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For the descendents of Richard Dearie and his son John Russell

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Page 3 Advertisements Column 3 [Advertisements] 0. The Straits Times, 5 January 1922, Page 3 and Page 7 Advertisements Column 1 [Advertisements] 0. The Straits Times, 7 January 1922, Page 7 MALAYAN COLLIERIES, LTD DIVIDEND OF TEN PER CENT. PAYABLE ON JANUARY 16, I92I. NOTICE is hereby given that the Transfer Books of the Company will be closed from January 9, 1922, to January 16, 1922 (both days inclusive), for the preparation of Dividend Warrants. 0. By Order of the Board, 0. J. A. Russell and Co., 0. Managing Agents and Secretaries 0. 0. For the information of Brokers and others only completed transfers lodged at the Company’s office by 4.30pm on the 8th instant will be given effect to before the closing of the books. 0. Certified transfers will remain registered in the name of the Transferor unless completed transfer is lodged as above. (153 words)

Mr. Nutt and the Tin Trade. [Articles] 0. The Straits Times, 20 January 1922, Page 9 Chinese Miners Views on his policy. FOOC KL January 19. The Hon. Mr. W. F. Nutt, O.B.E. received a hearty reception at the hands of the Selangor Chinese this evening, when he was entertained at a sumptuous Chinese Tea at the Chamber of Selangor Miners. There was a big gathering, including the Hon. Mr. W. George Maxwell, C.M.G., Chief Secretary, the Hon. Mr. F.O. Stonor, British Resident of Perak, the Hon Mr. R. C. M. Kindersley, Messrs. Argyll Robertson, J. A. Russell, A. Grant Mackie, W.T. Chapman, Richards, D. Freeman, A.S Bailey, Eyre Kenny, F.M Price, Wee Hap Lan, Yap Tai Chee, S.A. Yell, San Ah Win, Khoo Keng Hooy, Dr. E.A.O. Travers, D. Graham, Harris. The Hon. Mr. Choo Kia Peng presided and made a splendid speech in the course of which he read out two telegrams from Perak. The first one from the Chairman of the F.M.S. Chamber of Mines stated:- “ On behalf of the Chamber of Mines please thank Mr. Nutt for the great help rendered to the industry. The best wishes of the Chamber go with him” The telegram from Mr. Mair stated:- Most anxious to associate myself with your remarks Nutt today.” Mr. Kia Peng continued:- Gentlemen our guest, the Hon Mr. Nutt, requires no introduction. The function to-day is the only means of expressing the true feeling of the Chinese community towards a friend who has worked ungrudgingly for our welfare and for that of the general community for over twenty years. Though he has been away from Selangor for the last few years, we have not forgotten him, and I am sure that that feeling has been reciprocated by him. Up to yesterday evening I have no thought of saying anything with reference to Mr. Nutt's relation with his company. When I saw the paper I realized at once there has been a terrible misunderstanding to which our friend is the victim. Of two things I am positively convinced and they are, firstly, that the action which Mr. Nutt so courageously took was in the best interests of this country as a whole, and therefore ultimately and of necessity, in those of the Straits Trading Company itself and, secondly, that Mr. Nutt was not actuated by any spirit of reckless speculation or any desire, by deviating from the traditional policy of his predecessors, to make illegitimate gambling gains for his shareholders. No one who knows Mr. Nutt and the high minded and disinterested course of action for which he has always stood, can for a moment doubt this fact. (Applause.) Mr. Nutt has our deepest respect and sympathy for being the victim of what is I think, a shortsighted and I trust only a temporary deviation from the Straits Trading Company’s traditional policy of preserving the local tin mining industry even if it means some little and momentary curtailing of its own consistent earning of phenomenally high profits. (hear, hear). Public Spirit. During the war measures were passed by the score, he was always active in safeguarding the interests of the various communities, whilst on council the amendments of the banishment Enactment and various others affecting more particularly the welfare of the Chinese community have been chiefly due to his indefatigable energy. He held a unique public position in Malaya as being the only official member who has sat on two councils- The Federal and the S.S. legislative Councils. (Applause) So much for our friend Mr. Nutt in his public capacity. Now I must speak of his social side. I know that my friend does not claim anything special in this connection but with very great aid of his better half he has for many years been a power for good in our social life. Gentleman, there is another side of the question why we appreciate the good works of a man like Mr. Nutt. It is because public spirit in this country is not too common. I have not the slightest doubt that in the hearts of most people in this country there is a genuine feeling to do good for our fellow countryman and for the country from which we derive our protection, freedom and prosperity. That that public spirit as a rule has not been conspicuously displayed is partly due to the modest character of all communities and partly due to the diverse nationalities we have in our midst. So that when the public curtain rises we find on the stage a few players striving with all their might to please the audience. Every wrong step or every false note is detected. They have to stand the racket. It may be applauses or hisses. You will I think realize how difficult is their position sometimes. But there is one compensating factor in our works. We are often assisted in our works by the responsible officers of the Government. Take our case, we are fortunate in having a very firm, impartial, and sympathetic man in the person of Mr. Maxwell, our Chief Secretary, whose knowledge and experience of Malaya stand second to none (applause). The Asiatic communities are always assured of sympathetic treatment by him. I have seldom failed to enlist his assistance for any Chinese cause if I can manage to put a fair proposition before him. When I appealed for out Chinese Maternity Association he said take me to see it. After the visit the Government gave us an increased annual contribution and told us to proceed with the extension of the building by again helping us to a dollar per dollar contribution. When I wrote an appeal to him on behalf of the Asiatic Unemployment on a Saturday, he at once sent for out committee to meet him on the following Monday and gave us a handsome donation. These are only a few examples. Gentleman, if there is anything more that I desire to take this opportunity to impress upon the mind of this gathering it is this. We are all in this country on a similar mission, to make an honest living and to build ourselves up. To do successfully it is essential we must have peace. Each community cannot adopt an indifferent towards the other, because the general interest will suffer. Neither the Government nor the governed can afford to go on in separate paths towards different directions, for we can never meet at a common point. Therefore let us Chinese, other Asiatics, Europeans and Government work together and help one another by showing one another the shortest route to reach the common ground upon which all our future salvation depends. For Mr. Nutt our earnest wish and hope is that, after short rest in England, Malaya may attract him back to carry on the splendid work to which he has devoted himself for the last quarter of a century. (applause) 0. Mr. Nutt’s Reply 0. Mr. Nutt, who was greeted with applause, said in reply:- Mr. Choo Kia Peng, members of the Selangor Miners association and Chamber of Commerce and gentlemen: I thank you first Mr. Kia Peng for your very kind and sympathetic expressions which at the present time I greatly appreciate. I thank the Chinese gentleman of the Selangor Miners Association and Chamber of Commerce for giving me the opportunity of meeting you here this afternoon to bid you goodbye. It is with feelings of sadness and regret that I take leave of Maya and when Mr. Kia Peng intimated to me that you Chinese gentlemen wished to take leave of me in this manner I was very grateful to him for the opportunity of meeting you and saying a few words on the very trying time all those connected with the mining industry have been through during 1919/1920. The history of this commenced with the first crisis of 1914 when the miners were deprived of a market for their produce. This was of short duration. The Government for the first time in the history of this of this country came forward and became buyers of tin. I well remember the incident as I was asked by the unofficial community to go to Singapore to interview Mr. Wilkinson the Acting Governor and Mr. Cook the head of the Straits Trading Company ltd. To see what could be done to mainstay the mining industry. In March 1918 I was appointed Managing Director of the Straits Trading Company Ltd. I had not had this position more than a few months when the tin market became disorganized by the intervention of the Home Government control and Messrs. Boustead and Co Singapore on July 12 1918 were appointed the sole Agents for tin in the straits which appointment ceased on December 12 of that ear. Tin was therefore controlled during this period and this control has, in the opinion of many, been responsible for what occurred afterwards. 0. Resume Of Tin Position 0. Hostilities, as you are aware, ceased on November 11, 1918. Towards the end of December 1918 tin prices fell very rapidly from the control prices and there was no demand and I came to Kuala Lumpur and saw Sir Edward Brockman and put certain proposals before him by which the straits trading Co Ltd would finance miners on the basis of $90 per picul which would naturally have been limited by the finance available. I also met in this hall members of your association and conveyed to them my proposals but these were not acceptable for reasons known to you all. I then saw the Chief Secretary again and urged that the Government should again come to the assistance of the industry and they agreed to buy tin ex FMS ores to carry the position over the Chinese New Year. Buying commenced for the Government account on January 5, 1919 at $118 and ceased on April 26 of that year at $100 per picul, the two smelting companies being appointed as Government Agents. The result was that large unsold stocks of tin were accumulated by the FMS Government and also by the straits trading Co. In March 1919 at my suggestion with the authority of Sir Arthur Young who was then Governor of the Straits Settlements and High Commissioner of the FMS I went to Batavia to confer with the Netherlands Indies Government to the scheme being to hold off combined stocks for a minimum price of $119. The scheme though not entirely acceptable was the means of reciprocal feeling between the two Governments on the question of tin stocks. The Netherlands Indies Government did not sell so that nominally the position of the Eastern tin holders was sound and of mutual benefit to both Governments and the smelting interests. In July 1919 the market re opened and by the middle of August 1919 the whole accumulation of Straits tin had been disposed of to buyers at Singapore with satisfactory financial results to both the FMS Government and the Straits Trading co. From August 1919 to February 1920 the tin market reflected high prices, demand was good and the highest price ever recorded for tin in the history of the world were reached, £422 in London and $212.75 at Singapore. Speculation seemed to be rife and in March very violent fluctuations in the tin price took place, the movement being downwards. Big drops in the Sterling price took place and the position seemed to be out of control. From January to March 1920 the dollar bids for tin in Singapore were at high premium over the London parity and there seemed to be no stability in the position. Big falls in the sterling price brought out large sales from the FMS producers and ore held against advances was unloaded and demand showed signs of falling off. The market would not absorb the supplies coming forward, but the Straits Trading Co continued in accordance with its policy ever since its inception, buying ore daily, with the result that it soon found itself accumulating tin, for which there was little or no demand. This condition maintained for a considerable time and the position was fraught with anxiety. During that time I kept the Government fully informed of the situation and the miners sent a deputation to the Government urging upon them to take action similar to what they did following the Armistice and on December 6, 1920 the FMS Government became buyers of tin as before from the FMS ores at $110 per picul. The price was subsequently increased to $115 then reduced to $100 at which price Government buying ceased on February 8, 1921 0. The Bandoeng Agreement 0. On February 20, 1921 I saw the Hon. Mr. A B Voules, the Acting chief Secretary of the FMS and suggested that I should go to Batavia to endeavor to come to some agreement with the Netherland Indies Government in the matter of accumulation of stocks and I also had interviews with His Excellency at Government House, Singapore and with his written authority I sailed with Mr. George Penny for Batavia on February 25, 1921 and on February 28, 1921 at Bandoeng a conference was held at which the now well known Bandoeng Agreement was arrived at in the matter of accumulated stocks of Straits, Banka and Billiton tin.

(Ed.: following text faded and hard to decipher) This, gentlemen, is briefly a rough resume of the unprecedented position in which the tin industry finds itself after the world war, and only those who have been associated with the management of a large organization like the Straits Trading Co. from March 1918 to the to the present time can appreciate the stupendous problems, difficulties and anxieties that I have faced during that period. It is true that the economic conditions of the period following the Armistice are different from those which pertain now and it is problematical and a debatable point whether the present position would have arisen had the practical system of control exercised by the British Government on the tin industry during the war not been in operation. Government control put a ban on statistical information which created a false position, as was instanced by America having 10,000 tons tin bought under the control which was subsequently sold to consumers at the control price of 72 cents (gold) per lb. while buyers were not permitted to buy tin from producing countries at a much lower figure. Tin metal and tin ore imports were embargoed, as we know. 0. The work that the Straits Trading Co. Ltd. did though its management on behalf of the F.M.S. mining industry both here and in England during this anxious period can never be fully appreciated, in fact in certain directions it is misunderstood. I have always felt that the prosperity of the Straits Trading Co. was intimately bound up with the prosperity of the mining industry and in continuance of that policy which has characterized the operations of the Straits Trading Co. since its incorporation the Company finds itself to-day the holders of a quantity of tin that the market could not absorb. 0. Object of Mr. Nutt’s Policy 0. During the past few days the Straits Settlements and F.M.S. has been placarded with the results of my policy and from this you have no doubt read the criticism which is heaped upon my head. It was not my intention to refer to this in my speech today as the matter is one largely between myself and the shareholders of the Straits Trading Co. but as such publicity has been given to the issue from the side of those who are now in authority I think it only reasonable that I should endeavor to clear away any misunderstanding. It is for that reason that I have led up so fully to the culminating point of my resignation. I took up a definite policy from the beginning of the tin crisis and have stuck to it, whether my policy is right is a matter of opinion. Mr. Kia Peng has broken away from his promise to me quite rightly I think in defence of one who has done his best for the industry. To state that I went in for a rash speculation is unjust and incorrect. My whole aim and object in my policy has been to protect the mining industry during the most critical time in its history, to assist the F.M.S. Government and to keep up the Good name of the Straits Trading Co. with whom I have worked for nearly 27 years. My policy may give the appearance of speculation i.e. to buy more ore than you can sell tin or not to sell tin on every occasion when the market was willing to offer a price for it. If I had met the merchant speculator or the market operator on every occasion when he bid for tin I fear we should have seen the price of tin down to $50 and the industry on its knees. I am quite satisfied that the policy I adopted was the right one and I am also satisfied that it will in time be acknowledged to be so, and though I have suffered the greatest ignominy during the last three months and particularly at the meeting of the Straits Trading Co. on 16th instant the result will ultimately prove that I was justified. No one has yet put before me a clear exposition of what would have been the result if I had not adopted the policy I did. I have a very clear idea of what would ?be conveyed and no doubt anyone who cares to think also has. The public may say why did I not reply to the criticisms at the meeting on 16th. I can only reply that I had stated my case to those who were adjudicating on my policy and as agreement became impossible we agreed to differ and I was satisfied to allow time to prove my policy, but owing to the publicity given to the whole question as in ?my knowledge this is the first occasion that the proceedings of the Straits Trading Co. General Meeting have appeared in the Press. I decided to break away from my original intention and I thank you Gentlemen for giving me this opportunity. 0. It is a serious position for me to be in after a career of 27 years in Malaya to be leaving it shall I say under a cloud when my own friends and acquaintances are weighing up in their minds as to whether I did right or wrong. I can only assure you I did the best my conscience told me and what I have given of my best to the Company I have served and the country that has sheltered me. I am sorry to have clouded the proceedings by this my dissertation. I should like before I conclude to say how pleased I was that the F.M.S. Government has recognized the genuine qualities of your chairman the Hon. Mr. Choo Kia Peng in making him a member of the Federal Council. Nothing pleased me so much as when I read of his appointment. Mr. Kia Peng is one who is full of public spirited ideas, full of the wish to protect those in not such a favourable position as himself and full of love and loyalty for the country in which he lives, and the tone and spirit of his speech is genuine to the core. I should like to make reference to the your benevolent Government who as I have already stated have stood by the mining industry on three occasions. This has not only assisted the miners but has allowed the smelters to continue their industry undisturbed and the various heads of Government during the period I have referred to deserve the greatest thanks for their courageous policy. In your present Chief Secretary the Hon. Mr. W. G. Maxwell you have man of marked ability and integrity, a man who has a staunch affection for the F.M.S., and I feel sure that so long as these States are under his guiding hands that the administration will be one of steady advancement in the many directions necessary. I fully sympathise with him over the present position, the result of the disturbed condition of the economics of the world, but the period of marking time may in the end be the best for us all. 0. I cannot conclude without again thanking you for this kind reception and for the expression of sympathy which have been of the greatest support to me during the trying period I have recently been passing. (applause) The proceedings then terminated. (2299 words)

The Straits Times 26 January 1922 page 8 and The Straits Echo Mail Edition 31 Jan 1922, p.117 Quite a little military expedition was to be seen going through the streets of Kuala Lumpur yesterday accompanied by Major Fish, of Messrs. J. A. Russell and Co. They were conveying over $100,000 to Malayan Collieries to pay the monthly wage bill. News had been received said the Malay Mail, that an attack was planned to be made on the money this payday, hence the warlike escort. (69 words)Untitled [Articles] 0. The Singapore Free Press and Mercantile Advertiser (1884-1942), 8 February 1922, Page 2 Quite a little military expedition says Wednesdays Malay Mail was to be seen going through the streets of Kuala Lumpur this morning accompanied by Major Fish, of Messrs. J. A. Russell and Co. They were conveying over $100,000 to Malayan Collieries to pay the monthly wage bill. News had been received, that an attack was planned to be made on the money this payday, hence the warlike escort.

THE ROYAL VISIT. [Articles] The Straits Times, 26 January 1922, Page 9
 (Malayan Matches Limited are showing two machines in operation…)

TOPICS OF THE WEEK. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 4 February 1922, Page 1 0. 
TOPICS OF THE WEEK. 0. There was no arriere pensee in the Hon’ble Mr. James ‘ mind the other day when in detailing the attractions of the Malaya Borneo Exhibition he mentioned the sleeping coach of the F.M.S. railways in close company with the menagerie of wild animals, but the topicist can hardly absolve a brother scribe from a mean joke when in his account he said that the Malayan Matches Ltd. would show a machine making a match. Probably he holds shares in the Company. Mine Models.

[Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 3 February 1922, Page 7 and Mine Models. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 2 March 1922, Page 7 and MALAYA-BORNEO EXHIBITION [Articles] The Straits Times, 2 March 1922, Page 10 MALAYA-BORNEO EXHIBITION Mine Models. Among the exhibits in the Minerals : Section are ……”From Selangor…specimens of coal from the Malayan Collieries”

F.M.S. RETRENCHMENT COMMITTEE. [Articles] 0. The Singapore Free Press and Mercantile Advertiser (1884-1942), 18 February 1922, Page 6 FMS RETRENCHMENT COMMITTEE FOOC KL Feb 17 0. Retrenchment Committee has been appointed consisting of Messer’s W. S. Gibson (President), J. H. M. Robson, G. P. Bradney, E. A. Dickson, D. H. Hampshire and J. A. Russell. The terms of reference authorise a full enquiry into the establishments and organisation of the various Government departments, their expenditure, supervision and control of same, allowances of all kinds and emoluments other than salaries drawn by Government officers. (60 words)

Untitled [Articles] 0. The Singapore Free Press and Mercantile Advertiser (1884-1942), 8 March 1922, Page 2 0. Mr. H. H. Robbins, of Messrs. J. A. Russell and Co., has returned from leave.

LETTER FROM: - J. A. Russell & Co. TO: - The Collector of Land revenue, Kuala Lumpur. 20th March 1922 Kuala Lumpur. 20th March 1922 Sir, Sub-Division of Plan 14831 C.T. 1418 Mukim Ulu Kinta I have the honour to enclose herewith Form of Surrender of that 1600 sq. ft. of the above Title acquired by Government for the purpose of an Electrical Sub-station. Also enclosed is the Issue copy of Title, for excision of the portion surrendered. I shall be pleased to receive cheque for the sum of $1600/- in due course. I have the honour to be, Sir, Your obedient servant, Per pro J. A. Russell H.H. Robbins. From National Archives of Malaysia. Transcribed by P.C.

New Serendah Rubber. [Articles] 0. The Straits Times, 23 March 1922, Page 10 0. New Serendah Rubber. 0. The Financial Position Quite Sound. 0. The twelfth annual general meeting of this company was held at the registered office of the Company 1, Embankment, Kuala Lumpur, on Tuesday, with Mr. J. A. Russell in the chair, others present being Major Russell F. Grey, Major H. Gough, Messrs. A.K.E. Hampshire, D.H. Hampshire, C.A.L. Ward and M.D. Fallon. The representatives of the Secretaries, Messrs. Boustead and Co., Ltd. Having read the notice convening the meeting the chairman addressed the meeting as follows:- 0. Gentlemen, - Following the usual course, I will take the report and accounts as read. There is little that it is necessary for me to say in explanation of them, for you will find contained in the report most of the figures and particulars which you may require to form an idea of the recent position of the company. I think that all I really need add this afternoon is to say that the financial position of the company is quite sound. I greatly regret that it is not possible for your directors with prudence to recommend the payout of a dividend. It would be unwise to do so at a time like this, and so to jeopardize the future safety of your property. Our liquid investments and cash at Bankers to-day total $72.000, and we estimate that if it becomes necessary to cease tapping entirely, this sum will enable us to keep the estate in first class condition for a period of quite three years. We hardly think that the worst in the depression of the rubber plantation industry is likely to last for a longer time than this. Our buildings, factory and machinery have been well written down in the course of the past years, a rough valuation at the end of 1921 putting them at $90.000 against the $13.381 at which figure they stand in our books. As, however, in the event of liquidation, other than by selling the estate as a “going concern”, they would have little realisable value. I should really like to see them stand at the nominal figure of $1 and I trust that in time they will actually do so. 0. Restriction Policy. 0. Owing to the Company’s policy of restriction the loss on the year’s working is heavy, but had the company tapped all out it could undoubtedly have made a profit. Your directors however have considered that as this company can afford to restrict, in the interests of the rubber industry as a while it should most certainly do so. The rest from which the trees are benefiting will probably eventually more than repay us. In considering this loss, shareholders must also bear in mind that in conformity with the Board’s established policy extending over the last 6 years all expenditure on account of general charges is charged against Revenue, if the proportion expended on immature areas were charged against Capital, the loss on the year’s working would have been reduced approximately to $14.000. Although every possibly economy has been and is being exercised, it is not being exercised to the detriment of the estate which has been fully upkept during the past year, cultivation by means of silt pits has been carried out throughout the immature area. Bud grafting of 100 acres of immature rubber is not yet quite complete but it shortly will be so. I can think of nothing further to say, but should shareholders present like to question me about points on which they are in doubt, I will do my best satisfactorily to answer them. 0. A Development Reserve 0. Mr. Ward suggested that an amount should be transferred from Profit and Loss account to a Reserve for Development account, as this would make the position of the Company clearer. 0. The Chairman replied that this would receive the consideration of the Directors. 0. Mr. Ward asked some other questions in regard to the balance sheet and profit and loss account to which the chairman replied. On the proposition of the Chairman seconded by Major Russell Grey the report and accounts were adopted and passed. 0. Mr. J. A. Russell was re-elected a director and Major Russell Grey was appointed to fill the other vacancy on the Board. 0. The retiring auditors Messrs. Neill and Bell were re-elected. 0. The Report 0. The following is the report of the Directors:- 0. Acreage Statement.- Mature Rubber 1,064.7 acres, Rubber Planted 1915, 30.0 acres, 1916 41.0 acres, 1917, 41.9 acres, 1918 15.0 acres, 1920 100.0 acres, total planted area 1,292.6 acres; Reserve Jungle 504.7 acres; Swamps 23.4; Building Sites 15.4; Total acreage 1,836.1 acres. 0. After providing for depreciation the loss for the year amounts to $19,765.43. The balance profit brought over from the previous year is therefore reduced to $99,572.39 which your directors recommend to be carried forward. 0. Crop,- The crop harvested for the year was 202,501 lbs against an estimate of 372,350 lbs. In February it was decided to voluntarily restrict and an area of 585 acres was taken out of tapping round and rested right through the year which accounts for decreased output. 0. Costs.- The all- in cost per lb was cts. 41.08 and the gross price realized was 30.37 cts. per lb. It is to be noted that 100 per cent of general charges has been charged to revenue. 0. (904 words)

PRINCE IN MALAYA. [Articles] 0. The Straits Times, 30 March 1922, Page 9 PRINCE IN MALAYA. 0. Kuala Lumpur's Enthusiastic Reception. 0. "Friendship at First Sight." 0. (From Our Own Correspondent.) Kuala Lumpur, March 29. 0. From an early hour this morning all roads appeared to converge on the Padang in front of the Government offices where the first public reception to the Prince was held amidst never to be forgotten scenes of joy and enthusiasm. The Padang itself was one sea of heads while the verandahs and balconies were all crowded, although admission to these was confined to ticket holders. The royal dais stood at the porch of the Selangor Club behind which seats were reserved for officials and the Sultan’s retinues. From the dais to a special enclosure by the roadside in front of King Edward V11 statue a way was prepared between thousands and thousands of Malays from 4 states. The Prince, who was accompanied by Sir Laurence Guillemard was in Khaki military uniform. He arrived sharp at 11 and stopping the car outside the first arch walked up to the MSVR guard of honour drawn up on the left hand side of the road. The guard gave the Royal salute when the prince was about ten yards away. After the inspection of the guard His Royal Highness stepped under a covered way where the following gentlemen were presented to him:- (long list of names including J A Russell at about number 72 out of 90 on list) (Summary: The Prince in his speech congratulates the rulers and the people on astonishing results in progress and development, knows that they are suffering from severe depression in tin and rubber industries, is confident that as the world recovers from the effects of the Great War, that these industries will recover. Their loyalty is treasured by the King his father, notes Malaya’s gift of the battleship Malaya to the British Navy, and says that it is friendship at first sight. Prince then walks past singing schoolchildren. Then goes to Government House where he meets the rulers in private. Invested the Sultan of Pahang, and Sir Lionel Woodward. Met ex servicemen in the afternoon full programme not carried out due to heavy rain. Played polo at the racecourse in front of a cheering crowd. After 8 at night drove to the Selangor Club for Governors Banquet, then went to Town hall for a State Ball. Shook hands with the ladies. Danced with 2 ladies and left the hall shortly after 11.) 0. (1546 words)

PRINCE IN F.M.S. [Articles] 0. The Straits Times, 31 March 1922, Page 10 0. PRINCE IN F.M.S. 0. State Ball at Kuala Lumpur. 0. Luncheon and Departure. 0. (From Our Own Correspondent.) Kuala Lumpur, March 30. 0. Last night's banquet at the Selangor Club and the ball at the Town Hall far surpassed in splendour anything so far done in honour of the Prince. (Summary Description of the ball, electric fans, 500 people, arrival of guests along Java Street. Luncheon at the Station Hotel, the Railway Station and the dining room of the Railway Station were decorated with greenery and flags. HRH arrived at 1 pm. Lists of guests at main table. He is flanked by Maxwell and Dr. Travers, at the main table are among 50 guests including J. A. Russell. Another is Lord Louis Mountbatten. Another approx 60 guests listed. Toast. Prince shook hands with all the guests. Left for Government House, presented with flowers, guard of honour. HRH reached station at 3pm entered the Royal Train. The engine was decorated with Prince of Wales feathers. Cheered by large crowd, at every station. Arrived Port Swettenham. Embarked on The “Renown” for Singapore. Reception committee had worked for 2 months. Police were efficient. Crowds well behaved.) 0. (1558 words)

The Straits Times, 31 March 1922, Page 7 Malayan Collieries To the editor of the Straits Times Sir, _ What is wrong with Malayan Collieries? So far as I can learn the last accounts were made up to 30 June 1920, that is about one year and nine months ago. Since that time a new property has been acquired at huge expense, new capital issued whilst shareholders are left absolutely in the dark for this long period of time as to the financial position of the Company. Some intimation was given that the financial year would end on December 31st instead of June 30th, but if the Directors desired to make this change they should have had the usual meeting in 1921 and an extra one in 1922. In any case it is now nearing the end of March and we are still waiting without any account of the Directors’ stewardship, shares have slumped enormously and all that one can hear are various vague rumours. Is there no Registrar of Companies in the F.M.S. and what is the law with reference to the holding of Meetings? Yours etc. SHAREHOLDER Singapore March 29th

Malayan Collieries. [Letters] 0. The Straits Times, 4 April 1922, Page 10 Malayan Collieries. To the Editor of the Straits Times. 0. Sir,— With reference to the letter appearing in your issue of the 31st ultimo regarding our yearly accounts, shareholders were duly circularised on November 15 last to the effect that the end of the company's year had been altered from June 30 to December 31 This was done in order to make the company’s financial year agree with the accounting period of its Dutch subsidiary. 0. In that circular it was further stated that as it would take some little time to get the company’s accounts audited, it was intended to pay the final dividend of 10 per cent before the issue of the report and the accounts, a preliminary audit having already disclosed the fact that the sum earned to date was sufficient to pay such a dividend. 0. The final dividend on account of profits earned during the last financial period was duly distributed to shareholders on January 16th. 0. In order to waste no time, the books of the company were audited as far forward as possible during September and October. 0. The final accounts for the year including those from Borneo were in the accounts balanced by the end of February, and the final audit commenced on March 13 which for a company our size is a very creditable performance. This final audit has not been yet completed, but should be finished shortly, and it is expected that the report and accounts will be issued and the general meeting held before the end of the present month.- Your etc. . MALAYAN COLLERIES LTD. 0. Per J. A. Russell and Co. Agents and Secretaries 0. Kuala Lumpur April 1

UTAN SIMPAN RUBBER. [Articles] 0. The Straits Times, 5 April 1922, Page 11 UTAN SIMPAN RUBBER. Sound Financial Position Reported. 0. The twelfth annual general meeting of the Utan Simpan Rubber Co. Ltd., was held at the registered office of the company, 1 Embankment, Kuala Lumpur, on Saturday with Mr. V. Utterson Kelso in the chair. The others present were Messrs. A. K.E. Hampshire, M.D. Fallon, R. M. Newton, W.E.H. Ross, F.S. Gread, and Mr. B.G.H. Johnson representing the Secretaries Messrs. Boustead and Co. After notice convening the meeting was read the chairman addressed the meeting as follows:- (Summary: profit for year $13,828.78, cash reserves, should selling price of rubber go below a figure where it no longer pays to tap the reserves should last 2 years or more, trees healthy and well, property in good condition, costs of tapping slightly higher than on some estates due to lay of the land and fact that all labour is Chinese. “ It would be unwise to attempt at present to exchange a well established Chinese labour force for a Tamil force which would probably drift away as soon as conditions improved” come through an anxious and difficult period, stronger position than when they started.) The retiring directors Messrs. J. A. Russell and A.K.E. Hampshire were re -elected, as also the auditors Messrs. Neil and Ball.

KAMASAN RUBBER. [Articles] 0. The Straits Times, 5 April 1922, Page 11 0. KAMASAN RUBBER. 0. Profit Earned for The Year. 0. The twelfth annual general meeting of the Kamasan Rubber Co. Ltd. was held at the registered office of the company, 1, Embankment, Kuala Lumpur, on Saturday with Mr. K. W. Tyler in the chair, others present being Messrs. M. J. Kennaway, J. A. Russell, A.K.E. Hampshire, C.G. Trotter and Mr. G.H. Johnson representing the Secretaries Messrs. Boustead and Co., Ltd. (Summary. Have liquid cash $67,000, in strong financial position, and can carry on for some years if tapping has to stop. Difficult time during last year, continually depreciating price of rubber, profit has been earned for the year, dividend of 5 per cent for year ending Dec 31 1921. Estate in good order, large sum spent on drains, enough labour, health of coolies good, cost of caring for sick coolies very small, they are one of the members of a group hospital in the district and the greater part of the medical expenditure is the upkeep of the hospital. Few pests on the estate, only disease is brown bast. Thanks to Mr. C. G. Trotter in charge of estate.) 0. 0. (614 words)

Power of Attorney dated March 25, 1920 given by said W R Loxley & Company, and the Deed of Substitution and Power of Attorney dated April 6, 1922 given by Mr. John Archibald Russell both in the favour of the said Adriaan van der Harst authorised to act on behalf of W. R. Loxley & Company or John Archibald Russell. Part of legal notice in Page 2 Advertisements Column 1 [Advertisements] The Straits Times, 14 July 1924, Page 2


Letter to the Secretary to the Resident, Selangor, Kuala Lumpur from Malayan Collieries Limited, Hongkong and Shanghai Bank Buildings, Kuala Lumpur 24th April 1922. Your No. 2 in 1525/22 -11-4-22 Sir, We have the honour to inform you that we have this day paid the State Treasury, Selangor the sum of dollars Eighteen thousand and seventy –seven, cents twelve, ($18,077.12) being Royalty at 25 cents per ton on Coal- for the first quarter ending March 31st., of the year 1922, as per statement enclosed. We have the honour to be, Sir, Your obedient servants, Malayan Collieries J. A. Russell and Co. Signed ? Robins? Manager, Agents and Secretaries. Document in the National Archives of Malaysia. Se Sect. 1525/1922

Royalty Return for the first Quarter Ending 31st March 1922

Month	Coal raised		Total raised	Coal Sold			Total sold	Average selling price on all grades
1922       January February March	For sale	Slack for Boilers		Screened	Unscreened	Slack
	Tons c qr 29372-1-3	Tons c qr 1563-3-2	Tons c qr 30735-5-1	Tons c qr 19285-5-2	Tons c qr 3124-18-0	Tons c qr 2961-18-1	Tons c qr 29372-1-3	$8.12 per ton
	20270-5-3	1461-12-3	21731-18-2	14205-10-2	1368-5-2	4696-9-3	20270-5-3
	22666-2-2	1539-12-3	24205-15-1	15032-10-2	2496-14-1	5136-17-3	22666-2-2
	72308-10-0	4364-9-0	76672-19-0	48533-6-2	6839-17-3	12795-5-3	72308-10-0

 

Royalty Return for the second Quarter Ending 30 June 1922

Month	Coal raised		Total raised	Coal Sold			Total sold	Average selling price on all grades
1922       April May June	For sale	Slack for Boilers		Screened	Unscreened	Smalls
	Tons c qr 24013=17-3	Tons c qr 1370-19-2	Tons c qr 25384-17-1	Tons c qr 16203-14-3	Tons c qr 1904-8-3	Tons c qr 5900-14-1	Tons c qr 24013-17-3	$8.22 per ton
	21997-11-2	1263-1-3	23260-13-1	14745-2-1	3007-13-1	4244-16-0	21997-11-2
	18909-8-3	1230-3-1	20139-3-1	13022-12-3	2213-5-0	3673-11-0	18909-8-3
	64920-18-0	3864-4-2	68785-2-2	43976-9-3	7125-7-0	13619-1-1	64920-18-0

Royalty on Tons 64920-18-0 @ 25 cts per ton = $16,230.22

Royalty Return for the third Quarter Ending 30 Sept 1922

Month	Coal raised		Total raised	Coal Sold			Total sold	Average selling price on all grades
1922       July August Sept:	For sale	Slack for Boilers		Screened	Unscreened	Smalls
	Tons c qr 21010-9-3	Tons c qr 1293-2-2	Tons c qr 22303-12-1	Tons c qr 14816-6-1	Tons c qr 2554-16-1	Tons c qr 3639-7-1	Tons c qr 21010-9-3	$8./- per ton
	21775-7-3	1219-8-2	22994-16-1	15337-13-0	2769-18-0	3667-16-3	21775-7-3
	20849-9-3	1348-8-1	22197-18-0	15821-17-2	2467-5-0	2560-7-1	20849-9-3
	636?5_7-1	3860-19-1	67496-6-2	45975-16-3	7791-19-1	9867-11-1	63635-7-1

Royalty on Tons 63635-7-1 @ 25 cts per ton = $15,908.84

Royalty Return for the fourth Quarter Ending 31st Decr: 1922

Month	Coal raised		Total raised	Coal Sold			Total sold	Average selling price on all grades
1922       October November December	For sale	Slack for Boilers		Screened	Unscreened	Smalls
	Tons c qr 22672-3-1	Tons c qr 1400-0-1	Tons c qr 24072-3-2	Tons c qr 16960-9-0	Tons c qr 2612-3-2	Tons c qr 3099-10-3	Tons c qr 22627-3-1	$8.01per ton
	20194-13-3	1487-2-0	21681-15-3	15283-10-3	2385-2-3	2526-0-1	20194-13-3
	22617-14-3	1402-2-3	24019-17-2	16677-12-3	2830-12-3	3109-9-1	22617-14-3
	65484-11-3	4289-5-0	69773-16-3	48921-12-2	7827-19-0	8735-0-1	65484-11-3

Royalty on Tons 65484-11-3 @ 25 cts per ton = $16,371. Document in the National Archives of Malaysia. Se Sect. 1525/1922 Quarterly Return of Royalty on Coal sales for 1922

The Malay Mail, Thursday, April 27, 1922 and Malayan Collieries. [Articles] The Straits Times, 28 April 1922, Page 11
 Malayan Collieries. The Directors' Report for Last Year. And short summary in Malayan Col[Articles] The Straits Times, 26 April 1922, Page 8
 and short version The Singapore Free Press and Mercantile Advertiser (1884-1942), 1 May 1922, Page 11 0. Malayan Collieries, Financial Position, The Underground Workings. The directors’ eighth annual report and statement of accounts of the Malayan Collieries, Ltd. for the eighteen months ended 31st December, 1921 is as follows: - Alteration of the Company’s financial year, - In order to agree with the accounting period of the company’s subsidiary Dutch company, the Mynbouw en Handel Maatschappi Goenoeng Batoe Besar, the end of the company’s financial year was altered from the 30th June to 31st December; so the statement of accounts now submitted covers a period of eighteen months. Shareholders were circularized on 15th November, 1921, regarding this alteration. By a special resolution of shareholders, passed on the 14th November, 1920, the authorised capital of the company was increased from $2,000,000 to $4,000,000. By an extraordinary resolution of shareholders, passed on 30th December, 1920, the capitalisation was authorized at $300,000 of the undivided profits, and 30,000 fully paid bonus shares of $10 each were subsequently issued to shareholders appearing on the register; which distribution was equivalent to a dividend of 29 per cent in shares upon shareholders’ holdings. A further 130,000 shares of $10 each were issued, and subscribed, bringing the issued capital to up to $3,100,000. Of these share 30,000 were issued at a premium of $6 per share, producing $180,000, which sum was transferred to general reserve. With the aid of the new issue of 130,000 shares, the whole of the share capital of f.1,500,000 together with the mining and timber leases of the Mynbouw en Handel Maatschappij Goenoeng Batoe Besar, in Dutch South East Borneo (Pamoekan Bay Colliery), were acquired. The development of this property has been financed from the company’s amortization and general reserve, for which reserve funds it has formed a legitimate investment; being one connected with the company’s trade, but independently of the Batu Arang ( F.M.S.) colliery, from which property the funds derived. The company has now obtained from the Government possession of the remainder of its Batu Arang titles. Application to the Government has been made for a further 100 acres, which area is required in connection with the company’s sand stowage operations. The titles to the Pamoekan Bay property are also in the possession of the Company. All titles are free from mortgage and encumbrances. Mines and Plant - An account of these will be found in the General Manager’s subjoined reports. In order to cope with the extra traffic, due to higher output and to sand stowage operations, the line and sidings at Batu Arang were considerably extended during the period under review. Output. The total output from both mines for the period, amounted to 489,243 tons; of which Batu Arang contributed 472,859 tons and Pamoekan Bay 16,384 tons. At Batu Arang 24,451 tons were consumed for generating power in and about the mine and at Pamoekan Bay 1823 tons were consumed for power and in bunkering the company’s vessels. Coal sales for the period amounted to 462,969 tons - 448,403 tons from Batu Arang, and 14,561 tons from Pamoekan Bay. The health at Batu Arang has been excellent throughout the financial period. By the introduction of hydraulic sand-stowage, not only is the mine being rendered safe from its former greatest danger of internal spontaneous fires, but, by rendering total extraction of coal possible (instead of having to leave half of it behind in the form of pillars to support the roof) the life and value of the mine have been doubled. It will, however, be some time before the whole of the old underground workings have been dealt with by this system. Opencasts. - The economic life of these workings is limited, and it was never intended that they should become permanent. At present while the underground workings are being re-organized for sand stowage, they are producing most of the coal, but eventually they will be entirely superseded by the underground workings. In March 1922, when the crisis in the tin mining industry became so acute that many tin miners were in an exceedingly critical position, and in need of every aid to prevent them from financial collapse, the company gave a special rebate of 15 p.c. to all its mining customers, whether these had contracts or not. This concession on the contracts of those consumers who had entered into definite agreements to take monthly quantities of coal at fixed prices, represented a loss to revenue to the company of $86,148.30. In march 1921 Mr. James Barr, B.E., M.I.Aust. M.M., was appointed General Manager. Pamoekan Bay When this property was acquired the price of bunker coal in Singapore was between $40.00 and $50.00 a ton; and it was anticipated not only that the development work would pay for itself, but that it would even show a profit. Coal prices, however, rapidly fell; and the coal won incidental to development- although rapidly sold for a total sum of $335,888.71- did not go very far towards reducing the total development expenditure. On the expiry of the charter of the s.s. Nanyo Maru, the s.s. Passat was chartered for six months; but at the end of her time, as development work on that particular stage was not producing much coal, it was decided not to charter another vessel, and to stop coal sales in the meantime. The property was taken over in Feb., 1921 but - due to handing over - practically no coal was produced during this month. Owing to labour troubles, underground development and coal production was again suspended from November until the end of the year. Coal was therefore only being won during nine out of the eleven months that the company has owned the property. The same applies to underground development which was temporally suspended principally owing to labour troubles. Development work, entailing coal winning, has, however, now resumed; and the s.s. Hydra having been chartered, coal sales will shortly recommence. A coal storage ground has been leased in Singapore, while arrangements have also been concluded to acquire one in Soerabaya. The company has experienced no difficulty in selling such coal as been produced, and see a ready and wide market for Pamoekan Bay coal in the Straits Settlements and Netherlands East Indies; but until the output reaches the neghbourhood of 10,000 tons a month, charges and development expenditure will be too heavy to admit of the profits made on coal sales showing a surplus sufficient to pay a dividend. Due to the present changed circumstances, Pamoekan Bay Colliery will not be fully developed, and thus earn a fair return on capital expended until near the end of 1922; but the coal won from development work will help materially in equipping the mine, and after a new jetty has been constructed it is not expected that any further considerable amount will require to be expended on capital account. The company has now examined coal from all parts of Borneo, and can confidently state that it has found no Borneo coal equal in quality even to the company’s second grade Pamoekan Bay Coal whilst most Borneo coals are decidedly inferior to it. The Company’s first-grade Pamoekan Bay coal is equal in calorific value to the best Australian bitumous coals; but- as explained by the General Manager’s report- it is not yet advisable to mine this high-grade fuel, and only the second grade is being at present produced and sold. Profits. The profits for the 18 months, subject to the directors’ fees and auditors fees, amount to $1,286,032.14 to which must be added the balance, brought forward from the previous account, of $5,985.44 making 1,292,017.58 which less a final dividend of 10 per cent paid on 16th January of $310,000.00 leaves $892,017.58 .You will be asked to sanction fees to the Directors for the past 18 months of $15,00.00 and the auditors have rendered their account for $2,500.00 which total deducted from the previous one leaves available $964,517.58 which the directors recommend should be dealt with as follows:- Transfer to general reserve, bringing same to $1,000,000, $670,000.00; Write off mine development, Batu Arang $1,000,000.00 write off primia and survey fees on mining leases, Batu Arang $40,609.60. Balance to be carried forward to next Year’s account, $153,907.98, Total $964,517.58. It will be the policy of the directors to endeavour, in future, to pay an interim dividend on each succeeding June 30th; but this year they will pay the same at the end of May, when an interim dividend of five per cent in respect of the financial year 1922 will be distributed. The retiring directors are Mr. Alexander Grant Mackie, and Mr. Robert Peebles Brash, who, being eligible offer themselves for re-election. Messrs. Evatt and Co. retire; but being eligible offer themselves for re-election.

