of debenture stock which made cn one occasion to Overton and Avis. They 'rusted Mr Talbot implicitly and worked in accord, trusting *ach other as gentlemen. On being told that Overton and Avis has altogether in shaves, cash, and stock, £ 27,000 wit- ness exclaimed really." He could not speak for the other directors, but his qualification was given him. He never subscribed for or purchased a single share but he worked Jolly hard on behalf of the Company, and never had any ttioney for it, Mr Robinson might have resigned his director- ship because he thought the Company was practically in the oands of Overton and Avis. Witness was dissatisfied him- self. Overton and Avis practically controlled the Board, and e thought at first they were entitled to do so as promoters, Why was nothing said at the shareholders' meeting about Robinson s resignation ?—It must have been an omission, rrf certainly a breach of etiquette not to pass him a vote v»?anks at the meeting. know Wa* the fact of his resignation not stated? I donti ntk ow- Mr Le Grand, do you not think that if you and the 'directors had had some stake in the Company you *L°U1<1 have looked more closely after the interests of the shareholders ?--No, sir. As an honourable man and a business man X tried to do my diity It is very difficult to go behind promoters and auditors and solicitors think it very rude if you ask questions. Whemdid you resign ?-In 1893. ai x -because I am not a rich man. I had to do a lot when j ^e Company and a good deal of travelling, and y d!d not even pay my expenses I resigned. ■4300 much did you receive in fees altogether? About eivo Je^iy. *° further questions, witness supposed he was to DuHi«°r shares and £ 100 a year as director his special sulto^iS- and knowledge. He would not say he con- whn m j Talbot in every step. There was a London solicitor know j°,r tj^e Company besides Mr Talbot. He did not the vpi>r? er the contracts between the Company and Was go oto<- ^e,re prepared by the London solicitors, but if it Mr Vaphfi 'would not doubt it. word of am u 0VI take my word as easily as you take the man. By>)°dy else ? —Well sir, I take you for a gentle- advised6th^jded that he could not remember that Mr Talbot without i rectors that they must not go to allotment Mr Talhnt consulting Mr ] Jawson. Nor was he aware that aUotmpn+ eXer tried to dissuade Mr Dawson from going to aNotmen+\i^e did not know that if he had not consented to advanrori A Dawson would have lost £ 3,000 which he had know tk A-P meet preliminary expenses. Neither did he chasf> yvT Mr Dawson agreed to take the whole of the pur- eash Tx^?y °f his breweries in debenture scares instead of shareo £ Overton and Avis guaranteed that £ 10,000 worth of of h,-„ ould be taken up in a month it must have been out from earing- The witness said he quite absolved Mr Talbot erg eyer having given any advice that he knew to be wrong. jv„ "arles Lawson Benham, formerly secretary of the Com- „ said he was introduced to Mr Overton before the jr~lPany was floated, and was afterward appointed secretary, Sid not attend any of the earlier meetings of the Board excluded, he believed, by order of Overton and Avis, when he wrote to a financial newspaper stating that the existing owners of the breweries were old men who having *Oadetheir "little pile" were anxious to capitalise their business and retire, he did so knowing nothing whatever about the owners. Mr Overton wrote the letter and he Witness) copied it. He did not think any responsibility rested on him as secretary in writing those letters or signing agreements in his own name. Overton and Avis seemed to raanage the whole concern, and he looked to them for instructions. The Company agreed to pay him X150 a year, but he only got X74. The balance went, he believed, to pay office expenses. Latterly, witness drew the cheques for the Company. One for £ 500, payable to C. H. Adams, the nominal vendor, was drawn by him. A sum of money to that amount had been paid to the Company instead of to Adams by a Mrs Fisher, and the witness accordingly refunded it. He believed the payment to the Company was for shares, and he could not say why it should have been thought necessary to draw a cheque transferring the money to Adams. He believed tne transaction was directed by Overton and_ Avis. He could not understand how it was that Adams denied all knowledge of the affair. The shares issued to Mrs Fisher were those originally allotted to Adams. He saw now that the Company would get no advantage from this transaction, but would actually be deprived of £ 500. Overton would probably get the advantage of the transaction. When it was decided to pay a dividend, the money could only be paid out in instal- ments. That was owing to the want of cash. It was true that he'sent out a letter at the time'saying it was owing to a breakdown m the machinery of the printer who was printing the dividend warrants. There actually was such a breakdown, and there was a difficulty in getting the stamps; but the real reason of the delay would probably be the want of cash. w ltness further said he never issued any debenture stock that was not recorded in the minute book. Examined with regard to a certificate for zCI,000 worth of debenture stock issued in ins name to Charles Henry Adams, he said he should not have issued the stock without authority. It must have been either a transfer or new stock, but he could not find any record • a for that transaction. £ 1,000 worth of debentures in Adams s name was transferred to an applicant in Man- chester, another lot to the amount of X2,000 was transferred to Mr Laitwood, and two lots-one of X450 and the other of £ 500—were transferred to Overton and Avis. The Company did not appear to have