The Golden Falcon

Chapter XX/10 - Noon

In 1928 W. R. P. Eyre, son and nephew of shareholders in England. came to Ceylon and worked as assistant for A. W. Winter, defendant's brother, who had his own estate neighbouring the Company's land.  A. W. Winter retired from the directorship in that year, professing himself openly as out of agreement with E. D. Bowman's management.  W. Eyre accumulating knowledge of planting finance, he became dissatisfied with the management of the Company in 1932 and communicated his dissatisfaction to his relations (shareholders) in England.  As a result he was made a director, the shareholders in England transferring to him their powers of attorney or proxies previously held by E. D. Bowman.

W. Eyre was made a director at the end of 1932 and enclosure (A) is of interest showing that he initially criticised the estimate then under consideration for 1933.  He was by now superintendent of Pillagoda Valley, neighbouring the Company and a very similar estate.  He was therefore in an excellent position to criticise.

The first Annual General Meeting which W. Eyre attended was on 2.3.1933.  At this meeting Mr Eyre succeeded in arranging the appointment of a Visiting Agent (Mr. A.  T.  Sydney Smith) previously there had been none.

During 1933 Mr Eyre persistently claimed that insufficient profit was made by the Company on bought tea mostly supplied by:

Mr E. D. Bowman - Director

Mr E. A. Bowman .- ---(son) and later --- (superintendent)

Mr Haverstock Bowman - brother of E. A. Bowman.

All of whom possessed estates (with factories) -- (neighbouring) the Company.  E. D. Bowman held that he worked to make a profit of six cents per lb. if made tea from bought leaf.  Mr Eyre held that (a) this profit was insufficient (b) this profit was not, fact, made.

An agreement was reached that the Visiting Agent should make a schedule of prices to be paid for bought tea depending on the falling prices of tea.  Mr Sydney Smith made this schedule (enclosure B).  It is ---.(abundantly) clear that this schedule give the Company a higher profit than six cents per lb.

Further it is most important to note that Mr Eyre persistently complained that the yields of tea per acre of the Company (some 480 lbs) was too low.  Practically no cultivation had been carried out and Mr Eyre maintained that the yield of this Company's tea was kept low in order to have room in the factory for the manufacture of "family leaf".  About 1927 a large sum was spent on the extension of the factory and a large part of this sum must hive been expended to take the "family leaf."

Before we proceed further with the loss incurred by the Company, the following facts must be obtained from the Colombo Commercial Company.

(a) The tea-making capacity of the factory every year -- it was ---

(b) The amount of tea made from Company's own leaf and the acreage of tea in bearing for

     every year since formation of the Company.

(c) The amount of tea made from leaf supplied by:

     (1) Gotetuwa Estate (Mr or Mrs E. D. Bowman)

     (2) Lawelhena Estate (Mr E. A. Bowman).

     (3) Nagaskande Estate (Mr. H. Bowman).

     (4) Pillagoda Valley Estate (Mr. A. W. Winter).

     (5) other growers for every year since the Company was formed.

(d) Total money paid each year to (1), (2) and (4) above.

(e) Total proceeds of sales of made tea from (1), (2) and(4) above.

(f) The amount of money spent since the foundation of the company.

(g) Fees paid to each director since the foundation of the company.

On receipt of these figures we can perhaps claim that improper profits were made by growers.

Enclosed (C) is of interest.

Mr Eyre's reasons for not acting earlier:  He was elected to the Board as soon as he fully realised what was going on and proceeded in (taking) various measures (appointment of Visiting Agent, schedule of green leaf etc.) which would temporarily ensure correction of malpractices.  He placed the matter before E. D. Bowman (Schedule D).  "I received reply".  (E).  "Mr & Mrs Bowman are over 70 now and have in  the past been friends of my family and I did not wish to litigate if it could be avoided."  However both E. D. Bowman and Mrs Bowman have:

(a) threatened to remove him from the board out of turn, only desisting when they found that they could not do so without passing a special resolution for which purpose they had not a sufficient majority.

(b) threatened to oppose his re-election to the Board when he retires in rotation (1937) "which I understand they will carry out."

Mr Eyre foresees a return to old malpractices when he retires and to protect the shareholder whom he represents and on their instructions, now wishes to obtain redress to the Company from Mr (or Mrs) Bowman or any other available -- (grower).