(N.B. No General Manager’s report has yet been found.)

The Straits Times, 5 May 1922, Page 9 . MALAYAN COLLIERIES MEETING. Some Questions by Mr. F. C. Peck. The eighth annual general meeting of the Malayan Collieries, Ltd., was held yesterday (Thursday) at the offices of the company, Kuala Lumpur. Mr. J. A. Russell presided and the others present were Messrs. Grant Mackie, H. A. Henggler (Directors), F. C. Peck, A.S. Bailey, F.P. Harris, E.P. Hargreaves, Col. A. J. Hull, and H. D. Brown (shareholders) the last named also representing the Secretaries. 0. A good proportion of the chairman’s speech was devoted to conditions at the Pameokan Bay Colliery, in which he had as much confidence as in the Batu Arang Colliery in its early development days, when the shares fell to $2.50. Before proposing the adoption of the report and accounts he enquired if any shareholder had any questions to ask. 0. Mr. Peck said he had come from Singapore, and his expenses had been paid by a few shareholders there, to find out the fullest particulars of the purchase of the Dutch property. He gave to the meeting certain information which he had gathered in Singapore and also at the offices of the Register of Companies in Kuala Lumpur, especially with regard to the option over the property and its transfer etc. 0. The chairman replied to most of the questions. 0. Mr. Peck was not satisfied with the information given and moved that the meeting be adjourned for a reasonable time to enable the shareholders to consider new information which he had placed before the meeting. The proposal was seconded by Mr. Hargraves. 0. On being put to the meeting it was lost. 0. The payment of the final dividend was confirmed; a sum of $15.000 was voted as director’s fees for the 18 months under review, Messrs. Grant Mackie and Brash were re elected directors, and Messrs. Evatt and Co. reappointed auditors. 0. The meeting terminated with a vote of thanks to the chair.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 5 May 1922, Page 6 . LOCAL WIRES MALAYAN COLLIERIES FOOC KL May 4th The annual general meeting of Malayan Collieries was held under the chairmanship of Mr J. A. Russell. In a lengthy speech he referred to the Pamoekan Bay property. After some discussion Mr Peck moved the adjournment of the meeting, pending further information. The motion was lost and the report and accounts passed. Messrs. Mackie and Brash were re elected directors and the fees for directors were fixed at $15,000.

The Malay Mail, May 5, 1922, ps.9 and 16 Headlined: Malayan Collieries. The Dutch Property. The Chairman and Mr. Peck. (Copied with different headlines in-). MALAYAN COLLIERIES. [Articles] 0. The Straits Times, 6 May 1922, Page 9 and MALAYAN COLLIERIES. 0. Mr. Peck Asks For Information. 0. An Unexpected Breeze. 0. The eighth annual general meeting of Malayan Collieries, Ltd., was held in the Boardroom of the Company, Kuala Lumpur, on Thursday. Mr. J. A. Russell presided and the others present were Messrs. Grant Mackie, H. A. Henggler (directors), A.S. Bailey, Fred. C. Peck F.P. Harris, E.P. Hargreaves, Col. A. J. Hull, and H. D. Brown who also represented Messrs. J. A. Russell and Co., agents and secretaries. 0. The notice convening the meeting was read and the minutes of the previous meeting were taken as read and confirmed. 0. Chairman’s Speech 0. The chairman in moving their adoption said: Gentlemen the report and accounts having been in your hands for the specified period, I shall with your kind permission take them as read. Both the report and the accounts are the full ones and I believe are sufficiently self explanatory, and I think there is no great need for me to amplify them to any extent this morning; but before moving their adoption, I will nevertheless make a few comments upon some of the items. Sundry creditors amounting to $191,767.51 represents the current trade liabilities and has since been completely discharged. An appropriation from the profits was made of $18,867.11 to Staff leave and Passage Reserve, which reserve now stands at $15.000, a sum considered ample to meet the accruing liability towards those of the staff who are due for leave during 1922. The other reserves are the general reserve, the mine amortization reserve and the bad debts reserve. The bad debts reserve of $50.000 is shown on the other side of the balance sheet as a deduction against sundry trade debtors. The general reserve was increased during the period under review by $330.000, but against this increase the sum of $300.000 was capitalized by the distribution to shareholders of 30.000 bonus shares; so the net increase is only $30,000. You will be invited to make a further appropriation to this reserve when dealing with the profits. The amortization reserve was automatically increased by $56.250, bringing the total to $206,250. Both the general and the amortization reserves have been utilized in further developing the Batu Arang Colliery and by investment in the Pamoekan Bay Colliery. 0. Mine Development Account for Batu Arang remains at $100.000 at which figure it has stood for some time. It is now proposed to write off this sum entirely. During the period covered by the accounts, the sum of $40,609.60 was paid to the Government as premia upon the balance for the Company’s Batu Arang titles. In conformity with the hitherto practice of the Company, it is proposed to write this sum off. Mine buildings at $206.000 shows an increase of $89.146.13 due to the replacement of temporary buildings by those of a more permanent nature. Mining plant at $793.324.92 shows an increase of $126,882.03 and the Batu Arang Colliery is now well equipped to deal with, if required, a considerable output. 0. Sundry debtors total $454,596.57 against which a reserve for bad debts of $50.000 has been provided, which is considered ample to cover contingencies. The company also holds a certain amount of security against some of its outstanding accounts. The big outstandings which we had some months before the end of the year have been largely reduced. 0. Mining stores at $117,021.12 shows a substantial increase over the figure in the last balance sheet of $52,956.38. The increase is justified by the intermittent and irregular arrival of supplies from home which, during the early part of the financial period under review, coincided with expanded demand for coal making the carrying of larger stores necessary. The cost of these larger stores was also considerably enhanced. The position in all these respects is now greatly altered. 0. Profit and Loss 0. Turning to the profit and loss account, the revenue from coal sales and other sources amounts to $4,800,944.68, while interest, difference on exchange and transfer fees amount to a further $18,289.49 It will be observed how substantially your company contributes to Government Revenues, for during the period of these accounts it has paid to various Government departments by way of royalty, freight, quit rent and premia a total sum of $753,913.96. Rebates to tin mines absorbed another $86,148.30, while depreciation of plant etc. accounted for $213.195.61 The question of depreciation has been gone into carefully and the above figure represents in our opinion a just estimate to cover wear and tear. 0. From the profits of the period amounting to $1,286,032,14, a dividend of 10 per cent. has already been paid, absorbing $310,000, and in view of the distribution of rights and bonus shares which, at the time it was made, and if the shareholders had cared to sell the same, was equivalent to a handsome interim dividend in respect of the period covered by these accounts; it is not proposed to pay any further dividend in respect of the period covered by these accounts, but it is intended at the end of the current month to declare and distribute an interim dividend of 5 per cent. in respect of the present financial year. It will also be the policy of the board to endeavor in future years to pay an interim dividend, even if only a small one, about the end of each June. To refer back to the distribution of bonus shares and rights, it may be remarked that even at today’s quotation, and allowing for loss on taking up the rights, should shareholders care to sell their bonus shares they will receive in cash a dividend of 15 per cent. So perhaps in a way we can claim to have paid 25 per cent in all for the last financial period. Had share holders sold their bonus shares and rights at the average quotation obtaining for the same at the time of their issue, the cash obtained after deducting their par value, would have been equivalent to about a 50 per cent interim dividend or, with the final 10 per cent, 60 per cent., in cash for the eighteen months covered by the accounts. This of course may be an exaggerated and wrong way of looking at things, but I am aware of several shareholders who, requiring a cash dividend, did dispose of the whole or part of their bonus shares and rights within a short time of receiving them, and after making allowance for the par value of the same received what was in effect a substantial interim dividend. The suggested director’s fees are at the same rate as those sanctioned last year. 0. It is proposed, as I have already mentioned, to write off from the Batu Arang Colliery property the total sum of $140,609.60, to transfer to the general reserve the sum of $670,000, bringing this fund up to $1,000,000, and to carry forward to next year’s account the balance of $153,907.98 0. Pamoekan Bay Colliery 0. You will see from the general reserve the company has advanced the sum of $594.249.24 to its Dutch subsidiary, the Mijnbouw en Handel Maatschappij Goenoeng Batoe Besar, in order to develop the company’s colliery at Pamoekan Bay, and at the end of the accounts you will find a financial statement showing how this money has been expended. All payments made whether for equipment, development, Government or other charges and fees, etc. are included. And if not specifically set forth are entered under the heading of Development and trading and will later on be treated as working cost. The condition and prospects of this property have been described in both the directors’ and the general manager’s reports and I do not think there is much that I can add to what you have already been told. I do not want to pretend that matters have run as smoothly as was hoped. Mr. England was incorrect in his estimate of the time and money required to develop the property into a profit earning colliery, and this taken in conjunction with the fall in the price obtainable for bunker coal in Singapore of from over $40 to under $20 a ton, seriously affected the company’s plans and hopes of speedily earning a profit. With coal selling at over $40 a ton, speed of production was relatively of more value than cost of production; but when the prices of local bunker coal fell to less than half that figure, cost of production was incomparably the more important factor, and costs had to be reduced, even though the process of such reduction inevitably resulted in strikes and stoppages. Methods and exactions which could temporarily be tolerated when the price of coal was high, in order to push ahead with development and production, became impossible when coal won incidental to such development work fell to a much lower figure. The mine, was therefore, reorganized, a change of management made, and as the labour still demanded the exorbitant rates which were being paid for skilled underground miners when these men were originally engaged, they were all shipped back to the F.M.S. and allowed to realise, not only that we were not afraid to part with them, but that conditions in the F.M.S. had greatly changed since they first went across to Borneo. We have now re- engaged and sent across other and more chastened miners. The cost to the company of all this was naturally expensive, and the waste of time great; but under the altered circumstances it was the only possible course to pursue, and we can now confidently say that owing to the quality of our coal and the situation of our mine on a harbour, we shall be able with our newly effected reorganization and after the mine is fully developed to produce coal at a cost that will compete with any imported bunker coals, and which should show quite a good profit on the sum expended in acquiring and developing the property. We have not hitherto been producing our best coal nor marketing it in its best form; but these defects will disappear as development proceeds and screening improves. It took three years to develop the Batu Arang Colliery, during which time the shares fell to as low as $2.59. Those connected with the mine and who could see the development proceeding, that is to say, several of the staff on the mine and myself and other of your directors, never lost confidence in the colliery’s ultimate success and continued to buy all the shares they could afford. I have equal confidence in the future of Pamoekan Bay. It has many disadvantages to compete against as compared with Batu Arang; but it contains by the far the best coal I know in Borneo, either British or Dutch, while the pit mouth is only a mile from the Company’s deep water jetty. 0. If your company had not purchased this property, it would have been developed by others and might have eventually, in fact would almost inevitably, proved a serious competition to your Batu Arang Colliery, for when fully developed it will probably be able to place coal on the F.M.S. market, after paying cost of production, transport and royalty, at a price which will compare, considering its higher calorific value, not unfavourably with the cost of Batu Arang coal. I know of no other Borneo mine which could do this. 0. I now beg formally to move that the report of the Directors produced together with the statement of the Company’s accounts as at December 31, 1921, duly audited, be now received, approved and adopted, which motion I will ask Mr. A.A. Henggeler to second; but before putting it to the meeting I shall first endeavor to answer to the best of my ability, and if I can properly do so, any reasonable question bearing upon the Report and Accounts which shareholders present may care to put. 0. Mr. Henggeler seconded the motion. 0. Mr. Peck’s Questions 0. Mr. Peck- Mr. Chairman, I am very much surprised to find that you have not given full particulars in regard to the purchase of the Pamoekan Bay property. I myself wrote a letter to the Straits Times in November last expressing my desire for full particulars, and asking among others, three important questions namely (1) what were the terms of purchase originally agreed upon (2) who were the middlemen; (3) what are the present terms for working the concession. In view of the magnitude of the question these are extremely reasonable questions and shareholders have full right to have that information in full. I have had my expenses to come here and attend this meeting paid by a few shareholders in Singapore representing more than 5,000 shares. 0. The Chairman: How many shares Mr. Peck? 0. Mr. Peck: More than 5,000 shares, I am told, and I have been requested by them to ask for full information with regard to the purchase of this property. I have received certain information from Singapore, and I have only this morning been to the office of the Registrar of Companies, and been looking at the agreement of purchase dated June 10, 1921, between Messrs. J. A. Russell and Company on the one hand and the Malayan Collieries Ltd. on the other. The commencement of the agreement read as follows:- 0. By virtue of an agreement dated 5th October 1920, made between the Eastern Mining and Rubber Co., Ltd. and Ng Hong Guan…and by virtue of an agreement dated 19th November 1920, made between Khoo Wee Chuan, and the vendors Messrs. J. A. Russell and Co., the vendors become the holders of the said option…. and whereas the vendors have agreed to sell to the company all that property mentioned in the agreement dated 5th October 1920, subject to the terms mentioned therein etc… 0. Now, Sir, the further information which I received in Singapore is somewhat as follows, and the most important part of it appears to be omitted entirely from this agreement. There is mention of the agreement entered into by Hg Hong Guan and there is mention of the agreement dated November 19 1920, between Khoo Wee Chuan and the vendors, but nothing is said as to the reason for the transfer of the option Ng Hong Guan to Khoo Wee Chuan. My information, which I cannot vouch for, is that Hong Guan was the representative of the Malayan Collieries Ltd, having been authorized by Malayan collieries to secure options on coal properties in the Dutch Indies, and he was in a position I believe to have made over the option direct to the Malayan Collieries Ltd. That was not done. On November 19, curiously the very next day on which Khoo Wee Chuan made this agreement with J. A. Russell and Co. Hong Guan transferred his agreement to Khoo Wee Chuan instead of direct to this company. I’d like to know why there was a necessity for the transfer of that agreement Hong Guan to anyone except the Malayan Collieries. I should like to mention some things that strike me in this agreement, especially the enormous difference between the consideration received by the former owners and the consideration which has been charged by the company. According to this agreement my information is that the Eastern Mining and Rubber Co. agreed and sold their property for $600.000 in cash and 20.000 shares. This is excluding the royalty about which not a word is said either in the report, in the accounts, or in your speech today. I am going to leave that out for the purpose of this calculation. The consideration charged to this company has been $600.000 in cash and 100.000 shares showing a difference between the selling price by the Eastern Mining and Rubber Co., Ltd and the purchase price by Malayan Collieries Ltd. of 80.000 shares, of a nominal value of $800.000 and calculating on the same value as the shares given to the Dutch Company as part consideration the difference amounts to more than $2,000.000. Putting these figures on a percentage basis taken at their nominal value the difference was 100 per cent. Today I am credibly informed that 10 per cent of that went to the option holder Mr. Hong Guan. If we take the shares at $30, which was the valuation placed on those given to the sellers, the increase represented 200 per cent. 0. Terms of Purchase Questioned. 0. It seems to me sir, that it was within your power as representing the company to have obtained this property for $600.000 and 20.000 shares plus a reasonable remuneration for Mr. Hong Guan, but over and above such reasonable remuneration 72.000 shares have been distributed between a number of persons. I have an official list of them here. The Eastern Mining and Rubber Co., received 20.000, 5,000 direct to Hong Guan and 3,000 to his nominees, 17,500 shares were allotted to Khoo Wee Chuan for whose intervention in this transaction I see no reason. Then there are shares allotted to about a dozen other people 12.000 have been allotted to Teng Hong whose address is given as c/o Koo Wee Chuan and 15.000 to Tan How Soo whose address is also given as c/o Koo Wee Chuan. Taking the number of shares allocated to Khoo Wee Chuan and his two friends, it will be seen that 44,500 went to this man who, I believe, received this option on November 19, the very day on which he transferred it to Messrs. J. A. Russell and Co. Then you Sir, were allocated 3,000 shares. What I would like to have full information about are the transactions that took place after Mr. Hong Guan got that option, what was the necessity for that option to be transferred to any one else but the Malayan Collieries Ltd, and why you as chairman of the board of directors, the head of the company’s agents and head of the secretaries were personally allotted 3,000 shares while you were in that fiduciary position? It seems to me that if you had the opportunity of getting this property at anything like the selling price, it was your duty to the shareholders to have done so, This is the case of which I wish to have full particulars and full information. It is usual in all large transactions for full particulars to be given to shareholders, and if possible unless there is a very good reason for not being able to do so, to get their sanction. But you neither gave the shareholders an opportunity for approving these terms of purchase, nor have you given any information during the last eighteen months. It has not yet been given to the shareholders in spite of requests which have been made. I would also like to mention that the financial year was postponed for six months, thus delaying the opportunity shareholders to ask officially in a general meeting for this information. I would like you to reply to the questions I have asked correcting any mistakes I may have made. I would also ask the directors present to state whether they had full knowledge of these transactions and whether these transactions were carried out according to their wishes. That is the main point which I wish to raise now. Although there are other matters which are of great importance ordinarily they are overwhelmed by the nature of this particular transaction. 0. Just as Mr. Peck was resuming his seat a strong gust of wind from the direction of the embankment blew away all the papers, pencils, etc., which were on the table. 0. The Chairman: We seem to be having a breeze. (Laughter) 0. The Chairman replied:- 0. I am not in a position to answer all the questions which Mr. Peck has asked. I doubt his right to ask many of them, and even if I were able to reply in full to them all, I cannot see what use there would be in my doing so. I think that all I need to say in reply is that as far as Malayan Collieries Ltd. is concerned they acquired from Messrs. J. A. Russell and Co. for the sum of $600.000 in cash and 100.000 fully paid shares of $10 each in Malayan Collieries Ltd., an option which Messrs. J. A. Russell and Co. had acquired over the property and share capital of the Mijnbouw en Handel Maatschappij Goenoeng Besar. In resolving to acquire this option, Mr. J. A. Russell did not vote. The other directors discussed the offer and after full consideration decided to accept it on the terms offered by J. A. Russell and Co. J. A. Russell and Co. were unable to give Malayan Collieries the option in hand for long as their time was short, and if Malayan Collieries did not accept the offer form J. A. Russell and Co. had to make other arrangements before their option expired. J. A. Russell and Co. naturally, did not want to risk losing not only their option but also the time and money already spent and the deposit made. It is conceivable that it might not have been in the best interests of the company for the directors, even if they had wished to do so, first to consult the shareholders; but in any case there was no time in which to take this course. I would remind you that although the slump has commenced, it had not at that time affected bunker coal, which commodity was continuing to fetch high prices with the result that coal properties were still in considerable demand, and J. A. Russell and Co. would thus not have had much difficulty in floating a separate company to work this property or in otherwise disposing of it. 0. Mr. Ng Hong Guan was not the representative in this matter of Malayan Collieries, nor was he authorized by Malayan Collieries to obtain an option over the Goenoeng Batoe Besar property. Mr. Ng Hong Guan has been obtaining options over mining and other properties for J. A. Russell and Co. for the last several years. The deposit of $60.000 on the option was paid by J. A. Russell and Co. on their own account. 0. I think that these are the only questions really concerning Malayan Collieries Ltd. but I will explain that the business of my private firm of J. A. Russell and Co. is largely connected with dealing in mining properties, and that they have at various times held options on, and inspected and dealt in, mining properties, coal and otherwise, in Malaya, Burma, Siam, China and the Netherlands East Indies. The whole financial risk involved in acquiring their option over the Borneo property and all expenses and advances in connection therewith were borne by J. A. Russell and Co. J. A. Russell and Co. did not make a profit of 72.000 shares out of the transaction, though it is true that such profit as they made was paid in shares and not in cash. Although part of the consideration named in the option was payable in Malayan Collieries shares, J. A. Russell and Co. possessed ample shares in Malayan Collieries with which to satisfy this part of the purchase price, and in fact had J. A. Russell and Co. exercised the option themselves, as they were quite prepared to do, they would certainly have welcomed this method of paying, ready money at the time already becoming somewhat tight. If Malayan Collieries had not purchased J.A. Russell and Co.’s rights the latter would, as I have said, either have acquired the property themselves or have floated it as a separate company. They gave to Malayan Collieries the first refusal to buy. 0. Finally I would like to add that J. A. Russell and Co. are by far the largest shareholders in Malayan Collieries Ltd., and have immeasurably the most to gain or lose by its success or lack of success. After the purchase of the Borneo property J. A. Russell and Co. invested an additional sum of about $100.000 in taking up Malayan Colliery new issue shares. As an illustration of what I mean, I may say that at one time during the period covered by the accounts before you, the position of Malayan Collieries was temporarily exceedingly difficult owing to the sudden fall in the price of tin having given the miners no time in which to adjust themselves to the greatly altered conditions. A large number of tin mines could therefore not for a month or two pay for their coal supplies; yet if those supplies had been cut off such mines would have had to close down, a course which would have been disastrous to the country in general and to Malayan Collieries in particular. Your company took as security charges over several tin mines and plant; but such security however ample, was of no use with which to pay coolies wages and the other costs of winning coal. Just at that time, too, drafts for the plant ordered a year previously began arriving and needed meeting. Our cash reserves were first exhausted and then the limit of our overdraft reached. Our bankers were exceedingly good to us, but they naturally at such a critical period were not prepared to go too far in the way of assistance without prior investigation and the company’s need was urgent. Although I have little doubt that when their limit was reached our bankers would have assisted us further rather than have seen us, through being unable to obtain payment for coal supplied, temporarily forced greatly to diminish so vital a necessity to the country as coal production, fortunately they had not to be appealed to again, for J. A. Russell and Co. advanced to Malayan Collieries at the bank rate of interest and without security the sum of $150.000 and by the help of this little extra amount the critical period was safely passed and not a single coolie had to wait day for his wages nor was a single ton of output curtailed. That the large outstandings for coal then incurred have since been nearly all recovered and with but small loss to the company for bad debts, proves that the policy adopted during the tin crisis by your Board was the right one. Perhaps you will consider it unnecessary for me to mention all this: I do so, after Mr. Peck’s remarks, merely to show that my private firm, who act as agents and secretaries for this company, legitimately decline to stop conducting their own business, they have a very large interest, in fact the largest interest, in the success of Malayan Collieries. They will thus continue always to support and further the interest of Malayan Collieries to the best of their limited ability and amongst other things to offer to Malayan Collieries the first refusal of any coal properties which they may have purchased or over which they have acquired options; although in this later connection you may be interested to hear that from a close examination of the F.M.S. and surrounding countries I am in a position to say that the contingency of such again happening is exceedingly remote. Good coal properties workable at a profit are unfortunately exceedingly scarce; despite constant search we have not found any more. 0. Gentlemen, I will not trouble you or take up your time with any further remarks, but there are apparently no questions form others, will proceed with the motion before the meeting. 0. Further Questions 0. Mr. Peck: Mr. Chairman, you have stated that Mr. Hong Guan was never authorised by Malayan Collieries to get options. I believe there is a letter purporting to be signed by Messrs. J. A. Russell and Co. on behalf of the Malayan Collieries Ltd. authorizing Mr. Hong Guan to get options on properties in the Dutch Indies. In view of what you have just stated this letter is undoubtedly a forgery and I think the matter should be looked into. I cannot agree with you Mr. Chairman, that no further particulars with regard to this transaction can be given. It is a matter, I think, on which absolutely full particulars should be given to the shareholders. If Mr. Hong Guan did not get this option, and that is what I understood from what you said just now, I cannot understand this agreement which says that he did get the option. One peculiarity about this agreement is that it is dated June 10 1921 whereas six months earlier it was stated that the matter was receiving the full attention of the board. There appear to have been two agreements, and I notice that the shares were allotted on January 31. Can you tell me Mr. Chairman the date on which you obtained the option? As far as I can gather from your remarks you appear to imply that Mr. Hong Guan was acting as an agent for J. A. Russell and Co. This matter should be cleared up in the interests of all concerned. 0. The Chairman: In replying to Mr. Peck I omitted to say that a royalty of $2.50 a ton which is treated as mining cost and so appears in the account, is payable to Messrs. the Eastern Mining and Rubber Co. Ltd. but on the fall of the price of coal Malayan Collieries negotiated a reduction of this sum to a royalty of 50 cents a ton at which amount the royalty now stands. With reference to his further remarks I did not say that Hong Guan did not obtain the option; what I said was that he was not acting for Malayan Collieries Ltd. With regard to the purchase from Messrs. J. A. Russell and Co. of their option, although this was dated June 10, the actual purchase was made on November 23 1920, and was so recorded in the minutes, Mr. J. A. Russell abstaining from any decision in the matter. 0. Our lawyers were instructed to prepare a formal agreement embodying the terms of purchase for the purpose of filing the same with the Registrar of Companies, but by an oversight they did not do this and the formal agreement was not ready for signature until June 10. This agreement was not regarded as important. Messrs J. A. Russell and Co. had been negotiating for some months for the acquisition of an option over this Borneo property and had incurred considerable expenditure in time and money in so doing, making among other payments a deposit of $60.000 on the option. The date on which they actually obtained their option was some time before they sold the same to the Malayan Collieries Ltd. 0. Mr. Peck: Can you tell us the exact date say within a week? Was it in October 1920? “Some considerable time before handing over to the Company” is extremely vague and is of no use to the shareholders. 0. The Chairman: Are there any more questions gentlemen? If there are no more I shall proceed to put the resolution that the report and accounts be received and adopted. 0. Mr. Peck: I would propose that this meeting stands as adjourned. The information which I have put before this meeting is probably new, and I consider that shareholders should have an opportunity of considering it before this report and accounts are passed. Therefore I would propose that this meeting is adjourned for a reasonable time with that object in view. There seems to be no urgent necessity for passing these accounts today. It seems to me advisable to give all shareholders an opportunity to consider the matter. 0. The Chairman asked Mr. Peck to find a seconder. 0. Mr. Hargraves. I beg to second the motion formally. 0. Mr. Peck suggested that as it was a matter for the shareholders to decide, the directors should refrain from voting. The amendment was put to the meeting and lost, Mr. Peck alone voting in its favour. 0. The report and accounts were passed, Mr. Peck voting against. 0. The Chairman then moved the final dividend of 10 per cent paid on January 16, 1922, be confirmed, which was seconded by Mr. Henggeler. And carried after Mr. Peck had objected to the chairman’s previous remark that the issue of bonus shares was the equivalent to the payment of an interim dividend. Mr. A. Savage Bailey proposed and Mr. F. P. Harris seconded the payment of $15.000 in fees to the directors for their services during the last 18 months. Mr. F. C. Peck protested against any payment of any director’s fees as a mark of the shareholders disapproval of the directors’ management of the Company’s affairs, but found no seconder and the original motion was carried, Mr. F. C. Peck being the sole dissentient. The Chairman proposed and Mr. F. P. Harris seconded the re election of Mr. A. Grant Mackie, and Mr. P. Harris proposed and Mr. Savage Bailey seconded the re election of Mr. R. P. Brash to the board which was carried. 0. Mr. F. P. Harris proposed and Mr. A. Savage Bailey seconded the re election of Messrs. Evatt and Co. as auditors for the ensuing year. A vote of thanks was passed to the staff for their services during the past year and the question of the payment to them of a bonus was left to the discretion of the directors. 0. The meeting concluded with a vote of thanks to the Chairman and the directors, Mr. Peck not voting. 0. (5245 words)

The Malay Mail, May 9, 1922. And Untitled [Articles] 0. The Straits Times, 11 May 1922, Page 8 and The Singapore Free Press and Mercantile Advertiser (1884-1942), 11 May 1922, Page 6 It is notified for general information that the Railway Advisory Board consists of the following members: General Manager of the Railways (Chairman), Director of Public Works Federated Malay States, Treasurer, Federated Malay States the Hon. Mr. J. H. M. Robson, M.F.C., the Hon Mr. Choo Kia Peng M.F.C., Mr. J. A. Russell, Mr. D. H. Hampshire, the Hon. Mr. V. Gibbons, M.L.C., Mr. A. F. Goodrich

The Straits Times, 9 May 1922, Page 10 0. Malayan Collieries. To the Editor of the Straits Times 0. . Sir, In your report of the General Meeting of Malayan Collieries, Ltd., there are errors which are due, not to the ordinary difficulties of reporting, such as those which arise from fast and incoherent speaking, and the consequent necessity for the reporter to trust largely to memory, probability and paraphrasing, but due to alterations in written speeches that were read to the meeting. One (at least) of these errors is, I think, of sufficient importance to make immediate correction necessary; and I therefore request your permission to correct it. 0. After my first set of remarks Mr. J. A. Russell before replying, spent a considerable time (several minutes at least) in altering and /or adding to a written reply which had apparently been prepared in anticipation of my remarks; and when, at length he rose, the whole of his reply was read to the meeting and nothing spoken extempore. 0. I myself took down in shorthand a number of the more important parts of Mr. Russell’s read speech, one passage of which was approximately the following:- “ Mr. Ng Hong Guan was never the representative of Malayan Collieries, nor was he ever authorized by (Malayan Collieries to obtain an option over the Goeneong Batoe Besar property) nor any other property (in the Dutch East Indies or elsewhere (?) nor did he do so” 0. Only the parts I have enclosed within brackets are supplied my me from memory, the whole remainder being clearly set out in my notes which I have before me. In my reply I made the disclosure that I believed there was in existence a letter purporting to be signed by Messrs J. A. Russell and Co. on behalf of Malayan Collieries Ltd. authorizing Mr. Hong Guan to apply for options over coal properties in the Dutch East Indies. 0. Following the disclosure the part of Mr. Russell’s speech that I quoted above was reported as follows: “ Mr. Hg Hong Guan was not the representative in this matter of Malayan Collieries nor was he authorized by Malayan Collieries to obtain an option over the Goeneong Batoe Besar property” 0. As the object of this letter is merely to correct one of the more important and clearer errors in the report, I do not comment now on this or other matters beyond saying that I do not think I stated so definitely as you report that “ in view of what you have just stated that letter is undoubtedly a forgery”, as I did not at the time nor do I now feel prepared to make such a statement. 0. Yours etc., FRED C PECK Singapore, May 7, 1922 0. (447 words)

Malayan Collieries. [Letters] The Straits Times, 11 May 1922, Page 10
 Malayan Collieries. To the Editor of the Straits Times. 0. Sir. — With reference to the letter from Mr. Peck appearing in your yesterday's issue, I think I need only say that I had been promised a copy of the Chairman's speech, but did not expect the further one elicited by Mr. Peck, so contrary to what Mr. Peck says I did take down most of the chairman’s reply. Before answering Mr. Peck, the Chairman made several hurried additions to some notes before him, and for these notes I subsequently asked, but they were too hastily scribbled and illegible to me. Mr. Russell first of all read them to me, and then at my request very kindly rewrote them in an understandable hand, showed his clerk were the additions came in, and had the whole reply typed and handed to me. 0. With regard to the further charge- implied though it may be- of misquoting Mr. Peck, I shall be pleased at any time to show you my shorthand notes of his remarks. - Yours etc., YOUR REPORTE Kuala Lumpur, May 10, 1922.

