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REPORT OF THE DIRECTORS. The Directors have been steadily occupied during the last half- year in giving effect to the determination adopted at the August meeting to proceed with the construction of the South Wales Rail- way by successive portions, beginning in the first instance with the section which lies between Newport and Swansea, so that that part of the line may be brought into operation a.t the earliest practicable period. c, With that view the Directors 1 ave entered into engagements with ',me the several contractors employed to the west of Swansea, in the manner recommended by the engineer, by which they have con- sented entirely to suspend their works for the present, placing them, however, in such a condition that they may suffer very little injury from the delay, and that they may be again resumed when such a course shall be considered expedient. They hope also that the landholders with whom agreements have been made will be induced to afford every facility for postponing the completion of the pur- chase of their land as the most certain means of enabling the Com- pany to complete an important portion of their line in the first in- stance, and afterwards to carry forward the works, as soon as prac- ticable, to the western extremity of the Principality. The Directors have thus concentrated for the present all their exertions and resources on the works between Newport and Swan- sea and though the pressure of the times has prevented their pro- secuting them with all the rapidity that could be desired, the pro- prietors will perceive by the Report of Mr. Brunei that not only considerable progress has been made in all the heavier works, but that various detached portions, amounting in the whole to about twenty miles out of the entire distance of sixty miles, are ready for the reception of the permanent way and the rails, the laying at which will be commenced without delay. Simultaneously with these operations, the works on this side of Newport are proceeding satisfactorily, and a communication -has been held with the Directors of the Gloucester and Forest of Dean Railway respecting the eight miles of the line between Gloucester and Grange Court, which are to be executed by that Company. It would be obviously unnecessary, as far as the interests of the South Wales Company are concerned, to complete this part of the line till the portion beyond it is ready, and Mr. Brunei, who is also the engineer of the Gloucester and Forest of Dean Railway Company, is regulating his progress on their line by the progress he is able to make on our own works. The Directors look to the opening of the line to Swansea as an object of the deepest importance, because, though they have been gratified to observe the great improvement which has recently taken place in the value of the shares, demonstrating as it does conclu- sively that the depression proceeded from general and not from peculiar causes, yet they feel satisfied that nothing can so effectually restore the public confidence, and can so certainly and permanently improve the just value of your property, as the incontrovertible proof which will be afforded by actual experience of that traffic which you are justified in expecting on your line. The Directors did not think it just or reasonable to the Proprie- tors who had embarked their property in the undertaking, but who, under the recent pressure, have found a difficulty in paying up their calls, to exercise against them the powers conferred by the Act, while that course could by possibility be avoided; but they think the time is now arrived to carry into effect the determination p-vnressed in their last Report, by forfeiting those shares at least on whicll tilC su i and L1I1l'll liifaaluivjuto Ku-vo *\ot bvtrii paIet. They therefore proceeded to forfeit them at a Board of Directors held on the 24th of January, and a resolution will be submitted to you, in conformity with the provisions of the Act, for confirming that forfeiture. Their number is 1,261, and the amount which has been received on them is Z4,137 10s. The Directors propose that those shares should not be re-issued until the improvement in the money-market shall be so confirmed that they may either submit some general scheme for re-allotting them among the shareholders at an advantage to them, or that they may be then gradually absorbed, so as not to produce any sensible effect on the value of your property. The forfeiture of these shares does not involve the consequent abandonments the claim which the Company possesses over the proprietors to whom they belonged, for the calls previously in ar- rear. On the contrary, it is the fixed purpose of the Directors to proceed to the recovery of these sums in every case which affords prospect of success, and now that an improvement has taken place in the money market, they feel that the performance of their duty to those proprietors who have paid with regularity prescribes the adoption of active measures againstt hose who may be in arrear on more recent calls. The half of the South Wales Capital having now been called up and received, the Directors recommended that at the present meet- ing, an authority should be given to borrow money on bond or mortgage. They hope that in the improved state of the money market, they shall find no difficulty in obtaining sufficient resour- ces by loans, in which case they will be enabled not only to suspend for a time further calls on the proprietors, but to proceed with greater rapidity with their works, during the summer months which are now approaching. The Directors consider that they have been fortunate in inducing C. R. M. TALBOT, Esq., M. P., of Margam Park, to accept a seat at the Board, in the place of Colonel Owen, who resigned, as they feel that his large interest in the undertaking, and his great local knowledge and influence, will render him a most important and valuable acquisition in the management of your affairs. The following Directors retire by rotation on the present occasion, but oflerthemselves for re-election JAJIES ALSTON, Esq. Sir J. J. GUEST, Bart., M.P. STEPHEN LEWIS, Esq. C. R. M. TALBOT, Esq., M.P. B. Dobree, Esq., has, to the regret of the Directors, tendered his resignation as one of the Auditors of the Company. It therefore becomes the duty of the Proprietors to appoint another gentleman as Auditor in his place. CHARLES RUSSELL, Chairman. The Chairman then moved that the report be adopted, printed, and circulated among the proprietors. Mr. Chapman had heard with much pleasure the lucid state- ment of the chairman, and thought the directors deserved the thanks of the proprietors for the manner in which they had conducted the affairs of the company under circumstances of very great difficulty. But he wished to know whether the work hitherto executed had been so within the estimates ? Mr. Brunei stated that the works had been continued on the original sums in the estimates, and nothing had occurred to increase the cost of consuuuilun (Hear, how). The delays in construction involved some payments to enable them to sus- pend the works. In reply to Mr. Chapman, Mr. Ridgway, and Mr. Turner, The Chairman said that hitherto the proprietors of the South Wales Railway had never contemplated the abandonment of the line beyond Swansea. There were obligations of public faith which required them to accomplish that line. The ques- tion was left open by their present mode of proceeding but his conviction was that they were bound to complete it. The time was not yet come to move for having Miltord-haven the station for foreign packets; they must first have the railway completed. The directors contemplated the forfeiture of shares on which the fourth, fifth, and sixth instalments had not been paid. Mr. Turner inquired why Mr. Brunei, who had stated in the report of August that the works between Newport and Swan- sea would be finished in 12 months, now said it would be 12 months at least before they were completed ? Mr. Brunei referred to the context as explaining his mean- ing. In August he had said if the works were prosecuted as speedily as such woiks could be prosecuted, they might be completed within 12 months. They were moving on more ra- pidly now than before, yet not so rapidly as they might if the means at disposal were not limited. The works were prose- cuted at the rate at which the directors informed him they were able to give the money to carry them on. Mr. Field observed that no mention was made of any com- munication between the directors and the Great Western Rail- way Company with respect to the money which the South Wales Company was about to raise. It w&s the interest of the Great Western Company to bring the South Wales line into