act? It stated, "that it shall be lawful for the said Company to take into consideration the claims of any persons now or heretofore employed by or under the said Company,' or the widows and children of any such persons whose interests may be affected by the discontinuance of the said Company's trade, or who may from time to time be reduced, and under the control of the said Board to grant such compensations, superannuations, or allowances, (the charge thereof to be defrayed by the said Company as hereinafter mentioned) as shall appear reasonable." Did not the word "company," here mean the great body of proprietors? and did not their commercial officers come under that clause? Were they not to have a full and fair consideration of their claims? The clause went on to say: "Provided always, that no such compensations, superannuations, or allowances, shall be granted without the consent of the Board of Commissioners for the Affairs of India, signified by a letter from one of the secretaries of the said Board to the Court of Directors of the said Company; and that such consent shall not be in any case given or signified until the expiration of two calendar months after particulars of the compensation, superannuation, or allowance proposed to be so granted shall have been laid before both houses of parliament." This latter provision only did that which was previously done by the 53d Geo. III. cap. 155. which ordered that all grants of salaries, pensions, compensations, and gratuities, should be laid before parliament within a certain time; and why? merely that there should be a public announcement of such grants to operate as a sort of check, because it appeared to the Legislature as a very important matter that all grants of this nature should be watched, that they might not become extravagant, unjust, or corrupt. It was a mistake to suppose that any thing else was meant by that part of the enactment, and it did not in any way whatever affect the rights of the proprietors. Parliament was only desirous of knowing what was going on, and, therefore this part of the clause was inserted to act as a sort of beacon to warn the Company from too lavish an expenditure, and no individuals had any right to give a different meaning to the passage. Some people run away with the idea that under the recent act of parliament, when once the Directors and the Board of Control had come to a snug understanding together, that then the court of proprietors was of no use at all. He did not think that this was a general feeling amongst the servants of the Company, or that they would rather have to treat with parliament than with that court, though with some, no doubt, high names and sounding Asiat.Journ.N.S.VOL.15 No.55.

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titles had a surpassing attraction. But his conviction was, that their true friends were the proprietors of India Stock. Public opinion might be elicited upon. matters which concerned the Company from what passed in that court, and the reason of the thing be shewn as clearly as it could be derived from any other source whatever. It was quite evident that Mr. Grant had felt this, when he stated, that the change then contemplated, and which had since taken place, "qualified them (the proprietors), in a decidedly greater degree than hitherto, for the duties assigned to them in the system of Indian administration.' If they once suffered their powers to be contracted and confined in the way which was now proposed, there would be an end to those functions which he contended they had now a right to exercise. So far as he understood the law and the situation in which the proprietors stood, there was nothing to prevent any of the members of that court from bringing before the proprietors any matter whatsoever which concerned the practice of the Court of Directors. Well, if that were the case, he did not think it quite fair, that the proprietors should be passed over on an occasion so important as this; the more particularly after they had, by the compromise or condition to which he had before alluded, ratified the power of this community on that special point. In order that the hon. Chairman and the court might be quite sure that he was not speaking lightly on this head, he should refer to Mr. Grant's letter of the 27th of May 1833. He there examined conditions to which the Company had agreed throughout-he touched upon this very point-and he would read to the court what that gentleman said on the subject. Mr. Grant said, to the proposition contained in the fourth suggestion, that a sufficient power be retained over the commercial assets to enable the Court of Directors to propose to the Company (not to the Court of Directors), and ultimately to the Board for their confirmation, a plan for making suitable provision for outstanding commercial obligations, and for such of the commercial officers and servants of the Company as may be affected by the proposed arrangements,' his majesty's ministers although not aware of any peculiar occasion for its adoption see no reason to object; reserving always (which of course is understood) the full power of the Board to act in the matter, as their duty and responsibility may in their judgment require.' Here the right of the proprietors was recognized, the Board of Control only reserving to itself the power of altering the scale of compensation, wherever it appeared to fall short of or to go beyond (2 N)