SINGAPORE FREE PRESS. THURSDAY, MAY 11. 1922. Company Control. [Articles] 0. The Singapore Free Press and Mercantile Advertiser (1884-1942), 11 May 1922, Page 6 0. SINGAPORE FREE PRESS. 0. THURSDAY, MAY 11. 1922. 0. Company Control. 0. Whatever public view may be taken regarding Mr. F. C. Peck's recent journey to Kuala Lumpur to represent Singapore shareholders at the meeting of Malayan Collieries Ltd., it seems to us quite plain that the transaction regarding the purchase of the option on the Gunong Batoe Besar coal property is another instance of the undesirability of a firm acting as agents and secretaries of a company being also pre –eminent on the directors of that company. Reading Mr. J. A. Russell’s own account of the transaction, we see that his firm acquired an option over the Dutch property. He sold it to the Malayan Collieries, of which he was chairman and presided at the general meeting, the first opportunity the shareholders had of discussing the matter, that meeting being six months late. Quite correctly Mr. Russell did not vote at the meeting of directors which accepted the offer. We do not desire to go into the terms of the bargain, which may have been good or bad for the Malayan Collieries – it was undoubtedly good for the firm of J. A. Russell and Co. which is not a limited company. The firm is the largest shareholder in Malayan Collieries. It is managing agent and secretary to a number of local companies, and its business field is a very wide one. The point we wish to make is that a firm acting as the agents or secretaries of a Company ought not to control the destinies of a public limited company to which the public has contributed capital, and that the secretarial or managerial firm ought to be extremely chary of putting members of its own firm on the directorate. Years ago we had to criticize one of the best- known local companies here for having as its managing director the head of the firm of which a junior member was acting as auditor to the company. That is a perfectly indefensible position, forbidden by law in most places. It was to the credit of the company to which we refer that the anomaly was at once recognized and the managing director cum auditor retired. In a less degree objectionable, but still objectionable, is the practice which has sprung up of a partner in the firm which is acting agent as agent or secretary of a company accepting a position as director on that company, of which his firm is a paid officer, and in rare cases the still more objectionable custom of acting as chairman of the Board of Directors. When a company has its own secretary and offices, the principal working officers, the managers of departments, are properly placed on the Board, so that their technical skill and knowledge of the business can be at the most convenient disposal of their fellow directors, but then they are under the fullest control of the directors and the executive of the company. A rubber company having at its head the partner of the firm which acts as agent or secretary is in a different position. He may practically control the company to which his firm is secretary and in any case he will find it extremely difficult to differentiate his functions as a secretary from his functions as a director: interests may not always pull in the same way, although he may possess a large holding in the shares of the company. We are well aware that it is a well–known laxity of the local shareholder that is responsible for the extreme difficulty in filling up a board of directors. The number of men eligible is nor large, and of those eligible few have no interests in other and it may be rival companies. Hence the guinea pig director and his assent to almost anything for a quite life. A comparison between this place and any other would serve no useful purpose, nor would the instancing of other places make more beneficial the practice which we condemn as subordinating the interests of one particular company to another, or to a concern in which the director is more heavily concerned. The moral is that shareholders ought to take more care of their own interests by electing men likely to be entirely unbiased and unprejudiced in their control of the company. That this is not done does not in the least make less objectionable the custom we condemn, namely that of placing a member of the firm of secretaries or agents in the premier place of chairman of the board of directors; and in as few cases as possible even on the board of management. 0. (770 words)

Malayan Collieries. [Letters] The Straits Times, 12 May 1922, Page 10 0. Malayan Collieries. To the Editor of the Straits Times. 0. Sir, As a shareholder, in the above company, and one who, like many others, was unable to go to Kuala Lumpur to the general meeting I would like to have an answer through the public press to the following questions:- 1. Was the price received by the Eastern Mining Co., for the Borneo Colliery, 20,000 shares in Malayan Collieries (apart form the cash consideration)? 2. Was the price paid by Malayan Collieries for the Borneo Collieries 100,000 shares in Malayan Collieries (apart from cash)? 3. If the above is correct who holds the balance of 80.000 shares (worth at that time $25 each)? 4. Can the shareholders retain confidence in a Director and Secretaries who say that unless Malayan Collieries pay their price (the secretaries) they are prepared to start an opposition concern. 5. Messrs J. A. Russell and Co. admit making a profit on their option. Apparently 80,000 shares (worth $25 each) was the profit on their option. Will the secretaries say what exactly was their share on the $2,000,000 profit just mentioned? The secretaries are remunerated adequately; the shareholders are entitled to know what has happened to the option profit and what their secretaries have made apart form their ordinary salary. 6. Is it not a fact that J. A. Russell and Co. have a considerable financial control over Loxley and Co., the agents of Malayan Collieries and are not many of the “option profit” shares in the names of shareholders who address is c/o Loxley and Co? I trust sir, that this matter will not be allowed to drop. We shareholders would have had a 50 per cent dividend last year apart form this Borneo transaction, and our shares would be nearer 40 than 12. Somebody has made $2,000,000 out of this affair, e.g. the difference between what the Eastern Mining Co. were prepared to accept and what Malayan collieries paid, 80,000 shares at $25 the then price of the shares. As a disinterested outsider, sir, I would ask you to bring the affair to the notice of the Government, whose, whose duty is to hold an enquiry in the matter- Yours, etc A.C. (An outsider has no locus standi, but shareholders have a right of appeal to the Government, and ten per cent of them is sufficient to make such an appeal.- Ed., S.T.) (406 words)

The Straits Times, 13 May 1922, Page 8 (Leader) The Straits Times SATURDAY, MAY 13. MALAYAN COLLIERIES. It is not our intention to pass any criticism upon the ramifications of Mr. J. A Russell's connection with Malayan Collieries, Limited. He took coal mining up when few had faith in it, and he has conducted the business with conspicuous ability and success. True, the coal was there, and sooner or later it was certain to be found and worked, but what shareholders will bear in mind is that Mr. Russell did an immense amount of pioneering, and that, to a very great extent, the success of the company is due to his energy and skill. We very much regret, therefore, that a matter has arisen which produces a great sense of dissatisfaction among shareholders. It is not, we think, a matter that ought to be left as it stood at the close of the annual meeting held recently in Kuala Lumpur. Allegations have been made which should be inquired into far more closely than was possible at such a meeting, because they reflect gravely on the manner in which company business is conducted in Malaya. Briefly, we all state the case as far as it is known. Malayan Collieries realised, prior to 1920, that certain collieries in the Dutch East Indies might become formidable competitors. As a simple matter of business, it would be to the advantage Malayan Collieries if they could control supplies from of these rival fields, so that the danger of cut-throat competition might be avoided, and both coalfields enabled to make as good a profit as the competition from other quarters permitted. We have looked over the speeches made by Mr. Russell at meetings of the company prior to 1920 and it seems to us that this is precisely what he had in view, and that he was acting soundly in the interests of Malayan Collieries. It is clear from these speeches that the company was looking out for a chance to acquire an interest in a coalfield other than its own. The question now at issue is the manner in which an option over a colliery in the Dutch Indies was obtained. At the meeting in Kuala Lumpur, Mr. Russell said Mr. Ng Hong Guan was not the representative in this matter of Malayan Collieries, nor was he authorised by Malayan Collieries to obtain an option over the Goenoeng Batoe Besar property. 0. Mr. Peck replied to face that a letter is in existence, purporting to authorize Ng Hong Guan, on behalf of Malayan Collieries, to obtain options on properties in the Dutch Indies. If the letter is not a forgery it may have a very important bearing upon the points at issue. It is beyond all question that the Eastern Mining and Rubber Co. did give an option to Ng Hong Guan, and that this company did agree to sell its Pamoekan Bay property for $600,000 in cash and 100,000 in shares of Malayan Collieries. Equally it is an undisputed fact that Malayan Collieries took over the option on payment of $600,000 in cash and 100,000 shares of Malayan Collieries, Nominally these share were of $10 each but their market value at the time was about $25. At face value of the share the price received by the Eastern Mining and Rubber Co. was cash $600,000, shares $200.000, hundred total $800,000, and on the same basis the price paid by the Malayan Collieries was cash 600,000, shares $1,000,000 total $1,600,000, just twice the amount the Eastern Mining and Rubber Co. received. 0. Obviously, two very serious points are raised. If Ng Hong Guan did really act for the Malayan Collieries Company, that company was entitled to acquire the property at the price of the Eastern Mining and Rubber Company had agreed to accept, and if any person pretended that the option was not obtained for Malayan Collieries such person would be guilty of misrepresentation and of cheating Malayan Collieries, out of $800.000. That, in simple terms, is what the suggestion made at the Kuala Lumpur meeting amounts to. We must set against it (1) the direct a statement of Mr. J.A. Russell, (2) the fact that if an authorization to obtain the option had been given with the authority of the Directors of Malayan Collieries, they could not, without connivance in a fraud upon the company, have accepted the offer submitted to them by Mr. J A Russell, because they would have known that the option belonged to the Company and not to him. The alternative would be to suppose that Mr. J. A. Russell used the name of Malayan Collieries with out the authority of the Board to secure an option for J. A. Russell and Co. We must conclude, then that the more serious question is disposed of, and that the option over the Pamoekan Bay Colliery was acquired, bone fide, by J. A. Russell and Co. in the ordinary course of their business apart altogether from Malayan Collieries. 0. The question now will resolve itself into something much more simple. Was 100 per cent. (more if we take market value of shares) a fair commission to charge for the services rendered in passing the option from Ng Hong Guan to Malayan Collieries? Even after allowing for all reasonable claims, it appears to be grossly excessive. It meant watering down the capital of Malayan Collieries to the extent of $800.000. Were the vendors, Eastern Mining and Rubber Company, aware that this watering was to take place when they agreed to accept $600.000 in cash and 20.000 shares? These shares had a market value of $25, so that, actually, the price the Eastern Mining and Rubber Company got for its property was $1.1000.000. If the watering of the capital of Malayan Collieries reduced the value of the 20,000 shares by $5 dollars each, the vendors lost $125.000, an amount of serious enough to give them a quite a substantial grievance because they could not reasonably be expected to anticipate the gigantic profit J A Russell and Co. intended to make. 0. But look at the matter of simply from the point of view of fair business. The connection of J. A. Russell and Co. with Malayan Collieries is so close, that it is hardly possible to separate the two. From J. A. Russell’s speeches at meetings prior to the Pamoekan Bay deal, it is quite clear that he realized the importance to the company of getting control over possible competing concerns. It is impossible to imagine that the Eastern Mining and Rubber Company would have been more willing sell to J. A. Russell and Co. than to Malayan Collieries, in view of the fact that they accepted 20,000 of the Colliery Company’s share. It seems to us, therefore, that J. A. Russell and Co. where under a moral, if no other form of obligation seek options on behalf of the Colliery Company, and to be content with a moderate remuneration for their services in so doing. Further it is very difficult to believe that J. A. Russell and Co. would have taken up the Pamoekan Bay option with any other object than that of selling it to Malayan Collieries, because the firm have a very large interest in these Collieries and it is inconceivable that they would associate themselves with the financing of a rival concern. The whole business is unsatisfactory. As the grave suggestion has been made that an option obtained for Malayan Collieries was shifted to J. A. Russell and Co. so that they might enormously inflate the price to their own profit, that suggestion ought to be quite decisively answered; but there still remains the hard fact that J. A. Russell and Co. and associated interests caused Malayan Collieries to pay twice as much for Pamoekan Bay Colliery as the vendors of that property received, and that the profit thus made on the deal, wholly at the expense of Malayan Collieries, was big enough to substantially water down Malayan Colliery stock, and therefore to injure all shareholders except those who participated in option profits. 0. Mr. Russell may have been taken by surprise the other day, but we hope that he has a much fuller and more conclusive answer than he made to Mr. Peck.

CORRESPONDENCE. [Articles] The Straits Times, 16 May 1922, Page 10 CORRESPONDENCE. The Straits Times is not responsible for the opinions of its correspondents. Correspondents should bear in mind that letters must be short and to the point. Long rambling epistles are liable to be rejected or ruthlessly cut down. Correspondents must enclose their names, not necessarily for publication but as guarantee of good faith. No letter unaccompanied by the writers name will be inserted. Malayan Collieries To the Editor of the Straits Times Sir,- There is one important fact in connection with the purchase of the Goenoeng Batoe property which has not yet been brought to the notice of shareholders. From the documents officially filed with the Registrar of Companies at Kuala Lumpur, I notice that one clause in the option given to Mr. Hong Guan dated October 5th, 1920 (which option was not transferred by him to Mr. Khoo Wee Chuan until November 19 1920, and was not transferred to Malayan Collieries, Ltd., until later still,) reads as follows:- (k) After the allotment of the 20,000 shares of Messrs. Malayan Collieries, Ltd., has the right to nominate a director on the board of the Malayan Collieries, Ltd., and to appoint representatives to check the output of the mine” How could Messrs. J. A. Russell and Co. and Mr. Hong Guan accept such a clause except at as agents of Malayan Collieries, Ltd., and how could the Eastern Mining and Rubber Co., Ltd make such a stipulation unless they were dealing with an accredited agent (or agents) of Malayan Collieries Ltd? Yours, etc., FREDK. C. PECK.0. Singapore, May 15, 1922

To the Editor of the Straits Times Sir, I have read with great Interest your leader of the 13th inst. under the above heading. There is no doubt that the points raised by Mr. Peck have created a very considerable amount of interest among the shareholders, and there are many who are anxiously awaiting fuller details. In the event of further information not forthcoming, I beg to suggest that the shareholders get together and take such steps as will procure a satisfactory explanation covering the Goenoeng Batoe Besar deal. Personally, I should like to see Mr. Peck appointed to look after our interests. Would he be prepared to do this? Funds of course, would be required for such an action, but I am sure that shareholders would be quite willing to subscribe to same in proportion to their holdings.- Yours, etc., SHAREHOLDER. Singapore, May 15, 1922. (410 words)

Malayan Collieries, Ltd. [Letters] The Straits Times, 17 May 1922, Page 10 Malayan Collieries, Ltd. To the Editor of the Straits Times. . Sir.— ln your leader of last Saturday under the above heading, you expressed a hope that a much fuller and more conclusive answer might be coming from me to the charges made by Mr. Peck. I had thought my answer sufficiently full and conclusive, but in deference to your wish I will endeavour to set out the circumstances connected with Pamoekan Bay option in more detail. You well, however realize that the transaction took place some 18 months ago, and that before I write I must first look up and verify letters and dates. As I happen to be rather busy at the present moment, it may be a day or two before I can do this. Yours, etc, . J. A. Russell Kuala Lumpur, May 16 1922

Malayan Collieries. [Letters] The Straits Times, 18 May 1922, Page 10
 Malayan Collieries. To the Editor of the Straits Times. Sir, I have read Shareholder's letter in your issue of the 10th and quite agree with him that it would be desirable to see Mr. Peck appointed to look after our interests in this matter. As for funds I suggest that 0. shareholders subscribe say 10 or 20 cents per share they hold. If many shareholders join I think 10 cents per share would be quite sufficient. I am the owner of nearly one thousand shares and am willing to participate. - Your etc., P.D. 0. Singapore, May 17, 1922

To the Editor of the Straits Times. Sir, - having followed with great interest all that has appeared in the Straits Times relative to the above, I heartily support “ Shareholders” suggestion, that Mr. Peck should be asked to take up the case on our behalf, and although, only a small holder, I would willingly contribute my quota towards expenses. - Yours etc., ANOTHER SHAREHOLDER. Seremban, May 17, 1922.

The Straits Times, 23 May 1922, Page 7 Malayan collieries 5 per cent Interim Dividend payable.

Minute of M.C. Board meeting 24 May: “The board does not consider that the negotiations for the acquisition of fresh properties for the company is part of J.A. Russell and Co. The business of the company, the administration of which is entrusted to Messrs. J.A. Russell and Co., is not that of dealers in coal properties. The board does not consider that the remuneration paid by the company to Messrs J.A. Russell and Co. covers services required to obtain such properties. They consider that Messrs. J.A. Russell and Co. are at liberty to deal with the company in the matter of the sale to the company of coal concessions in the same way as any other firm. Mr. Russell refrains from voting”THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924.

Malayan Collieries. [Letters] The Straits Times, 26 May 1922, Page 10 Malayan Collieries. To the Editor of the Straits Times. Sir,— As per letter dated May 16, published in your issue of May 17, Mr. J. A. Russell undertook to "endeavour to set out the circumstances connected with the Pamoekan Bay option in more detail”. He mentioned that he “must first look up and verify letters and dates” and added: “as I happen to be rather busy at the present moment, it may be a day or to before I can do this”. 0. 0. Ten days have now elapsed since the 16th and nothing has been published as yet. It would be desirable to hear more on the subject. Yours, etc. P.D. (114 words)

Malayan Collieries. [Articles] The Straits Times, 3 June 1922, Page 8
 Malayan Collieries. We have received from Mr. J. A. Russell a copy of a letter he has addressed to the shareholders in reference to the option question. It is a lengthy document, and we hope to give it in full on Monday.

The Malay Mail, Tuesday, June 6, 1922 ps.9, 10, and 16. Headline: Malayan Collieries. The Secretaries’ Reply. Circular to Shareholders. Also sent to Straits Times. 0. MALAYAN COLLIERIES. [Articles] 0. The Straits Times, 5 June 1922, Page 10 0. MALAYAN COLLIERIES. 0. Messrs. Russell & Co. Answer Mr. Peck. 0. Deny that Acted for Colliery Company. 0. To the Editor of the Straits Times. 0. Sir, With reference to the letters in your paper regarding ourselves and the above company, we enclose a copy of a circular letter which we are addressing to the shareholders in Malayan Collieries, Ltd., - Yours, etc., J.A. RUSSELL AND CO. 0. Kuala Lumpur, F.M.S., June 1922 0. (Enclosure) 0. Dear Sir, or Madam 0. Re Malayan Collieries Limited. 0. In view of the speech made by one of the shareholders at the last general meeting of the company, concerning the purchase of the property at Pamoekan Bay and known as the Goenoeng Batoe Besar mine, and of the letters relating thereto which have been appearing in the Public Press, wherein it has been suggested that we diverted to ourselves an option acquired by us for and behalf of Malayan Collieries, Ltd. We desire to put before you as clearly and concisely as in our power lies the material facts relative to our connection with the matter, so that you may be in a position to value at its true worth the attack made against us. The facts are as follows: 0. In February 1918, a certain Mr. Ng Hong Guan placed before us certain mining propositions, and as a result of the business which eventuated Mr. Ng Hong Guan became largely indebted to us. In September 1920, he was liable to us for the payment of a considerable sum of money. We had made repeated attempts to collect this outstanding debt, and eventually on September 2, 1920 we wrote to him that unless the money were repaid we should be obliged to take other steps with a view to its recovery. 0. About September 20, 1920, Mr. Ng Hong Guan came to Kuala Lumpur, and saw us with a view to obtaining further time for payment of the debt. He had an interview with Mr. .J. A. Russell, and stated that he could not then pay the money, but he hoped soon to be in a position to do so. He suggested to Mr. Russell that we should allow him further time for repayment of the money due to us, and in return he would us a free option to purchase a coal mine, which he represented was a valuable property, for a lengthy period with the right to bore the same. Mr. Russell told Mr. Ng Hong Guan that he required some evidence of the accuracy of Mr. Ng Hong Guan’s statements. He also told Mr. Ng Hong Guan that if we acquired the option over any such coal property, then in view of our large holding in Malayan Collieries, Ltd., and of the high price of the shares, it would be of advantage if provision were made for payment of part pf the purchase price in shares of that company. Mr. Russell’s idea was that any sale on a large scale by him or by us of Malayan Collieries shares (which might possibly be necessary in order to pay a considerable sum of cash for the acquisition of a mining property) would have the effect of depreciating the market price of the shares, and was therefore, if possible, to be avoided. The possibility either of a sale or of a transfer by us to Malayan Collieries Ltd. of the property was not absent from Mr. Russell’s mind, though at this period it cannot be said that he had formed any decision one way or the other with the regard to the disposal of the property or the option over it. If Malayan Collieries, Ltd. decided to purchase the property, the provision for payment of the consideration in shares would also be n advantage to them. Our duties and our authority in connection with the acquisition of coal properties – as viewed both by us and the board- were, and still are, that the negotiations for and the acquisition of fresh properties for the company are no part of our duties as secretaries and agents of the company. The business of the company, the administration of which is entrusted to us, is not that of dealers in coal properties. The board does not consider that the remuneration paid to us as secretaries and agents covers the services required to obtain such properties; and, moreover, it considers that we are at liberty to deal with the company in the matter of the sale to the company of coal and other concessions in the same way as any other firm. 0. Shortly before the date of this interview the company had had an offer of an option over a certain concession at Seboekoe, and the negotiations regarding the terms of this option were practically complete. The directors, after negotiations with the owner of the Seboekoe property, obtained the terms upon which they had all along insisted as the only ones which the company could possibly consider, that is to say: A free option for at least two months with the right of extension involving no payment by the company, whether by way of option money or deposit or advance or any other form of payment whatsoever in connection with the option. 0. Mr. Russell’s idea was that if he could get a similar long term free option over the Pamoekan Bay property, involving no financial risk, and with a right to bore, he would consider giving over the option to Malayan Collieries Ltd., while if the acquisition of the option entailed the risk of money he might take it up on our account in the latter case, if after investigation the property proved to be a good one, we would exercise the option and offer the property to Malayan Collieries, Ltd., and if they did not buy, then to such other person or company as might desire it. In view of our very large holding in Malayan Collieries Ltd., that company would, of course, be given the first refusal of the property at the price asked by us after an inspection of the property. 0. At the interview with Mr. Hg Hong Guan already referred to, the latter undertook to supply the require evidence of his statement with regard to this coal mining proposition, and went away in order to obtain it. He returned upon September 27, 1920, and he bought with him an option letter signed by the Eastern Mining and Rubber Co. Ltd. by their managing director, and dated September 25, 1920, (which document we have in our possession) giving to Mr. Ng Hong Guan the right for 14 days to buy the property from the Eastern Mining and Rubber Co. Ltd., for a sum of $2,500.000 of which one half was to be paid in shares at par of Malayan Collieries, Ltd. (the equivalent of the then price of the shares of $5,000.000 in all) and providing that a deposit of $250,000 had to paid within a fortnight. 0. The consideration for Mr. Ng Hong Guan’s offer to transfer to us his rights in this option was our indulgence to him in the matter of his debt to us, and there was not – and could not have been- any suggestion that Mr. Ng Hong Guan was acting on behalf of Malayan Collieries, Ltd. 0. Mr. Russell, when he saw the option agreement of September 25, told Mr. Ng Hong Guan that so short a term was of no use to us, but if that Mr. Ng Hong Guan could obtain a longer term for the exercise of the option to purchase this property at a lower price, business might eventuate. Mr. Ng Hong Guan stated in reply that though, owing to the mine already producing and selling coal at a profit, the price for the option might be high and the period thereof short, he knew of less developed properties over which he could obtain long term free options. Mr. Russell told Mr. Ng Hong Guan that provided the company were not involved in any expenditure of money or financial risk, options of this nature would certainly be of interest to Malayan Collieries Ltd. Mr. Russell cannot be said to seriously to have considered that Mr. Ng Hong Guan would bring such options, but he was disposed to encourage him to endeavor to do so. Mr. Ng Hong Guan said that he was shortly visiting the Dutch East Indies, and that as he might not be known to some of the persons with whom he might there conduct negotiations he had better have a chit from Mr. Russell, for if long period free options were essential, it would be necessary to show people he was not wasting their time. Mr. Russell then took a piece of headed paper, and wrote upon it:- 0. “ To whom it may concern. This is to authorise Mr. Ng Hong Guan to apply for options over coal properties in the Dutch East Indies and signed it “ For Malayan Collieries, Ltd., J. A. Russell and Co. Managing Agents and Secretaries.” 0. This is the “ letter” upon which the allegation has been founded that Mr. Ng Hong Guan was the duly authorized representative of Malayan Collieries Ltd., in connection with the Pamoekan property. This allegation is on the face of it ludicrous. This brief letter, or chit, pledged the company in no way, and was given without any previous consultation with the other directors of the company. It gave no authority to Mr. Ng Hong Guan to acquire options, but merely authorized him to apply for them, and certainly gave him no right to acquire any option in his own name. 0. There was no question of this letter being required for the purpose of obtaining an option over the Pamoekan Bay property, as Mr. Ng Hong Guan already had an option over that property. He is, and was, well known in Singapore, and he required no letter of identification for use in that place. We would direct attention to the form of the letter itself. Although the names both of the property and the owners were known to Mr. Russell, neither is mentioned in the letter. Had he intended to authorize Mr. Ng Hong Guan on behalf of the company to acquire an option over the Pamoekan Bay (Goenoeng Batoe Besar) property, he would undoubtedly have said so in express terms in this letter. Mr. Ng Hong Guan himself to this day disclaims that he was acting as the agent of Malayan Collieries Ltd., but takes the standpoint that he was acting in conjunction with Mr. Russell to acquire the property with a view to its disposal by ourselves or Mr. Russell. We have in our possession an admission to this effect by Mr. Ng Hong Guan. 0. Whether Mr. Ng Hong Guan at any time showed this chit to the directors of the Eastern Mining and Rubber Company Ltd., or at any time represented to anyone that this chit did refer to the Pamoekan Bay property, is of course unknown to us. We cannot believe he can have done so, and in any case we have ample evidence in writing over the signature of the Eastern Mining and Rubber Company Ltd., and otherwise, to show that they throughout the negotiations subsequent to this interview took up the attitude that they had contracted with Mr. Ng Hong Guan personally, and that he subsequently assigned the rights to ourselves. 0. On September 29, 1920 Mr. Russell received a cable from Mr. Ng Hong Guan in Singapore, saying that $1,200,000 were required for the mine, half in cash and half in Malayan Collieries shares at market value, and that £120,000 had to be paid down. 0. On the following day (the 30th) Mr. Ng Hong Guan came to Kuala Lumpur. He said an option for a month only would be given, and that $120,000 was required to be paid before anyone would be allowed to visit the mine. 0. The proposition was now evidently quite different from that mentioned by Mr. Ng Hong Guan to Mr. Russell at their first interview which, as already sated took place about September 20, 1920. It was obviously a gamble. The time for the exercise of the option was very short. Heavy option money was required. The mine was 10 days journey distant, in an inaccessible part of Borneo, and there was an absence of authenticated information regarding its value. 0. Further, Mr. Ng Hong Guan indicated to Mr. Russell that if the latter took over the option he would have to take up a number of shares in the new issue then about to be made by the Eastern Mining and Rubber Company, Ltd., and for some of which Mr. Ng Hong Guan had promised to subscribe. 0. Mr. Russell told Mr. Ng Hong Guan that he still could not agree to the proposition in its then form and Mr. Ng Hong Guan returned to Singapore. He telegraphed on the following day that he had fixed up an option, that the deposit was now reduced to $60,000, and asked Mr. Russell how many shares in the new issue of the Eastern Mining and Rubber Co Ltd he was prepared to take. 0. Mr. Ng Hong Guan arrived back in Kuala Lumpur on Sunday October 3rd, and produced an amended option granted to him and dated October 1, 1920. He stated that he considered that the option was of very considerable value, as it gave a right to buy at what he thought was an extremely low price, and that he had been put to much trouble and expense to obtain it. He said he could sell it for large sum in Singapore, as the demand for bunker coal and mines producing bunker coal (which was the product of the mine in question) was very keen, and a shipment of coal had just arrived from the mine which had proved of very good quality. He said that he had already discussed with the representative of a certain Messrs. Lowe and Co. of Calcutta, the sale of the option to that firm. Mr. Ng Hong Guan further stated that he was going back to Singapore the same day, and if Mr. Russell could not see his way to agree to his terms he must withdraw his offer, the period of the option being so very short. His terms were that Mr. Russell should, the next morning; (Monday), put up the $60,000 required that he should pay Mr. Ng Hong Guan $10,000 down; and further must pay him a larger sum if the option were exercised. Mr. Russell was also to take over the shares in the new issue by The Eastern Mining and Rubber Co. Ltd. for which Mr. Ng Hong Guan had promised to subscribe. 0. The option agreement was rather curiously worded, the document apparently not having been drawn up by a lawyer, and its phraseology was extremely ambiguous. It required Mr. Ng Hong Guan to deposit $60,000 in the Hong Kong and Shanghai Bank. The money was to be deposited in the joint names of Mr. J. A. Russell and the Eastern Mining and Rubber Co. Ltd. and it was to be paid to the latter as fortnight after the arrival of the representative of the option holder at the mine, as option money for the exercise of the option the period during which the money was to be deposited in the joint names apparently being to allow the option holder to verify that a mine in fact existed, and provided this were so the $60,000 would be kept by the Eastern Mining and Rubber Co. Ltd, as the price of the option. It required that Mr. Ng Hong Guan should pay a part of the purchase consideration in shares of Malayan Collieries Ltd, and gave no option to pay in cash. Mr. Russell pointed out to Mr. Ng Hong Guan that, in view of the absence of the right to pay in cash, Mr. Ng Hong Guan could only sell to some person able to deliver a very large number of Malayan Collieries Ltd. shares, and could not sell to Messrs. Lowe and Co. or to other persons, in the ordinary way. Mr. Ng Hong Guan disagreed with this, and said he could easily get this clause altered, because the Eastern Ming and Rubber Co. Ltd. were short of money, and were even being obliged to issue fresh shares to obtain further funds. They would undoubtedly prefer to obtain all the consideration in cash. 0. However, Mr. Ng Hong Guan finally agreed that he would be satisfied with a loan of $10,000 in place of a payment in cash to this amount, and would also not insist upon Mr. Russell taking up the shares for which Mr. Ng Hong Guan had promised to subscribe in the new issue of the Eastern Mining and Rubber Co. Ltd. 0. The position was that Mr. Ng Hong Guan said the option agreement may be badly drawn up, and my terms may be high; but there it is. Take it or leave it. I am returning to Singapore tonight, and if you don’t agree to take it I will sell it tomorrow to others. Mr. Russell therefore agreed to take it, with the proviso that if Mr. Ng Hong Guan could possibly obtain better terms he was to do so, and give the benefit of them to Mr. Russell. 0. In particular Mr. Ng Hong Guan was to endeavor to obtain a longer period for the option. Mr. Ng Hong Guan acknowledged in writing the sale by him to us of the option, and for what it was worth undertook that if we did not exercise our option within fourteen days after the arrival of our representative on the mine the $60,000 should be repaid to us. It should be borne in mind that the option agreement only permitted the repayment of the option money, in the event of the non-existence of the mine. Mr. Ng Hong Guan was already considerably in our debt; he was borrowing further money and his promise to repay the $60,000 was therefore not very reassuring to us. In consequence Mr. Russell drafted a letter to which he desired Mr. Ng Hong Guan to obtain the signature of the Eastern Mining and Rubber Co. Ltd. if he could possibly do so, whereby the period of the exercise of the option was to be extended until the expiration of six weeks after the arrival on the mine of the representative of the option holder, and the deposit was not to be forfeited if the option were not then exercised, but that the option term would be extended upon payment of $60.000. 0. The day following this interview (October 4), Mr. Russell paid $60,000 in accordance with the option agreement, and telegraphed Mr. Ng Hong Guan to that effect. He also telegraphed Mr. Ng Hong Guan asking whether for the $10,000 which he was lending him, Mr. Ng Hong Guan would give him as security his shares in the Eastern Mining and Rubber Co. Ltd. Mr. Ng Hong Guan did not agree with this request. 0. About this time Mr. Russell mentioned the matter of this concession to Mr. Ho Man, whose name is doubtless known to you. Mr. Ho Man is a mine owner in a very large way of business indeed, and was at the time interested with ourselves in certain tin mining options. He was disposed to consider the proposition, and desired to- and eventually did- send a representative to inspect the property. Mr. Russell informed Mr. Ho Man at the outset that he would only do business with him if Malayan Collieries Ltd. did not desire the property. 0. On October 6, Mr. Ng Hong Guan arrived In Kuala Lumpur. He stated that he had been unable to obtain the signature of the eastern Mining and Rubber Co. Ltd., to the letter drafted by Mr. Russell, but that he had bought with him a still further amended option agreement dated October 5. This agreement was also in his own name. He said that on being granted this third document he had informed the directors of the eastern Mining and Rubber Co. Ltd. that he had already transferred his rights under it to Mr. J. A. Russell personally. 0. The exact date when this information was given to the Eastern Mining and Rubber Co. Ltd. is unknown to us, but it is evident from documents in our possession that the information must have been given during the month of October. 0. The new option agreement was still badly drawn up, and ambiguously worded, that portion of it which related to the $60,000 was in part meaningless, but it certainly did not contain any provision for the repayment of the $60,000 in the event of the non-exercise of the option. It was however for a somewhat longer period. It also provided that after the “allotment” of certain shares in Malayan Collieries Ltd, the Eastern Mining and Rubber Co. Ltd. was to have the right to nominate a director on the board of Malayan Collieries Ltd., and to appoint representatives to check the output of the mine. It also contained a clause that the option was subject to the approval of the shareholders of the eastern Mining and Rubber Co. Ltd. 0. Mr. Russell having already paid his money, objected to these new clauses. 0. However with regard to the provision that payment was to be made by “ allotment” of Malayan Collieries Ltd. shares and that the Eastern Mining and Rubber company Ltd. was to have the right to nominate a director on the Board of Malayan Collieries Ltd, Mr. Russell in order to retain the longer period for the option, accepted the same as he saw no reason why it should not be carried out. 0. Firstly if the property proved on investigation to be worth purchasing, he would probably re sell it to Malayan Collieries Ltd. Secondly, if it were worth purchasing, but Malayan Collieries Ltd. refused to buy it, his firm held sufficient shares to meet the payment.( It is true the word “allotment” had been used by the Eastern Mining and Rubber Company Ltd in their peculiarly worded option agreement, but Mr. Russell considered that the transfer of his own shares would in this event be compliance with the agreement). Thirdly if it were not desirable to pay in Malayan Collieries Ltd. shares, the Eastern Mining and Rubber Co. Ltd. would almost certainly prefer to receive the whole amount in cash. 0. With reference to the right to nominate a director to the Board of Malayan Collieries, Ltd., this also presented no difficulty, for any shareholder can nominate a candidate as a director – a right to nominate does not necessarily give a right to have the nominee elected. As a matter of fact at the present time there is on the Board of Malayan Collieries Ltd. no director nominated by the Eastern Mining and Rubber Co. Ltd. They had a nominee at one time, but upon his retirement their fresh nominee was not elected. 0. If the property were as valuable as Mr. Ng Hong Guan maintained it was Malayan Collieries Ltd. would no doubt be glad to take it over. If they did not take it over, and Mr. Russell paid to the Eastern Mining and Rubber Co. Ltd. his own Malayan Collieries shares, the Eastern Mining and Rubber Co. Ltd. would still – like any other shareholder- be entitled to nominate a candidate. 0. The appointment of representative to check the output of the Pamoekan Bay Mine was of course reasonable. The Eastern Mining and Rubber Co. Ltd. were to be paid a royalty on the output, so it was only fair that they should have the right to appoint a representative Mr. Russell – whether he sold to Malayan Collieries Ltd. or to any other company – could always make provision for this. 0. The clause making provision for all this is clause K, in the option agreement of October 5, 1920. It was not contained in the Option of October 1 1920, which was the option that had been transferred to Mr. Russell when he paid $60.000. 0. Mr. Russell, however was not prepared to allow the option to be dependant on the approval of the shareholders of the eastern Mining and Rubber Co. Ltd., as this new provision seemed to him to be a more material one, and he gave Mr. Ng Hong Guan a letter stating that he accepted the amended option, with the exception of the clause providing for such shareholders approval. Mr. Russell handed a cheque to Mr. Ng Hong Guan for $10,000. 0. In order to inspect and bore the Seboekoe property it had been arranged that Mr. England and Mr. Brickman should visit this coalfield, taking with them a diamond drill, surveying instruments, and a gang of boring and other coolies. 0. Both Messrs. England and Brickman had not long been sent out by the company's home consulting engineers and consequently did not know the country and could not speak Malay; and it was arranged that- when we could spare him- Mr. P. E. Hastings, an engineer from our own staff, should be lent to the company for a month in order to assist them. The plan was for Mr. England to inspect the Seboekoe property, and, if he thought it fit, leave Mr. Brickman behind to bore it. 0. About October 9, the promised Seboekoe free option arrived, which stipulated that the inspecting engineers of the company should leave Singapore on or before October 15. We having no one to send to Pamoekoe Bay but Mr. Hastings, this presented a difficulty; and we at first told Mr. England that we should at first be unable to spare Mr. Hastings to visit Seboekoe. 0. We had, however, offered- through Mr. Ng Hong Guan- free accommodation for Mr. Hastings by the vessel chartered by the Eastern Mining and Rubber Co. Ltd. to carry to Singapore on October 14, via Bandjermasin to Pamoekoe Bay. 0. This vessel the Nanyo Maru, was to stay about three days in Pamoekoe Bay and then return to via Kota Baroe to Singapore. (Pamoekan is about twelve hours, and Seboekoe about six hours sail from Kota Baroe). 0. It was finally arranged that Messrs. England and Brickman and their coolies should also travel by steamer Nanyo Maru, which though she went first to Pamoekan bay, would still convey Messrs. England and Brickman and their men to Kota Baroe as quickly as if they traveled via Batavia and Soerabaya, and at a fraction of the cost. It would also give Mr. England the opportunity of accompanying Mr. Hastings, and getting a free and convenient inspection- involving no expense to the company- of a property which might eventually be offered to Malayan Collieries Ltd. After the Nanyo Maru had left Pamoekan Bay, and upon her arrival at Kota Baroe on her return journey, the party would disembark for Seboekoe. Mr. Hastings was to return from Seboekoe as soon as he could possibly get away, and in the meantime report to us by cable. 0. Traveling with Mr. Hastings was a representative of Mr. Ho Man, who was to return at once to Kuala Lumpur and not go to Seboekoe. 0. On arriving at Pamoekan Bay, Mr. England was greatly impressed with the remarkable natural features of the property, which he said were unique in his experience from the point of cheap production. Traveling upon the Nanyo Maru which was firing Pamoekan Bay coal, he has also learnt that the fuel was a good bunkering one. On the other hand he heard at Pamoekan Bay from Mr. Von Ryswijk that the physical conditions obtaining at Seboekoe were so unfavourable as to make economical production a problematical matter. He therefore decided on his own initiative to land his men at Pamoekan Bay and to commence boring and surveying. He held up the Nanyo Maru for some few days, and then returned to Singapore by her, in order as soon as possible to lay before the directors the advisability of acquiring the property, which he considered to be of unique value, and likely – in view of its unprecedented possibilities of cheap production- in other hands eventually to prove a dangerous competitor of the company. He brought back Mr. Hastings with him, while Mr. Ho Man’s representative also returned. 0. Mr. England left Mr. Brickman behind him at Pamoekan Bay, with the boring and other coolies, to sink a deep bore in order to prove that the favourable conditions observed by him on surface continued at depth. After completing this bore, Mr. Brickman was to proceed to Seboekoe. 0. The party arrived at Kuala Lumpur on November 9. Mr. Hastings and Mr. Ho man’s representative made their reports to us, but although Mr. England said he was confident that the seams were not faulted in depth, he declined to make any recommendations to the company until he had learnt the result of Mr. Brickman’s deep bore. It was, however, rumoured in Singapore that Mr. England thought very highly of the property, and the Eastern Mining and Rubber Co. Ltd pressed for the option to be exercised. Owing to the ambiguous wording of the option it was a moot point as to when the option actually expired, and in any case it was doubtful when the result of Mr. Brickman’s bore would arrive. Mr. Russell consequently saw Mr. Ho Man, and it was arranged between them that the option should be exercised by us irrespective of any opinion held or report made by Mr. England, or the result of his assistant’s bore; but Mr. Russell stipulated that Malayan Collieries Ltd. would be given the first refusal of the property. 0. On the 17th Mr. Russell first met Mr. Phoey Keng Seng, the managing director of the Eastern Mining and Rubber Co. Ltd. and he told him that while it was certain that he would exercise Mr. Ng Hong Guan’s option he contended that he had until December 1 to do so. Mr. Russell nevertheless wrote to Mr. Phoey Keng Seng, informing him that he was instructing Messrs. Drew and Napier to legally exercise the option, and he gave instructions to Messrs. Drew and Napier to exercise it within the option period. On 22nd Mr. England wrote to Mr. Russell that he had received a favourable wire form Mr. Brickman, and that the latter had gone on to Seboekoe. (It may be remarked that Mr. Brickman’s report upon Seboekoe was unfavourable). 0. On November 23 there was a board meeting of Malayan Collieries Ltd. at which all the members then in F.M.S. were present. Mr. England attended with the data he had prepared. 0. He spoke of the property in glowing terms, and, in consequence of the very decided opinion he expressed, the board determined to acquire the mine at the price we asked for it. The board was aware that we were interested in the option, and, in fact, knew we had acquired the same on our own behalf, and that we had give definite instructions that it was to be exercised before the date of expiry thereof. 0. After hearing what Mr. England had to say as to the value of the property, and upon learning his opinion of its enormous potentialities from the point of view of cheap production, and from their knowledge of the prosperity then prevailing in the coal bunkering trade, the board was convinced that the price asked by us was at the time a reasonable one for the asset we were selling. 0. In view of the policy formed by the directors at the time of the acquisition of the Sebokoe option, and having regards to the conditions of the acquisition of this option, and of the lack of sufficiently authenticated particulars of the property, the acquisition of this option by us for and on the behalf of the company would have been entirely beyond the scope of our authority. In fact in consequence of the large sum of money to be deposited before inspection, and the other terms of the option, had we offered- prior to their inspection of the property- to transfer the option to the board upon the same terms as those upon which we had acquired it, it would have been against the policy of the board to have accepted the option. It should be borne in mind that the possibility of the Pamoekan Bay mine being in any way a competitor of Malayan Collieries Ltd, was not apparent until after Mr. England had inspected it, and expressed so unexpectedly favourable an option, and with such enthusiasm. 0. Mr. Russell exerted no pressure upon the board. He stated that he was prepared to keep the mine if the company did not want it at his price. The board- in view of their expert’s opinion-considered the proposition so attractive that they unanimously decided to pay our price for the property. Mr. Russell in accordance with article No 92 of the articles of association refrained from voting upon the matter. 0. As the result of the acquisition of the option by Malayan Collieries Ltd., the company on the same day (November ?3) wrote to Messrs. Drew and Napier, informing them that the company had agreed to acquire the option from Messrs. J. A. Russell and Co., and instructing them that if their firm had not- in accordance with Mr. Russell’s previous instructions to their firm already exercised the option, they were to do so without further delay. 0. On November 29, the Eastern Mining and Rubber Co. Ltd for the first time wrote to Malayan Collieries on the matter. 0. We have made this letter as brief as possible, but have been obliged to write at some length both in justice to ourselves, and for the information of shareholders. 0. Upon due consideration of the whole matter, we think it is clear that we never did, or could have, acquired the option over the Pamoekan bay property for and on behalf of Malayan Collieries, Ltd, nor were we under any obligation to do so. We occupied in this matter an entirely independent position so far as they were concerned. After that company’s own expert had inspected the property, the board decided to pay the price asked for by us. It appeared to the to be worthwhile acquiring at that price, and they saw fit to do so. 0. Our business is well known to include the purchase and sale of mining and other properties, and we do not see how it can be contended that by reason of the fact that we act as secretaries and managing agents to Malayan Collieries Ltd, for a fee which entails the discharge of certain duties, we are under obligation- moral or otherwise- to curtail our other activities. It would, we think, be as reasonable to suppose that any of the well known managing agents of companies have a duty to give for the companies for which they act the benefit of options offered personally to themselves. 0. Such a contention is impracticable, and impossible to sustain; and we feel confident that after perusal of this our exposition of the facts it must be apparent that we have done nothing contrary to our duties as secretaries and managing agents of Malayan Collieries Ltd. 0. At the annual general meeting the Malayan Collieries Ltd. during the course of the discussion which took place, Mr. J. A. Russell stated in effect that he considered that matters which have been dealt with in this letter were the only ones which concerned the shareholders of Malayan Collieries Ltd., and that is also our present opinion. 0. In view of the admittedly independent position we occupied in this matter the attitude which Mr. J. A. Russell took up- and which we endorse- is that the sale of the option by us to the company was a transaction in the ordinary course of our business and the company must be considered to have dealt with us in the same way as would any other purchaser of this or any other property. 0. Having paid the purchase money, and having obtained a good title to the property they were buying, they are interested in such money for no longer than would be any other buyer. The disposal of the purchase money is the concern of the vendor, and the amount which in tern has to be paid to prior vendors and others, together with the names and nature of the interests of such persons is no business of the purchaser. 0. Having set forth this our exposition of the matters which we consider are the only ones in respect of which we are called upon to make a statement, we do not think it is incumbent upon us to deal with other affairs which are of no concern to of Malayan Collieries Ltd, and we do not propose to do so. 0. We apologise for the length of this letter, but feel that the details we have given should be sufficient to satisfy you upon the matter, and we trust that this will prove to be so.-Yours faithfully, J.A. RUSSELL AND CO. 0. (5942 words)

THE DAY'S NEWS. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 7 June 1922, Page 1 THE DAY'S NEWS. A summary of Mr. Russell’s explanation of the recent colliery deal, which was questioned at the Malayan collieries meeting, will be found on page 11 with other business news.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 7 June 1922, Page 11 MALAYAN COLLIERIES. AND MR. RUSSELL’S OPTION. 0. Messrs. J. A. Russell and Co., agents and & secretaries of Malayan Collieries, Ltd., who recently obtained an option over a coal mine in the Dutch Indies and transferred it to the Company at a large profit, have Issued a letter to shareholders, ”explaining the matter”. It is an extremely long document, the more complicated because of the confusion between Mr. Russell himself, Mr. Russell as a partner of J. A. Russell and Co. and Mr. Russell as the agent and a director of the Malayan Collieries. We do not need to enter into the extremely long account of the preliminary negotiations for the concession, and Mr. Russell denies the right to question the allotment of the M. C. shares allotted for the concession. The relation of J.A. Russell and Co. and the M.C. are thus set out:- 0. “ Our duties and our authority in connection with the acquisition of coal properties- as viewed by us and the board- were, and still are, that the negotiations for and the acquisition of fresh properties for the company are no part of our duties as secretaries and agents of the company. The business of the company, the administration of which is entrusted to us, is not that of dealers in coal properties. The board does not consider that the remuneration paid to us as secretaries and agents covers the services required to obtain such properties; and, moreover, it considers that we are at liberty to deal with the company in the matter of the sale to the company of coal and other concessions in the same way as any other firm. 0. Shortly before the date of this interview the company had had an offer of an option over a certain concession at Seboekoe, and the negotiations regarding the terms of this option were practically complete. The directors, after negotiations with the owner of the Seboekoe property, obtained the terms upon which they had all along insisted as the only ones which the company could possibly consider, that is to say: A free option for at least two months with the right of extension involving no payment by the company, whether by way of option money or deposit or advance or any other form of payment whatsoever in connection with the option. 0. Mr. Russell’s idea was that if he could get a similar long term free option over the Pamoekan Bay property, involving no financial risk, and with a right to bore, he would consider giving over the option to Malayan Collieries Ltd., while if the acquisition of the option entailed the risk of money he might take it up on our account in the latter case, if after investigation the property proved to be a good one, we would exercise the option and offer the property to Malayan Collieries, Ltd., and if they did not buy, then to such other person or company as might desire it. In view of our very large holding in Malayan Collieries Ltd., that company would, of course, be given the first refusal of the property at the price asked by us after an inspection of the property.” 0. The circumstances of the letter authorizing Mr. Ng Hong Guan to apply for the options over coal properties in the Dutch east Indies on M.C. paper and signed “For Malayan Collieries Ltd., J A Russell and Co. managing agents and secretaries” seems to us extremely weak, if the M.C. had no part in the obtaining of the options. 0. The option accepted by Mr. Russell was on the condition that if Mr. Ng Hong Guan could possibly obtain better terms he was to do so and give the benefit of them to Mr. Russell, which seems to define the position of the option-holder and Mr. Russell or his firm. 0. The point of the Eastern Mining Co. having the right to nominate a director in Malayan Collieries is disposed of with the remark that any shareholder has the right to nominate a candidate for directorship. There is a nice distinction between the right to nominate a director and the right to nominate a candidate to the board, who may or may not be elected. 0. Other points scarcely need going into in detail. Mr. Peck and the shareholders whom he represents will doubtless have something to say about them. 0. (733 words)

Boxing in Kuala Lumpur. [Articles] The Straits Times, 8 June 1922, Page 10 Boxing in Kuala Lumpur. The boxing contests staged on Tuesday night were by far the best we have seen in Kuala Lumpur (says the Malay Mail), and the promoters deserved a better house for their enterprise. A new-comer to Kuala Lumpur boxing, Chan Peng Sang from Malayan Collieries, made an excellent show against a much heavier opponent, and is the most promising flyweight we have seen here.