26.1.1937 - Comments by Eyre on V. A.'s Report on visit on 12.1.1937.  Regards an estate not capable of producing 600 lbs as a bad proposition.  Bushes continued to die out prolifically.  "I should like an assurance that sufficient rubber nurseries are laid down annually to supply all vacancies once a year."  Note that during 1936 profits on bought leaf was 8 cents per lb. and on own leaf 20 cents per lb.  Rubber: "I do not think that even a gunpowder mixture will increase the yield of the appalling Sunnyside rubber."

26.1.1939 - C. C. C. reply to Eyre's letter of 22.1;.1937.  Apparently Eyre has asked if C. C. C. ever received any of power of attorney from the Baddegama Estate Co. Ltd., and if so, what instruction had been given.  C. C. C. state they cannot disclose this information but if a power of attorney has been received it would be registered which he could inspect.

1.2.1937 - C. C. C. to Eyre in respect of his letter of 28th January requesting AGM to be on 13th March "but as this is a Saturday, we would prefer the 12th or 15th" (pencilled on this letter "12th March") also states that power of attorney had been received from Mr E.  D. Bowman but not from Mrs E. D. Bowman.

Scribbled not about division of estate and bought tea for 1936 season.

15.2.1937 - Telegram from Cossack to E. R. (E. Rice?) "Consider it necessary hold Baddegama Directors' Meeting early, suggest Saturday 20th at 11.30.  Please advice if inconvenient or give an alternative date - Cossack."

10.2.1937 - C. C. C. to Eyre - "With further reference to your letter of 22nd ultimo I am now in a position to give you further information.  We have now received communication by air mail through our London Office from certain shareholders in the United Kingdom indicating that they are in possession of information to the effect that Mr E. D. Bowman has left powers of attorney with me with instructions to use them to vote against your re-election to the Board at the forthcoming Annual General Meeting.  I would explain that I do not hold a power of attorney from Mr E. D. Bowman but I have been asked to act as attorney by certain shareholders and to vote against your re-election.  I have decided however, not to act for any party at the General Meeting to oppose your re-election and we are so advising all shareholders concerned.  The Annual General Meeting of the Company has been fixed for Friday 12th March at 11.30 a.m. and we think it would be preferable if a meeting of directors were held as soon as possible so as to consider final account and other matters requiring attention.  We shall be glad to know what date between now and the end of the current month would be convenient to you for the meeting of directors to beheld and on hearing from you, we shall endeavour to arrange accordingly."

Letter dated 28.1.1937 from A. C. Benedict Eyre to G. G. Smith of C. C. C., London

Dear Mr Smith

Baddegama Co: I write at your request to confirm the statement made by me at my interview with you this morning.

I am representing in this matter, holders of 5,970 share and as 2,794 shares are held by the Public Trustee of Ceylon in trust for my brother's wife, I think we can assume that the view expressed are those of holders of, at least, 8,764 shares.

Any action taken by Mr Bowman to vote my brother off the Board of the above Company will be energetically resisted by the minority shareholders and some of them have already protested in letters which you have now in your possession.

The minority shareholders are not actuated in this matter by any personal feeling against Mr Edward Bowman and they prefer to leave personalities out of it and concentrate on what is best for the estate.

There can be no cause for Mr Bowman's action except personal feeling and you have agreed with me that the departure of my brother and Major Gwynn from the Board would not be in the interest of the Company.

Your representative in Ceylon is also, I understand, in agreement on this point.

The Colombo Commercial Company is acting in a fiduciary capacity and is paid to look after the interests of the estate for the benefit of all the shareholders.

We now find that your representative is about to take a step which your Company knows is against the interests of the shareholders.  You will, no doubt, be informed by your  lawyers of the legal position but I am enquiring from my lawyers here what is the position of a Director who accepts instructions from a holder of majority proxies to take action which he knows will be to the detriment of the company.

Any instructions accepted by Mr Bleakley to eliminate my brother from the Board would be monstrous.  Your Company knows, and has informed Mr Bowman, that it would mean the loss of another experienced planter in Major Gwynn.

Many of the powers of attorney held by Mr Bowman are on behalf of people who have no experience in business matters and who have no knowledge regarding rubber and tea and who are ignorant of whether the management of a company is good or bad.

A major step such as is contemplated, should only be take after information has been received from a majority of the shareholders and your representative should not accept the responsibility for such action until he has satisfied himself that it is the will of the majority of the shareholders after they have been told all the facts.

I submit that there is absolutely no answer to this statement and any reasonable man will see the sense of it.

Mr Bowman, being out of the Island, has pushed this contemptible and dirty business on to your unwilling representative and if he accepts these instructions, immediate action will be taken by the minority shareholders to get the matter put right.