ex

the justice of the case. He did not know that he had any thing farther to say, in order to show the opinion of the learned advocate was contrary to law and practice. He should, however, briefly advert to the by-laws. By sect. 19., cap, 6., it was ordained, "that every resolution of the Court of Directors for granting a new pension or an increase of pension," (it was very true that the circumstances of the Company were altered, but the right of making pensions still continued), ceeding in the whole £200 per annum to any one person, shall be laid before and approved by two general courts specially summoned for that purpose, before the same shali be submitted to the Board of Commissioners for the Affairs of India, in the form of a report, stating the grounds upon which such grant is recommended;" (now he was sure that the Court of Directors must have some grounds on which they came to a decision in this case, because they did not act without consideration and deliberation, and those grounds ought to be stated to the proprietors) "which resolution and report shall be signed by such Directors as approve of the same," (let the proprietors mark the caution with which the by-law was drawn up)," and that the documents upon which such resolution may have been formed, shall be opened to the inspection of the proprietors from the day on which public notice has been given of the proposed grant; and that such allowances in the nature of superannuations as the Court of Directors are empowered to grant to the officers and servants, shall be laid before the next general court." Then sect. 20, cap. 6, ordained that every resolution of the Court of Directors, for granting to any person by way of gratuity any sum of money exceeding in the whole £600, shall be laid before and approved by two general courts specially summoned for that purpose, stating the grounds upon which such grant is recommended; which resolution and report shall be signed by such Directors as approve the same, and that the documents on which such resolution may have been formed shall be open to the inspection of the proprietors from the day on which public notice has been given of the proposed grant. Now could any thing be more clear or more explicit than this?

The 7th sect. of the new act said: "It shall be lawful for the said Company to take into consideration the claims of any person now or heretofore employed by or under the said Company;" and the bylaws pointed out very clearly that the compensations to be awarded to such persons should be submitted to the proprietors in a certain form.-But the learned counsel seemed to contend that the word Company meant Court of Direc

tors. But how he could arrive at such a conclusion, how he could twist the clause to such a meaning, it was impossible for him to say. He had set out with stating that he hoped the learned counsel would not consider any thing which fell from him in an offensive light. He was far from wishing to say any thing uneourteous; but being an unprofessional man, he was obliged to stand on the plain facts and plain sense of the case. He honoured and admired generally the talents and skill of the learned counsel in his profession; but when he was called on to deliver his sentiments with reference to a subject which nearly affected the interests of the proprietors, he felt it to be his duty to support, with the best arguments which he could offer, the grave and important principle for which he contended, in spite of personal feeling. It was his duty, if possible, to show that the reasoning of the learned counsel was erroneous. The learned counsel, after a summary declaration that the Court of Directors had the power to do so and so, proceeded to state, that in his opinion the compensations, superannuations, and allowances contemplated in sec. 7, were not gratuities, or, as expressed in the by-laws, given by way of gratuity, within the meaning of the 53d of Geo. III or the by-laws, but were compensations founded on just moral considerations, though not amounting to legal claims. had not many such claims, founded on just moral considerations, been laid before the proprietors ? Was not the

But

grant of £1,500 to Captain Ross, of of the India marine, for his valuable services in India, formed on just moral considerations? Was not the alteration in the pensions of the Indian judges founded on moral considerations? Was not the grant of £1,500 to Sir Murray Maxwell, for his conduct with reference to Lord Amherst's embassy to China-was not that founded on just moral considerations? The appointment of a chaplain to the British factory at Canton, with a salary of £800 per annum, though the salary was to be defrayed out of the commis sion; the addition of £500 per year to the salary of Lieut.-colonel Salmond the grant of 75,000 rupees to Mr. Wilkinson the grant to the Marquis of Hastings; the pension to Sir George Barlow-were not these founded on just moral conside rations, though not amounting to legal claims? Undoubtedly such was the fact; yet all these cases were brought before the Court of Proprietors in the first in stance, for their consideration and ap proval. But, according to the statement of the learned counsel, with these the Court of Proprietors had no longer any thing to do. Now let the Court mark the ingenuity of the learned counsel; for