Malayan Collieries. [Letters] The Straits Times 9 June 1922 page 9 Malayan Collieries To the Editor of the Straits Times Sir,- Duly appreciating as I do, the high reasons for the attitude taken up by you in regard to further discussion of the purchase of the Goenoeng Batoe Besar property, I feel sure that having printed a very long ex parte letter from Messrs. J.A. Russell and Co., purporting to give the material facts of the case, you will in justice to myself and the shareholders, see equally good reason for allowing me to make the following much shorter reply, which was written before I saw your note. In it I confine myself to replying to only a small part of Messrs J. A. Russell and Co.’s letter, and the more by way of supplying important facts omitted by them than in any way of argument. Yours etc. FRED. C. PECK. Singapore, June 8, 1922 0. (144 words)

Untitled [Letters] The Straits Times, 9 June 1922, Page 10 0. Sir,—lt would take up far too much of your valuable space to reply in full to Messrs. J. A. Russell and Co.'s account of the facts relating to the purchase of the Goenoeng Batoe Besar property as given in your issue of the 5th instant. I will, therefore, with your kind permission, reply to only a small part of the letter, and that by way of supplying important facts omitted by them than by way of argument. 0. Messrs. J. A. Russell and Co. have now admitted giving to Mr. Ng Hong Guan a letter or “chit” dated September 27 1920, written on Malayan Collieries letter paper and signed For Malayan Collieries Ltd J. A. Russell and Co. Managing Agents and Secretaries.” Authorizing Mr. Ng Hong Guan “ to apply for options over coal properties in the Dutch East Indies” But they argue this had no reference to the Goenoeng Batoe Besar property, also known as the Pamoekan Bay property. I would, therefore, invite Mr. J. A. Russell to explain another letter of the very same date, namely September 27th 1920, also on Malayan Collieries Ltd. letter paper, and signed by Mr. Russell, which letter has been seen by other shareholders than myself, and which read as follows:- 0. Dear Mr. Hong Guan, 0. With reference to your visit of this morning, I have considered the proposition which you put before me, and wish to say that though I am prepared to send an expert to prospect and report upon Goenoeng Batoe Besar, I consider the price asked is a high one. 0. I am not anxious to obtain an option over the Goenoeng Batoe Besar property, because I have just secured one over Seboekoe. I understand that Seboekoe is more difficult to work than Goenoeng Batoe Besar, but the quality of the coal is about the same and the quantities are greater. We should have to spend more money in developing Seboekoe, but against this would be the fact that the price asked for Seboekoe is much cheaper than you and your friends require for Goenoeng Batoe Besar. 0. Once Seboekoe were developed would be able to compete with Goenoeng Batoe Besar, and I would point out that although you are getting a very good prices at the present time for Goenoeng Batoe Besar coal, with competition these prices cannot continue- and I expect to see the price drop to about $15 a ton cif Singapore. Both Seboekoe and Goenoeng Batoe Besar coal are the same as Malayan Collieries coal, that is to say they are high class lignites or sub bitumous coal of the tertial measures. The two Borneo coals are better than our coal because they have less water and will store, and therefore can be used for shipping- but, if we briquette our coal, it can also be used for shipping, and a briquetting plant is now on its way out from England. 0. In regard to ash, our coal is much superior to the Borneo coal, and while we have two seams each 30 to 40 feet thick, have an area of nearly 10.000 acres and over 1000 million tons of coal Goenoeng Batoe Besar appears to be a very small place and only contain 12 million tons of coal. 0. Mr. Platt says that 12 millions should be confirmed by further investigation, and his means that we ought to do a good deal of prospecting. 0. In view of the distance of the Goenoeng Batoe Besar from Kuala Lumpur, of the absence of prospecting work done on the property, and of the high price asked, and the further large amount of money we should need to sink in development, (say for the latter $1,500.000) we should want an option for at least six months. Yours sincerely (sgd) J. A. Russell. 0. The third and fourth paragraphs of this letter, in which reference is made to “our” coal and to the possession of 10.000 acres and over 100 million tons of coal, conclusively demonstrates that this letter signed by Mr. J. A. Russell as chairman or agent of Malayan Collieries Ltd. And consequently that Malayan Collieries Ltd. were seeking an option over the property) 0. This is also clear from a comparison between the first sentence of the second a paragraph of the above-given letter and the fourth paragraph of Messrs. J.A. Russell and Co.’s recent letter, in which it was stated that “the company” which had had the offer of this Seboekoe option and “directors” who obtained it 0. Further, at the annual meeting of Malayan Collieries Ltd. held on October 15 1920, the chairman Mr. J. A. Russell said: “The company’s representatives have inspected coal deposits in China, Siam and the Dutch East Indies, but hitherto with negative results. Two properties are now under examination” etc. Are not these two properties Goenoeng Batoe Besar and Seboekoe? 0. Again a circular dated December 23 1920, issued to the shareholders by the Company says, “the chairman at the last annual general meeting informed shareholders your board has for the past three years been actively searching coal properties, principally in the Dutch East Indies and South China” etc. and “the chairman added, however, that your board were at last engaged upon investigating a property of considerable promise and it was therefore proposed to double the authorized capital of the company”, and further “ your Board has, after full consideration and as a result of the favourable reports made, duly entered into an agreement to purchase” the property known as the Batoe Besar concession which “ has been thoroughly examined and reported on by Mr. E. England, your colliery manager, who from surveys made and diamond drill holes sunk under his direction by Mr. Brickman, also of your company, estimates the workable coal in sight at 40,000,000 tons. 0. Now to turn to another question in connection with the transaction, viz., the risk involved. Part of my evidence in regard to this question is another letter also on Malayan Collieries Ltd. letter paper, dated October 1, 1920, and reading as follows:- 0. Dear Mr. Hong Guan, 0. I have received your wire reading as follows:- 0. “Jar Kuala Lumpar 0. “ Fixed up option put deposit five per cent, sixty thousand Hong Kong Bank in joint names yours and Eastern’s money will not forfeit boat leaves tenth visiting you Sunday morning confirm wire Eastern share balance one thousand shares pay half fifty dollars each how much you taking wire or wait till I see you. Ng Hong Guan.” 0. To this I replied as under:- 0. “Nghongguan 227 Telok Ayer Street Singapore I confirm arrangement will meet you in office Sunday morning at ten. Russell” 0. I then sent another wire reading:- 0. “In drawing up option please ask for six weeks from time of boat leaving Singapore as one month insufficient for my men to go and return with report also ask that deposit be with Kuala Lumpur branch of bank. Russell” 0. I sincerely hope that you will do your very best to get six weeks instead of only one month’s free option dating from the time of sailing of your boat to Pamoekan bay. 0. It would be almost impossible for my men to report to me by cable, while a letter would take just as long to come as it would for Mr. Hastings and the others to get back here themselves. The only safe way would be for Mr. Hastings to return to Kuala Lumpur and make his report to me personally. He would have to get back a few days before the expiration of the period of the free option. I estimate that one month would be insufficient time, but that six weeks would be just long enough. Please do your very best to get the free period increased to six weeks. 0. Also please arrange that I pay the 5 per cent. Deposit into the Kuala Lumpur branch of the Hong Kong and Shanghai Bank. It would be much more convenient for me to do this and would make no difference to the Eastern Mining and Rubber Co. 0. Perhaps Mr. Phoey Keng Seng would have to come up here, but I think it would be a good thing if he did so in order that we could have a private talk about future arrangements. 0. He could go out and have a look at the colliery. If you bring him up I suggest that you do not bring him up on Sunday, but that he comes later in the week. However we can talk over the advisability of asking him to come to K.L. on Sunday morning when you are here. 0. Perhaps you think that it would be absolutely necessary for me to go to Singapore in which case there would be no need for Mr. Keng Seng to come here. 0. Yours sincerely, 0. (sgn) J A Russell 0. The above quoted letter contains two references to the "“free option” and also the information that “ money will not forfeit” 0. Two days later Mr. Hong Guan takes to Mr. Russell the fairly satisfactory option dated October 1, 1920, on the strength of which Mr. Russell deposited (not paid) the sixty thousand dollars in Hong Kong and Shanghai Bank. 0. Thereafter Mr. Russell’s letters to Mr. Hong Guan in reference to this option are on Messrs. J. A. Russell and Co.’s letter paper. Yours, etc., F C PECK. (1555 words)

Ng Hong Guan v. J. A. Russell. [Articles] The Straits Times 20 June 1922 page 8 Ng Hong Guan v. J A Russell A matter came before Mr Justice Barrett-Lennard yesterday in the action of Ng Hong Guan versus J. A. Russell. The defendant applied to have a writ set aside on the ground that the court had no jurisdiction to try the case and after legal arguments by Messrs Page and Williamson for the plaintiff and defendant respectively his Lordship reserved his decision for to- day as to whether the case should come for trail in Singapore or in Kuala Lumpur. The case is one in which the plaintiff claims a partnership in an option to purchase a coal concession in Dutch Borneo and an account of the profits made on the resale of the option. His Lordship delivered judgement today setting aside the writ, and the proceedings thereunder in Singapore for the want of jurisdiction. On the application of Mr Williamson, for the defendant, costs were granted. 0. (149 words)

THE DAY'S NEWS. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 June 1922, Page 1 THE DAY'S NEWS. The court of appeal sat yesterday page 7 Also Mr. Barrett Leonard has delivered judgment in the Malayan Collieries case.

MALAYAN COLLIERIES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 June 1922, Page 7 0. MALAYAN COLLIERIES. 0. A QUESTION OF PARTNERSHIP. 0. Mr. Justice Barrett- Lennard delivered judgment in the Supreme Court yesterday in regard to an application made by Mr. J. A. Russell, of Messrs J. A. Russell and Co., secretaries and agents of Malayan Collieries Ltd., of which he is Chairman, to set aside an order made by the Registrar of the Supreme Court, whereby plaintiff, Ng Hong Guan, was given permission to serve the writ in the action on the defendant in Kuala Lumpur, where he has his commercial domicile. 0. His Lordship said the action, in substance, is for an account of the profits made out of the grant of an option dated October 5, 1920, in which profits the parties are alleged to be interested as partners or co adventurers, and for payment of the amount found due. The written evidence founded on by the plaintiff is contained in a document dated November 19, 1920. It purports to grant benefit of the option mentioned to one Khoo Wee Chuan, said to be the defendant’s trustee. The consideration (only conditional on the exercise of the option) is stated as 4,000 fully paid up shares in Malayan Collieries, Ltd. The evidence in support of the partnership will be wholly oral and, of course, point to an arrangement subsequent in point of time to the document of November 19, 1920. The defendant denies any partnership and sets up an agreement, dated October 3, 1920. The consideration therein is an unconditional payment of $60.000, which I understand, has been duly received by the plaintiff, and a payment, conditional on the exercise of the option, of $100.000, to be satisfied by the allotment or transfer of shares in Malayan Collieries. This conditional obligation has apparently been in part executed by the transfer to the plaintiff of 8,000 of the shares. Now, service of a writ outside the territorial limits of jurisdiction is frequently an act of considerable political significance, and hence the liberty so to serve has been hedged about with various safeguards, due to the result of long judicial experience. The present plaintiff, in order to bring his case within section 105 of the Civil Procedure Code, must shew that it is founded on the breach or the alleged breach within the jurisdiction of a contract, wherever made, which according to the terms thereof ought to be performed within the jurisdiction. If the plaintiff had rested his title to relief inclusively on the document of November 19 1920, I am disposed to think that he would be within the terms of the Section quoted. He resides in Singapore; the document was signed here; the deed of transfer of the shares was sent to the plaintiff here. The relation disclosed is simply that of vendor and purchaser. But the plaintiff seeks a form of relief which has no necessary relation to that document. It is quite likely that, if he be really entitled to an account of the profits, as opposed to a further transfer of shares, such profits ought to be remitted to, and the accounts ought to be produced to him in Singapore. On the other hand it may well be that the real home of the partnership was intended to be in the Federated Malay States. There is really nothing to show what was the critical provision in the alleged partnership agreement. I am, therefore unable to find that the partnership agreement was to be performed within the jurisdiction. Suppose, however that my view so far is fallacious, it yet seems to me that the Federated Malay States are more convenient for the prosecution of the action than is the Colony. There arises the question whether there is, in truth, any ground whatever for the contention that an agreement, other than that of October 3, 1920, is in full force and effect. Next, judges are frequently influenced by the great hardship to which the plaintiff is exposed if forced to travel to a more distant country and submit his case to foreign courts which British people, often on insufficient grounds, do not rate very highly. The capital of the Federated Malay States lies almost closer to Singapore than does Manchester to London and the communications between them are excellent. Though the Supreme Court of the Federated Malay States is not in point of law British, it is in point of fact indistinguishable from this Court. The plaintiff will secure the same hearing in Kuala Lumpur as he would in Singapore, and his expenditure of time and money ought not to be very great. The advantage of the defendant is appreciable. He is sought out in his own home which for many centuries was an inflexible principal of the law, except when on action related to the land, or unwilling juries were summoned to Westminster hall, a practice of which we have but faint traces. I think that the plaintiff ought, on grounds of convenience, to visit the defendant’s forum. For the reasons given I must set aside the service of the writ of summons. 0. Mr. Williamson appeared for the applicant (defendant) and Mr. Page for the plaintiff. (858 words)

HONG GUAN vs. RUSSELL. [Articles] The Straits Times, 21 June 1922, Page 10 HONG GUAN vs. RUSSELL. Matter Outside Singapore Jurisdiction. In regard to the application made by Mr. J. A. Russell of Messrs. J. A. Russell and Co., Secretaries and agents of Malayan Collieries, Ltd., of which he is chairman, who was represented by Mr. Williamson, to set aside an order made by the Registrar of the Supreme Court, whereby plaintiff, Mr. Ng Hong Guan, represented by Mr. Page, was given permission to serve the writ in the action on the defendant in Kuala Lumpur, where he has his commercial domicile. Mr. Justice Barrett- Lennard, after hearing legal arguments said: . (See above article) (769 words)

Minute from MC Board Meeting 25 June:“Mr. Brash handed in a further letter he had received from Mr. Peck. This letter was read to the board together with an extract attached thereto of an opinion that the conduct of Messrs. J.A. Russell and Co. in connection with the acquisition of the Pamoekan Bay property was actionable.” THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924..” The next meeting of directors was on June 27 when Mr. Shearn was called in at Mr. Russell’s request. There Mr. Shearn produced Mr. Russell’s files of correspondence and papers and informed the board that these were open to the inspection of the board. The members of the board other than Mr. Russell, who did not vote, having considered the matter, unanimously resolved (1) “that the allegation made against Messrs. J.A. Russell and Co. is unfounded and that this company has no legal cause of action against either Messrs. J.A. Russell and Co. or Mr. J.A. Russell personally.” The meeting also decided to call the shareholders together to refer the matter to the referees.THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924.

THE DAY'S NEWS. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 June 1922, Page 1
 THE DAY'S NEWS. The directors of Malayan Collieries have come to an important decision regarding the Pamoekan Bay deal and the Russell connection therewith- Page 6.

The Malay Mail, Wednesday, June 28, 1922.p.9 0. Malayan Collieries. [Articles] The Straits Times 28 June 1922, page 9 and edited version in RUSSELL AND MALAYAN COLLIERIES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 June 1922, Page 6
 RUSSELL AND MALAYAN COLLIERIES. Malayan Collieries Special Meeting to Be Called. To the Editor of the Straits Times Sir,- With reference to the correspondence recently appearing in your paper regarding the purchase by our company of the Pamoekan Bay property, we are instructed by our Board to forward for your information and publication should you wish to do so, the attached letter which the Directors are circulating amongst the shareholders. MALAYAN COLLIERIES LTD. By Order of the Board J.A. RUSSELL and Co. Agents and Secretaries Kuala Lumpur, June 27 1922

Circular to Shareholders: MALAYAN COLLIERIES LTD. Dear Sir or Madam, - You will observe from the accompanying report of the last annual meeting of the company that certain remarks were made at that meeting by a shareholder concerning the purchase by the company of the Pamoekan Bay (Goenoeng Batoe Besar) property. Since that meeting a definite allegation has been made by the same shareholder that Messrs. J. A. Russell and Co. acted as agents of the company in connection with the acquisition of the option over that property and are therefore accountable to the company for the profit derived by them out of the resale of the property to he company. Messrs J. A. Russell and Co. have replied to this attack at considerable length and a print of their reply is, we understand, being sent to you contemporaneously with this letter. Your board has with great care considered the charges which have been brought against J. A. Russell and Co. in connection with the acquisition of this option. It has perused the documents in the matter and has the advantage of long and detailed statements from Mr. J. A. Russell. The board has unanimously decided that the allegation made against Messrs. J.A. Russell and Co. is unfounded and that the company has no legal cause of action against either Messrs. J.A. Russell and Co. or Mr. J. A. Russell personally. The Board however realises that this is a matter of very considerable importance and it is anxious that the shareholders should not feel that their interests are in any way being neglected. The Board, although holding the view already stated as to the due discharge of Messrs. J. A. Russell and Co. of their duty, does not propose to rely upon unsupported opinion. It has therefore decided to call a meeting of the company of which notice will be given in the next ten days when shareholders will be asked either to authorise the reference of the whole matter to independent referees, whose names will be submitted to the meeting, or to endorse the opinion which the Board has formed that no legal action is necessary. Should the meeting decide that referees be appointed, these gentlemen will be requested to report to the Board whether action by it should be taken, or whether it is correct in thinking that no action is necessary. In the event of any steps being recommended, the Board will in that event convene a further meeting of the company and ask for authority to act in accordance with the recommendations of the referees. By the Order of the Board J.A. Russell and Co. Agents and Secretaries (540 words)

The Malayan Tin and Rubber Journal. 30 June 1922 Vol. xz No.12 Selangor Miners’ Association Meeting. A.G.M. Hon. Mr. Kia Peng’s Interesting Review. (F.O.O.C.) Kuala Lumpur, June 8. Meeting held June 7th.Annual General Report “ Mr. J. A. Russell was elected President of this Chamber for 1921, but subsequently he resigned. The Hon. Mr. Choo Kia Peng, then Vice President was elected President, and Mr. A.A. Henggeler who was a Vice President before was elected to the place vacated by Mr. Kia Peng. On account of ill health, Mr. H.H. Robbins left for home and resigned from the committee… (Summary notes: price of tin, government purchasing till February. Price declined, panic, emergency meeting, sub committee formed, appeal. “Malayan Collieries Ltd. on being appealed to, consented to a rebate of 15 per cent on the price of coal supplied to miners so as to help them keep the mines going”. Removal of Government control on rice on first of May, price of firewood, tin slump affected labourers who could not find other work, large numbers seen begging and sleeping in the five footpaths and under the eaves of various institutions. Relief work started under management of Protectors of Chinese and various states in co-operation the Chinese towkays… lampan licences.. tailings, mining leases cancellations, deputation to Chief Secretary gravel pumps, tribunals, law, work for Malaya Borneo exhibition, farewell to Mr. Nutt, seven meetings during year, two meetings not quorate, 6 members resigned, 6 died, total membership of 81. Death of Mr. G. D. Lucas, Senior Warden of Mines. World economic uncertainty, precarious, mine closures, how long can we struggle on? No early revival of trade, cancellation of mining leases, representation to the Government not effective, Peretak problem, construction of common dam, list of committee members.)

LETTERS TO THE EDITOR. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 1 July 1922, Page 6 LETTERS TO THE EDITOR. MALAYAN COLLIERIES LTD To the Editor. Sir, Neither Mr. Peck's statement nor Mr. Russell's explanation has cleared atmosphere. To get at the crux of the matter it appears essential that Mr. Ng Hong Guar who was originally instrumental in obtaining the option, should hand over to a Committee of Arbitrators, the originals of all correspondence in his possession and also to supplement these documents with his remarks. JUSTICE. Singapore, 30th June, 1922. (354 words)

BALGOYVNIE R. E. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 6 July 1922, Page 12
 0. BALGOWNIE R. E. 0. CHAIRMAN'S SPIRITED CRITICISM. 0. The seventeenth annual general meeting of shareholders was held at Gresham House, Battery Road, yesterday at noon. There were present. Hon. Mr. R. C. M. Kindersley (in the Chair) W. P. Plummer, T. F. Andersen Pole, Directors, F. C. Peck, shareholder. Extract: “ Mr. Peck. noticed that Mr. Pole had been elected to the Board by the Directors to fill a vacancy. He stated that he did not wish to make it personal, but it was his policy at all meetings to point out that, in his opinion, it was most undesirable that members of firms acting as Agents or Secretaries should be directors as he thought that interests might conflict and influence the policy of the board, basing his opinion more particularly in the light of Malayan Collieries.” Mr. Pole was re-elected director.. Mr. Peck dissenting.”

Malayan Collieries. [Letters] The Straits Times, 7 July 1922, Page 10, also sent to The Malay Mail, Friday, July 7, 1922. A letter from Penang. Wanted a Proposal.p. 9,13. Malayan Collieries. To the Editor of the Straits Times. Sir,—May I, as a small shareholder in Malayan Collieries, Ltd. unable to attend the forthcoming meeting, request the hospitality of your columns to put my views before my fellow-proprietors as well as before the Directors who;—if they think fit —may then reply to some of the points raised when they meet their shareholders. In their frank and ably written statement of June 6th, Messrs. J. A. Russell and Co: claimed that they acquired the Pamoekan Bay option in the usual course of their business, that they paid a considerable sum for option- money, that in the first instance they offered the property to Malayan Collieries Limited, that the directors of the Malayan Collieries Limited, (with the exception of Mr. J.A. Russell who abstained from voting) chose to accept Messrs. J. A. Russell and Co.’s terms and that if Malayan Collieries had not agreed to the purchase price “at Mr. Russell’s price” Mr. Russell would have been prepared to keep the mine. Accepting these broad facts, nobody could allege that Messrs. J.A. Russell and Co. had acted in any but the most correct manner, the more so as it must be admitted that investors such J. A. Russell and Co. would never have been justified in paying the option money required at a moment’s notice out of the Company’s funds and that, having risked their own money, they were entitled to turn their bargain to the most profitable advantage. But, if we look at the surrounding circumstances leading to Messrs J A Russell and Co.’s acquisition of the option and it’s sale by them to the Malayan Collieries, we find that the position occupied by J. A. Russell and Co. is not quite so “admittedly” as they claimed it to be. In fact I do not hesitate to say - and I propose to prove- that Messrs. J. A. Russell and Co. qua J.A. Russell and Co. and without making use of their position as Managing Agents and Secretaries, could not have carried through the deal. Let me, for the sake of argument, assume that the option had come to a high class and influential firm of financiers trading under the name of John Smith and Co., and let us to see whether out Messrs John Smith and Co. could have: (1) Given a letter to any body authorising him to apply for options over coal properties for the Malayan Collieries Limited. (2) As the terms of purchase undertaken (a) an allotment of Malayan Colliery shares (b) Given the Vendors the right to nominate a Director on the board of the Malayan Collieries Limited (3) Have arranged when not a moment was to be lost to secure for their immediate disposal services of Malayan Collieries Mine Manager, their surveyor, their coolies and the loan of their Diamond -drill and surveying instruments? I think that in each case the answer must be decidedly in the negative, notwithstanding the explanations offered by Messrs. J. A. Russell and Co. They state that it is unknown to them whether Mr. Ng Hong Guan ever showed their chit to the Directors of the Eastern Mining Co. In the absence of any proof to the contrary Mr. Ng Hong Guan may safely be credited with having a legitimately made the utmost use of this document and, unless the Eastern Mining Co. where under the impression that they were in dealing with the accredited representative on the Malayan Collieries, it would be difficult to understand the performance of certain acts- which only the Malayan Collieries could carry out being a major part of the option- terms. Mr. Russell seems to experience some difficulty in explaining away the stipulation for an allotment of Malayan Collieries shares, and can only do so by relying on the peculiar wording of the option- agreement justifying him in and attaching an elastic meaning to the term allotment, but as the agreement appears to have been rather do it by people not quite familiar with the English language, Mr. Russell by the same token must have known that in stipulating for the right to nominate a director, they were asking or intended to ask for greater powers than those possessed by any holder of a few shares. Messrs. J.A. Russell and Co. do not appear to see the very distinct difference between the special right to nominate a Director which a company can grant and the ipso jure right possessed by every shareholder to propose a candidate for directorship. Considering that the employment on Pamoekan Bay of the Collieries servants has not been previously challenged. Messrs. J. A. Russell and Co. recital of the fortuitous circumstances under which Messrs. England and Brinkman were enabled to visit the property, and Mr. England’s decision on his own initiative to land the Malayan Collieries men at Pamoekan Bay and to commence boring and surveying is certainly most interesting, but completely traverses Messrs. J. A. Russell’s claim to their independent position. Messrs. J. A. Russell’s and Co. do not see how it can be contended that by reason of the fact that they act as Secretaries and Managing agents of Malayan Collieries Limited, for a fee which entails certain duties, they are under obligation -moral or otherwise- to curtail their other activities. I do not know what duties Messrs. J A Russell’s have undertaken to perform, but I venture to think that under their agreement as “Managing Agents” it becomes their duty to do everything to further the interests of the Company which they manage. It is quite conceivable that a person comes to Messrs. J. A. Russell and Co. or the above mentioned Messrs. John Smith and Co., with a proposal regarding a Tin Mine, a Rubber Estate, the establishment of a Brewery or a Hotel and nobody would deny the right to either of them to deal with such proposals as they think fit. Messrs. John Smith and Co. could adopt the same attitude towards a Coal Mining proposition, but Messrs. J. A. Russell in view of their duties as Managing Agents for Malayan Collieries are in a vastly different position, for we have it on the very best authority that the Malayan Colliery for the past three years (dating from December 1920) had been actively engaged in searching for and investigating other likely coal- properties, principally in the Dutch Indies and South China. I quote from a circular issued by Malayan Collieries on December 23, 1920, and I fail to see how Messrs. J. A. Russell and Co., the Managing Agents and Secretaries of Malayan Collieries, can find it compatible with their position to acquire or teat for coal- properties in competition with those by whom they are employed to manage and look after their interests. If they persist in their claim to have such a liberty -legal or moral- then they lay themselves open to the charge of having as Managing Agents of Malayan Collieries, handled a dozen or more proposals that did not result in the discovery of anything worth of the Company’s acquisition (vide Circular of December 23, 1920) while the moment that Messrs. J. A. Russell and Co. dealt with a proposition in the usual course of their business, they were lucky enough in “spotting a winner”. Looking upon things from every conceivable point of view, it seems certain that, while without the valuable services rendered by Messrs. J. A. Russell and Co., and without their prompt action, Malayan Collieries would not have secured so promising property, Messrs. J. A Russell and Co. without to the Malayan Collieries at their back, without the services of the Collieries servants and tools and without making use of their position as Secretaries and Managing Agents, could not have carried through the deal with such speed, ease and profit, and while, on the whole, Messrs. J. A. Russell appear to have been actuated all along by a desire and that the Malayan Collieries should eventually benefit and by their adventures, Messrs. J. A. Russell and Co. were not bashful in exacting a big profit. What that profit represents to -day is somewhat problematical in view of the fluctuating price of shares in which Messrs. J. A. Russell and Co. took payment, and which they may or may not still hold, but it has been stated that the time the property was acquired from Messrs. J. A. Russell and Co. the difference between what the Eastern mining and Rubber Co. received and what went to Messrs. J. A. Russell and Co. was over $2,000,000! Those who will, like myself, have watched the fortunes of Malayan Collieries Ltd, from its inception and to whom Malayan Collieries and J. A. Russell and Co. have always been synonymous, can have nothing but the greatest possible admiration for their Managing Agents who have nursed the baby, that at its birth was far from strong, with the utmost care and ability and have, after years of unstinted effort and loyal and strenuous work, seen it grow into a healthy promising youth, and Messrs. J. A. Russell and Co. can be assured that the recent revelations have come as a surprise and keen disappointment to those shareholders who know what they owe to their Managing Agents and who, for sentimental as well as financial reasons, much regret the position and atmosphere of distrust thereby created. Personally I believe that, if Messrs. J. A. Russell and Co. can be made to see that, although acting within their legal rights, they have made a mistake, they would be the first to acknowledge it and it is not yet too late for such acknowledgment to be made. Could not, in the best interests of all concerned and with a view to avoiding lengthy and costly litigation, Messrs. J. A. Russell and Co, as an act of grace and an earnest of their desire to retain the confidence and good will of the shareholders, come forward with a proposal of some return to the shareholders and so bring to a speedy and satisfactory conclusion what and present is a somewhat unhappy, but not irretrievable position. Apologising for the unavoidable length of my letter. Yours, etc. L.H. Penang July 4, 1922 0. (1540 words)

MALAYAN MATCHES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 12 July 1922, Page 11
 MALAYAN MATCHES. Malayan matches are now being made. Several of our friends have been seen using these matches. For a first attempt the manufacturers are to be congratulated. 222 matches will for the present maintain their premier position, but most of the other imported matches are so bad that Malayan matches will have very little difficulty in getting into second place straight away. The following is a true story. One of our Malay Rulers was shown a box of Malayan matches. “ Made in Malaya?” “Yes” “ Ah very pretty: let me look at the box. Umph!. Chinese inscription – Chinese inscription. I do not see any Malay inscription.” (M.M.)

 

The Singapore Free Press and Mercantile Advertiser (1884-1942), 19 July 1922, Page 12 0. Letters to the Editor Malayan Collieries To the Editor, Sir, _ I have read with considerable interest the letter signed “perplexed” published this morning, and I hope that Mr. Ng Hong Guan will come forward, and publish his version of the transactions which took place in connection with the Pamoekan Bay option. It seems perfectly plain to me and I think to the ordinary shareholder in Malayan Collieries Limited, that Mr. Ng Hong Guan’s evidence, both verbal and documentary is vital to the issue. 0. In my opinion a statement from him will clear up all matters debatable or in dispute. 0. Yours etc., “ALL CLEAR”

Untitled [Articles] The Straits Times, 21 July 1922, Page 8
 Malayan matches are obtainable in many Kuala Lumpur shops at prices ranging from 10 to 13 cents. (17 words)

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 July 1922, Page 6
 Malayan Matches are now on sale in the town at 15 cents the package. (M.M.)

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 22 July 1922, Page 15
 A note appeared recently to the effect that Malayan matches were selling at 15 cents a packet. We have since been in formed that they are obtainable from any shops at prices ranging from 10 to 13 cents. Consumers are advised not to pay more as we understand that a fair profit is being made by retailers at the lower prices. (M.M.)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 22 July 1922, Page 16 MALAYAN COLLERIES LTD To the Editor. Sir,- An extraordinary general meeting of the above Company will be held at Kuala Lumpur on 16th proximo for the purpose of considering, whether there is any legal cause or action against Messrs. G. A. Russell and Co. and/or Mr. G. A. Russell If Mr. Ng Hong Guan will publish his statement with the least possible delay it will enable a large majority of wavering shareholders to carefully peruse, weigh and form a decided opinion, before they attend this meeting. The conflicting data based on unauthenticated “copies” of correspondence, without Mr. Ng Hong Guan’s co-operation one way or the other, does not assist the wavering shareholders to decide whether they throw in their lot with Mr. Peck and subscribe to his fund or not. “WAVERER”

LETTER FROM: - J. A. Russell & Co. TO: - The Collector of Land revenue, Kinta, Batu Gajah. 27th July, 1922 Kuala Lumpur, 27th July, 1922 Sir, Surrender in respect of Plans 23428} Area of 14.6 P 23429 A} 23249 B} In compliance with the request contained in your 12 in K.L.O. 633/21 of 24th ultimo, we have the honour to enclose herewith Form of Surrender duly completed. Also attached is the original Power of Attorney, Mr. J. A. Russell to Mr. R. C. Russell. May we ask that this be returned promptly? On previous occasions Powers of Attorney have been held for long periods causing considerable inconvenience here. For this reason we will defer asking the Agent of the Hongkong and Shanghai Banking Corporation for his original Power or Attorney as it is in almost daily use here, until we hear from you that it is absolutely necessary to your requirements. The tracing requested was in connection with the small corner surrendered by us to Government free of charge. We presume that when requesting payment of $1/- being cost of tracing this fact was overlooked. We have the honour to be, Sir, Your obedient servants, Per Pro J. A. Russell and Co. H.H. Robbins. From National Archives of Malaysia. Transcribed by P.C.

Untitled [Articles] The Straits Times, 28 July 1922, Page 8 A meeting of shareholders of the Malayan Collieries, Ltd., has been convened for August 16, when matters which had recently been publicly discussed will probably be considered. (27 words)

MALAYAN COLLIERIES LTD. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 2 August 1922, Page 6 . MALAYAN COLLIERIES LTD. In view of the fact that Mr. Ng Hong Guan is still assiduously preserving his “ studied stoic silence” and in spite of the frequent efforts made through the medium of your valuable paper to arouse him from his apathy, some means should be adopted to elicit the information from him before the Extraordinary General Meeting takes place at Kuala Lumpur on the 16th instant. 0. I suggest that the solicitors representing the shareholders, headed by Mr. Peck should write to Mr. Ng Hong Guan’s solicitors for the statement of their client and also for the loan of the correspondence on the usual legal understanding. A copy of the statement could then be published in the press. The solicitor could attend the meeting and produce for inspection the originals of all documents. 0. Messrs. Allen and Gledhill represented Mr. Ng Hong Guan when the question of jurisdiction was thrashed out, and it is reasonable to assume that the documents in question, which are so vital to the case, are now in their possession. 0. The point that is now exercising the shareholders is, who nominated the referees? The gentlemen have the entire confidence of the public and nothing disparaging is imputed. Am I correct in presuming that one of the gentlemen was nominated by Mr. Russell, and the other by the dissatisfied section of the shareholders? The object of convening the meeting is to decide whether there is any legal cause of action against Mr. J. A. Russell or not? This object will be defeated unless Mr. Ng Hong Guan supplies the missing links. The handsome dividends declared by Malayan Collieries Ltd. is an index of the faithful manner in which Messrs. Russell and Co. have discharged their stewardship, and it is in their interests to obtain from Mr. Ng Hong Guan his statement, thereby terminating this unfortunate affair. Yours etc., ANTI -STOIC . (237 words)

MC letter to shareholders Aug 2:“The attached proxy form is sent to you in connection with the extraordinary general meeting of the company which has been convened for Aug. 16, 1922. The board being of the opinion that there is no cause of action against Messrs. J.A. Russell and Co. and or Mr. J.A. Russell, cannot possibly take legal proceedings unless they have reason to think that their opinion may be wrong. The result of the enquiry which is now proposed will either agree with or differ from the opinion formed by the board and in the latter event the board will then convene a further meeting of the company and ask for authority to act in accordance with the recommendations of the referees.”THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924.

Malayan Collieries Meeting. [Articles] The Straits Times, 9 August 1922, Page 8
 Malayan Collieries Meeting. At the meeting of Malayan Collieries, Ltd., next Wednesday the following resolution will be voted upon: - “That this meeting is in favour of adoption of the proposal of the board to the effect that notwithstanding the opinion which they had already formed, that there in no legal cause of action against Messrs. Russell and Co. and or Mr. J. A. Russell on the charges brought against them, they shall nevertheless be referred to enquiry and a report as to whether further steps should be taken to the following referees, all of whom have intimated their willingness to act: Mr. D.A.M. Brown, the Hon. Mr. A. K. Kenion and Mr. J. D. Kemp; and if the said proposal of the board is approved by the meeting the said referees shall be and are hereby duly elected as referees for the purposes herein mentioned.”