You will realise that there are several personal aspects to this history of the Baddegama Estate which so far, have been the cause of no action by any shareholder,   Immediately I hear that my brother has been voted of the Board I shall, conjointly with my uncle Mr. W. H. Underwood commence an action against those directors who sat on the Board for many years and contracted with this Company on favourable terms.

I have already taken advice on this matter and I think you know the lawyers in Ceylon have already advised you that such contracts were not permitted by the Articles of Association and no resolution can be found in the minutes to protect them for their action.

These proceeding are not a vague threat on my part and they will be instituted even if they cost two or three thousand pounds to carry through.

I want to emphasise that my uncle and I have been ready to commence them for some months and the only reason why we have desisted is that the estate is really a family concern and we felt that any future trouble should be avoided if possible.

Quite apart from these contracts, the sale of Pillagoda to one if the Director of the company was very questionable and the Colombo Commercial Company has to approve it as their approval was a condition of the minority shareholders.  This approval was given by a sub-attorney who could not understand the situation.

Mr Bleakley is also a sub-attorney but he quite definitely does understand the situation.

I know you are as anxious as I am to avoid any action to which your Company would, undoubtedly, be involved and I hope very much indeed that we shall avoid the trouble and expense which washing of dirty linen will cause.

I am afraid that as I have had many things to occupy me during recent years, I have perhaps paid too little attention to what was going on at Baddegama.  I wonder whether you can get me a modern list of shareholders.  I will gladly pay for it and if I am entitled to it, I should like also their addresses.

Will you be good enough to inform your Ceylon office that if any Baddegama estate shares should come on market in reasonable numbers ,I am prepared to make a good offer for them.  Shares have changed hands during recent years at extremely low prices and I think that all shareholders should be informed when there are shares on offer, so that the best price can be obtained for the shares.  I am, yours truly.

Opinion of the solicitors.  The proposed action is against Mrs Bowman as she was a director and supplier to the company.  The opinion is that she  "has committed acts which were, each one of them, disqualifications for her further tenure of the office of a director.  However an action to recover the lost profits which must be made by the Company, would probably fail although there are uncertainties in the law in this field".

(Their argument seems a little strange and would not apply today because the act of entering into the sales contract of leaf would automatically disqualify Mrs Bowman from the directorship, she no longer has a duty to the Company.)

Part of a letter from A. C. Underwood to Eyre.

Algores,

Felsted,

Essex

Tel, Felstead 237

31.1.1937

My dear Boy

Should you want to use the Pillagoda affair for fighting Bletchley etc. I have here the original copy of the provisional agreement between Ally (Winter), E. D. B. (Edward Deslandes Bowman) and your uncle, that is, all powers of attorney allowed to confirm it.  47 1/2 acres in occupation and 90 acres maximum, not Thimbillakande and other two plots, this Pillagoda business must be only used for fighting the sale of tea of a director is ----."

What happened next was that at the AGM on 1.5.2.1937 Eyre was re-elected on a show of hands by the Chairman's casting vote but E. D. B. demanded a poll, which was fixed for 10.9.1937.

During the interim Eyre appears to have gone to England presumably to drum up votes, Mrs Eyre staying in Ceylon.  There are a number of letters from Mrs Eyre concerned with Eyre's ship being late, the last one hopes it will come in on 9th September.  It would appear his boat did not come in.

The votes for his re-election were 2,794 for and 12,915 against (total shareholding 25,001).  The 2,794 is the exact holding of the Public Trustees.  There is a letter from them stating that as the power of attorney given by them was defective, they would turn up in person.  From one of Mrs Eyre's letters it would seen that Eyre knew he had insufficient votes.

He committed suicide on 30.11.1937.

Putty Eyre suffered from shell shock after World War I.  There is a doctor's note amongst the family papers which suggested he had a nervous breakdown and that in the doctor's opinion the condition (unspecified) had been caused by overwork, depression and alcohol.  There is a letter from Shelagh Eyre dated 15.10.1937 stating "My husband has had a nervous breakdown and has had to go on  a sea voyage.  He has had to give up his job."  He seems to have been in hospital in June 1936.  At about this time Shelagh moved to Kandy as this letter gives their Kandy address.  Shelagh was at the Nuwara Eliya address in early 1938 perhaps to be close to the children.