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his own part, he complimented him upon it. The learned counsel threw his mantle over it, and protected the Court of Directors from the law of the land as well as the by-law. But he observed, that he did not mean to say that the Proprie tors were deprived of all powers. he admitted that the Court of Proprietors had, in certain cases, the power to consider of such matters. The learned counsel said: "Perhaps I may be permitted to say a word on one point, though not strictly required by the terms of the question. I am of opinion, notwithstanding the Court of Directors, being the legal organs of the Company, have the power to settle and adjust any scheme of compensation under sect. 7th, which on receiving the approbation and confirmation of the India Board, shall become fixed, that the General Court of Proprietors still retain all the authorities which are compatible with the established system of control, in this as in any other case.' What was the established system of control in this case? The Board of Control would not give up their power; and what could the Proprietors do, after the Court of Directors had proposed a scheme, and the Board of Control had approved and confirmed it? Where was the system of control of which the Court of Proprietors could avail themselves? They could not see through stone walls-they could not tell what was doing in the Court of Directors-how then could they call a general court in time to express their opinion upon any measure? The proprietors ought to be protected by the law; they ought also to be supported by the Court of Directors, always favourites with the proprietors, who had been

"To their faults a little blind,

And to their virtues very kind,” They ought therefore to be treated with confidence by the Directors. No danger could assail them if they were united. The proprietors had always stood forward and assisted the Directors; they had often turned the scale in favour of the Direc tors, when it was doubtful whether it would ascend or descend. Whenever a mistake in practice appeared to have been committed, the only desire evinced by the proprietors was to get the Directors out of it, and they had no other object in view on the present occasion. They were acting for the good. of the Directors, as well as for their own; but, above all, they were acting for the common good of India. This was a most grave and serious question, and the learned counsel having given an opinion on it, it was very desirable that an opportunity should be afforded to show that he was wrong in his construction of the law. In the latter part of his opinion, the learned counsel said: "In fact, the compensations to be made are to be taken out of the funds ceded to

An

the crown in aid of the sources out of which the payment of the dividend is secured, and are incumbrances upon it.". But he had shewn, by the condition which he had read, that the funds so given up were liable to be charged with a suitable provision for such of the commercial officers and servants of the Company as might be affected by the new arrangements; that condition was to be fulfilled. He did not say that the property was not given up, but he contended that there was a fair and equitable lien on it. individual, placed in similar circumstances, would have just cause, if the condition were not strictly fulfilled, to go to a court of equity, and have himself righted. Such was his decided opinion, founded on the compromise. It was stated by the compromise, that the Company were prepared to give up their com mercial assets on certain conditions. And what were those conditions? Why, that. a proper compensation should be made to such of their commercial officers and servants as would be affected by the new arrangements. He was quite sure that the proprietors would not lift up their voice to the Court of Directors in vaini, when they called on that body to see that those officers and servants received a just and proper compensation. He gave the Directors credit for the liberality with which, he understood, they had treated one part of their establishment. He had heard that the home establishment was very liberally provided for. He should be the last man to dispute the right of the Directors to propose compensation; but, as it had been the practice heretofore to bring such grants before the proprietors, he hoped that they would now be submitted to them, although in the second instance. He now called on the Directors only to act in the same way towards the commercial officers of the Company, as they were said to have acted towards the dis charged servants of the home department. (Hear, hear!)—He thought that the same principle, the two-fold principle of pension and gratuity, ought to be extended to both. They were, he conceived, bound in duty to do so. Could any establishment command their respect in a greater degree than that service, which might be said to have grown up with the Company's greatness, which was the origin of all the power that they possessed. But for that service, the first achievements of Clive, which laid the foundation of their present empire in India, would not have been effected; they would not have been able to boast of the battle of Plassy, and of many other victories, which, while they enlarged their territories, secured the prosperity of India. If this were so, he would ask, why it was that they were not favoured by the Court of Directors with something like an explanation to