Malayan Collieries. [Letters] 0. The Straits Times, 10 August 1922, Page 10 Malayan Collieries. 0. To the Editor of the Straits Times. Sir,— Being unable to attend the forthcoming meeting of the above Company, may I, as a shareholder, express my views on the resolution which is to be considered. Why should the Board think that the three gentlemen named in the resolution as referees are qualified to advise the shareholders whether there is a legal cause of action against Messrs. J. A. Russell and Co., or not? The only opinion of any value on such a subject is counsel’s opinion. 0. An eminent barrister in Singapore has already, at the request of a shareholder, given his opinion. If the Board are not satisfied with that let them consult another barrister, but why on earth should they suggest the setting up of a tribunal of three men who are no better qualified to form an opinion on this particular subject than the shareholders themselves? Such a proceeding would be merely a waste of time and money. I hope that the shareholders at the meeting will reject this ridiculous resolution and will insist upon the Board either taking counsel’s opinion or following the opinion already expressed by counsel. – Yours etc., G. 0. July 29, 1922 0. (208 words)

Malayan Collieries. [Letters] The Straits Times, 11 August 1922, Page 10
 Malayan Collieries. To the Editor of the Straits Times. Sir, —Kindly allow me to inform shareholders in Malayan Collieries, Ltd., that notice of my intention to propose the following resolution at the general meeting of the company to be held next Wednesday was sent to the company on Friday, the 4th instant, namely, “That this meeting approves of the action commenced or about to be commenced by Mr. F. C. Peck against Mr. J. A. Russell, Messrs. J. A. Russell and Co. and the company, and authorizes directors (a) to cause the name of the company as defendant in such action to be struck out and added as plaintiff, (b) (b) to give to Mr. F. C. Peck and his solicitors full inspection of all books, accounts and documents relating to such action which are in the possession of or under control of the company.” A reply has been received by my solicitors informing them that as Saturday the 5th and Monday 7th instant, were holidays it was impossible for the Company to give the usual notice to shareholders. – Yours etc. FRDK. C. PECK. Singapore, August 10, 1922.

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 14 August 1922, Page 6 0. 0. 
A Correspondent writes asking where Malayan Matches can be bought in Singapore, as he is anxious to patronize them. We do not know exactly, but the intelligent Tamby Kechil has seen them and is out on the warpath, or it may be in search of the fiery torch.

MALAYAN COLLIERIES. [Articles] 0. Singapore Free Press and Mercantile Advertiser 17 August 1922 page 6 MALAYAN COLLIERIES Result of the Meeting F.O.O.C. K.L. Aug 16 Mr Heneggler presided over the meeting of Malayan Collieries here today, and on consideration of the matter of the Pamoekan Bay coal option the resolution appointing the hon’ble Mr A. N. Kenion, the hon’ble Mr D.A. M. Brown and Mr. J. D. Kemp as referees to decide whether any cause of action lies against Mr. J. A. Russell or Russell and Co., was carried by 157,834 to 82,512. (91 words)

MALAYAN COLLIERIES. [Articles] The Straits Times, 17 August 1922, Page 9 and The Malayan Tin and Rubber Journal 31.8.1922 Vol.x2 NO. 16 and The Malay Mail August 18, 1922, page 9. Under Headline: The Special Meeting. Resolution Carried. MALAYAN COLLIERIES. Allegations Against The Secretaries. Referred to Arbitration. (From Our Own Correspondent.) Kuala Lumpur, August 16. An extraordinary general meeting of the Malayan Collieries, Limited was held at the offices of the company at 11 a.m. to-day. Among those present were :-Messrs. J. A. Russell, A. Grant Mackie, A.A. Heneggler, A.E. Baddeley, Fred C. Peck, H. Hopson Walker, Dr. J. M. Crago, D. C. Macauley, E.C. Wakefield, Chris Harrison, C Burn Murdoch, E.D. Shearn, Chew Kam Chuan and H. D. Brown (representing the secretaries, Messrs. J. A. Russell and Co.) Mr. J. A. Russell took the chair, but before the notice convening the meeting was read said that as meeting had been convened for the purpose of considering certain allegations made against his firm and himself personally he preferred not to act as chairman. He had informed his co-directors to that effect and they had chosen Mr. A.A. Henggeler as chairman of that meeting and Mr. Henggeler had intimated his willingness to act as such. He therefore requested Mr. Hengeler to take the chair. The notice calling the meeting was read. Mr. Henggeler taking the chair, said: I do not propose to detain you long before putting before you for your decision thereon the resolution upon the agenda. I regret that my colleague Mr. Brash was compelled to leave for Home on the 6th inst on urgent private business. So much has already appeared in print since the last general meeting which was held on May 4 last that I think a very few words will suffice. You will doubtless have in mind the questions raised at that meeting and Mr. Russell’s reply made at the time. Subsequently to that quite a considerable number of letters appeared in the public press drawing attention to various facts and allegations. Later Messrs. J. A. Russell and Company issued a long statement by way of reply to the various criticisms directed against them. On June 24 last the shareholders received from one of their number in Mr. Peck a quantity of printed documents with a view to subscriptions being raised to finance legal proceedings against Messrs J. A. Russell and Co, and/or Mr. J. A. Russell. One of these documents contained a very short opinion formed by an eminent lawyer based on the facts and documents placed before him by Mr. Peck. In the meantime the Board had, as was its duty, been investigating the facts of the case. One of the members of the board (Mr. Brash) had had the advantage of an interview with the shareholder who issued the documents to raise the subscription and he also received two letters from the same gentleman in one of which Mr. Peck suggested that an inquiry should be held and conducted by himself with a view to proceedings being taken against Messrs. J. A. Russell and Co. and/or Mr. J. A. Russell. Mr. Russell was requested by the Board to give his answer to the charges. The board was of course fully cognisant of the duties of J.A. Russell and Co. and in view of the charges made has considered the matter with care and Mr. Russell produced to us his files of correspondence and other documents. The opinion of the Board is set out in the letter circulated among shareholders on June 28 last, which with your permission I will read to you. Hong Kong and Shanghai Bank Buildings, Kuala Lumpur. F.M.S. June 28 1922. Dear Sir, or Madam,- You will observe from the accompanying report of the last annual general meeting of the company that certain remarks were made at that meeting by a shareholder concerning the purchase by the company of the Pamoekan Bay (Goenoeng Batoe Besar) property. Since that meeting a definite allegation has been made by the same shareholder that Messrs. J. A. Russell and Co., acted as the agents of the company in connection with the acquisition of the option over the property, and are therefore accountable to the company for the profit derived by them out of the resale of the property to the company. Messrs. J. A. Russell and Co. have replied to this attack at considerable length, and a print of their reply is, we understand, being sent to you contemporaneously with this letter. Your Board has with great care considered the charges which have been brought against Messrs. J. A. Russell and Co. in connection with the acquisition of the option. It has perused the documents in the matter, and has had the advantage of long and detailed statements from Mr. J. A. Russell. The Board has unanimously decided that the allegation made against Messrs. J. A. Russell and Co. is unfounded, and that the company has no legal cause of action against either Messrs. J. A. Russell and Co. or Mr. J.A. Russell personally. The Board however, realizes that this is matter of considerable importance, and it is anxious that shareholders should not feel that that their interests in any way are being neglected. The Board, although holding the view already stated as to the due discharge by Messrs J. A. Russell and Co. of their duty, does not propose to rely upon its unsupported opinion. It has therefore decided to call a meeting of the company, of which notice will be given within the next ten days, when the shareholders will be asked either to authorize the reference of the whole matter to independent referees, whose names will be submitted to the meeting, or to endorse the opinion which the board has formed that no action is necessary. Should the meeting decide that referees be appointed, these gentlemen will be requested to report to the Board whether action by it should be taken, or whether it is correct in thinking that no action is necessary. In the event of any steps being recommended, the board will then convene a further meeting of the Company, and ask for authority to act in accordance with the recommendations of the referees. By Order of the Board. J. A. Russell and Co. Managing Agents and Secretaries. Since the circular was issued the Board has requested the Hon. Mr. A. N. Kenion, the Hon Mr. D.A.M. Brown and Mr. J. D. Kemp to act as referees, which they have all kindly consented to do if approved of by this meeting. You will doubtless be aware that the Hon. Mr. A. N. Kenyon is a lawyer of considerable reputation and a member of the Federal Council. The Hon. D.A.M. Brown was a company accountant and is director of public companies and a member of the legislative Council, while Mr. J. D. Kemp is a gentleman of much mining experience and knowledge and a director of mining companies. The Board considers that by referring matters to these gentlemen they will as a result receive a legal opinion arrived at with the aid of two lay assessors of great experience and ability, and moreover the opinion will be of more than ordinary utility because it will be given by an absolutely impartial body having before it both sides of the case. It may occur to some of you why the board should take this step rather than go to court at once for a decision whether or not the Company has a good claim against Messrs. J. A. Russell and Co. and/or Mr. Russell. The reason is, that in view of the opinion formed by the Board after hearing Mr. Russell’s explanation and seeing the documents put before us, it does not consider it would be acting correctly in going to the court, when it holds the belief, based on these documents and facts within its knowledge, that there would not be any prospect of success, even if the Board did not hold the opinion it does, to rush into litigation before being in possession of a well considered legal opinion given by someone having before him all the facts and documents would be unwise and against the interests of the shareholders in general. The course we propose will we hope procure the production of all documents and a full disclosure of all material facts on both sides. If as a result of the enquiry the Board is advised that action should be taken, the Board will not hesitate to call the shareholders together and ask for authority on that behalf. And on this subject I wish to mention a matter that has cropped up in the last few days. The following letter has been received from Messrs. Sisson and Delay:- Singapore, August 4, 1922. Dear Sirs, Peck & Malayan Collieries We have been instructed by our client Mr. F. C. Peck, a shareholder in Malayan Collieries. Limited, that a general meeting of shareholders of such company has been called for Wednesday the 16th inst. To consider a resolution the text of which is contained in the notice of the meeting, and which will be put before shareholders by the directors at such meeting. The Articles of Association of the company seem to make no provision for a member to give notice of his desire to propose a resolution at any meeting of the Company, but article 62 provides that seven clear days notice specifying the place, day and hour of the meeting, and in case on special business, the nature of the business, shall be given by advertisement or by notice sent by post or otherwise. Our client desires to propose at the meeting called for the 16th instant the following substantive resolution:- That this meeting approves of the action commenced by Mr. F. C. Peck against J. A. Russell, Messrs J.A. Russell and Co. and the Company, and authorizes the Directors (a) To cause the name of the Company as defendant in such action to be struck out and added as a plaintiff (b) To give to Mr. F. C. Peck and his solicitors full inspection of all books, accounts and documents relating to such action which are in possession of or under the control of the Company” Our client asks that notice of his intention to propose such resolution may be sent to shareholders in accordance with Article 62 of the Articles of Association of the company. We are etc., Sgn. Sisson and Delay. This letter, which you will have observed is dated the 4th inst., arrived in Kuala Lumpur during the recent holidays and did not come before the Secretaries for action until Tuesday the 8th inst. It was therefore impossible for the matter to be dealt with by the Board and the shareholders to be given the proscribed seven clear days notice of this proposed further business before this meeting. The notice convening this meeting was given as long ago as July 19 last, and I think there was ample opportunity afforded Mr. Peck or any other shareholder to give the Board sufficient time to consider any other resolution and if so advised to send out any notice required by the articles of such business as he desired to bring forward. The board sought and obtained legal advice on this point; and the Board has been advised that this resolution cannot be moved at this meeting as a substantive resolution, and further that it cannot be put before the meeting as an amendment to the resolution on the agenda as it outside the scope of the notice convening the meeting and Mr. Peck’s solicitors have been informed accordingly. The proper course for those in favour of the resolution referred to in Messrs. Sisson and Delay’s latter is to vote against the resolution on the agenda. If they are successful in defeating it, ample facilities will be afforded, after proper notice, of putting forward Mr. Peck’s resolution which I rule cannot be put forward at this meeting. Further, it is of course open to Mr. Peck or any body of the shareholders representing one- tenth of the issued capital to requisition the directors to call a further meeting for the purpose of proposing any resolution of which due notice can be given, The Board has already expressed its own views on the whole of this subject and in view of this in our opinion it is our duty to see that this company is not involved in litigation of this magnitude, unless we are advised that it has a good case, and until it has a mandate from the shareholders to proceed. I now beg to move the motion on the agenda:- “ That this meeting is in favour of the adoption of the proposal of the Board to the effect that notwithstanding the opinion they have already formed that there is no legal cause of action against Messrs. J.A. Russell & Co. and/or Mr. J. A. Russell, the charges brought against Messrs. J.A. Russell & Co. and/or Mr. J. A. Russell shall nevertheless be referred for enquiry and report as to whether further steps should be taken to the following Referees, all of whom have intimated their willingness to act, viz the Hon. Mr. D.A.M. Brown, the Hon. Mr. A. N. Kenion, Mr. J. D. Kemp; and that if the said proposal of the Board be approved of by the meeting the said Referees shall be and are hereby duly elected as Referees for the purposes hereto before mentioned.” Mr. Peck’s Speech. Mr. Peck said he wished to explain the reason why his resolution, to which the chairman had referred, was not sent in till august 4. The reason was that he had filed a plaint against Mr. J. A. Russell, Messrs. J. A. Russell and Co. and the company and his solicitors in Kula Lumpur had made an application for leave to sue. He had to wait until they got a definite decision from the judge. That was why the resolution was somewhat delayed. The fact that Saturday, August 5, was a holiday was overlooked, but there was no intention at all to cause any inconvenience to the Board. The resolution was practically decided on at least a week before it was sent in. With regard to the ruling it appeared to him that there was time for the directors to give notice. Article 62 of Articles of Association said that seven clear days notice shall be given either by advertisement or by notice sent by post. He thought there was time to give the required notices by advertisement. In the one Selangor daily notice could have been given by advertisement on that day, and it could have been telegraphed the same day to the Times of Malaya. In view of those circumstances unless the chairman adhered to his former ruling he proposed to go on with the resolution which he had sent in. he wished to know whether the Chairman adhered to his ruling. The Chairman: I do. Mr. Peck said that the letter sent in reply to Messrs. Sisson and Delay did not give any reason why his resolution could not be moved as an amendment to the resolution before the meeting. Of course he would have to submit to the ruling from the chair and he wished to know whether the chairman definitely ruled that he could not move as an amendment the resolution which he had sent in. The Chairman: I do. Mr. Peck said that it appeared to him that no good purpose could be served by the proposed inquiry because it could reach no finality, would involve delay and a certain amount of expenditure, as the referees were to be asked to inquire into and report on the charges made, and to say whether any further steps should be taken. “ Further steps” might mean anything and there would be no finality. Besides that the resolution was not likely to satisfy shareholders. He had received several letters from shareholders opposing the resolution and he himself saw no good purpose which could be served by referring the matter to these referees who were chosen by the directors themselves. No opportunity had been given him, as representative of 100 shareholders, to have any say in the matter. Mr. Peck went on to read to the meeting certain allegations which he had made against Messrs. J. A. Russell and Co. and Mr. J. A. Russell in a plaint now before the court. In that a claim was made against the dependants for $1,720,000 which the plaint alleged was “secret profit” made by the defendants, and damages. Whatever the result of that meeting was, Mr. Peck continued, his suit would, his suit would continue. Under the circumstances he thought it was futile to proceed with that inquiry. He therefore proposed to vote against that resolution. Mr. Hopson Walker also opposed the resolution, and said he had not the slightest hesitation in supporting Mr. Peck. He (the speaker) came into that company when the shares were at $25. Then certain business was fixed up though which one of their directors took something like a million dollars out of the company and shares immediately fell to $12.50. The proposed inquiry would be based on unsworn testimony and on facts merely placed before them. It would not be possible for the arbitrators to call any further evidence than that which was placed before them by either party. Therefore he opposed the proposal put forward by the directors. He wished further to point out that any resolution passed at that meeting could not in nay way affect the suit which had already been filed. He proposed that the consideration of the resolution should be postponed for six months. In the meantime the case before the court would be decided one way or the other. He wished Mr. Peck to second his proposal for the adjournment of the meeting. Mr. Peck said that he had not considered that proposal, and without consulting his legal advisors he did not wish to second that proposal. He wished to hear an expression of opinion by other shareholders and then reconsider the matter. He wishes d to inform the meeting that he had proxies for 82,000 shares. One hundred shareholders had supported him one way or the other. Before agreeing to a postponement he would have to consult his solicitors. He wished to ask the companies solicitors what effect his agreeing to the adjournment of the meting would have on the suit which had already started. Legal Points. Mr. R. B. Bannon of Messrs. Bannon and Bailey, advocates and Solicitors, said that he had been asked to attend the meeting to assist the Chairman for the purpose of deciding any legal point that might arise at the meeting. The first matter which was presented him was the letter from Messrs. Sisson and Delay. That was the first time he had been consulted on the matter. On that particular letter he had been asked to say whether legally that resolution could be brought up at the meeting. He gave his opinion- it might be right it might be wrong- and the Board was acting on that opinion. Mr. Peck had stated that no reason for the ruling that his resolution could not be moved as an amendment had been given in the letter. Of course he was writing to a firm of solicitors with whom he did not wish to enter into a long argument at the moment. On the question of the plaint which had been filed he had no knowledge whatever of that. The position was that he was not in apposition to advise the company then on the merits of the case. He had had no opportunity of investigating the merits of the case or of consulting authorities. He could not therefore give his well considered opinion but he could give the shareholders his impression upon the matter if they so wished. Mr. Peck: there is no reason why we should not get the fullest information possible. Mr. Bannon said in the suit which Mr. Peck had started the Company was a defendant and it was a question which had to be considered whether the Company would wish to be a defendant. That was a point on which the Company had to make up its mind. The object of the resolution before the meeting was to refer that matter to referees for their advice. Then the directors would be obliged to act on that report. The Company would wish to be the plaintiff not the defendant in the case. Mr. Peck wished to ask, in view of the remark that it was the first time he had been consulted, whether the directors had not consulted the Company’s solicitors on the matter before. It seemed exceedingly strange in view of the fact that the allegations had been made three months ago. The Chairman: No solicitors have been consulted in the matter. Mr. Peck: In view of that it seems to me that this resolution is merely put forward for the purpose of delay or for some such reason. The fact that the Company’s solicitor has not been consulted was an added reason why the shareholders should not support that resolution today. But I want to ask the solicitors what effect the adjournment of this meeting would have on the suit already started. Mr. Bannon: I am here to-day, as far as I am able, to advise this Company. But I do not know whether I can give or offer Mr. Peck any advice. I cannot possibly tender advice to Mr. Peck on the matter and I should not like to do it. My duty to the Company would to try and stop the suit in view of the fact that the company is made a defendant. But they may object very strongly to being defendants. Mr. Peck: the object of my resolution was to make the company the plaintiff. An application has been made to the judge in chambers for leave to sue. I do not know whether it involves the filing of the plaint. As soon as the judge’s decision is given the plaint will be issued against the defendants. Would the directors undertake to call a further general meeting for the purpose of considering my resolution? Would they do it voluntarily if this meeting is adjourned? The Chairman: The adjourned meeting can only consider the subjects for the consideration of which this meeting had been called. Mr. Peck: In the meantime another meeting can be called. What I want to know is whether the directors would themselves convene such a meeting without putting me to the trouble of getting signatures of one tenth of the shareholders. The Chairman: We have expressed our opinion on the matter. You have got every right to call a meeting. Mr. Peck: Will the directors facilitate in calling a meeting? The Chairman: Yes. Mr. Peck: I mean you will not put any difficulties in the way? The Chairman: A meeting can be called on the requisition of one tenth of the shareholders. Mr. Baddeley: With regards to Mr. Peck’s resolution is it impossible to move that Under the Articles of Association? Is it in the power of the Board to allow it or is it outside their power? The Chairman: We have been advised that it is outside our power. We cannot allow it. Mr. Brown Murdoch seconded Mr. Hopson Walker’s proposal to adjourn the meeting. Mr. Peck asked on what ground that amendment was within the power of the Board to allow and not his amendment. Mr. Bannon: Although this resolution by Mr. Peck is outside the scope of the meeting I do not think it is outside its scope to consider any other properly drafted amendment. If any shareholder wishes to draft an amendment I shall advise the chairman on that. Mr. Peck: My resolution was in the nature of an amendment within the general nature of the business of this meeting. The Chairman: I have already given my ruling on that point. Mr. Baddeley: Are these referees in any way interested in the Company as shareholders, or in any other way. The Chairman: They are in no way interested. Mr. Hopson Walker’s amendment was then put to the vote and lost, 5 voting for and 9 against. The substantive resolution proposed by the chairman was then put to the meeting. Mr. Peck as representing one tenth of the nominal capital of the Company, demanded that a poll be taken. Mr. Hopson Walker seconded. The Chairman said that Mr. Peck had deposited proxies for 82,156 shares. Of these he ruled out 320, proxies for which were given by attorney whose powers had not been registered. For 217 shares duplicate proxies had been sent in both in favour of and against the resolution. He ruled these out also. Then proxies for 35,112 were found to be out of order. They belonged to the Loke Yew estate and every facility was given to Messrs Freeman and Madge, the solicitors to put the matter in order. They had since filed an affidavit and the proxy was admitted. Mr. Peck wished to know particulars of Proxies in favour of the resolution. The Chairman gave the figures which showed that the directors were in possession of proxies for 83,070 shares. Mr. Peck said that with regard to 10, 709 shares held by Messrs. J. A. Russell and Co. they were not in the register yesterday. That ought to affect the question of the voting. The Chairman: there are proxies in favour of Messrs. J. A. Russell and Co. Mr. Peck They were not on the register as shareholders yesterday. I inspected the register yesterday. The proxies could not therefore have been produced 24 hours before the meting. The Chairman ruled that Messrs J. A. Russell and Co.’s proxy was in order. The transfer of the shares was lodged on August 9. The voting on the resolution as announced by the Chairman was 157,834 shares in favour of the resolution and 82,512 against. The resolution was passed and the meeting then terminated. (4499 words)

Letter from J A Russell & Co. to the Collector of Stamp Duties, Kuala Lumpur. HDB/SAMD. 28th August, 22. Sir, We have the honour to submit for your consideration with a view to some remission of the Stamp Duties being made the following facts: - (a) Mr. J. A. Russell has to-day executed and submitted for stamping a transmission of 46,598 shares of Malayan Collieries, Ltd., to the nominees of the Mercantile Bank of India, Ltd., Messrs Hugh Porvis and Donovan Benson. (b) The transaction involves a sum of $523,830.00 and stamp duties at 10 cents per $100.00 has been paid by affixing necessary stamps to the Transfer Deeds. (c) The Mercantile Bank of India, Ltd., are not bona fide purchasers or Mr. J. A. Russell a bona fide seller of the shares as “value thereof” is not actually passing at the date of the transfer of the shares. (d) The bank simply desire to hold a Title to the shares- Registered in the Books of Malayan Collieries, Ltd. as security for certain financial facilities previously granted to Mr. J. A. Russell. (e) At some future date the Mercantile Bank of India, Ltd. will desire to transfer the security back to Mr. J. A. Russell when again the Bank will not be bona fide sellers or Mr. J. A. Russell a bona fide purchaser and Stamp Duty will again presumably become payable. (f) The Stamp Acts do not seem to provide for any relief of stamp duty in the circumstances indicated but we believe in English practice on which our local Acts are to a great extent based that very substantial relief is granted, in similar circumstances either by a part remission of the duty or by the stamp duty being assessed on a nominal consideration. We beg to submit that the circumstances are such that it would be equitable to authorize some remission of the heavy duty involved not only now but on remission of the shares to Mr. Russell. 3. We append for future identification our schedule of the shares involved and will ask you to be good enough to acknowledge the receipt of this letter and that Transfer Deeds in question duly stamped have been exhibited to you. 4. We should be glad of your early consideration of the subject raised as if it is outside your immediate power to authorize any remission of the Stamp Duty we shall probably desire to bring the subject before the Honourable the British Resident for further consideration.

SCHEDULE OF SHARES OF MALAYAN COLLIERIES LTD OF $10/- EACH FULLY PAID

TRANSFERROR	SHARES	DISTINCTIVE NUMBERS FROM AND TO. -	TRANSFEREE	STAMP DUTY PAID
J.A.Russell	5,247 3,000 3,471 3,000        6     541    225       7 3,000 22,000      151 2,000 300 200 100 200 200 200 250 50 250 200 500 100 700	119754/ 125000 72430/ 75429 77530/ 81000 111059/ 114058 72324/ 72329 95344/ 95884 118804/ 119028 89001/ 89007 147001/ 150000 125001/ 147000 93738/ 93888 811001/ 83000 44993/ 45292 61924/ 62123 62124/ 62223 61324/ 61523 61524/ 61723 61724/ 61923 34523/ 34772 39233/ 39282 83801/ 84050 71124/ 71323 21241/ 21740 40743/ 40842 90898/ 91597	HUGH PROVIS & DONOVAN BENSON	ALL ON ONE DEED $523.00
Total	45,898			$523.00
D.O. Russell	600 100	75430/76029 294914/295013	HUGH PROVIS & DONOVAN BENSON	One deed $0.90 cents
Total	700			$0.90

 We have the honour to be, Sir, Your obedient servants, J A Russell & Co.Document in the National Archives of Malaysia. SEL:SEC 3406/1922 1B

Letter to Hong Guan from Pooley and Co. (acting for Archie) Aug 30 1922:To Ng Hong Guan, 227, Telok Ayer-st., Singapore. Dear Sir,-You are doubtless aware that an enquiry is being held at the instance of the above-named company concerning the purchase by that company of the Goenoeng Batoe Besar property. We are aware of your recent action against our client and it seems to us that in the matter of the allegations made by Mr. Peck, your interest and our client’s are identical. You apparently allege that you were Mr. Russell’s partner in the profit made consequent upon the acquisition of the option and the sale thereof to Malayan Collieries, Ltd. Mr. Russell, on the other hand, states that you acquired the option for him and that you were to receive definite fixed remuneration irrespective of the amount of profit made on the resale. Quite apart from whichever of these views is correct it is clear that both you and Mr. Russell are interested in showing that there was a legitimate profit made as a result of the purchase of the option and subsequent sale thereof to Malayan Collieries, Ltd. We think you had better consult your solicitors before giving us any statement; and we wish you clearly to understand that if you do give us a statement Mr. Russell will, if the proposed action is fought out in court, require you also to give oral evidence either in court or upon commission. Will you please let us know whether you will give us the statement and that you are also willing to give oral evidence. If you are prepared to do so kindly make an appointment with us at your early convenience for the purpose of taking down your statement.-(Sgd.) Pooley and Co.THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924.

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 13 September 1922, Page 6 . Our Kuala Lumpur correspondent wires that Mr. F. C. Peck has been granted leave by Mr. Justice Farrer-Manby on behalf of himself and other shareholders in Malayan Collieries to sue J. A. Russell and Co. and Malayan Collieries. The date of the action was not fixed.

Page 14 Advertisements Column 3 [Advertisements] - The Straits Times, 27 September 1922, Page 14 . SUPREME COURT OF THE F.M.S. KUALA LUMPUR To the Shareholders in Malayan Collieries, Ltd. NOTICE is hereby given that by an Order of this Honourable Court made by the Hon. Chief Justice Farrer-Manby in Miscellaneous Application No. 98 of 1922 on August 23, 1922, leave was granted to Frederick Charles Peck to sue on behalf of himself and other the Shareholders in Malayan Collieries, Ltd., other than John Archibald Russell in a suit numbered No. 613 of 1922, 1. John Archibald Russell, 2. J. A. Russell & Company, 3. Malayan Collieries Ltd., subject to the said Frederick Charles Peck, indemnifying from time to time to the satisfaction of the Registrar of this Court the other Plaintiffs against all costs likely to be incurred in the said intended suit

MALAYAN OBSERVER SATURDAY SEPTEMBER 30TH 1922 MALAYAN INDUSTRIES BASIS FOR RECONSTRUCTION MATCH MANUFACTURE DESCRIBED In the following article our Special Commissioner describes the match factory at Batu Arang which is now turning out an article which compares very favourably with the excellent pre-war matches which were imported to this country The match box is a vital necessity of our daily life. It is a sine qua non with the rich as well as the poor. The method of its manufacture should therefore be of universal interest. BY OUR SPECIAL COMMISSIONER A match box is a little box with a number of sticks in it, which when rubbed against the side of the box strikes a light, and this box can be bought at any “kedai” for about a cent. This probably is the sum total of the knowledge of this most useful article that the average man or woman possesses. It costs only a paltry cent, and one can buy it anywhere and at all times. So why waste any effort in thinking about it? The one cent was raised to two cents recently. Then there was a growl. But two cents, after all, is not much, so the matter was forgotten. No one realised that thousands of dollars were going out of the country every year in these one cent and two cent prices. Few were aware of the fact that foreign countries such as Sweden and Japan were reaping a rich harvest on account of our ignorance and indifference. Even if they did, no one thought it possible to retain the money in the country by making use of the materials available until in 1919 when Mr. J.A. Russell was first advised that Malayan forests contained timbers suitable in quality and quantity for manufacture of matches. A considerable sum was expended in investigating the possibilities, and eventually a Company was successfully floated under the name “Malayan Matches Ltd.” Scene of Operations The site of the factory was determined with a view to an easy supply of timber, centrality for distribution etc., and the selection would seem to be a wise one. Batu Arang may be reached by rail via Kuang, or by car in a little over an hour from Kuala Lumpur, along a very fair road through interesting country. The Factory buildings are commodious and substantially constructed of steel and brick throughout. The main building is 225 ft. long by 75 ft. wide in three bays of 25 ft. each. The Power House, machine and grinding shops are in a semi detached building about 75 ft. by 40 ft. In addition there are a number of outbuildings such as chemical store etc., which altogether present a distinctly imposing appearance. This then is the scene, 27 miles from the Federal Capital, of a decidedly well assorted assembly of over one hundred persons consisting of Malays, Chinese, Indians, Ceylonese, and Javanese actively engaged in turning out the modern lucifer something over 100 years after its inception. Historical Aspects The matches of the present day are, of course far different from the first lucifer originated by Chancel in 1805. In those days out forebears had to carry a bundle of sticks tipped with a mixture of potassium chlorate and sugar, a piece of asbestos, and a bottle containing concentrated sulphuric acid. For the sticks were fired by touching the tip of the stick on the asbestos, which is first soaked with sulphuric acid from the bottle. In the present day it will be laughed at as the essence of inconvenience and discomfort. But they were considered a boon in those days of tinder boxes, which they had completely displaced by 1820. They reigned supreme in the match world till the middle of the 19th century when their place was taken by the friction match. Matches Past and Present Friction matches have been considerably improved since they were first introduced, but in principle have remained the same. Since the white phosphorous variety has been dropped on account of the ill effects it had on the operatives, there have been in main only two kinds of friction matches. One is the “Strike anywhere” match in the manufacture of which sesqui sulphide of phosphorous is used. This variety of matches is used in France-where the industry is in the hands of the Government-also in England and Belgium. The other kind is the match box with wooden sticks and friction surface. This variety is used in Switzerland and Germany. Wherever suitable timber is obtained this variety is by far the cheaper match, and for this reason the local factory is fitted to produce these matches. Right at the back of the factory can be seen large logs of wood, varying from 18 inches to about 86 inches in diameter. So large are these that one does not at first sight connect them in any way with the tiny matches. Some of them are “Jelutong.” All are obtainable in the Rantau Panjang Forest close by. The Jelutong is used for the match sticks or rather splints, as they are known, and the other timbers are for the boxes. These timbers, it must be noted, are not generally used for building or other similar purposes, and therefore the match making industry practically creates a new demand for our Forest produce. First Operation The first operation these huge logs undergo is to be cut into convenient lengths of about 24 inches. For this purpose a power driven crosscut saw is used. The logs after being cut are stripped of their bark, and submitted to a steam bath, in a brick well of sufficient dimensions to take ten to twenty logs at a time into which steam is admitted at the bottom. The logs are kept in this well for varying terms of hours according to the density of the timber before being taken to the Peeling machine. There are two peeling machines in constant operation, one being used for the splints and the other for the box veneers. On the peeler for the boxes, all logs except Jelutong are worked, and a continuous band of veneer is turned off the rotating log by an automatically advancing knife edge. The thickness of the veneer is for certain requirements but a fraction of a millimetre. The veneer is at the same time cut lengthwise into ribbons as broad as is wanted. For the boxes the ribbons are cut into three different sizes. One-for the “outer” box the ribbon for which is as broad as the periphery of the box; the other for the sides of the “inner” or drawer, and the third for the “bottom” of the drawer. At the same time the ribbons are scored to the proper dimensions, so that the strips can be easily folded, without breaking, to the required shape and size to form the boxes. These three operations of veneering, cutting into ribbons and grooving are all done simultaneously and by the same machine. The ribbons are then taken to the chopper. This machine automatically cuts them up into the required lengths. One is lost in admiration at the ingenuity and skill displayed in the design of these machines and the work they turn out. In action they are often weird and uncanny in the almost human feats performed. The strips are then passed to the box making machines. Of these there are two kinds, one is the “outer” box machine and the other the “inner” box machine. The edges of the “outer” pieces are dyed before going to the box making machine. This is done for effect only, and is the only operation done by hand. A few Malay boys are in charge of the dyeing. In the box making section something of a surprise awaits the visitor, for here are seen Malay and Chinese women in charge of highly sensitive power driven machines. In answer to our comment the Engineer expressed the view that women, where quick, light action of hand is required, are more satisfactory, hence their evident success on the lighter machines. Outer and inner boxes are made on separate machines. Those devoted to the former are faster in action than the others, three only being required to keep pace with six “inners”. The discharge of finished boxes from these reminds one of the action of a battery of machine guns. The machine takes the strips of veneer in a receptacle, folds it to shape, passes it on to a block which turns it around. At this place, the end of a reel of paper catches the veneer, is whirled round pressed on and the ?whole thrown into a travelling belt, a finished article. These are elevated to the top of a drying chamber consisting of six tiers of horizontal wire mesh belts travelling in opposite directions, one discharging on to the other next beneath, the product being finally discharged dry and ready for the next process. The inner boxes are made from two separate pieces of timber. The veneers for the sides are taken in one receptacle, and those for the bottom in another. Each piece for the side is picked up, folded to shape, pasted and passed automatically on for the next operation on the same machine. At this place the “bottle” is fitted, the paper folded over and pasted, and then passed on to another moving belt of wire mesh and through a second drying chamber. “Nesting Process” From the drying chambers the inners and outers are deposited into separate baskets and are then taken to the “nesting” machine. The “outers” are deposited in one receiver, and the “inners” in another. The machine picks up one of each, pushes the “inner” into the “outer,” and pastes the “Tiger” label on top, and the boxes are complete and ready to receive the matches. Each of the machines can do about 40,000 boxes a day. Having followed the boxes and having seen them completed we go back to the splints. The Jelutong logs are taken from the steaming well to one peeler, which is adjusted to peel veneers the thickness of a match. The thickness has been determined according to the strength of the wood, its burning qualities and comfort of the users. The veneer is cut in the same manner as for the boxes, and the breadth of ribbons cut are all of the same size, namely about the length of five matches. On the Guillotine The ribbons of veneer are then shifted to another chopper, which cuts them up with a guillotine knife into square sticks of the proper length. This machine can cut from ten to fifteen million splints in eight hours. The splints are now taken to a huge revolving drum, about 6 ft. in diameter and 20 ft. in length, which is heated by steam pipes. The splints are made quite hot in order to drive off the moisture and help absorption of the paraffin at the last operation. The capacity of the drum is about 12 million splints. From the drum the splints go to a levelling machine or “shaker.” This machine arranges the splints neatly into little trays by a violent shaking process, the whole chaotic mass of sticks settling down in a few seconds to neat little heaps. Matches on the March Now comes the main operation when the splints are taken to the automatic Dipping machine. From the trays this machine picks up the splints, and punches each splint into a little hole in a broad perforated band. This being continually on the move dips the splints first into a paraffin bath and then into the igniting chemical composition which is kept agitated in a revolving triangular tray and at a constant depth. Both these are kept at a given temperature all the time. When the splints emerge from the tray of composition the head is already formed. While the splints pass from one end of the machine to the other they appear like a vast army of well trained and tiny Hussars on the march. By the time the splints reach the end of the course the heads are quite dry. The splints are then punched out by aid of pins, and discharged into small trays of a size to fit the magazines of the filling machines for which they are ready. A Momentous Meeting At the next machine the splints and the boxes meet for the first time, and they are introduced by the “box filling” machine. These are very pretty devices and in action remind one of a racing game. The table, or top, is shaped like a racing board and the boxes going round the course one behind the other makes one feel inclined to stake a penny as to which will come in first. But they do not race. They have to follow each other in a definite order. The complete boxes are placed in a recess. Twelve of them drop in the course, and keep moving. At one place in the course the boxes are opened. At the next the “inners” are filled with matches from the magazine of splints; at the next the box is closed and at the end of the course they are ejected into a tray and their place taken by twelve more empty ones. The next is the final operation so far as the boxes are concerned. This is to provide the friction surface to the sides of the boxes, and is done by the “painting” machine, which applies the striking mixture wet at one end and discharges the boxes dry at the other. The match boxes now complete are ready for use, and are shifted to the “packeting” machine. This machine picks up ten boxes at a time, wraps the paper round, pastes it down and passes the packets on to a magazine of large labels, one of which is fixed to each packet, and the Malayan Matches are ready for the market. Capacity of the Factory The present output of the factory is over 50,000 boxes per day and is steadily increasing. At the time of our visit the entire plant purchased by the Company was not running pending the completion of erection, which work is well in hand. The installed plant has a capacity of well over 100,000 boxes per day. The ultimate capacity of the whole plant is in the vicinity of a quarter of a million boxes. At present output is controlled also by the proficiency of the various machine operators. As the labour becomes more proficient the output will increase. The management hopes, within the next month or so, to reach a figure in the vicinity of the maximum capacity of the installed plant. A Comparison It was thought that the local matches were dearer than the Chinese and Japanese matches as they contained fewer sticks. The writer bought at the nearest “kedai” a Chinese box and a Malayan box and counted the sticks, and found that the former contained 90 sticks and the latter 58. The price of the former being two cents, or a packet for 18 cents, and the latter one cent, or 16 cents per packet. This being so, it is apparent which is the cheaper. To this should be added that a good many sticks of the Chinese and Japanese matches break, being too slender, and that often one has to hold two sticks together to get a sufficiently strong flame. An experiment was also made with the duration of a lighted match, and it was found that the local matches last about 50 per cent longer, the former burning about 20 seconds and the latter about half a minute. Under these circumstances the day is not far when all but local matches will almost disappear from the country. The distribution of matches throughout Malaya has been undertaken by two well known firms-----Messrs. Aylesbury and Nutter for Perak and Messrs. Benjamin Talalla & Co. for Selangor.