It must be taken into account that the malpractices committed by Mrs Bowman actually referred to an agreement made between 2 brothers, their sister and brother-in-law to mutually help one another by getting their tea manufactured in what had been their grand-parent's factory.  They were the only members of their family who could have been be directors, as they lived in Ceylon, the rest of the shareholders were in England.  The planters had only their income from the estates to live on while the shareholders in England had lucrative jobs and any dividends received were in addition to their usual income.  For example Arthur Cresse Underwood was an eminent surgeon, Benedict's and Wilfred's sister Christobel Nicholson was wife of an admiral.

Most of them had been educated at the best English public schools (i.e. Benedict at Marlborough) whilst Ally and Edmund were educated at home and later in Church Missionary Society schools in Ceylon.

When their father Alfred Octavius (who had sold his shares in Baddegama) died comparatively young, his children were so poor that at his funeral they had to stuff their shoes with newspaper to prevent the damp getting in.  Ally's brother Charles in his memoirs comments that they used hibiscus flower to polish their shoes because they could not afford such luxuries as shoe polish.  Edmund walked barefoot, selling milk to his neighbours from the one cow he possessed, Ally had to leave school at 15 or 16 not only to fend for himself but he also provided for his sisters and brothers.  Charles left for England aged only 8 to live with his grandmother Sarah in England then had a hard life in Canada as did George in Florida.

E. A. Bowman's half-sisters (Haverstock Bowman's children by his second wife Adelaide Bourdon Hayley) may have had some business interests in H. P. Hayley and Company, Ceylon but not Edward Bowman senior himself.  Both Haverstock and Edward junior went to Eton.  The Eyres were landed gentry, Shelagh Horner's mother descended from the Barons Kilmaine and they appear in Burke's "Landed Gentry" and "Peerage" whilst the Winters in Ceylon were merely humble colonial settlers, descended from the son of a Clapham bricklayer and the daughter of a postman from Winchmore Hill.  Ironically Ally appears in Burke's entry for Eyre as Shelagh's first husband.

Benedict Eyre was wrong in saying Thimbillakande had not been sold to Ally.  The Deeds of Sale clearly state "All the shares of Walter Henry Trinnell Winter and others named above were sold to Alfred William Winter for Rs. 12,860.80 in Pillagoda Valley Estate comprising Malapalawatta, Pillagodakande, Pillagodawewa and Thimbillekande."

Ally not only inherited shares in Pillagoda but the other shareholders i.e. Walter Henry Trinnell Winter, Alice Winter (nee Lee), Harriett Ruth Shortland, Annie Hopfengartner, Caroline Bushby, Edward Deslandes Bowman senior, Charles Winter, Lydia Margaret Bowman, Evelyn Gertrude Bowman (nee Winter), Sarah Cresse Chesshyre, William Daly Winter, Edmund Winter, Robert Underwood, William Underwood, Arthur Underwood, Jessie Eyre (Wilfred's and Benedict's mother), Percy Winter, Charles Lee Winter and Hilda Beatrice Winter sold their shares to him.  The powers of attorney given to Edward Bowman senior were duly and properly witnessed in several instances before solicitors and J.Ps.

Edward Bowman senior and Edmund Winter were proved right regarding Wilfred's unsuitability as director because of his alcoholism and instability which led to his suicide.

As far as Shelagh was concerned, it seems unlikely she found the time, energy or inclination to commit adultery after having 3 children in 4 years - all difficult births and the first complicated by toxaemia, eclampsia and post-natal depression.  The usual result of difficult births is that a woman loses interest in marital relations and certainly would not have indulged in extra-marital ones.  Her lack of interest must have led to jealousy on Ally's part of a younger man who was probably a convenient shoulder to cry on.  This led to Ally seeking relief elsewhere as alleged by Shelagh in her request for advice from her lawyers to upset the clause in Ally's Will which prevented her re-marriage.  Ally probably never meant to be malicious (it was not in his nature) but may have believed a second husband would provide for her and thus leave Pillagoda for those least able to fend for themselves i.e. his natural children, some of whom never received the legacies he left them in his instructions.

Of the 3 "casuals" Harry committed suicide as he had a condition which made walking difficult because his knee lacked lubrication, Mary married a Ceylonese and died after having a very hard life and nothing further is know about Willie who seems to have sunk into oblivion.

"There is not much information about the present generation of Bowmans.  Edward Deslandes Bowman's  son Rex & his wife Dale live near Reading, Berkshire.  Sir Jeffrey (Geoffrey) CB., is now Parliamentairy Counsel and works for the PC Office in Westminster.  Guy Bowman from Australia came to work at Baddegama Estate after it was given back by the Ceylon Goverment but found it difficult manage.

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