enable them to judge of what was about to be granted to their commercial ser vants? He should like to know what was to be done for one branch of their service as well as for the other. With respect to existing pensions, he had no wish to disturb them. His argument, on the winding up of this concern, which they all knew the necessity of the case com pelled them to submit to; his argument, they might recollect, on that occasion, and he had never seen it contradicted, was, that the assets of the Company, as a commercial body, were not only equal to guard themselves, with reference to the payment of the dividend, but were amply sufficient to meet all claims whatever which their servants, of every description, could advance. The hon. Chairman might remember that such was his opinion at the time, and he had since seen no reason to change that opinion. It was indeed true, that there was not the same interchange of money with India now as formerly the treasury at one time overflowing, at another very low. But they must recollect that the Company still commanded a very large sum of money. He conjured them to consider what it was that claimed their first consideration.› Assuredly, they were called on to compensate, and compensate liberally, the captains and officers of their ships, who had behaved so gallantly during the last war. They could not forget the defeat of a powerful French fleet, under Admiral Linois, by Commodore Dance. By that gallant action a large fleet of Indiamen was protected; and the prowess then displayed saved the Company several millions of money not less, he believed, than six or seven millions. If this were so, if the people of England hailed this achievement with enthusiasm, then he called on the Company to be liberal in their compensation. If the natives of India, who reaped the profits of that trade which their commercial officers had so admirably carried on, were consulted, they would say, let those individuals be compensated in the most ample manner; for the honour of their own cha racter, as well as in justice to those individuals, they ought to act thus. He conjured them, therefore, to listen with something like attention to the voice which now ventured to address them on this important subject. He only asked the Court of Directors to lend their as sistance and sanction to the Court of Proprietors, in doing that which was strictly conformable to justice. He was anxious that they should, in the first instance, get out of the error or the difficulty into which they had inadvertently fallen. He did not mean to accuse the Court of Directors of any want of cour tesy, in not consulting the proprietors.

He did think, however, that they had not sufficiently deliberated on this matter; and he hoped that they would now, however late, receive the assistance of the Court of Proprietors in coming to a sound decision. He, at the same time, wished to take nothing out of the hands of the Court of Directors. If, from the multiplicity of business which they were obliged to attend to, they had not been able to give to this subject all the consideration which it deserved, he trusted they would review the matter, and, if they did so, he felt quite sure that they would arrive at the same conclusion, as the gentlemen at that side of the bar had done, and that they would alter the scale of compensation which he had heard they proposed to allow. He should now only take that opportunity of asking the hon. Chairman, whether the scale of compen sation for their discharged commercial officers and servants was then before the court? Pe

The Chairman." I formerly stated, that I should order the papers to be prepared, if the court saw it necessary to call for them; there is no scale before the court at present." ཙེཏྠ སྱཱ རཱ ཙྪཱབྷཱུ སྨཱ ཨss #

Mr. Weeding then said, that he meant to propose the following resolution:

"Resolved, That, in compliance with the terms of the 4th condition of the compromise entered into with his Majesty's Government by the East-India Company on the 3d May 1833,-viz.

That a sufficient power be retained over the commercial assets to enable the Court of Directors to propose to the Company, and ultimately to the Board, for their confirmation, a plan for inaking suitable provision for outstanding commercial obligations, and for such of the commercial offi cers and servants as may be affected by the proposed arrangement, which condition was ratified on the 27th May 1833, by the Right Hon. Charles Grant, on the part of his Majesty's Ministers, and has since been confirmed by Parliament, it is the plan the Court of Directors may propose for com undoubted right of this Court, that whatever pensating the discharged commercial officers and servants of the Company, shall be submitted in the first instance to the General Court of Proprietors for consideration and approval."