UNITED ENGINEERS LIMITED. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 2 October 1922, Page 12 UNITED ENGINEERS LIMITED. DIRECTORS REPORT. The Directors submit the duly audited statement of the accounts of the Company for the year ended 30th June 1922. After allowing for the fees of Directors, Auditors and Debenture Trustees, making due allowance for depreciation, writing off all debts considered bad and transferring unrequired reserves of $1,000,000 as detailed in the profit and loss account the balance at that account is $1,486,943 12 (Summary.. dividend of 7 per cent..Company’s branch at Medan, Sumatra closed down… restricted trade in general and unfortunate position of the Rubber and Tin Industries together will fall in value of all products, have been principal features of the year… Directors Mr. W. F. Nutt and Mr. D. Y. Perkins resigned in December and February respectively. Mr. J. A. Russell and Mr. A. E. Baddeley have been appointed to fill vacancies. Mr. J. A. Russell now retires..and being eligible offers himself for re election… auditors in Singapore and Rangoon…) (325 words)

UNITED ENGINEERS, LTD. [Articles] The Straits Times, 30 September 1922, Page 9. UNITED ENGINEERS, LTD. - Report for Year Ended June 30. The following directors' report, signed by the chairman, Mr. V. V. Lemberger, will be presented at the annual meeting of United Engineers, Ltd., to the shareholders on October 10:- The directors submit the duly audited statement of the accounts of the company for the year ended June 30, 1922 . (Summary: rest as previous article above) (359 words) l

MALAYAN COLLIERIES CASE. [Articles] The Straits Times, 5 October 1922, Page 9 MALAYAN COLLIERIES CASE. - Suit Set Down For Next Month. In the Supreme Court, Kuala Lumpur, on Monday, the Chief Judicial Commissioner sat to fix the dates for hearing of civil suits for this month. One at the cases which was mentioned, says the Malay Mail, was that of Mr. F. C. Peck against J. A. Russell, J. A. Russell and Company and the Malayan Collieries Ltd. Mr. Hastings was for the plaintiff, Mr. Shearn for the first and second named defendants, and Mr. A. S. Bailey for the Malayan Collieries. Mr. Hastings made formal application for an order to be made that the statement of defence be filed within 10 or 15 days. Mr. Hastings said that the plaint had been filed some time in the past, and it was usual for the court to make an order calling upon the defendants to file their statements of defence within a reasonable time. Mr. Shearn, in reply, asked that no order be made at present. He wished to have the earliest opportunity to argue on the point as to whether an action would lie or not. He was at this disadvantage, however. As matters now stood Mr. Bailey could not say definitely whether he wished to remain a defendant or become a plaintiff. The defence in any case, could not be filed in time for the action to come before the court this month. Until Mr. Bailey had decided which side he was going to be on, it would be impossible to file the defence. -1. Mr. Bailey on behalf of the Company, said he was in somewhat of a difficulty at present. At a certain meeting of shareholders, held some time ago, it was decided that the point as to whether the company should proceed to action, should be left to three gentlemen who had been appointed as referees. Those three gentlemen had met several times, their last meeting taking place on Saturday last, he believed. Until those gentlemen had sent in their report, the Malayan Collieries Ltd., did not know whether they would be prepared to appear in Court as one of the co- defendants or as a plaintiff. He agreed with Mr. Shearn that it be better for no order to be made that the defence be filed within a given number of days, but that the action be put back to next month’s list. His Lordship said that under the circumstances he did not think he could make the order asked for by Mr. Hastings. Mr. Hastings protested. He said a plaintiff had a right to have his case heard within a reasonable time. If he agreed to what Mr. Shearn and Mr. Bailey suggested, it would be more or less going round in a circle, and they would be going on forever. Moreover if Mr. Shearn wished to argue that an action did not lie, it was for him to file his defence and to make use of his point as one of his grounds of defence. After further argument his Lordship said he was not prepared to make an order for the defence to be filed within a specific time. The filing of the defence should be made through an application in chambers. - Finally Mr. Hastings said he would have to agree to the suit going on to next month’s list. (550 words)

MALAYAN COLLIERIES' CASE. . [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 5 October 1922, Page 7 . MALAYAN COLLIERIES' CASE. Yesterday, says Tuesday's Malay Mail, was fixing day in the Supreme Court, when his Lordship the Chief Judicial Commissioner, with nearly all members of the bar present, sat to fix the dates for hearing of civil suits for this month. (Edited version of previous article) (384 words)

Page 7 Advertisements Column 1 [Advertisements] The Singapore Free Press and Mercantile Advertiser (1884-1942), 5 October 1922, Page 7
 . Mr. F. F. Pasmore, who for several years has been on the Staff of the Kajang Central Rubber Factory has accepted the appointment of Manager of Malayan Matches, Ltd. Mr., and Mrs., Pasmore prior to their departure were entertained to tea last Thursday, by their many friends in the district. (M.M.) SOCIAL AND PERSONAL. [Articles] The Straits Times, 6 October 1922, Page 8
 SOCIAL AND PERSONAL. . Mr. F. C. Pasmore, late of Kajang Central Factory, has been appointed manager of the factory of Malaya Matches Ltd., and is now in residence at Batu Arang. Mr. D. J. Simons continues as factory engineer in charge of running machinery and installation of the duplicate plant.

Half Million Dollar Claim. [Articles] The Straits Times, 9 October 1922, Page 8 Half Million Dollar Claim. A civil suit of considerable interest involving about half a million dollars was filed in the Supreme Court, Kuala Lumpur, on Thursday last by Ng Hong Guan, of 227, Telok Ayer Street, Singapore, against John Archibald Russell, of J. A. Russell and Co., Hongkong and Shanghai Bank Buildings, Kuala Lumpur. The plaintiff is a miner. He claims from the defendent a sum of half a million dollars, being balance money due to him over the sale of the Pamoekan Bay Colliery in Borneo to the Malayan Collieries, Ltd. The plaintiff through his lawyers, Messrs. Allen and Gledhill, issued a writ against the defendant at Singapore on May 18 last. Later however, the Supreme Court in Singapore made an order setting aside this order for service out of jurisdiction on the ground that the action could be more conveniently tried in Kuala Lumpur. The case has been fixed for mention on November 6. Messrs. Saunders and Sharma, of Kuala Lumpur and Messrs Allen and Gledhill of Singapore appear for the plaintiff. (177 words)

THE MALAY MAIL, TUESDAY, MARCH 25TH, 1924. Minute books and files of the Eastern Mining and Rubber Co. Minutes of Oct. 10, 1922-“Resolved that the appointment of Messrs. Tan Chong Kee and J.A. Russell as directors, which was passed by a resolution in writing by all directors, be recorded.

UNITED ENGINEERS. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 11 October 1922, Page 7 UNITED ENGINEERS. MR. LEMBERGER RETIRES. . A SHAREHOLDER’S CRITICISM. The annual meeting of United Engineers Limited was held at the offices of the Company 4 Damar Road yesterday. The Managing Director, Mr. V. V. Lemberger presided and there were also present. (Summary: 26 present.. chairman’s speech..financial situation.. shares in Bangkok Dock Company…construction of new dock.. assets land.. Merbau Road .. buildings.. block of flats on Institution Hill.. for staff housing, accommodation at Kampong Bahru for civil engineering.. housing facilities for shipyard at Tanjong Rhu.. new workshop at Seremban.. new buildings at Bangkok.. plants wharves, slipways… new power station for Singapore works.. Stocks held at Singapore, Ipoh, Penang, Bangkok, Rangoon, Seremban, Malacca.. fall in prices during last year.. of steel shapes, pig iron, bolts, nuts, rivets, fittings ,corrugated iron, engineers tools, internal combustion engines etc… government should use local firms.. difficult and dangerous economic period…diminution of business…shares in other companies..dividends of 5% and 7%.. excessive taxation in Sumatra led to closure of branch in Medan… lost two directors replaced by Mr. J. A. Russell and Mr. A. E. Baddeley. Mr. Russell retires today and will be proposed for election. Auditors.. thanks to staff.. difficult year.. hope for trade to expand in future.. installation of steel foundry with tin dredger department.. report adoption seconded by Dr. D. J. Galloway .. importance of reserves.. asked why whole of write off not taken from reserves. chairman’s answer.. report and accounts passed. Mr. J. A. Russell was re elected a Director..chairman’s personal statement… retiring in best interests of company..strong feeling among shareholders that he should resign.. been with company 20 years.. regret leaving..will act as unpaid representative of Company in Europe for three years..succeeded by Mr. J. A. P. Strachan.. engineer.. been with company for 18 years..thanks. Mr. Derrick regrets decision.. pressure put on.. protests.. Director’s position.. controversial matters…disagreement.. shareholders support… he should not be made a director at Home.. or company will be liable to home income tax…personal relations not so cordial…chairman disagrees with Mr. Macgregor. asked if chairman had sold his shares .. accused of selling them off in different people’s names… denied.. meeting concluded.) (4115 words)

UNITED ENGINEERS [Articles] The Straits Times, 11 October 1922, Page 9 UNITED ENGINEERS The Annual Meeting of The Company. Mr. Lemberger Retires (More detailed version of above article) (4640 words)

COMMERCIAL WOODS OF MALAYA. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 13 October 1922, Page 4
 -1. COMMERCIAL WOODS OF MALAYA. VALUABLE ASSET . Malayan Matches , Limited was almost ready to begin manufacture of matches locally at the end of the year.

AMALGAMATED MALAY. [Articles] The Straits Times, 14 October 1922, Page 10 AMALGAMATED MALAY. . Big Reduction in All In Costs Reported. The sixth annual general meeting of the Amalgamated Malay Estates, Ltd., was held at No. 1, Embankment, Kuala Lumpur, on Wednesday, October 11, 1922, with Mr. J. A. Russell in the chair. After notice convening the meeting had been read by a representative of the secretaries, Messrs. Boustead and Co. Ltd., the chairman addressed the meeting as follows:- . The report and accounts having been in your hands for the proscribed period, I will with your consent adopt the customary course of taking them as read. I regret to have to say that you directors are obliged in view of the present state of the rubber market again to make no recommendation as to the payment of a dividend, but it is nevertheless pleasing to note that notwithstanding the depressed position of the plantation industry, the company has been able to make a small profit. When the comparatively large area of immature rubber which the company owns be considered, the making of a profit, however small it may be, is a matter upon which the company can justifiably congratulate itself. In order during this crisis to make the company pay its way, every economy has been effected in the working of the estates; but although there are certain works we should like to see done but at the present moment we have had to defer putting into hand, I can assure you that the economy to which I have referred has not been allowed in nay way to interfere with the essential upkeep of your property, a property which I am glad to be able to say is in very excellent condition. -1. Young Rubber’ Good Growth. -1. The young rubber upon the Serdang Estate shows very fine growth and much of it is already of a tappable age, and your directors are now considering bringing into tapping 238 acres of the 1916 planting. -1. I should like, if you will permit me to do so, to direct your attention to the low costs of your production. You will observe from the figures contained in the report that the all-in cost, including depreciation, freight, sale charges and directors fees, is 20.37 cents or 5.7d per lb. as against 37.33 cents or 10.45d per lb. the previous year. Even if the whole of the upkeep of the immature areas be taken into calculation, the total cost on the estates works out at only 26.9 cents per lb. against the gross price realized of 27.02 cents per lb. Without taking into consideration in any increased crop due to including in the tapping round 238 acres to which I have already referred, the estimated output for the current year from both estates is 254.000lbs. at an f.o.b. cost of 16.32 cents or 4.57d per lb., while the total estimated upkeep of our estates, including the immature areas, for the current year is 26.77 cents per lb. I should like to mention that these estimated costs are dependent upon there being no increase in the wages of labour. If, without the introduction of restriction, the price of rubber was to rise, there would be a demand for labour which would inevitably upset our estimates but against this we should of course be obtaining higher prices for our product. -1. General Manager’s Retirement. -1. I greatly regret to inform you that the health of Mr. Bloomfield Douglas broke down in January and that he obliged to resign his General Management of the Company. Mr. Bloomfield Douglas has been our general manager since the formation of the company and your Board were very distressed to lose his services, and sincerely trust that he will entirely regain his former health and vigour. No general manager has been appointed in his stead, but Mr. N. C. Athorne has been made manager of the Jinjang Estate, while Mr. R .C. Evans continues as Manager of Serdang Estate. Mr. I. H. Armstrong has been appointed Visiting Agent to both properties. The Board are particularly pleased with the work of both Mr. Evans and Mr. Athorne, and I wish to take this opportunity of voicing our thanks to them in which I am sure you will join me. I would also like to record an expression of sympathy and condolence with Mr. Bloomfield Douglas, our regret at losing him and our hope for his speedy recovery of full health. -1. I now propose that the report and accounts before you be adopted which proposal I will ask the Hon. Mr. Choo Kia Peng to second, but before putting the same to the meeting I will first answer to the best of ability any questions which shareholders present may care to ask. . This was duly seconded by the Mr. Choo Kia Peng and after answering questions put by shareholders the report and accounts as submitted were adopted and passed. -1. The retiring directors Messrs. J. A. Russell and I. H. Armstrong were re elected as were the retiring auditors Messrs. Neill and Bell. -1. With a vote of thanks to the chair the meeting terminated. (873 words)

The Malayan Observer IPOH, FRIDAY 20TH, OCTOBER 1922 and Malayan Matches, Limited. [Articles] The Straits Times, 21 October 1922, Page 11( edited version)

MALAYAN MATCHES, LIMITED REPORT OF THE DIRECTORS At the Annual General meeting of the Malayan Matches Ltd., to be held at Kuala Lumpur on Oct. 26, the following report will be presented:- In submitting the Second Annual Report and Statement of Accounts for the Financial Year ended 31st March 1922, your Directors regret that the Manufacture and sale of Matches had not commenced in time to influence the Balance Sheet. The year’s operations were conducted with the money advanced against Debentures. The support of this Issue by shareholders was not encouraging but the Company’s Agents, Messrs. J.A. Russell & Co., have advanced from time to time in exchange for Debentures the money required to finance the Company. Share Capital. The whole of the issued capital is now fully paid. 21,975 shares were forfeited for non-payment of the final call. These were sold on the open market, and, after the liability of 25 cents per share had been deducted, a surplus of $2,500,06 remained. Debentures. Of the authorised amount of $75,000.00, $43,400.00, had been issued within the period covered by the attached accounts. The amount issued at the end of September was $63,500.00 Production. After considerable experimental work, packing on a small although gradually increasing scale commenced during the second half of June. To date 15,500 gross have been manufactured and it is hoped by the end of the Company’s year to reach, with the plant at present erected, 700-800 gross per day. Sales. Of the above quantity manufactured, 12,000 gross have been sold. With the small daily output to date it was considered inadvisable to have all States thoroughly canvassed with a view to stimulating sales. The Company has taken steps to improve the quality of the product and is expected to be able to dispose of the maximum output of the installed plant at a price shewing a reasonable profit to the Company. Machinery & Plant. The whole of the Roller Plant, with a rated capacity of 800 gross per day, is installed and running. The condition of the plant is good and the Engineer in charge reports that efficiency on the part of the various native machine operators is only now required in order to produce the plant’s full rated output. The installation of the duplicate plant is in hand, and at the time of writing the Engineer in charge has been relieved of all work of a non-technical nature for which he was formerly responsible, the erection of this additional plant can now be pushed forward. Lease. The lease to the Company’s property at Batu Arang has been issued by Government. Staff. Since the departure of Messrs. Bell and Gosswein, whose services were terminated during the year, Mr D.J. Simons has been acting in charge of the Factory, assisted by the Managing Agents. Now that the Factory has almost commenced to pay its way, it has been considered advisable to appoint a European Manager to take charge of the Factory Organisation. Mr F.C. Passmore has been appointed to this position, and commences duties on 1st October. Consulting Chemist. Due to the courtesy of his principles, Lt. Col. S.W. Bunker, D.S.O., M.C., B.Sc., F.L.C., F.O.S., has been enabled to agree to act as the Company’s Consulting Chemist, and experiments for the improvement of the match composites are now being conducted. Directors. Messrs. R.B. Bannon and A.A. Henggeler have resigned. Mr G. Dickinson, having disposed of his qualifying share holding in the Company, ceased to be a Director. Since the close of the Company’s year on the 31st March, Major H. Gough and Mr. J. Davidson have joined the Board, and the confirmation of their appointment is now sought.-By Order of the Board J.A. RUSSELL & CO., Managing Agents & Secretaries.

Malayan Matches, Ltd. [Articles] The Straits Times, 27 October 1922, Page 10 . Malayan Matches, Ltd. . Difficulties of Year's Operations. . The second annual general meeting of the shareholders of Malayan Matches, Ltd., was held at the registered office of the company, Kuala Lumpur, at noon yesterday. Mr. J. A. Russell was in the chair, and the others present were Messrs. James Davidson, Major Edwin, H.T. Gough and Mr. H. D. Brown, representing the agents and secretaries. -1. Mr. Brown read the notice convening the meeting after which the chairman in proposing the adoption of the directors report and accounts for the financial year ended December 31, 1922, said:- -1. The report and accounts have been in your hands for the proscribed period and I will with your kind permission take them as read. The report deals with the salient features of the company’s year and to render it more useful and informative has been brought up to date as at the 13th of this month. -1. I regret that the producing stage was not arrived at by the close of the financial year under review, but this having now been reached, the yearly accounts should, and I hope will, in future afford more interesting reading. On turning to those now before you, you will notice that the year’s operations were financed for the most part by the debenture issue. Of the $34.400 issued, within the period of the accounts, only the sum of $2,300 were taken up by shareholders. The company’s lawyers and architects were good enough to accept $5,100 in payment of their several fees leaving the balance of the debenture to be subscribed for by your managing agents and secretaries, who have given shareholders a promise to take up $50,000 worth of the issue. To date the sum of $63,500 has been issued, the whole of the extra amount since the close of the year having been advanced by my firm; so its promise to subscribe for $50,000 worth of debentures has been more than fulfilled. Such funds as the company may still require to finance it during its initial stages of production are also being advanced by my firm. -1. Our bankers, you will notice, are our creditors for a small overdraft on current account. Debenture interest is payable on June 30th and December 31. Trade creditors for the most part consist of the contractors for the erection of the main building and of the boiler house and plant. This amount has been reduced by over $6,000, as at September 30. -1. On the assets side, expenditure on factory and general buildings increased by $22,861.55, and, apart from the cost of covering the roof to the main building with galvanized iron, your assets may be regarded as having increased by that amount. Under the heading “ Machinery and Plant”, expenditure increased by $24,909.43, largely on account of powerhouse equipment. Stores and materials were augmented by a consignment of chemicals from home to the value of $9,421.03 ordered in anticipation of the commencement of manufacture. Of the sum of $13,344.26 for salaries appearing under Development Account, $8,183.26 was in respect of Messrs. Bells and Gosswein’s services. -1. Staff Changes -1. The year’s operations were fraught with difficulties, not the least of which were in connection with staff. Mr. Gosswein, the German expert erector, finally arrived in the F.M.S. during June 1921, and then only under a permit from Government for a three months stay. After a delay of practically twelve months in being admitted to the country, during which time the Company had to maintain him in Java, Mr. Gosswein was greatly perturbed at the temporary nature of his permit and when a position offered in Europe he decided to accept it and to return, and he left the country in September, 1921, before much of the machinery had been assembled. -1. From September 1921, the general management of the company was conducted by the Agents with Mr. Simons, the Engineer, in charge of the factory. Under this arrangement satisfactory progress was made, but unfortunately the working capital had all been exhausted necessitating an issue of debentures. On the recent commencement of production it was thought that it would be advisable to appoint a factory manager to take over the factory organization leaving Mr. Simons free to devote his full time and abilities to running and erecting the plant. After due consideration, and in the light of our past experience, a decision was arrived at in favour of engaging a man of local knowledge in organising and general manufacturing principles and Mr. F. C. Pasmore was accordingly appointed as from the first of this month. -1. In order to raise the quality of our product and to maintain it at a high standard, the Board has, I am glad to say, been able to arrange with Lt Col. W. S. Bunker to act as the Company’s consulting chemist, and Col. Bunker is now engaged upon this work. Your directors are confident of shortly securing very fruitful results from his investigations, with a corresponding improvement in the quality of the matches. -1. Financial prospects. -1. With regard to the financial prospects of the Company, as you are already aware packing for the market on a small scale only commenced during June and the production to date has not been large. During this short period, however, the revenue obtained has gone along way towards meeting working expenses and promises well for the future when our output is larger. The output of the factory is increasing and we have every hope of being in a position to dispose of a fair proportion of its ultimate production within the F.M.S., which should enable us to export any surplus at rates competitive with foreign manufacturers and at the same time to show a fair profit to the company. However, we will be in a better position to predict the future, more especially as regards the export business, on conclusion of negotiations now proceeding with the F.M.S. Government relative to two vital points- duty and timber. Our expectations of Government in respect of these are in our opinion quite reasonable, being only those upon which our original calculations were based and we have therefore every hope of obtaining a satisfactory issue. If we are given time to get well established, say about one year from date, we are prepared to consider doing something to meet Government in regard to the duty, which is at present raising, but if consideration is not accorded to us now, we shall be obliged to close down our factory just when, after a long struggle, we have begun to produce. In the event of the Government altering existing conditions, it would be useless for the company to proceed nor would my firm be justified in advancing any further money to it to put it on its feet, as there would be no reasonable chance of its ever attaining to such a position. Should, however the two points I have mentioned be satisfactorily cleared up and our hopes realized in respect of output and sales, we have every ground for believing that the future holds for the company a fair meed of prosperity. This will be doubly welcome in view of the worrying, and at times almost disheartening, events which have resulted in so much delay and loss in the past. -1. I must however, in conclusion say that there being unfortunately no positive certainty about anything in these days, It would be unwise completely to ignore the possibility, however unlikely, that our hopes might not being entirely fulfilled even in regard to the matter of output and sales. Your directors, therefore, feel that in view of this uncertainty in the company’s outlook, the position must be carefully reviewed by them in the next few months, as if after that elapse of time it has not been possible to place the company on a sound profit-earning basis they may have no option but to recommend for the consideration of shareholders some form or other of re construction. That such a course will be necessary is not at present seriously contemplated but it is as well to be forewarned as to its possibility, even it if it is not probable, and be prepared if needs be to take such steps as their future interests may render advisable. -1. I beg now formally to propose that the report and accounts before you be adopted and passed, but before asking major Gough to second this resolution, I will answer so far as I may be able to do so, any questions put by shareholders present. I might mention that, as in the pervious years, the directors are not taking any fees. -1. Major Gough seconded the adoption of the report and accounts, and it was carried. -1. Major Gough and Mr. Davidson, the retiring directors, were elected and Messrs. Evatt and Co. were re appointed auditors of the company for the current year. -1. The Chairman proposed that a gift of a case of matches be given to the St. Mary’s Church bazaar. This was unanimously agreed to. -1. A vote of thanks to the chair terminated the proceedings. -1. (1546 words)

(As above)

THE MALAY MAIL, FRIDAY OCTOBER 27TH 1922 MALAYAN MATCHES THE ANNUAL MEETING Government and Duty The second annual general meeting of Malayan Matches Ltd., was held on Thursday, 26th October at noon in the offices of Messrs. J.A. Russell and Co., agents and secretaries. Mr. J. A. Russell was in the chair. Present: Major Gough and Mr. James Davidson (Directors) and Mr. H.D. Brown, representing the agents and secretaries. The notice convening the meeting having been read by the secretary, the adoption of the Director’s report and the accounts was proposed by the Chairman who said inter alia:- The report and accounts have been in your hands for the prescribed period and I will with your kind permission take them as read. The report deals with the salient features of the Company’s year, and to render it more useful and informative has been brought up to date as at the 13th of this month. I regret that the producing stage was not arrived at by the close of the financial year under review, but this having now been reached, the yearly accounts should, and I hope will, in future afford more interesting reading. On turning to those now before you, you will notice that the year’s operations were financed for the most part by money raised by the debenture issue. Of the $43,400 issued within the period covered by the accounts only the sum of $2,300 was taken up by shareholders. The Company’s lawyers and architects were good enough to accept $5,100 in payment of their several fees, leaving the balance of the debentures to be subscribed for by your managing Agents and Secretaries, who had given shareholders a promise to take up to $50,000 worth of the issue. To date the sum of $63,500 has been issued, the whole of the extra amount since the close of the year having been advanced by my firm; so its promise to subscribe for $50,000 worth of debentures has been more than fulfilled. Such funds as the Company may still require to finance it during its initial stages of production is also being advanced by my firm. Our bankers, you will notice, are our creditors for a small overdraft on current account of $421.11. Debenture interest is payable on 30th June and 31st December and the item $823.89 represents the three months’ interest accrued. Trade creditors for the most part consist of the contactors for the erection of the main building and of the boiler house and plant. This amount has been reduced by over $6,000/ as at 30th September. On the assets side, expenditure on factory and general buildings increased by $22,861.55, and apart from the cost of covering the costly and unsuccessful Fibrolite roof to the main building with galvanised iron your assets may be regarded as having been increased by this amount. Under the heading “Machinery and Plant,” expenditure increased by $24,909.43, largely on account of power house equipment. Stores and materials were augmented by a consignment of chemicals from Home to the value of $9,421.03 ordered in anticipation of the commencement of manufacture. Of the sum of $13,344.26 for salaries appearing under Development Account, $8,183.26 was in respect of Messrs. Bell’s and Gosswein’s services; although this sum represents but a small fraction of their total cost to the Company. The years operations were fraught with difficulties, not least of which were in connection with staff. As the year under review advanced it became disappointingly and increasingly apparent that whatever might be the capabilities of your former General Manager, Mr Bell, in the way of managing an already established match manufacturing business where he had expert advice always readily available on any technical questions likely to arise, he was very much out of his depth in the organising and establishment of an entirely new match industry under the, to him very strange and unfamiliar, conditions obtaining in Malaya. Your directors realised that Mr Bell was unfortunately the very reverse of the particular type of match man which they required. He had during the course of his experience run very big match factories controlled by his family, but he was nevertheless hardly a practical match manufacturer of the kind the Company needed, and he was too old to adapt himself to conditions other that those to which he had for years been accustomed. Full power was at first given to Mr. Bell as General Manager, until it became apparent to the Directors that his ideas in regard to expenditure were such as the Board could not possibly contemplate with equanimity, and that the Company’s funds were being rapidly exhausted. It later on became also equally clear that despite the heavy expenditure being incurred, practically no progress was being made. It was of course several months before these conditions were abundantly proved and in this way about a year’s valuable time and much money had been irretrievably lost. In July 1921 your directors decided to inform Mr. Bell that if he had the interests of the Company at heart he could best further them by tendering his resignation. The wisdom of this was acknowledged and Mr. Bell’s agreement was cancelled on the 5th August 1921. Mr Gosswein, the German expert erector finally arrived in the F.M.S. during June 1921 and then only under a permit from Government for a three months’ stay. After a delay of practically twelve months in being admitted to the country, during which time the Company had to maintain him in Java, Mr. Gosswein was greatly perturbed at the temporary nature of his permit and when a position offered in Europe he decided to accept it and to return and he left the country in September, 1921, before much of the machinery had been assembled. From September, 1921, the general management of the Company was conducted by the Agents with Mr. Simons the engineer in charge of the Factory. Under this arrangement satisfactory progress was made, but unfortunately the working capital had all been exhausted, necessitating an issue of debentures. On the recent commencement of production it was thought that it would be advisable to appoint a Factory Manager to take over the factory organisation, leaving Mr. Simons free to devote his full time and abilities to running and erecting the plant. The Company has to thank Mr. Simons for carrying on the factory management during the time when he was the only European at Batu Arang. After due consideration, and in the light of our past experience, a decision was arrived at in favour of engaging a man with local knowledge in organising and general manufacturing principles as against a man with specialist knowledge but unfamiliar with local conditions, and Mr. F.C. Pasmore was accordingly appointed as of the 1st of this month. In order to raise the quality of our product and to maintain it at a high standard, the Board has, I am glad to say, been able to arrange with Lt. Col. W.S. Bunker to act as the Company’s consulting chemist, and Col. Bunker is now engaged upon this work. Your Directors are confident of shortly securing very fruitful results from his investigations, with a corresponding improvement in the quality of the matches. With regard to the financial prospects of the Company, as you are already aware packing for the market on a small scale only commenced during June and the production to date has not been large. During this short period, however, the revenue obtained has gone a long way towards meeting working expenses and promises well for the future when our output is larger. The output of the Factory is increasing and we have every hope of being in a position to dispose of a fair proportion of its ultimate production within the F.M.S., which should enable us to export any surplus at rates competitive with foreign manufacturers and at the same time to show a fair profit to the Company. However, we will be in a better position to predict the future, more especially as regards the export business, on the conclusion of negotiations now proceeding with the F.M.S. Government relative to two vital points-Duty and Timber. Our expectations of Government in respect of these are, in our opinion, quite reasonable, being only those upon which our original calculations were based, and we have therefore every hope of obtaining a satisfactory issue. If we are given time to get well established, say about one year from date, we are prepared to consider doing something to meet Government in regard to the matter of duty which it is at present raising; but if consideration be not accorded to us now, we shall be obliged to close down our Factory just when, after a long struggle, we have begun to produce. In the event of the Government altering existing conditions, it would be useless for the Company to proceed, nor would my firm be justified in advancing any further money to put it on its feet, as there would be no reasonable chance of its ever attaining to such a position. Should, however, the two points I have mentioned be satisfactorily cleared up and our hopes realised in respect of outturn and sales, we have every ground for believing that the future holds for the Company a fair meed of prosperity. This will be doubly welcome in view of the worrying, and at times almost disheartening, events which have resulted in so much delay and loss in the past. I must, however, in conclusion say that there being unfortunately no positive certainty about anything in these days, it would be unwise completely to ignore the possibility, however unlikely, of our hopes not being entirely fulfilled even in regard to the matter of output and sales. Your Directors therefore feel that in view of this uncertainty in the company’s outlook, the position must be carefully reviewed by them within the next few months, as if after that lapse of time it has not yet been possible to place the Company upon a sound profit-earning basis, they may have no option but to recommend for the consideration of shareholders some form or other of reconstruction. That such a course will be necessary is not at present seriously contemplated; but it is as well that shareholders should be forewarned as to its possibility, even if it is not probable, and be prepared if needs be to take such steps as their future interests may render advisable. I now beg formally to propose that the report and accounts before you be adopted and passed, but before asking Major Gough to second this resolution, I will answer, so far as I may be able to do so, any questions put by shareholders present. I might mention that, as in the previous year, the Directors are not taking any fees. No questions were asked. Major Gough seconded. Carried nem.con. The next business on the agenda was to confirm the appointment of Directors in place of those resigned. The Chairman proposed Major Gough and this was seconded by Mr. Davidson. Carried. The Chairman proposed Mr. James Davidson and this was seconded by Major Gough. Carried. Messrs. Evatt and Co. were re-elected auditors for the coming year. Church Gift The chairman proposed that a gift of a case of matches be given to the St. Mary’s Church bazaar. This was unanimously agreed to. A vote of thanks to the chair terminated the proceedings.

MALAYAN MATCHES. [Articles] -1. The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 October 1922, Page 6 -1. MALAYAN MATCHES. -1. Kuala Lumpur Oct 27. -1. At the second annual meeting of Malayan Matches Ltd., the Chairman, Mr. J. A. Russell, said that the producing stage having been reached the yearly accounts in future should afford more interesting reading. The present revenue promised well for the future when the output was larger and they should eventually be able to export the surplus at rates competitive with foreign manufacturers at a fair profit. Having detailed the staff difficulties, the Chairman said that negotiations were now proceeding with the Government in respect of duty. If they were given time to get well established, say about a year from date, they were prepared to consider doing something to meet Government in regard to the duty, but if consideration was not accorded now they would be obliged to close down the factory just when after a long struggle, it had begin to produce. It was not wise to ignore the possibility – however unlikely- that their hopes might not be entirely fulfilled in the matter of output and sale. That involved careful review by the directors in the next few months as there might be no option but to recommend the consideration of shareholders some other form or other re construction. Such a course was not seriously contemplated but it was well to be forewarned. -1. (223 words)

"On Oct. 30 there was a summons in Chambers by Messrs. Ford and Delamore asking Mr. Peck to indemnify their clients...This stampeded some of Mr. Peck’s supporters...Then Messrs. Loke Yew Trustees were written to as follows:- Dear Sirs,- We write to you as Mr. Russell’s solicitors in connection with the general meeting of Malayan Collieries Ltd., to be held on the 21st inst. At the last general meeting of this company when the question of whether or no the company should take proper advice as to the allegations made by Mr. Peck was decided, Mr. Peck who held a proxy for the Loke Yew Estate voted against the resolution. In spite of Mr. Peck’s votes the resolution was carried and as you are aware the Hon. Mr. A.N. Kenion, the Hon. Mr. D.A.M. Brown and Mr. J.D. Kemp were appointed referees. These gentlemen have now advised the company not to associate itself with Mr. Peck in his suit, and acting upon that advice and the advice of the company’s solicitors Messrs. Bannon and Bailey as to the course now to be adopted the directors in this country other than Mr. Russell have decided on behalf of the company to defend the suit brought by Mr. Peck. The meeting to be held on the 21st inst. is for the purpose of confirming the decision of the directors other than Mr. Russell. They have already sent out forms of proxy and we should request you to use the votes you hold in favour of the resolution put forward by the directors. We would remind you that the independent directors have from the outset advised the shareholders that the allegations against Mr. Russell were unfounded. Their opinion has been confirmed by three independent gentlemen whose ability and impartiality is beyond question. We ourselves acted for Mr. Russell in the enquiry by the referees and have gone into the matter with the greatest care and at very considerable length. It would appear that Mr. Peck has seen fit to bring this suit without full and proper information and investigation, and we think that had Mr. Peck’s advisers before them the evidence adduced by Mr. Russell before the Referees they would themselves agree that their client’s case is hopeless. Under such circumstances we feel that it cannot be the duty of the Trustees to support litigation which will prove of no value to the interests of the beneficiaries which they are concerned to safeguard. On the other hand the question of the liability of the estate for costs upon the failure of the suit must be considered. Mr. Peck purports to sue on behalf of all the shareholders of Malayan Collieries Ltd, other than Mr. Russell. Mr. Justice Farrer-Manby has ordered him to give those shareholders indemnity against the costs likely to be incurred in the suit, thereby establishing that in his opinion anyway the shareholders incur liability. You will remember that Messrs. Ford and Delamore in their printed letter of Nov. 2 last wrote about the question of indemnity that as regards those shareholders who have supported Mr. Peck there is much to be said for the argument that they are liable to the defendants for costs upon the failure of the suit. We agree with that view and it seems to us scarcely open to argument that Mr. Peck’s supporters are his principals and as such liable for whatever liability he incurs. An application will be made to the court at an early date to strike out Mr. Peck’s suit as being unauthorised and not maintainable. The decision of the company at the meeting on the 21st will be extremely material upon this application. We ourselves confidently expect to see this suit struck out before the end of the year and we would ask you to assist us in this-by giving to the independent Directors the proxy sent to you and thereby helping to save the enormous costs which otherwise will be incurred-Yours faithfully (sgd.) POOLEY and CO."THE MALAY MAIL, SATURDAY, MARCH 22ND, 1924.

THE DAY'S NEWS. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 31 October 1922, Page 1
 THE DAY'S NEWS. The Directors of Malayan Collieries have come to an important decision in the Russell dispute- Page 6.

MALAYAN COLLIERIES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 31 October 1922, Page 6 MALAYAN COLLIERIES. A circular has been issued to shareholders dated Oct 23rd to the effect that ? charges against Messrs. J. A. Russell and Co., and or Mr. J. A. Russell had been referred to the referees, the Hon A. M. Brown, the Hon. Mr. A N ? and Mr. J. D. Kemp, “ who through the advantage of hearing Mr. Peck ? to his refusal to attend the enquiry after very careful investigation of the ? with the materials before them ?came to certain conclusions; and have ?since advised that the Company should not ?allay themselves with Mr. Peck in the case ?stituted by him” Messrs. Henggeller, Mackie and Chew Kam Chuan as ? have decided to follow this advice. -1. The report is of a confidential nature not available for inspection by any ? parties and has been deposited with the Company’s solicitors for confidential ?custody. An extraordinary general meeting ?of the shareholders will be held shortly ? the shareholders will be invited to ? this decision of the directors. (120 words) (Ed. original difficult to read.)

Untitled [Articles] The Straits Times 3 November 1922 page 8 The directors of Mambau Tin, Ltd., report that the estimates for completion of the dredge have been greatly exceeded but arrangements were made for the necessary finance in the form of loans amounting to $90.000 which have to be repaid out of revenue. The board consists of Messrs. R.B.Bannon, J.L.Sime, J.A. Russell and A.A. Henggeler. In accordance with the articles Mr. J.A. Russell retires by rotation but being eligible offers himself for re-election. -1. (81 words)

Malayan Collieries. [Letters] The Straits Times, 4 November 1922, Page 10 Malayan Collieries. To the Editor of the Straits Times. Sir, — l have just read with considerable surprise the circular issued by the Directors of the Malayan Collieries Co. stating that they have decided after an ex parte enquiry not to support the suit instituted for the object of protecting and recovering some of the company’s property. If the allegations in the plaint already filed be substantial then the co-directors will ipso facto be involved for this would mean that they either condoned the alleged diversion of the company’s funds or grossly neglected the interests of shareholders entrusted to them, and it seems extraordinary that they should be the first to desire that their own characters should be cleared from any shadow of suspicion. Considering that the directors regard it as in advisable for this report to be disclosed, one is tempted to suspect its contents, and to draw the obvious conclusion. At the extraordinary general meeting of the company held last August, I made it clear the proper place for investigation of allegations of this serious nature is in open Court supported by sworn evidence. The procedure of British Courts is designed for this purpose, and whatever its defects, it is the best the world has seen. Therefore use it, and get at the truth, or as near thereto as circumstances permit. At present the plaintiff’s allegations disclose a clear primae facie case while the defence, so far as disclosed by the directors’ circulars, is most certainly not sufficient to rebut it. It may be assumed, therefore, that the defendant has other evidence which may strengthen his case, but which he fears may not be conclusive. But by all means let us have it, and if it be sufficient to clear his character of the suspicion now assailing it, let us be the first to congratulate him that it has been cleared and not merely whitewashed. It now remains for shareholders, other than those controlled by the defendant, to support Mr. Peck by providing funds for proper investigation. Mr. Peck cannot be expected to act as catspaw for the shareholders though legally he or any one shareholder has the right to bring this matter before the courts of this country. It is a well known principle of English Company Law, that the majority of the voting strength in a company, whether held by one man or several cannot use its powers to despoil the minority even if a minority is one. Unless shareholders desire to protect their property from depredation, they cannot expect anyone else to do it for them and surely British shareholders holding upwards of eighty thousand shares will not lie down because their opponents appear to be powerful. The company records of some foreign States are rife with cases of this sort. British courts are fortunately not often asked to investigate such cases, but they administer law and equity without fear or favour, when they are. Rumours have been circulated that the costs of this case will be enormous, but the total costs of the suit cannot amount to even one per cent of the money alleged to have been diverted from the company’s funds. I am not talking of appeals. We shall have definite evidence before necessity for that arises and that is all which we should at present require. Yours, etc., H. HOPSON WALKER. Klang, October 27, 1922.

The Straits Times, 7 November 1922, Page 8 In a judgment summons which came up before Acting Chief Justice yesterday the judgment creditor was Laurence Aroozo and the defendant, Ng Hong Guan, the amount of debt being $505. Ng Hong Guan, who said he was a miner and had his mine in Trengganu, promised to make arrangements to pay the money. He also admitted that Mr. Justice Barrett- Lennard had in July last made an order to the effect that he ( the defendant) should make payment of his debt in 14 days. The Acting Chief Justice made an order for the arrest and imprisonment for three weeks of the defendant if the debt is not ? paid off within a week.