had any consideration for the .21,000 issue. When the Company borrowed X3,000 from Messrs Power and Clegg, of Manchester, on the security of £ 8,000 wortb-of debenture stock, the mortgage was in the name of a Mr Gillies, whom witness regarded as Power and Clegg's nominee. He afterwards wrote to Mr Gillies saying that the stock stood in his name, and that Power had no control over it whatever. Alfred Newton, financial agent, said he joined the Board on the inritation of Overton and Avis. There was hesitation jn going to allotment owing to the smallness of the subscrip- tions, but it was finally decided to go to allotment on the advice of Mr Talbot. His recollection of the circumstances under which the interim dividend was paid was that the profits were sufficient to justify the step. The dividend, however, could only be paid in instalments. He could not tell how it Was or for what consideration the £ 1,000 certificate for debenture stock to Adams came to be issued. The certificate bore his signature as one of the directors, but he could not re- member under what circumstances he signed the document. is it possible that you signed it in blank and that it was afterwards filled in ?-It is quite impossible that I should sign the document in blank. *«*» say it is impossible, buthere I show youlanother deben- I <CerJ1 a^e blank with your signature attached.— understand that. There must have been something this H • T.ron £ done to get my signature to a document of wi«w« *ci? ■on* could never have signed such a document some heavy and tangible reason. looks rnT°r? would those blank certificates be signed ?—It It is 9ve,rto.n and Avis. value f *s it n°t> that the Company never had any 6rst tim«> T K issue of £ 1,000 debenture stock ?—'This is the TheCoUrt ^Ve>^d of it- On Thurld adjourned. On Thurld adjourned. M* Dawson^^1^116?3 was RtiU further examined, and said •London directmS 11frKe stake in the Company and the re|?°n Mr Robinson none. Could not remember what Mr Bullock-Do S„gave when he resigned. remember why 14- H reaUy mean to say that you cannot part in the Companv »in?on' who had taken such an active The Judge-It is not fn,l,gned can't call it to mind, important matter I cani^f /^1"8 aK°, and as it is such an The witness My memorv i?i j how you can forget.— Proceeding, the witness saiHi? on that point. Board of Directors in May, igogresigned his position on the it was not accepted until the foh« • *or some reason or other not attend a meeting after he tendlln§ September. He did he brought an action against the Coni« ^'s resignation, but through their not accepting his rpany.to recover his fees case, and the Company had to pay. g5^lon.- He won his Company for goods to the amount of jfl-jndebted to the deducted from the money he sued them ut this was time he was connected with the Company wL Purine the year and his fees as a director. He did not recrf»1Ved a piece of the promotion money from Messrs Over £ Lone,p?nny time he was connected with the Company hr. During the year and his fees as a director. He did not recrf»1Ved a piece of the promotion money from Messrs Over £ Lone,p?nny On April 8th, 1891, there was a cheque drawn commission for £ 3613s. 4d., but that had nothing „*lm„f2r do.with the Company. 8 at a11 to Mr Graham-He did not think there had been anv J Tn taa»»nt of the Company by any of the mem W «i 1891 he had said he thought they were dealing with gentle ^en, but now he. was not of the same opinion. Overton anj Avls had undoubtedly led them astray, but he could not call it rraud. They appeared to have received more money than they were entitled to, but he would not like to say that it was fraud even though he thought they got the money by misleading the directors. He could 1 not say it was |_raud but it was a very bad .wrong. He retired because there was so much litigation, and ne did not approve of it. He did not think at the ue that the Company was bound, sooner or later, To go to Sfflash. He denied that he thought that the Company was getting in a very bad way, but he thought it was about time to clear out. It might not be recorded in the minute book, but during his connection with the Company he was sure he »oted once against what Overton and Avis proposed, and that was with regard to Mr Miller's dismissal. Overton advi.°ed Jpat Mr Miller should not be discharged. He could swear to best of his knowledge that Mr Dawson never objected to y?e declaration of the interim dividend. Hs considered the {Victors put too much faith in the promoters. He also 'nought there was neglect on the part of the directors, but T? t n°t think that neglect amounted to fraud. Don t you consider that neglect on your part that allowed *raud to be committed by others was in itself fraud ?—No, sir. Do you consider there was any neglect upon the part of Mr lif e\Vton ?- I will qualify that by saying had I known then what I know now I should have been much more careful. 1 want it, yes or no ?-I say no. The Judge granted warrants to compel the appearance of jX* Herbert Watkins, chartered accountant, and of Mr Randier Mitchell, one of the directors. ti r,Barnes Vine, who was appointed receiver for the deben- holders, was next examined, and attributed the failure Of the Company to the over capitalisation: He frequently ti ii information as to the houses acquired, and even- about twelve lines on a sheet of foolscap was supplied y Argles, the valuer, for which he charged £ 50, The Com- jjany would not pay, and Argles sued the directors and obtamed a verdict. The examination was further adjourned until April 30.

MELINDWR.

BARMOUTH

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IABERDOVEI.'

LLTV YNRH YDO WEN.

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