#

duty which was entrusted to them. But, he would ask that hon. proprietor, and he would ask him boldly, in what the alleged errors consisted? The Court of Directors had proceeded to give effect to various instructions of the late act of par liament, which they had been called on to carry into execution. Under the 7th clause of that act, they were authorized to make certain arrangements touching compensations to be granted to servants of the Company and others who might, by reason of the very great change in the constitution of this body, be placed in a disadvantageous situation. They had proceeded to do so accordingly; and they were fully justified by the legal opinion of the learned counsel, who was their proper adviser. He contended that they had proceeded legally and correctly. The hon. proprietor seemed to doubt the soundness of the law on which the Court of Directors had acted, and he wished to submit his own in lieu of it. Now, he must say, with respect to clause 7, that not a doubt had occurred with reference to the legality of their proceedings under it; and the hon. proprietor himself, with all his acuteness and legal knowledge, had not, until that day fortnight, discovered that any thing was wrong. This sudden illumination on the subject had taken him entirely by surprise. He had told the hon. proprietor, at the last court, that, if he had proposed his doubts to him a short time before the meeting took place, he should have endeavoured to satisfy those doubts by taking the opinion of counsel. But the hon. proprietor then stated, that it was only on that morning that any doubt had occurred to himself. Certainly no doubt had presented itself to him (the Chairman), and, according to the opinion given by counsel, it appeared that there was originally no room for doubt at all, and that there was just as little at the present moment. Such being the case, he certainly had not the presumption, layman as he was, uninformed as he was on matters of law, he had not, he repeated, the presumption to oppose the professional opinion given by a gentleman who was selected as the legal adviser of the Company. Was it his business then to come forward and express doubts? He certainly felt none; but, if he had felt them, was he, who was not a professional man, to oppose his doubts to such a high legal opinion? On what other grounds could the Court of Directors act? On any question involving the law, they were bound to act on the opinion of their legal adviser, and they could not act contrary to that opinion without incurring a serious responsibility, And who was that legal adviser? a gentleman selected on account of his professional knowledge, his high attainments

and high character, for a most important judicial situation in India, and who held a high rank and station in his profession in this country. The hon. proprietor had rested his case mainly and entirely on the by-laws, setting aside the act of parliament altogether. But he ought to know that the statute law superseded every thing that it rode over the by-laws. By the supreme law of the country the hon. proprietor was bound, and the Court of Directors was bound. Here then was that law, which had been expounded by their learned counsel; and was it fit, this being the case, to charge the Court of Directors with error? was it proper to bring forward a resolution attributing error to them, when they had acted in conformity with a legal opinion, and which was the most obvious and the most convenient course for them to pursue? Was it for that court (and he must say this, highly as he respected his constituents), was it for that court to enter into all the minute and particular details connected with this subject?

Mr. Lowndes." It is our duty.-(Or-· der, order!)

The Chairman said, it was a little indecorous in the hon. proprietor thus to interrupt him, when stating to his constituents his motives for the course he had taken. (Mr. Lowndes again attempted to interrupt the hon. Chairman.) He begged the hon. proprietor to be silent, and at the proper time he would, with the utmost patience, hear what the hon. proprietor had to say. Much of the hon. mover's argument hinged on the word "

Company." The meaning, however, of the word had been clearly explained by their learned counsel, who had stated that there were certain acts which must of necessity be performed by the Court of Directors, although the word

Company" was used. Looking at the 4th clause of the new act, where the word "Company" was made use of, he would ask the hon. proprietor whether under that clause the proprietors should settle all the accounts of the establishment, or whether that duty did not manifestly devolve on the Court of Directors?

Mr. Weeding "I never said any thing like that I said that it was proper for the Court of Directors to initiate proceedings, but that they ought to be brought before the proprietors afterwards for their approbation."

The Chairman said, that he and his colleagues, according to the opinion of their learned counsel, were perfectly competent to proceed in giving effect to the act of parliament." If they had proceeded incorrectly, then the law was incorrect. error could be imputed to them, because they had acted on such an exposition of the law as they were bound to take. He

No