COMMITTAL ORDER AGAINST NG HONG GUAN. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 7 November 1922, Page 7 COMMITTAL ORDER AGAINST NG HONG GUAN. Ng Hong Guan, of Malayan Collieries fame, was defendant in a judgment summons matter which came before the Acting Chief Justice, the hon'ble Mr. P. J. Sproule, in the Supreme Court yesterday. The judgment creditor was Laurence Aroozoo, and the amount of the debt $505. The debtor described himself as a miner and said his mine was in Trengganu. He promised to make arrangements to pay the money, after admitting that in July Mr. Justice Barrett-Lennard had made an order for payment in 14 days. His Lordship made an order for the arrest and imprisonment for three weeks of the defendant, if the money is not paid within a week. (117 words)

Malayan Collieries. [Articles] -1. The Straits Times, 7 November 1922, Page 9 -1. Malayan Collieries. -1. Action Against Mr. J. A. Russell. -1. (From Our Own Correspondent.) Kuala Lumpur, November 6. -1. In the Supreme Court this afternoon before Sir Lionel Woodward, Chief Judicial Commissioner, Mr. Shearn, representing Mr. J. A. Russell, and Mr. A. B. Sanders, representing Ng Hong Guan, were occupied in arguing whether or not the civil action brought by the latter against the former claiming half a million dollars over the sale of the Malayan Collieries Borneo property , should stand over until a decision is arrived in the Peck v. Russell and J A Russell and Co. and the Malayan Collieries action. -1. When the case was mentioned this morning Mr. Shearn made application that it should stand out of the list until a decision is arrived at in the other case. His Lordship, however, fixed this afternoon for argument. Mr. Sanders in the afternoon opposed the application. -1. Mr. Shearn said that he was applying under section 94 of the Civil Procedure Code. He contended that it would be very unfair on his client to have both these actions pending against him. In the first place Mr. Peck claims the whole of the profit made by Mr. Russell over the sale of the option to Malayan Collieries. In this case the plaintiff was claiming a third share of the same profit. Supposing that the case was taken first and he was to lose it and then he was to lose also the other, his client would have to pay out not only the whole of the profit made also an additional one third share and this was certainly not fair to his client. But if the other case was taken first and Mr. Peck was to be successful in it Mr. Russell would have to pay out all the profit and that was as good as saying there were no profits whatever. He was making the application because if he lost both cases Mr. Russell would be paying one third more than he got, namely the whole profit to Mr. Peck and, and one third again to Mr. Hong Guan. -1. Continuing Mr. Shearn said that whatever the case might be it was impossible for a plaintiff to claim profits until it was ascertained whether there were any profits at all. If Mr. Peck’s case was to be taken first, if he won it Mr. Hong Guan would have to be contented that there were no profits because Mr. Russell would have had to part with any profit he made, and consequently Mr. Hong Guan could not get any. One never heard of a partner being entitled to profits where there were no profits or might be no profits. If on the other hand a loss was made a partner would share the loss just the same as he would profit. -1. His Lordship remarked that it would be a very unusual thing. -1. Continuing Mr. Shearn said that he might as well say now that his client did not admit this partnership which was alleged by the plaintiff. -1. Mr. Sanders said that he did not want to take any advantage over his learned friend, but he must say he did not like him coming there and endeavoring to exclude him out of the court in this case. His learned friend had drifted quite away from the point. He had been hammering away at the word profit all the time, but this was not a case where they were suing for Mr. Russell’s profits. Paragraph 2 of his plaint showed that his client obtained an option. It was that which was sold to the company. The terms of Para 3 were that plaintiff was to receive one third of profits made by resale of this option. This was a case where they bought and Mr. Russell sold. His learned friend had been hammering at the word profit, but what they meant was quite plain- profit on any re- sale. Paragraph 6 showed the real negotiations- the price the company was paying for the property, and paragraph 10 referred to the profit. It was argued by Mr. Shearn that Mr. Russell would be in bad position, being sued for more than the profit, he had only himself to thank. -1. Continuing Mr. Sanders said that the position of was that his client bought an option which Mr. Russell wanted for his company of which he was chairman as well as agent. It was agreed that his (Mr. Sanders) client should have a third of the difference between the price at which his client bought and the price at which it was to be transferred to his company. This was referred to as the profit. What was the allegation that Mr. Peck made? He said Mr. Russell made a colossal profit and being the agent of the company must disgorge the profit he made. The reason why Mr. Peck claimed was because Mr. Russell said the whole of the profit was his. Mr. Peck said it was the Company’s. There were only two ways in which Mr. Russell could have contracted, 1 either by being the agent of the company or 2 personally. If he contracted as agent of the company he could have done it in two capacities, namely with the permission of the company or without. If Mr. Russell contracted as agent of the company then the company was bound. If personally then Mr. Peck would lose his case. If Mr. Russell had to pay twice, to two parties, then all counsel could say was that it was so much the worse for Mr. Russell. Continuing Mr. Sanders said that his learned friend had not quoted any authority for this application, and his asking that he (Mr. Sanders) was to be shut out from an action which had absolutely nothing to do with Mr. Peck’s action was ridiculous. How could any action which Mr. Peck brought against Mr. Russell deprive them of the right to sue Mr. Russell? Mr. Peck was suing for secret profit, so to speak, but they say that he being an agent for somebody else made an agreement with them by which they were entitled to a certain share of the profit. Mr. Russell might have given his client $100,000, or if both the company and his client wanted the money, he could not have done better than to hand the money to the court and say, “You fight the battle between you”. In that case his client could have fought it out with the company, but Mr. Russell had not given them a chance to do that. Even the fact that his client sued Mr. Russell in Singapore showed that in the ordinary course of events this case would have come first. Finally he said that if Mr. Russell was acting as agent of the company let him come and say so. This application was to endeavor to stay the proceedings of these action indefinitely and he strongly opposed it. -1. Mr. Shearn had a few further remarks to make but as it was getting late his Lordship postponed hearing till tomorrow morning. -1. Application Not Allowed. -1. Kuala Lumpur, November 7 -1. This morning after Mr. Shearn had replied His Lordship said he did not see why he should preclude plaintiff from proceeding with this action. He must assume that the allegations in Mr. Sander’s plaint were correct and some particular reason must be shown why he should preclude plaintiff from proceeding with this action. He must assume that the allegations in Mr. Saunder’s plaint were correct and some particular reason must be shown why he should allow that application, but no reason had been shown. The action was quite distinct from Mr. Peck’s actions and he therefore could not allow the application. Mr. Sanders applied for costs which were granted. -1. The case was eventually held over until December list for fixture. -1. (1297 words)

NG HONG GUAN v. J. A. RUSSELL. [Articles] The Singapore Press and Mercantile Advertiser 8 November 1922 page 12 NG HONG GUAN v. J. A RUSSELL In the Supreme Court, Kuala Lumpur, on Monday, before Sir L. M Woodward, CJC, the civil action came up for mention in which Ng Hong Guan is the plaintiff and Mr J. A. Russell is the defendant. Plaintiff prays (1) for a declaration that he and defendant were partners in the profits arising from the resale of the option dated 5th October 1920, in the proportion of 1/3 and 2/3 shares respectively and (2) for an account of profits realized by the defendant by the resale of the said option, (3) payment by the defendant of the amount found due to the plaintiff on taking of an account.” Mr. A. B. Sanders for plaintiff and Mr. Shearn for defendant. In the absence of Mr. Sanders, Mr. Sharma asked that his case be allowed to stand over until next month. Mr. Shearn said that before this case was heard he would like to argue before his Lordship that until the action F. C. Peck versus J. A. Russell, J. A. Russell and Co. and Malayan Collieries Ltd., had been heard, this other action Ng Hong Guan versus J. A. Russell should stand out of the list. He thought it would take him about one hour to argue why it was necessary that the last mentioned case should stand down until the other suit had been decided. His Lordship agreed to hear the argument during the course of the afternoon. The other suit, F. C. Peck versus J. A. Russell, J. A. Russell and Co. and Malayan Collieries was allowed to stand until next month. (MM)

THE MALAY MAIL, WEDNESDAY NOVEMBER 8TH, 1922. SUPREME COURT NG HONG GUAN-J.A. RUSSELL An Application Refused The Chief Judicial Commissioner, Sir L.M. Woodward, in the Supreme Court, on Monday afternoon, and again yesterday morning, heard argument for and against an application submitted by Mr. Shearn on behalf of the defendant, such application being to the effect that the civil suit Ng Hong Guan as plaintiff and J.A. Russell as defendant, should not be heard until the suit F.C. Peck vs. J.A. Russell; J.A. Russell and Co., and Malayan Collieries had been finally disposed of. Eventually his Lordship declined to make the order asked for, and the application was dismissed with costs. Mr. Sanders for plaintiff, Mr. Shearn for defendant. Some extremely interesting argument was heard during the course of the hearing of this application, Mr. Shearn quoting frequently and lengthily from the plaints in both the above mentioned actions, his contention being that until such time as the action Mr. Peck had filed against J.A. Russell and others, had been finally settled, no actual profits could be ascertained. No defences have been filed in either case as yet, but his Lordship on Tuesday ordered that the defence in the action brought by Ng Hong Guan should be filed during the coming month. Following is the statement of plaint in the last named action: - The above named plaintiff states as follows: - 1. He is a miner and resided at 227, Telok Ayer Street, Singapore, and the defendant is a miner and merchant and carries on a business as J.A. Russell and Co. at Hongkong Bank Building, Kuala Lumpur, and as W.R. Loxley and Co. in Singapore. 2. On or about the 5th day of October, 1920, the plaintiff obtained from the Eastern Mining and Rubber Co., Ltd., an option in writing to acquire certain coal concessions in Borneo commonly known as the Pamoekan Bay Colliery otherwise known as Goenoeng Batoe Besar subject to royalties, for the sum of $1, 200,000, to be satisfied as to the sum of $600,000 by payment in cash and as to the balance of $600,000 by the issue to the vendors of 20,000 shares in Malayan Collieries Ltd, at the price of $30 each that being the then approximate market price of the said shares. A copy of the said option agreement is attached hereto marked “A”. 3. Previously, viz. on or about the 20th day of September, 1920, he and the defendant had entered into a verbal partnership agreement to obtain and deal with the said option. The terms were that the plaintiff was to receive one-third of the profits made on any resale. The share of the defendant was to be a similar one-third share together with the remaining one-third share on condition that he provided all expenses connected with the examination of the said properties and the providing of any deposit required in connection therewith. 4. The defendant represented that the risk and expenses would be considerable but in fact the property was examined by the engineers of the Malayan Collieries, Ltd. and no deposit money was put up by defendant that was subject to forfeiture in the event of failure to exercise the option within the stipulated period of 5 weeks. 5. The profit coming to the plaintiff under the said partnership agreement was represented by the defendant as varying from time to time according to the increase in profit he stated he was making on the resale. 6. On or about the 3rd October, 1920, the expected profit on the resale was stated by defendant to be $300,000 in cash or shares of Malayan Collieries Ltd. at $30 per share, later on or about 19th November, 1920, to be $400,000 payable in Malayan Collieries shares at $30 each, and finally on or about the 24th November, 1920, to be about $800,000 payable in the said shares at $30 each and plaintiff at defendant’s request and relying on defendant’s representations as above recited at these various times respectively agreed to treat first $100,000 in cash or shares (at $30) subsequently 4000 shares and finally 8000 shares as payment by the defendant in respect of his one-third share of profit. 7. By an agreement dated 19th November, 1920, (a copy of which is hereto attached and marked “B”) made between plaintiff and one Khoo Wee Chuan the former transferred to the latter at defendant’s request the option dated 5th October, 1920, granted to him by the Eastern Mining and Rubber Co., Ltd., and on the same day the said Khoo Wee Chuan transferred the same option to J.A. Russell and Co. at defendant’s request. 8. The said Khoo Wee Chuan generally known as Kho How Lew is a kapala or clerk of the defendant employed in his office in Kuala Lumpur and acted solely as agent or nominee of the defendant in the matter of the transfers mentioned in paragraph 7. 9. Subsequently the benefit of the said option of 5th October, 1920, was transferred by J.A. Russell and Company to the Malayan Collieries Limited. 10. The plaintiff received 8,000 shares in Malayan Collieries Limited to account of his share of the profit from the defendant on the basis of the latter’s representation as to the ultimate profit on the partnership as above recited. (A statement of the detailed calculation of profits as represented by the defendant on the 3 dates mentioned in paragraph 6 hereof is hereto annexed and marked “C”). 11. Subsequently, late in April, 1922, the plaintiff as a shareholder received the report of the Malayan Collieries, Ltd. for the period of 18 months ended 31st December, 1921, and from a careful analysis of the contents ascertained for the first time that the profit realised on the resale of the said option was 80,000 shares of the face value of $30 each in the capital of the said company and that the profit was not $800,000 as previously represented by defendant but shares of a par value of $800,000 having at the date of such representation the approximate market value above stated viz, $30 per share or $2,400,000 in all. 12. The whole of the said profit share from the value of 8,000 shares transferred to the plaintiff and his nominees has been received by the defendant who caused the whole of the remaining 72,000 shares with the exception of 3,000 registered in his own name and 17,500 in the name of his nominee Khoo Wee Chuan to be registered in various fictitious names of non-existent Chinese men and women at various fictitious or imaginary addresses, including the address of the plaintiff and his father in Singapore. 13. All the said shares remaining unsold by the defendant at the close of the financial year ending 31st December, 1921, viz, 55,018 were registered in the names of defendant’s said fictitious nominees with the address c/o W.R. Loxley and Co., Singapore merchant (being the defendant’s business in Singapore) with the exception of 3,518 shares remaining unsold in the name of the said Khoo Wee Chuan described as c/o J.A. Russell and Co., Kuala Lumpur, merchant, being the defendant’s business in Kuala Lumpur. 14. After perusing the report of the Malayan Collieries, Ltd. as above recited, plaintiff on 27th April, 1922, wrote to the defendant demanding the balance of his one third of the true profit realised on the resale (a copy of the said letter is hereto attached marked “D”) and on the defendant’s failure to reply to the said letter the plaintiff instructed his solicitors Messrs. Allen and Gledhill of Singapore to take action accordingly. 15. On the 18th day of May, 1922, a writ was issued and in due course served on the defendant by virtue of an order dated the 12th day of May, 1922, made by the Supreme Court of the Straits Settlement of Singapore for service on defendant out of the jurisdiction (a copy of the said writ is hereto attached marked “E”). 16. Subsequently on the 20th day of June, 1922, the defendant obtained from the Supreme Court in Singapore an order setting aside the said order for service out of the jurisdiction on the ground that the action could be more conveniently tried in Kuala Lumpur. The plaintiff claims: - (1) A declaration that he and the defendant were partners in the profits to arise from the resale of the said option dated the 5th day of October, 1920, in the proportion of 1/3 and 2/3 shares respectively (2) An account of the profit realised by the defendant by the resale of the said option. (3) Payment by the defendant of the amount found due to the plaintiff on taking such account. (4) Such further or other relief as the justice of the case may require. (5) Costs The following is the statement of plaint in the action brought by F.C. Peck which Mr. Shearn quoted from and argued upon: - Civil Suit No. 613 of 1922. -Frederick Charles Peck suing on behalf of himself and others the shareholders in Malayan Collieries Ltd. other than the first defendant-plaintiff against 1. John Archibald Russell. 2. Messrs. J.A. Russell and Company 3. Malayan Collieries-Defendants Plaint The plaintiff states that: - 1. The plaintiff is and at all material dates was a shareholder in the Malayan Collieries Limited, the 3rd defendants (hereinafter called “the said Company”) and sues on behalf of himself and others the shareholders in the said Company other than thee 1st defendant. The plaintiff resides at Raffles Hotel Singapore, and is an analytical chemist. 2. The said Company is incorporated with limited liability in the Federated Malay States and being interested in the result of this action is accordingly joined as a defendant party but no relief is sought against it. The plaintiff will however require discovery by the said Company. 3. The 2nd defendant firm are and were at all material dates herein the Managing Agents and Secretaries of the said Company. 4. The 1st defendant is and was at all material dates herein a Director and the Chairman of Directors of the said Company. 5. The 1st defendant is also the senior partner of the 2nd defendant firm and at all material dates herein was the Managing Partner thereof. 6. On the 5th October, 1920, by an agreement in writing the Eastern Mining and Rubber Company Limited gave to one Ng Hong Guan an option to purchase certain coal-mining property situate in the Dutch East Indies known as the Goenoeng Batoe Besar or the Pamoekan Bay property (hereinafter called “the said property”) upon the terms and for the consideration therein expressed. A copy of the said agreement is attached hereto and marked “A”. 7. On the 25th September, 1920, the Eastern Mining and Rubber Company Limited expressed in a letter addressed to Ng Hong Guan that subject to the approval of their shareholders they were willing to sell the said property on the following terms: - (a) If the value was to be outright for a price of $2,500,000 payable half in cash and half in shares at par of the 3rd defendant Company, a deposit of $250,000 to be made within a fortnight. (b) If the property was to be worked on a royalty, then for a price of $1,500,000 of which sum half was to be payable in shares at par of the 3rd defendant Company and the other half in cash and for a payment of a royalty of $2 nett per ton on the whole output of the mine. Further the said offer was to be on condition that the output of coal from the said property did not fall short of 5,000 tons per month, and was to be open for acceptance for 11 days only. The said offer was expressed in writing in a letter dated the 25th September, 1920, a copy of which is attached hereto and marked “B”. 8. The said Ng Hong Guan took the said offer to the 1st defendant on the 27th September, 1920. 9. On the 27th September, 1920, the 2nd defendant gave to the said Ng Hong Guan on behalf of the said Company an authority in writing to apply for options over coal properties in the Dutch East Indies. A copy of the said authority is attached hereto and marked “C” and was signed by the 1st defendant. 10. On the same day, the 27th September, 1920, the 1st defendant in his capacity of Chairman of the said Company in a letter addressed to the said Ng Hong Guan informed the latter that the said Company would be willing to enter into treaty to buy the said property. A copy of the said letter is attached hereto and marked “D”. 11. On October 1st, 1920, the said Ng Hong Guan telegraphed to the 2nd defendants to the effect that he had arranged an option over the said property and the same day the 1st defendant in his capacity of Chairman of the said Company telegraphed confirming the arrangement and later on the same day confirmed the arrangement further in a letter to the said Ng Hong Guan of that date. The contents of the said telegram are contained in the said letter, a copy of which is attached hereto and marked “E”. 12. The plaintiff says that the said option referred to in paragraph 11 hereof was reduced to writing on the 1st October, 1920. The Plaintiff has no copy thereof nor has the same ever been disclosed to the plaintiff or the other shareholders of the said Company. 13. The plaintiff says that the said Ng Hong Guan obtained the said option on the 1st October, 1920, at the request of the 1st defendant in his capacity of Chairman of the said Company for and on behalf of the said Company and that the 1st defendant in his said capacity and for and on behalf of the said Company further authorised the said Ng Hong Guan to try and obtain better terms than were obtained in the said option. 14. The said option of the 1st October, 1920, was varied as a consequence of the said request of the 1st defendant and was re-embodied with such variation in the said option of the 5th October, 1920, pleaded in paragraph 6 hereof. The plaintiff is unable to say what the exact variation or variations between the option of October 1st and the option of October 5th was or were because as pleaded in paragraph 12 hereof the written option of the 1st October, 1920, has never been disclosed. 15. On the 19th November, 1920, the said Ng Hong Guan transferred the said option of the 5th October, 1920, to one Khoo Wee Chuan. The document attached hereto and marked “F” is a copy of the said transfer. 16. On the 19th November, 1920, the said Khoo Wee Chuan transferred the said option of the 5th October, 1920, to the 2nd defendants but whether this was by agreement in writing and upon what terms or for what consideration neither the plaintiff nor the shareholders in the said Company know nor have the 1st defendants ever disclosed the same to the plaintiff or the other shareholders in the said Company. 17. On November 23rd, 1920, the directors of the said Company agreed to purchase and did purchase the said property from the 2nd defendants. 18. On or about June 10th, 1921, the terms of the said purchase were reduced to writing by an agreement of that date, a copy of which is attached hereto and marked “G”. The plaintiff will refer to the same for the terms of and consideration for the said purchase. 19. The 1st defendant employed the said Ng Hong Guan to obtain the said options of the 1st and 5th October, 1920, on behalf of the said Company but wrongfully and in fraud of the said Company and of the plaintiff and other shareholders therein the 1st and 2nd defendants procured the said option of the 5th October, 1920, to be got into the name of the 2nd defendants which they did by getting the said Ng Hong Guan to transfer the same to the said Khoo Wee Chuan who was their nominee and by getting the said Khoo Wee Chaun to transfer the same to the 2nd defendants. Thereafter the 2nd defendants without disclosing the said facts of the full and true circumstances of the transactions sold the said property to the said Company as pleaded in paragraph 17 and 18 herein. 20. In the alternative to paragraph 19 the plaintiff says that the 1st defendant enabled the said Ng Hong Guan to obtain the said options of the 1st and 5th October, 1920, by utilising the name and authority of the said Company and also by utilising his (the first defendant’s) known position as Chairman and Director of the said Company and that consequently the said Ng Hong Guan must be held to have acquired the said options for and on behalf of the said Company. 21. In the further alternative the plaintiff says that the 1st defendant in breach of his duty as Director of the said Company and the 2nd defendants in breach of their duties as agents and Secretaries of the said Company have never at any time made a full disclosure of the true and full circumstances of the transaction wherein they sold to the said Company the said property and that thereby the 1st and 2nd defendants have obtained a secret or wrongful profit the return of which is claimed herein. 22. Further the plaintiff says that the 1st and 2nd defendants have falsely and fraudulently represented and are still falsely and fraudulently representing to the directors and shareholders of the said Company that the said Ng Hong Guan in procuring the said options of the 1st and 5th October, 1920 was acting on behalf of the 2nd defendants and not on behalf of the said Company in consequence of which false and fraudulent representation, the said Company and the plaintiff and the other shareholders in the said Company excepting the 1st defendant have suffered damage. The said false and fraudulent representation was made to the directors of the said Company at or before the Board meeting of directors on November 23rd, 1920, at which meeting the said directors agreed to purchase the said property. In the alternative the plaintiff says that the 1st defendant and the 2nd defendants fraudulently concealed at and prior to the said meeting of directors from the said directors the fact that the said Ng Hong Guan had originally been employed by the 1st defendant to procure the said options of the 1st and 5th October, 1920, on behalf of the said Company. Further the said false fraudulent representation was repeated by the 1st Defendant at a general meeting of shareholders of the said Company at Kuaka Lumpur on May 4th, 1922, and was repeated again by the 2nd defendants in a circular letter addressed to shareholders which was also printed at the request of the 1st and 2nd defendants in various newspapers in the Malay Peninsula and in particular in the Straits Times newspaper of June 5th, 1922. 23. The plaintiff says that in consequence of all the above premises the said Company and the plaintiff and the other shareholders in the said Company have suffered damage to the extent of the full difference in price between the agreement of October 5th, 1920, and June 10th, 1921. 24. The shares referred to in the said agreement dated the 10th June, 1921, were actually allotted at the 2nd defendants’ request to the allottees therein named on the 31st January, 1921. 25. The plaintiff says that the market price of the said Company’s shares on the 23rd November, 1920, was $30 and shortly after the date of the allotment aforesaid, namely on the 1st February, 1921, was $21 ½. 26. The 1st and 2nd defendants own or control 70, 296 shares out of the 310,000 shares issued by the said Company. In addition to this, 77,000 shares were allotted at the 2nd defendants’ request as pleaded in paragraph 24 hereof. 27. The Directors of the said Company have refused to take action against the 1st and 2nd defendants and are endeavouring to obtain a majority vote from the shareholders in the said Company to the effect that no action should be taken against the 1st and 2nd defendants. The plaintiff claims payment to the said Company of $1,720,000 damages and interest thereon jointly and severally against the 1st and 2nd defendants and the costs of this suit and such further or other relief as to the Court shall seem just. The argument Mr. Shearn, in opening his argument, said he appeared for the defendant while Mr. Sanders represented the plaintiff, and the application he had to make was that this case, Ng Hong Guan versus J.A. Russell, should stand out of the list until the final decision had been given in Civil Suit No. 613 of 1922, namely F.C. Peck versus J.A. Russell and others. His Lordship: There is no written application. Mr. Shearn: No, my Lord. I applied to the Registrar of this Court for further time wherein to file my defence, but he was unwilling to grant it me. I am now applying under Section 94 of the Evidence Enactment, and I may say that although there is no written application before your Lordship, this comes as no surprise to my learned friend, as such was the arrangement when we appeared before the Registrar. Commenting upon the nature of the order issued by the registrar, his Lordship asked Mr. Shearn: “How do you file a defence after the hearing day has been fixed?” Mr. Shearn said the Registrar’s order really meant “seven days from the fixing of the hearing of the case.” His Lordship: Is this application opposed? Mr. Sanders: Yes, my Lord! Mr. Shearn asked leave to read to the Court an affidavit which had already been filed, an affidavit made by Mr. J.A. Russell. The affidavit read as follows: - Affidavit I, John Archibald Russell of Kuala Lumpur, the above-named defendant make an oath and say as follows: - 1. I crave leave to refer to the plaint herein and in particular to the plaintiff’s claims as set out at the end thereof. 2. I also crave leave to refer to the plaint in Civil Suit No. 613 of 1922, a true copy whereof is now produced and shew to me marked J.A.R.1. 3. The plaintiff herein is claiming (inter alia) payment of a 1/3 share of certain profits made by me on the ground that he was my partner in the matter of obtaining and dealing with an option over a certain property in the Dutch East Indies and that upon the transfer of the option to Malayan Collieries Ltd., I made a profit. 4. The plaintiff in Civil Suit No. 613 of 1922 claims that the said option was obtained on behalf of Malayan Collieries Ltd., as the plaintiff herein was employed as the agent of the Malayan Collieries Ltd., and that in consequence I am not entitled to retain the profit coming to me upon the transfer of the said option to Malayan Collieries Ltd. 5. I am advised and verily believe that I have a good defence to Civil Suit No. 613 of 1922 but if contrary to the advice I have received, the plaintiff in that suit succeeds in his action there will be no profit made by me in which the plaintiff can herein claim to participate. 6. The documents now produced and shewn to me marked J.A.R.2. and J.A.R.3 are respectively true copies of a letter written by Messrs. Pooley and Company my solicitors to Messrs. Sanders and Sharma and of the latter’s reply thereto. Mr Shearn read the following letter: - To Messrs. Sanders and Sharma Russell and Ng Hong Guan Dear Sirs-You are, we know, aware of the suit pending against Mr. Russell at the instance of Mr. Peck. If that suit succeeds Mr. Russell will have made no profit out of the sale by him of the option over Goenoeng Batoe Besat to Malayan Collieries Limited and there will be no profit in which your client can claim to be entitled to participate as a partner. Under these circumstances we think your client’s action against Mr. Russell should remain over until after the final decision in Mr. Peck’s action. Please let us hear from you as in default of your agreement we propose applying to the Court for an order that no defence be put in until after Mr. Peck’s claim has been decided. Yours etc., POOLEY AND CO. He also read the reply thereto, which read as follows: - Ng Hong Guan vs. J.A. Russell. Dear Sirs, -We are very surprised to read the proposal contained in your letter of the 11th instant. Our client is not concerned with the result of Mr. Peck’s claim or that of any other person against your client. The arrangement with him was that he was to receive one third of the difference between the buying and selling price, and he is not and cannot be affected in any way by reason of the fact that your client may be called upon to account for and hand over his share of this profit to the Company by reason of the fact that he, being Agent, Director or Trustee of such Company, failed to make such disclosure as is required to enable him to make a profit for himself out of the transaction, or otherwise to act with the good faith that his fiduciary position necessitated. Mr. Russell as a director whether in a suit by our client or the Company can only be made to account for the profit he made himself and not for the profit of others, for the Company cannot dispute that the property was bought at a higher figure and there is no question of cancellation of the contract. The only question is whether Mr. Russell or the Company is to receive such profit as he, being a director or Agent of the Company, has secured for himself. No one disputes for a moment that our client is entitled to be remunerated for obtaining the option and for all the work and expenses he incurred, and it is immaterial whether he was to be remunerated by a liquidated sum or by a figure based on the difference between buying and selling prices. Our client accepted that method of remuneration at your client’s request, and whether your client was a principal in the matter, or an Agent or Trustee for the Company, (the real point in issue in Mr. Peck’s action) is wholly immaterial. There is no question of our client being in a fiduciary relation to the Company or having to account for his profits. Your letter is also based on a further fallacy, viz. that the profit is your client’s profit; a portion of it may or may not be but, as to the profit as a whole, it is no more his than it is our client’s. The fact that hitherto your client has pocketed practically the whole of it does not make it his, it only makes him an accounting party to the rightful recipients, and the idea that your client should be permitted to defeat our client’s claim by denying it in Mr. Peck’s action, and paying over such share to the latter in the event of his success, is one to which we cannot for a moment assent. If any action should be stayed it is Mr. Peck’s, for, owing to your client’s avarice in retaining nearly all the profit for himself, he now finds himself being sued by Mr. Peck for an even greater sum than his true share of the profit. And there are further equally serious objections. If Mr. Peck succeeds we understand your client will be unable to meet the liability. To stay our claim would therefore be to defeat it. Moreover you have applied to delay Mr. Peck’s claim, and we understand there is considerable probability of the hearing being delayed for a long time. To put the whole matter into a short sentence, our client’s position is entirely differentiated in law and in fact from yours; because our client’s hands are clean, and yours (on Mr Peck’s view) are not. If your suggestion (viz. that Mr Peck’s claim affects our client) were true, then he should be a party to the latter suit so that even on your own shewing, our claim must be heard first, and that is exactly what we contemplate and intend. Further if our client’s claim is to be stayed, as the other suit is one which will in all probability go to the Privy-Council, the effect of a stay till the other matter is settled would involve in practice a stay for a period of probably 3 years, in which case the claim might have to be withdrawn owing to our client’s decease or for other reasons. Yours etc., SD. SANDERS AND SHARMA. Mr. Shearn at this stage read the plaint of Ng Hong Guan, following on by reading several of the paragraph’s from Mr. Pecks’s plaint, as given above, to support his argument. Counsel said the plaintiff Ng Hong Guan was claiming a 1/3 share of certain profits, while in the case of Mr. Peck, that gentleman claimed that there were no profits for Mr. Russell. Therefore until this other suit had been decided, whether there were or were not any profits could not be ascertained. His Lordship: I suppose it could be ascertained independently with regard to this case, whether the plaintiff is entitled to a share in any profits? Mr. Shearn said he submitted that it could not be, and he proceeded to illustrate by way of example of a partnership in a law practice about to be dissolved, and said that until it had been decided whether there were any profits, they could not say what those profits would be. This claim, said counsel, is for the true account of the profits of a partnership, and that being so, I would ask your Lordship to look at para. 3 of the plaint in the other case (F.C. Peck) in which he claims back the whole of the profits made by Mr. Russell, thereby depriving Mr. Russell of any profit. Now in this suit Ng Hong Guan claims nearly half a million dollars, and if he were successful in his action, and Mr. Peck was also successful in his, it would mean that not only would Mr. Russell be paying Ng Hong Guan his alleged 1/3 share of nearly half a million dollars, he would also have to pay back the whole of the profits to the Company (Malayan Collieries) and so would be paying twice. Mr. Shearn said he thought he ought to say at this stage, that this partnership arrangement was disputed. Mr. Russell declares that he bought the option for a certain figure and paid for it. Assuming, however, for the purpose of argument, that the plaintiff’s claim was a true one, then Russell beside satisfying this plaintiff’s claim, would also have to pay back $1,720,000, or any other figure. How could the profits be ascertained-of which the present plaintiff claimed a third share-until such time as it had been decided that Russell had or had not to pay back this huge sum to the Company. Before one knew what the true selling price was, no one could say what the profits were, and until it had been finally decided in Mr. Peck’s suit, to whom these profits were to go, the present plaintiff could not claim a 1/3 share of such profits. “They have claimed in their plaint as for a partnership, and I do ask for an order that their suit stand over until it has been decided whether there are any profits to divide.” His Lordship. Supposing I made an order-such an order as you ask for, and then, for some reason or other, this other case did not come on, where would the present plaintiff be then? Supposing this other case went to the Privy Council, must the plaintiff wait until after then before he be allowed to proceed with his action? Replying to his Lordship’s first query Mr. Shearn said he supposed in such an event as that mentioned, he thought plaintiff could apply to the court for leave to have his case re-instated in the list. With regard to his Lordship’s second query, counsel said, “well, yes, my Lord, the profits are problematical, and I think plaintiff ought to wait, even in the event of the other action going to the Privy Council.” Mr. Sanders in reply said he did not wish to take any undue advantage of his learned friend, but when they were before the Registrar, his mind was not actually on the procedure. The learned Registrar, and Mr. Shearn, appeared to be of one mind-and he thought Mr. Shearn would bear him out in this-that the order made by the Registrar was correct. They appeared satisfied with it, and he agreed. His Lordship interposed and read the order made by the Registrar on the Summons in Chamber, and said to him it read very ambiguously. Mr. Sanders, continuing, said it appeared to him that Mr. Shearn was really asking the Court to entirely ignore their plaint, a thing he had never yet heard of. He did not quite see what his learned friend’s application was, and he certainly thought it ought to be in writing. Mr. Shearn interposed to say that in these Courts we had no such procedure as “Motion to stay Proceedings”, the nearest approach was to apply under Section 94. Considerable argument followed as to the summons and the exact procedure in the present circumstances. Continuing Mr. Sanders said his learned friend had evidently got away from his first line of argument, he Mr. Shearn had kept talking of Mr. Russell’s profits. “We are not suing for Mr. Russell’s profits. Paragraph 2 of our plaint shows that it was my client who obtained this option which was sold eventually to the Malayan Collieries. Then para. 3 lays out that my client was to receive a share of the profits on any resale. This was a case where we bought and Mr. Russell sold. My learned friend kept harping on the word “profits”. It is quite plain and clear that what we ask for is a share of the profit on the resale” (to be continued)

THE MALAY MAIL, THURSDAY NOVEMBER 9TH, 1922. SUPREME COURT NG HONG GUAN-J.A. RUSSELL Application Refused Following is the conclusion of our report of the proceedings in the above: - Horns of a Dilemma. His Lordship: Yes, but supposing Mr. Russell has to pay back the whole of this sum, then there would be no profits to share, would there? Mr. Sanders: Yes, my Lord, I am coming to that. If Mr. Russell is in the position he says he is, it is at his own instigation, because he never disclosed to anyone that he had a partner in this transaction. He is sued by Mr. Peck as a shareholder who sues him as Agent and Trustee of the Company. I don’t care what attitude my learned friend takes up, he is on the horns of a dilemma. Colossal Profits. My client obtained an option, Mr. Russell wanted it for his company, of which he is Chairman and Managing Director, and he finally agreed that my client should have ½ share of the difference between the price at which my client had bought, and the price it was transferred to his (Mr. Russell’s) Company, that is what is referred to, loosely, as “profits”. Now Mr. Peck does not say there were not any profits; on the contrary he says the profits were colossal-a shock to anyone, and that you (Mr. Russell) being an Agent of the Company, must disgorge the profit you have made. And the reason why Mr. Peck says so is because Mr. Russell says “the whole of this sum is my profit”-he takes up that attitude-“the whole is my profit,” says Mr. Russell, and Mr. Peck says “disgorge it: it is the profit of the Company.” Now when Mr. Russell contracted with my client he either contracted personally or for the Company, there is no other alternative; therefore whether Mr. Peck wins or not, we are not in the least frightened-or, as a matter of fact, whether he loses, it is immaterial to us. If Mr. Russell contracted with my client as for the Company, then he, through the Company, is liable, and if Mr. Russell contracted personally, without proper authority from the Company, then Mr. Russell is still liable. Counsel quoted a case Colling v. Wright, to support his argument. Continuing, he said: Suppose that for any foolishness or for any other reason on Mr. Russell’s part by not disclosing to his company, or to this Court, that he had a partner, he has placed himself in a very awkward position, then he has got to suffer for that foolishness. If he contracted as for himself, then he wins his case against Mr. Peck, at least so I should think. Matter of Three Years My learned friend wants me to wait a matter of three years-that is what would happen if the other case goes to the Privy Council-before my client shall bring his action, because of another suit in which my client is not interested to the remotest extent. My learned friend has quoted no authority to uphold his application, and I believe he is unable to find any such argument. I cannot. A Fraudulent Profit. Now Mr. Peck is suing for the return of a secret profit. Mr Shearn: My learned friend is not quite correct, we are being sued for fraud or for making a fraudulent profit. Continuing Mr. Sanders read from the Laws of England, page 355 on secret profits, and said: We say that you (Mr. Russell) being an agent for someone else, made a contract with us and we are entitled to the profits made as contracted for, and your Company is entitled to any balance, after our claim is satisfied. (See Shawness v. Oldham P. 359). Mr. Russell might have agreed to pay my client a lump sum down-say $100,000, but he did not, he said “I’ll give you ½ share of all profits over the resale.” Profit Filched Away Now if Mr. Russell has made this very handsome profit, and admits it, and would say “I’ll pay it into Court, as both you and the Company claim it”, then we might come to some terms as to this case standing over. But he has made no offer to do so, whereas I am asked to sit still and see all our profits filched away by the Company. Mr. Shearn says if my client dies in the meantime, what does it matter? As a matter of fact my case was filed before Mr. Peck’s. It was filed in Singapore some time before Mr. Peck’s case was filed here. As a matter of fact my friend Mr. Shearn does not want to plead at all, if he can possibly avoid doing so, in order to get over the difficulty Mr. Peck has put him in. If Mr. Russell was acting as Agent for the Company in this matter, let him come here and say so, let him plead it definitely. It is no use Mr Shearn saying Mr. Russell may be held to be the Agent. “If he was or is Agent, then let him come here and say so. This application is an endeavour to stay proceedings of this action, indefinitely, and I strongly oppose it,” said Mr. Sanders. Concluding, counsel asked that the application be dismissed. Mr. Shearn Replies When the hearing was resumed yesterday morning, Mr Shearn replied to the argument put forward by Mr. Sanders. Mr. Shearn said he quite realised the difficulty to be contended with, namely that one could not deter a man from bringing an action in the ordinary course of events, but he submitted that this was not an ordinary matter. He submitted that Mr. Sanders, in his argument, had gone right outside his plaint. “Mr. Sanders says that Mr. Russell agreed that Mr. Sanders’ client should have 1/3 share of the profits of the resale. But if one looks at the plaint, one sees that this is not so, but that Mr. Russell and plaintiff made a verbal agreement to buy at an extraordinary commission. The allegation is that this was a partnership agreement but that is absolutely inconsistent with the plaint, it is a business arrangement for a commission. Mr. Sanders says Russell agreed to give his client a share of the difference on the resale, which was not so.” [Counsel again read from the plaint]. “The ultimate profit of the partnership is the actual pleading in the plaint,” said counsel, “but now, in this court, Mr. Sanders argues entirely differently, he puts an entirely different interpretation on the plaint now he comes to Court. But even assuming Mr. Sanders’ new interpretation to be correct, I submit it is impossible to ascertain what the profits were or are likely to be over this matter. The allegation in the plaint is “you get 1/3 of the ultimate profits made,” while Mr. Peck says no profits were made by Mr. Russell personally, but by Malayan Collieries.” [Again he read from the plaint]. “How could Mr. Sanders say Russell was an Agent of the Collieries in this matter? He has got to say that he was dealing with Russell as a principal to uphold the argument in his plaint. If that allegation is put forward, let it be put in the plaint and let my friend stand by it in argument. If it was a partnership, then let the ultimate profit be ascertained. It is said if only Mr. Russell would admit the Agency, he could pay the profits alleged to be due to Hong Guan into Court. I fail to see this. Mr. Peck’s allegation is that Mr. Russell made an illegitimate profit, while Hong Guan says Mr. Russell received three times the profit he has declared. I submit that under these circumstances this case must stand over until the other action has been heard.” Mr. Sanders: I say the other case cannot possibly affect us in any way. Say as little as possible His Lordship said he was satisfied that this application was an unusual one, and in order to support it, very special reasons would have to be put before him, to show why this plaintiff should not be allowed to proceed with his action. Those special reasons were not forthcoming. “I wish to say as little as possible at present, in view of existing circumstances,” said his Lordship. “I take the plaints as they stand and I must assume that the allegations contained in them are true-in the absence of a reply by way of defence. I must therefore hold that this action is entirely separate from the other action mentioned. I do not see how I can make an order to preclude the plaintiff from proceeding with his action and I decline to make the order asked for.” Mr. Sanders asked for costs. He said this application was a most extraordinary one. If his learned friend liked to take the risk of bringing such an application before the Court, then he thought the costs ought to come from him. His Lordship said he thought Mr. Sanders was entitled to costs, and he allowed them. His Lordship made an order that the defence in this suit should be filed in Court during the current month.

The Straits Times, 8 November 1922, Page 10 -1. SELANGOR COCONUTS. -1. Business at Annual General Meeting. -1. The eleventh annual general meeting of shareholders of Selangor Coconuts Ltd., was held on Thursday with Capt. H. L. Carter in the chair. After notice convening the meeting had been read by a representative of the secretaries, Messrs. Boustead and Company Ltd., the Chairman addressed the meeting as follows:- (Summary: profits… no dividend…reserves… buildings except kilns are old and made of wood.. value in books.. copra realized $10.40 per picul.. $13.84 last year.. and $20.26 the year before..production costs down.. crop was 1,549,181 nuts..used in nurseries or sold… above last years average but lower than most estates, numbers harvested lower than estimated due to abnormally wet weather on estate.. 177 inches in a year and field A not doing as well as former years… estimates.. new clearings.. improvement on last year’s figures… profits should increase. Estate is in good condition back of clearings a bit peaty, palms backward, ground settling.. will improve..free of pests. Bears have been doing damage.. caterpillars.. dealt with. Old concrete kilns giving trouble.. curing on the light Ceylon type of dryer…coastal erosion slight.. anxiety over protection of managers bungalow site.. difficult year.. profits should improve.. accounts. report seconded by Mr. J. A. Russell.) -1. (1014 words)

MAMBAU TIN. [Articles] -1. The Straits Times, 15 November 1922, Page 10 -1. MAMBAU TIN. -1. The Original Estimates Largely Exceeded. -1. The following is officially supplied by Eastern Tungsten Co., Ltd., Kuala Lumpur:- -1. The second annual general meeting of Mambau Tin, Ltd., was held at the registered offlce, 1-3, Old Market Square, Kuala Lumpur, on November 10, Mr. A. A. Henggeler presiding. (Summary:…estimates exceeded regrettable but unavoidable.. extra expenditure due to additional cost of plant and excessive charges in Australia..delay in getting started.. due to alterations in plant…loan arranged…trail runs in June.. dredging didn’t start till July.. working hours poor for first three months due to several breakdowns… recovery better than expected..now working upstream..daily output..making a profit.. thanks. Mr. Brunton now in charge..work under trying conditions…no directors’ fees…retiring director Mr. J. A. Russell was re -elected as were auditors.) -1. (591 words)

Untitled [Articles] -1. (57 words) -1. The Straits Times 23 November 1922 page 8 and The Singapore Free Press and Mercantile Advertiser (1884-1942), 24 November 1922, Page 6 At the extraordinary general meeting of Malayan Collieries Ltd., held at Kuala Lumpur, on Tuesday and attended by fourteen shareholders a resolution to the effect that the company should not associate itself with Mr. Peck as co-plaintiffs in the action instituted by him against Mr J. A. Russell and Russell and Co. and the company was passed.

Facts and Figures. [Articles] The Straits Times, 23 November 1922, Page 10
 Facts and Figures. Memorandum of the High Commissioner. The following is a first portion of the' memorandum of information and statistics accompanying H.E. the High Commissioner’s presidential address to the Federal Council at Kuala Lumpur, on November 21. Extract: “Coal Output: The output of coal from Malayan Collieries was 64,921 tons compared with 148,278 tons for the corresponding period in 1921. The mine is in better condition now than it has ever been and the danger form spontaneous combustion has been largely eliminated by the process of sand filling. The demand for coal has decreased and the output has decreased accordingly.”

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 24 November 1922, Page 6 At the extraordinary general meeting of Malayan Collieries Ltd., held on Tuesday and attended by fourteen shareholders a resolution to the effect that the Company should not associate itself with Mr. Peck as co-plaintiffs in the action instituted by him against Mr. J. A. Russell and Russell and Co. and the Company was passed.

MALAYAN COLLIERIES. [Articles] The Straits Times, 27 November 1922, Page 9 Copied in The Malayan Tin and Rubber Journal 15 December 1922 Vol X2 No.23 MALAYAN COLLIERIES. Extraordinary General Meeting. Company as Defendants. . An extraordinary general meeting of Malayan Collieries, Ltd., was held at its Registered Offices, Hong Kong and Shanghai Bank Buildings, Kuala Lumpur, on Tuesday, November 21, at 11 a.m., with Mr. A. A. Henggeler in the chair. The others present were Messrs. A. Grant Mackie and Chew Kam Chuan (directors), E. D. Shearn, H. Hopson Walker, F. C. Peck, B.J. P. Joaquim, J .A. Russell, Dr. J. M. Crago, E.T.C. Garland (shareholders) Mr. A. S. Bailey for the solicitors (Messrs. Bannon and Bailey), and Mr. Brown representing the secretaries. -1. The secretary having read the notice of the meeting the Chairman announced that a representative of the Press was present, and asked if anyone had any objection to that. -1. Mr. Hopson-Walker: It is all right. -1. The Chairman then said: I wish to inform the shareholders of what has happened since the extraordinary general meeting and as to the position today. I have been informed by the Referees that before entering on the inquiry, they requested Mr. Peck, through his solicitors, to attend the enquiry, but he refused to do so, and I think that it was a matter of great regret that he could not see his way to attend. -1. Thereafter the Referees entered upon the enquiry, when very voluminous sworn statements were put in and many documents submitted including Mr. Peck’s plaint, and their report was subsequently sent to the Company’s Solicitors with instructions to hand the same to the independent directors, which was accordingly done. It was the intention of the independent directors to publish the report, but as without waiting for the Referee’ decision certain shareholders have seen fit to commence litigation and the matter is before the courts the Referees objected to the publication of either the report or the findings contained therein. In view of this objection the independent directors have no alternative but to withhold the document from this meeting, a matter which they greatly regret. -1. While the report by the Referees confirms the opinion expressed in the circular of June 28 last, the independent directors candidly admit their regret that Mr. Russell relying on Article 92, elected to keep them at arm’s length and to deal with the Company as a principal. Further more they think in making so large a profit he did not display a generosity to the Company which might perhaps have been looked for. Having regard to the great value of the Pamoekan Bay property and to its possibilities as a dangerous rival to Malayan Collieries, Ltd., the other directors considered that, as a commercial proposition they were getting a good bargain, at the only price at which they could secure the property for the Company. -1. This is the position, gentlemen, as we see it, and it must be left to the meeting to decide whether you are prepared to associate yourself with Mr. Peck or not in embarking upon what must be at best, speculative, protracted and costly litigation. I am advised by the Company’s legal advisors that if this meeting expresses its wish that the shareholders should not associate themselves with Mr. Peck as co-plaintiffs in the action they should remain defendant as at present and obtain adequate security from Mr. Peck for any costs which he or other person associated with him may be called upon to pay to the Company. -1. I am afraid I cannot make any fuller statement or give you further information than I have done. In view of the impending litigation by Mr. Peck and of the fact that my evidence may be required in Court, I have been advised that I must decline to answer at this meeting questions bearing upon the case. Had Mr. Peck refrained from taking up the attitude that his case would be brought, no matter what might be the opinion of others, I should have been willing to reply fully to the best of my ability to all questions, Mr. Peck’s pending suit however close my lips to questions bearing upon it. -1. At the conclusion of this speech Mr. Peck asked if the chairman was not going to formally propose the resolution in such cases. -1. The Chairman proposed:- -1. “That in view of the opinion of the directors of the Company (other than Mr. J. A. Russell), and of the advice given by the Referees appointed by the Company, and by the Company’s Solicitors, as to the course now to be adopted, this meeting approves the decision of the Board that the Company should not associate themselves with Mr. Peck as co –plaintiffs in the action instituted by him against Mr. J. A. Russell, Messrs. J. A. Russell and Co. and the Company; and that all necessary and proper steps be taken on behalf of the Company to defend such suit and procure such proper security from Mr. Peck or any other person as may be requisite in respect of all costs and expenses which the company might occur in such a suit, and which might be ordered to be paid by Mr. Peck, or and any such persons, and in default of such security to apply to be dismissed from the said suit, or take other such steps as the Company may be advised” -1. Mr. Grant Mackie seconded -1. Mr. Peck at this stage asked that the portion of the Chairman’s speech that referred to Mr. Russell, be re read, as he did not quite catch what was said. This having been done, Mr. Peck said: Mr. Chairman, this resolution appears to me to be much vaguer than it ought to be. The resolution begins by saying “In view of the opinion of the directors” What is the opinion of the directors? Then the resolution goes on to speak of the advice” as to the course now to be adopted” What is the course? If that was the reason of the resolution it should be definitely stated. The resolution then goes on to say “that the Company should not be associated with Mr. Peck in the action instituted by him”. The referees were appointed to make further inquiry and report on charges brought against Mr. Russell. They were to report to a general meeting of the shareholders, and they have not done so. They were chosen by the Board, of which Mr. Russell was chairman, and they were appointed by reason of the use of votes owned or controlled by Mr. Russell. The directors have reported to shareholders only a small portion of the Referees report. Mr. Kenion in a letter to my solicitors said: “ All we have been asked to do is advise the Company as to whether they themselves should take action or join in Mr. Peck’s action as plaintiff, or stand aside or as to what other course of action should be pursued.” I take that to be a reasonable interpretation of their duties. There are four alternatives in Mr. Kenion’s letter, but the Board only informed shareholders of the report on one of the four alternatives. You may say you cannot publish the whole report, because the matter in dispute is subjudice. Yet you pick out that portion of the report which is most likely to prejudice one party to the suit and publish that to shareholders. The result of that was that some of the shareholders who had given me support were prejudiced. I am glad to say that only a very few have withdrawn their support, and all of them, with one exception, the Eastern Mining Co., were Selangor Shareholders. -1. Here Mr. Peck read a copy of a letter, which a shareholder had sent to the Company as follows:- “ In view of the decision arrived at by the Referees I do not desire to be concerned in the pending litigation in any way and I revoke the proxy given to Mr. Peck”. That was how the case had been prejudiced. If the whole report could not have been published, portions of it should not have been published.” I would like to ask the directors and the solicitors whether they can state to the best of their knowledge and belief that Mr. Russell, Mr. Shearn or any of his supporters, other than the directors, had not seen the report” -1. The Chairman: They have not seen it -1. Mr. Shearn I have not seen it -1. Mr. Russell: I have not seen it, neither has any member of my firm seen it. -1. Mr. Peck: Well I have heard a rumour to the effect that the publication of that report would be more favourable to the other side than to me. Proceeding Mr. Peck asked if the Referees had been remunerated and if so to what extent. -1. The Chairman: Yes $1.000 each. -1. Mr. Peck remarked that the remuneration was considerably more than it would have cost the company to defend the suit, and that the directors could have avoided these expenses. -1. The Chairman: At the last general meeting it was decided to appoint referees as your suit was filed. -1. Mr. Peck: My suit was not filed then. The Referees were chosen by the Board, of which Mr. Russell is chairman, by reason of the votes owned or controlled by Mr. Russell. If those votes had not been used he, Mr. Peck, would have outvoted the proposal by 3 to 1. Even allowing Mr. Russell the use of his votes the result was about 152,000 for the resolution and 82,000 against. The 82,000 votes on his side were more than a third of the total votes recorded, and should certainly have entitled him and his supporters to the right to appoint one of the Referees. -1. The Chairman: You might have raised that point at the meeting. -1. Continuing Mr. Peck said he had received a letter to this effect “ Referring to the action you are taking against Mr. J. A. Russell, Messrs. Russell and Co., and the Malayan Collieries ltd and in connection with which I appointed you as my proxy, I hear that in the event of you failing in your action and the funds at your disposal being insufficient to cover the costs of the defendants I will be liable for further disbursements. I wish to let you know that I am not in a position to incur further expenses in connection with the action and under the circumstances I regret I have no alternative but to cancel the proxy I gave you” As a consequence he was not able to use that proxy. He then said he wished to make some remarks as to the voting that was to take place. The proxy of the eastern mining and Rubber Co., which was first given had been taken away and he believed had now been given to the directors. He wished to explain the reason for this. He would read form the circular he had sent to most of the shareholders a letter signed by Dr Birnie who, he believed was the director of the Goenoeng Batoe Besar company of which Malayan Collieries held the shares and who was consequently more or less under the control of Malayan Collieries and its managing agents. The letter was as follows: “To the Managing Director, the Eastern Mining and Rubber Co., Ltd Singapore. Dear Sir, I have arrived this morning in Singapore and one of the purposes of my visit is to ensure the appointment of Mr. Tan Chong Khee and Mr. J A Russell as Directors of the eastern Mining and Rubber Co ltd. I wish to impress upon you that these two gentlemen must be appointed and if you do not do so I shall take action under Articles 59 and 60 and have a meeting called. Another matter which has brought me here is the letter of the 18 August signed by Mr. Tan Chong Chew. The document sent therewith and which purports to be a copy of a letter confirmed by me is a false document. I have in my possession the actual document signed nearing the signature of you and me and I propose consulting Messrs Drew and Napier with reference to this matter. In my letter of the 21st ult I requested you to hand over my certificate for 350 shares. You have neither handed me the certificate nor replied to that part of my letter. I demand that you give me immediate possession of my certificate. As regards your letter of the 7th inst in which you state there are now 50 shareholders I cannot understand how this can be as you issued 4,000 shares in the name of the Maatschappi Telok Pamoekan and that Company has never transferred any of these shares and have at present no intention of or desire to do so. Yours Faithfully, (signed) W Birnie” -1. The next day, said Mr. Peck, Mr. J. A. Russell was appointed director of the Eastern Mining and Rubber Co. Ltd. At the first board meeting after his appointment, Mr. Russell attended accompanies by his lawyer, Mr. Shearn, while the company’s solicitor was not present. It was at that meeting, held on 10th of October 1922, that resolutions were passed to withdraw the Company’s support from Mr. Peck, and to claim repayment of the unexpended balance of their contribution of $2,400. Before he sat down, Mr. Peck asked if he could see the proxies of the other side. He had to deposit his proxies, and on the previous occasion he was not allowed to see the proxies of the other side. It was only fair that he should be allowed to see them. -1. The Chairman: No harm in your seeing the proxies, but you have no right to see them. However you can see them if you want to. -1. Mr. Peck: Thank you. Continuing he said that he thought shareholders ought to know that about 46,000 shares of Mr. Russell had been transferred to Messrs. Povis and Benson at the Mercantile Bank. -1. The Chairman said that in regard to the meeting of the Eastern Rubber and Mining Co., they did not know anything about it. -1. Mr. Shearn: My name has been mentioned. -1. Mr. Hopson Walker (interrupting): Is this meeting attended by shareholders only? -1. Mr. Shearn: I am a shareholder. He went on to say that his name had been mentioned in connection with the Eastern Rubber and Mining Co., Ltd., “I may say that I was invited by, I think all the directors of the Company, to attend to put some facts relating to Mr. Russell’s case before that Board. Mr. Peck had had the advantage of interviewing the Board and putting his case before the Board. As a result of my visit they gave a proxy to the directors and withdrew it from Mr. Peck. They obviously came to the same conclusion as the Referees came to when they knew all the facts. As regards any suggestion that pressure was brought to bear, as a matter of fact Mr. Russell and two other gentlemen were put on the Board of that Company by Shareholders representing 60 or 70 per cent of that Company. The suggestion that Mr. Russell should join the Board did not originate lately but a long time ago. -1. Mr. Hopson-Walker: It is perfectly clear that the directors have a 51 per cent, controlling power in this company therefore it is a waste of time to go into details. I represent one of the minority. The minority should not allow this resolution to pass without voicing dissent. A claim has been made that this 51 per cent controlling majority have appropriated a sum amounting to something over one third of the subscribed capital of the company for the benefit of some one or all of the members of that majority, and to the exclusion of the minority. The minority object to that and all that this meeting is for is to count the various proxies. Anything I say is not going to influence one single vote, but I do say that this is a matter which should be fought out before an independent tribunal. I unhesitatingly support Mr. Peck in his action, and oppose that of the directors. The claim against the company is only for disclosure. It is not a claim for heavy damages. The Company can if it wishes to give full disclosure, allow that disclosure to be given, and the costs which fall upon the Company and incidentally on the shareholders will be very small indeed. I do not think Mr. Peck will be inconvenienced at all by the costs to which the company will be put. But if the Company is going to throw its weight into suppressing this suit, the costs may be heavy, and I think it is a highly improper thing for the Company to do. -1. Dr Crago: Mr. Chairman, as a non-legal mind, and rather bewildered shareholder, I would like to ask a few points. At the last meeting we were told to vote on a question where the Directors had decided there was no legal case for action. Then further on in the meeting we were told to vote on a question where the Directors had decided that there was no legal cause for action. Then further on in the meeting we were told that the directors had taken no legal advice on the subject. What is their own opinion? -1. Chairman: The Company as a company did not take legal advice, but Mr. Brash as a director, and myself as a Director, had taken legal advice. -1. Dr Crago: With all the proxies and letters it is very bewildering and as Mr. Russell has seen fit to relinquish his position as chairman of the Company I take it that his advice has not been given? -1. Chairman: Mr. Russell has not attended any meeting since the last general meeting and his advice has not been asked for. -1. Dr Crago: At the last meting Mr. Bannon said he did not know in what position the Company was going to act, whether as plaintiff or defendant, since that meeting the Company has evidently become a defendant. Am I right? -1. Mr. Bailey: At that time assuming leave was given to sue on the plaint, the Company were inserted as defendants. The object of the reference to the referees was to decide what position of the Company was going to be. If the Referees said there was proper action then there was no doubt that the Company would become plaintiff, otherwise they remained defendants. -1. Dr Crago: In regard to the question of the non disclosure of this Referee'’ report, I would like to know if there is no middle position the Company could take- not being a plaintiff or a defendant? -1. Mr. Bailey: I am afraid no. the Company must be either plaintiff or defendant. There is no middle course. -1. Mr. Hopson walker: I submit that there is. -1. Mr. Bailey: I say no. -1. Dr Crago: Will the chairman give a definite reason that it definitely prejudices the case. -1. Chairman: The referees definitely refused to allow us to publish the report. The report was sent to the Company’s solicitors to be set to the independent Directors. The following day Mr. Brown was down here and told us that the report could not be published. Then we wrote to them and asked then whether we could publish their findings. They refused to allow us to do that as the matter was before the court. We are very sorry that the report could not be published. We quite realize that it would have been much better if the report could have been published. -1. Dr Crago: Does it prejudice the Company’s case by publication? If there is something in that report that they want to suppress is it suppressed on behalf of the Company? -1. Mr. Bailey: There is nothing in the report that the Directors wish to suppress in any sort of way, but the referees themselves do not wish the findings to be disclosed as the case is sub- judice. Their findings may be incorrect and they do not wish to prejudice either side or anything. -1. Dr Crago I voted in favour of the Referees thinking that the findings would be given to the shareholders. Now it seems to be camouflaged and hushed up I cannot see that your reply will satisfy the minority that the publication of this report is going to prejudice either side. -1. Mr. Bailey: That is the attitude the referees have taken up in this matter. -1. Mr. Peck: How do you explain the fact that you have published one portion of the report and that portion most likely to prejudice my suit? -1. Mr. Bailey: Not at all. That was the only thing we would have published in an advisory capacity. Mr. Peck: The referees were appointed to make inquiry and report as to whether further steps should be taken- have they advised any further steps? The information given to shareholders is one sided at present. -1. Mr. Bailey: This is simply the position the Company finds itself in. -1. Mr. Shearn: The Referees advised that the Company should not associate itself with Mr. Peck. -1. Mr. Peck: Some shareholders would draw conclusions from that. -1. Mr. E.T.C. Garland: I have taken no part in this matter either one way or the other. I have very carefully read Mr. Peck’s view of the matter, and as an independent shareholder I rather resent that Mr. Peck should take this case against the Company, I fail to see what his ground are. I am quite satisfied with Directorate and I naturally and confidently believe they are doing their duty. I fail to see why Mr. Peck should bring up all this matter. -1. Mr. Peck: I should like to point out that the action is not against the Company but really on behalf of the Company. It was my desire that the Company should be plaintiffs. -1. Mr. Hopson Walker: The Company has aright to demand that it be made plaintiffs. -1. Dr Crago: Mr. Hopson Walker assures me that there is a middle course, that the company need not be either plaintiffs or defendants. I would like to know if any legal advisors opinion had been asked in the matter. -1. Mr. Bailey: I disagree with Mr. Hopson Walker’s view of the matter. -1. Mr. Hopson Walker: before Mr. Bailey disagrees I think I should put my own view forward rather than through Dr Crago. There is no claim for money or anything except to produce its documents. The middle course is for the company to remain a defendant and to grant what is asked of it that is to grant discovery. -1. Mr. Bailey; that is there intention. The position is we remain neutral. We should only be there for discovery. -1. Mr. Hopson Walker: That being the position the directors take up, I regret that the Directors do not join Mr. Peck. -1. Mr. Bailey: they will have to offer such defence as they think necessary. Some form of defence will have to be put in. -1. Mr. Peck asked if Mr. Bailey’s statement meant that the Company means to give discovery documents to his solicitors. -1. Mr. Bailey: No obstruction will be put in your way, so far as I can see, I am not going to say what we are going to do. -1. Mr. Peck: That is an entirely different statement. -1. Chairman: Mr. Peck, you want a poll? -1. Mr. Peck: Yes -1. By the Secretary: -1. For: A.A. Hengeller, J. A. Russell, J.A. Russell and Co., A Grant Mackie, E.T.C. Garland, W.H Martin and B.J.B. Joaquim -1. Against; Dr. J. M. Crago, F. Peck, E.C. Wakefield and H. Hopson Walker. -1. Voting: -1. Against resolution by proxy.34.233 Present at meeting 1,283, = 35,516 -1. For resolution by proxy to the Directors 66,848, present at the meeting 4,603 = 71,451 -1. This does not include any of Mr. Russell’s shares. In addition there are 126,504 shares controlled by Mr. Russell. The resolution is passed 35,516 against, 197,955 for the resolution. Excluding Mr. Russell’s shares there is a majority of 35,935 -1. Mr. Peck: In the shares controlled by Mr. Russell do you include the Eastern Mining and Rubber Company’s shares or not? -1. Secretary: No -1. This terminated the proceedings. -1. (3977 words)

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 6 December 1922, Page 6 . In the Supreme Court, Kuala Lumpur, the hearing of the civil suit F. C. Peck versus J. A. Russell, J.A. Russell and Co. and Malayan Collieries Ltd., was fixed for the 18th. The suit Ng Hong Guan versus J. A. Russell has been put back to the January list.

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 14 December 1922, Page 6 . Mr. J. A. Russell, Archdeacon and Mrs. Swindell, H. E. Sir Neil Malcolm and Lady Malcolm were amongst those who left Kuala Lumpur for Singapore on Monday.

Untitled [Articles] (36 words) The Straits Times 16 December 1922, page 8 and The Singapore Free Press and Mercantile Advertiser (1884-1942), 18 December 1922, Page 6 Mr. F. C. Peck whose civil action against Mr. J. A. Russell, Messrs. J. A Russell and Co., and the Malayan Collieries, Ltd., is down for hearing on the 18th instant has arrived in Kuala Lumpur

Untitled [Articles] . . The Straits Times 19 Dec 1922 page 8 and The Singapore Free Press and Mercantile Advertiser (1884-1942), 20 December 1922, Page 6 Sir. Arthur Adams arrived in Kuala Lumpur on Sunday from Penang. He has been engaged as Counsel by Mr. J. A. Russell in the civil action brought against him by Mr. F. C. Peck, which is to come up for hearing in the Supreme Court on Monday.

THE MALAY MAIL, TUESDAY DECEMBER 19TH, 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS Raining Affidavits In the Supreme Court yesterday afternoon, in front of the Hon. Mr. Justice Farrer-Manby, the much discussed civil suit, in which Mr. Frederick Charles Peck is the Plaintiff, and Mr. John Archibald Russell, J.A. Russell and Coy., and The Malayan Collieries Ltd. are the Defendants, came up for hearing, many local residents being present in Court. Mr. Hastings was counsel for the Plaintiff who was present in Court. Sir Arthur Adams and Mr. E.D. Shearn appeared for defendants No. 1 and 2 and Mr. A.S. Bailey represented the Malayan Collieries Ltd. Mr. Hastings addressing his Lordship said: This is a suit by plaintiff, suing on behalf of himself and others, to recover the proceeds of what the plaintiff says was a wrongful sale by Mr. Russell to the Malayan Collieries Ltd. The case was put down for your Lordship’s hearing today, in consequence of my having received a letter from Mr. Shearn, in which he told me he was making a preliminary application on the ground that the plaint disclosed no cause of action. In a subsequent letter he informed me he wishes to proceed under Section 144 of chapter 14 of the Civil Procedure Code, and would ask Your Lordship to settle certain issues. Whether they are issues of law or fact, I confess I am not clear. No doubt counsel for the defendants will deal with that. I have been served with a large number of affidavits, in fact it has been raining affidavits during the last two days. Subject to argument, I do not admit, and cannot admit, any affidavits or evidence given by affidavits at this stage. His Lordship. Is there any question regarding these affidavits? Sir A. Adams. Yes, my Lord. We have filed some. Whether we use them or not, will be a matter for your Lordship to settle. His Lordship. This is put down for certain issues to be tried. I am quite in the dark at to what the Court is asked to decide. Mr. Hastings. They want the case thrown out, because they say the plaint does not disclose a case. I understood that it was put down for the Defendants to apply to this Court, on the ground that the plaint discloses no cause of action. On Wednesday last I received a letter from Mr. Shearn, enclosing two issues, which he proposed to ask your Lordship to settle. They are, firstly, whether upon the facts and allegations disclosed by the pleadings, the plaintiff is or is not entitled to maintain this suit; and secondly, assuming that the plaintiff is at all entitled to sue, whether or not his claim to relief is confined to recision of the contract, which is not the relief claimed in this suit. The whole of the afternoon was taken up in arguing the issues. At a certain period Sir Arthur Adams read to the Court the Statement of Plaint, and the Statement of Defence. The former we have already published. Following is the Statement of Defence.

(The following section from the M.M. is transcribed from the Straits Times: see below)

With regard to paragraph 1 of the plaint these defendants say that under the circumstances set out in paragraphs 17-25 hereof the said Frederick Charles Peck cannot maintain this suit at all and alternatively that paragraphs 19, 20 and 21 of the plaint do not disclose such allegations of fraud or other claims for relief as would entitle the plaintiff to sue in the form adopted herein. -1. 2. Paragraphs 2,3,4,5,17,18, and 24 of the plaint are admitted. -1. 3. These defendants require that the originals of documents referred to in the plaint be looked to for the terms thereof and the put the plaintiff to the strict proof of the same. -1. 4. Subject to paragraph 3 hereof these defendants deny that the document referred to in paragraph 9 of the plaint ever related or was intended to relate to the Goenoeng Batoe Besar or Pamoekan Bay property (hereafter referred to as “the said property”) and they dispute that it was ever understood to relate thereto or was used in connection therewith. -1. 5. Subject to paragraph 3 hereof these defendants deny that the letter of September 27, 1920 referred to in paragraph 10 of the plaint was written by the first defendant in his capacity of Chairman of the third defendants (herein after called the said Company) nor do they admit the interpretation put thereon by the plaintiff nor that it was read and understood by the said Ng Hong Guan in the sense pleaded in paragraph 10 of the plaint. -1. 6. Subject to paragraph 3 hereof these defendants deny t that the 1st defendant was acting in his capacity of chairman of the said company in connection with the matters alleged in paragraph 11 of the plaint. -1. 7. These defendants are unaware upon what date the option referred to in paragraph 11 of the plaint was reduced to writing but they believe it was so reduced on or about October 1, 1920. They allege that at no time was it the duty of them or either of them to give disclosure of such documents to any person or persons whatsoever and that no application has ever been made by the plaintiff or any other person either to them or either of them or to the said company for the inspection thereof. -1. 8. Each and every of the allegations contained in paragraphs 6,7,8,13,and 14 of the plaint are denied save as is herein after expressly admitted. These defendants say:- -1. (a) After prior discussions between the said Ng Hong Guan on September 27, 1920, in order to obtain indulgence in respect of a certain debt owing by him to the second defendant offered to sell them an option dated September 25, 1920, over the said property granted by the Eastern Mining and Rubber Company Limited which offer the first defendant refused to accept. -1. (b) The said Ng Hong Guan thereon volunteered to obtain an amended option upon the lines discussed between them, the first defendant and the said Ng Hong Guan which option the said Ng Hong Guan proposed to offer to the second defendants. -1. (c) The said Ng Hong Guan subsequently obtained an amended option over the said property dated October 1, 1920, and on October 3, 1920 sold it to the first defendant as a partner in the second defendants. The terms of the sale were reduced to writing by the first defendant and signed by the said Ng Hong Guan. -1. (d) One of the said terms of the sale was that the said Ng Hong Guan should give to the first defendant the full benefit of any better terms than were contained in the said option which the said Ng Hong Guan might be able to obtain. -1. (e) On October 4, 1920 the second defendants deposited in the Hong Kong and Shanghai bank, Kuala Lumpur, $60,000 of their own monies being the option money payable for the exercise of the said option of October 1, 1920 -1. (f) The said option of October 1, 1920 was varied as a consequence of the said Ng Hong Guan’s agreement to obtain better terms as pleaded in sub paragraph (d) hereof. -1. (g) On October 6, 1920, the said Ng Hong Guan brought to the first defendant the said amended option which was dated October 5, 1920, and is the option referred to in paragraph 6 of the plaint herein. -1. (h) The first defendant by a letter dated October 6, 1920 accepted the said option of October 5 with the exception of a certain clause therein contained which provided for the sanction of the shareholders of the Eastern Mining and Rubber Company, Limited to the said option being obtained. -1. (i) Through the proceedings referred to in this paragraph these defendants acted as they were in law entitled to do in their personal capacities and not as managing agents and secretaries of the company, or otherwise in any way whatsoever as the agents or servants of the said company nor did the first defendant act in his capacity of chairman or as a director of the said company, nor was he under my(sic, any?) obligation in law to so act. -1. 9. The plaintiff is put to the proof of the matters referred to in paragraphs 15 and 16 of the plaint. These defendants deny that at any time it was their duty to make any disclosure as to the matters referred to in such paragraphs. -1. 10. These defendants deny each and every allegation contained in paragraph 19 of the plaint. They say that the said Ng Hong guan was not employed by the first defendant but that as pleaded in paragraph 8 hereof for his own purposes he sold to the second defendants: in their individual capacity and not as agents of the said company the said amended option of October 1, 1920, and the further amended addition thereof October 5, 1920 and that addition thereof of October 5 1920, and that the said option was by the said document of October 3, 1920, transferred by the said Ng Hong Guan to the first defendant as partner in the second defendants. These defendants further say that the second defendants were acting within their legal rights in acquiring for themselves the option as they did on October 3, 1920, as above pleaded and that having so acquired it they sold it to the said company upon November 23, 1920. The said sale to the Company was agreed to at a duly constituted meeting of the board of directors of the said company held on the said November 23, 1920 and the directors of the company who were present in the FMS with the exception of the first defendant who did not vote resolved as permitted by article 92 of the company’s said articles of association to acquire the said option from the second defendants. These defendants further submit that the said paragraph 19 discloses no ground of relief in as much as it is not charged that the fraud alleged was a determining ground of the transaction nor it charged that the concealment alleged was with the intent to deceive the board of directors or that it did deceive the board of directors. -1. 11. Paragraph 20 of the plaint is denied and in any case these defendants will contend that the allegations pleaded therein do not disclose a cause of action, it not being charged that the acts alleged were either in fraud of the company or in breach of trust of these defendants duty. -1. 12. In answer to paragraph 21 of the plaint these defendants deny that there has ever existed a duty upon them or either of them to make any fuller of other disclosure that they in fact did make prior to the purchase by the said company of the said option or that the profit made was a secret or wrongful profit the return of which can be recovered in thus suit and moreover that assuming such allegations be true it is not charged that the omission to make such full disclosure operated in fraud of the company. -1. 13. Each and every allegation contained in paragraph 22 of the plaint is denied. These defendants deny that any representation whatever was made by them or either of them to the directors or the shareholders of the said company prior to the purchase by the said directors of the said option as to the capacity in which Ng Hong guan was acting in relation to the acquisition of the option over the said property. -1. These defendants say that that the fact is that the said Ng Hong Guan acquired the said option on his own behalf for the purpose of selling same to the second defendants. -1. They deny that they have made any false or fraudulent representation or are still making any false or fraudulent representations as alleged in paragraph 22 of the pliant or at all. All the statements made by these defendants to the directors of the said company in relation to the said property at or before the said board meeting of November 23 1920, an subsequently thereto were true in substance and in fact. -1. 14. These defendants deny that as pleaded in the alternative in paragraph 22 of the plaint they or either of them fraudulently concealed at and prior to the said meeting of directors the fact that the said Ng Hong guan had been originally employed by the first defendant to act on behalf of the said company which fact is also denied. They say that as permitted by Articles 92 of the articles of association of the said company the second defendants sold the said option as principal, to the said company and that they acted in accordance with strict legal rights as such principals. -1. 15. Paragraph 23 of the plaint is not admitted. Theses defendants say that neither the said company nor the plaintiff has any claim against them, and that the claim for damages herein in so far as it is based on allegations contained in paragraph 22 of the plaint herein is ill founded and cannot be maintained. -1. 16. These defendants put the plaintiff to the strict proof of the statements contained in paragraph 25 of the plaint. -1. 17. With reference to paragraph 26 of the plaint these defendants deny that between them they own or control 70,296 shares of the 310,000 shares issued by the company in addition to the 77,000 shares which it is alleged in paragraph 24 of the plaint were allotted at the second defendants request. The number of shares held by these defendants on various material dates appears in the statement hereto marked 1. The figures set out in the column headed as at August 16, 1922, underwent no change throughout the whole of the period of the year 1922 prior thereto. -1. 18. Paragraph 27 of the plaint is denied these defendants say that at no time prior to the institution of the suit did the directors of the said company finally and unconditionally refuse to bring the same. During the month of June 1922, the said Frederick Charles Peck wrote to one Robert Peebles Brash of the directors suggesting that he the said Frederick Charles Peck should be appointed to conduct an enquiry and thereafter the said company should join the said Frederick Charles Peck in taking such action as under legal advice might be deemed desirable. -1. 19 The Board of directors of the said company after such letter had been received by Robert Peebles Brash enquired themselves fully into the matters alleged by the said Frederick Charles Peck and decided as a result of such enquiries that at that stage no action should be taken by the said company but that if such a course were desired by the said company the allegations should be referred for enquiry and report to certain independent referees as to whether action should be taken by the said company. -1. 20. On or about June 29, 1922, the said Frederick Charles Peck in company with the other shareholders of the said company was notified of this decision by a circular sent out by the board of the directors of the said company. The said circular stated that if the said referees should report that action should be taken a further meeting of the company would then be convened and authority would be asked to act in accordance with the recommendation of the referees. A copy of the said circular is attached marked 2. -1. 21. After the receipt of the said circular and before the date of the general meeting referred to in paragraph 22 hereof the said Frederick Charles Peck caused the plaint herein to be lodged in this honorable court and had lodged for application to bring suit. -1. 22 A general meeting of the said company was held on August 16, 1922, when the resolution contained in the notice of the meeting a copy whereof is attached hereto marked 3 was passed. -1. 23. The said referees have enquired into the matters referred to them and have advised the company not to associate itself with the said Frederick Charles Peck in this suit. -1. 24. On November 21, 1922, at a general meeting of the company the resolution shown in the minutes of the meeting a copy whereof is attached hereto, marked 4, was passed by a majority of over 35,000 votes exclusive of the vote in respect of shares owned or controlled by these defendants. -1. 25. The first defendant registered no vote as a director either upon the resolution of the directors that the allegations against these defendants were unfounded as referred to in the said circular, marked 2; or that the charges should be referred for enquiry to independent referees; or upon the selection of the referees whose names appear in the notice of the meting, marked 3. Neither of these defendants were consulted with regard to these matters.

Malayan Collieries. [Articles] The Straits Times, 20 December 1922, Page 9 Malayan Collieries. Litigation Before Supreme Court. . (From Our Own Correspondent.) Kuala Lumpur, December 18. In the Supreme Court, this morning, before Mr. Justice Farrer-Manby, a commencement was made in the civil action in which Mr. F. C. Peck, on behalf of himself and other shareholders of the Malayan Collieries, is suing Mr. J. A. Russell, J. A. Russell and Company and the Malayan Collieries Ltd., for the secret profits obtained over the purchase of the Malayan Collieries Borneo property. -1. Mr. Hastings of, of Messrs Lovelace and Hastings appears for the plaintiff, and Sir Arthur Adams and Mr. E. D. Shearn, of Pooley and Co., appear for the first and second defendants, while Mr. Bailey, of Messrs. Bannon and Bailey, appears for the third defendant. -1. The following is the statement of defence:- -1. The first and second defendants above named state as follows:_ -1. 1. With regard to paragraph 1 of the plaint these defendants say that under the circumstances set out in paragraphs 17-25 hereof the said Frederick Charles Peck cannot maintain this suit at all and alternatively that paragraphs 19, 20 and 21 of the plaint do not disclose such allegations of fraud or other claims for relief as would entitle the plaintiff to sue in the form adopted herein. -1. 2. Paragraphs 2,3,4,5,17,18, and 24 of the plaint are admitted. -1. 3. These defendants require that the originals of documents referred to in the plaint be looked to for the terms thereof and the put the plaintiff to the strict proof of the same. -1. 4. Subject to paragraph 3 hereof these defendants deny that the document referred to in paragraph 9 of the plaint ever related or was intended to relate to the Goenoeng Batoe Besar or Pamoekan Bay property (hereafter referred to as “the said property”) and they dispute that it was ever understood to relate thereto or was used in connection therewith. -1. 5. Subject to paragraph 3 hereof these defendants deny that the letter of September 27, 1920 referred to in paragraph 10 of the plaint was written by the first defendant in his capacity of Chairman of the third defendants (herein after called the said Company) nor do they admit the interpretation put thereon by the plaintiff nor that it was read and understood by the said Ng Hong Guan in the sense pleaded in paragraph 10 of the plaint. -1. 6. Subject to paragraph 3 hereof these defendants deny t that the 1st defendant was acting in his capacity of chairman of the said company in connection with the matters alleged in paragraph 11 of the plaint. -1. 7. These defendants are unaware upon what date the option referred to in paragraph 11 of the plaint was reduced to writing but they believe it was so reduced on or about October 1, 1920. They allege that at no time was it the duty of them or either of them to give disclosure of such documents to any person or persons whatsoever and that no application has ever been made by the plaintiff or any other person either to them or either of them or to the said company for the inspection thereof. -1. 8. Each and every of the allegations contained in paragraphs 6,7,8,13,and 14 of the plaint are denied save as is herein after expressly admitted. These defendants say:- -1. (a) After prior discussions between the said Ng Hong Guan on September 27, 1920, in order to obtain indulgence in respect of a certain debt owing by him to the second defendant offered to sell them an option dated September 25, 1920, over the said property granted by the Eastern Mining and Rubber Company Limited which offer the first defendant refused to accept. -1. (b) The said Ng Hong Guan thereon volunteered to obtain an amended option upon the lines discussed between them, the first defendant and the said Ng Hong Guan which option the said Ng Hong Guan proposed to offer to the second defendants. -1. (c) The said Ng Hong Guan subsequently obtained an amended option over the said property dated October 1, 1920, and on October 3, 1920 sold it to the first defendant as a partner in the second defendants. The terms of the sale were reduced to writing by the first defendant and signed by the said Ng Hong Guan. -1. (d) One of the said terms of the sale was that the said Ng Hong Guan should give to the first defendant the full benefit of any better terms than were contained in the said option which the said Ng Hong Guan might be able to obtain. -1. (e) On October 4, 1920 the second defendants deposited in the Hong Kong and Shanghai bank, Kuala Lumpur, $60,000 of their own monies being the option money payable for the exercise of the said option of October 1, 1920 -1. (f) The said option of October 1, 1920 was varied as a consequence of the said Ng Hong Guan’s agreement to obtain better terms as pleaded in sub paragraph (d) hereof. -1. (g) On October 6, 1920, the said Ng Hong Guan brought to the first defendant the said amended option which was dated October 5, 1920, and is the option referred to in paragraph 6 of the plaint herein. -1. (h) The first defendant by a letter dated October 6, 1920 accepted the said option of October 5 with the exception of a certain clause therein contained which provided for the sanction of the shareholders of the Eastern Mining and Rubber Company, Limited to the said option being obtained. -1. (i) Through the proceedings referred to in this paragraph these defendants acted as they were in law entitled to do in their personal capacities and not as managing agents and secretaries of the company, or otherwise in any way whatsoever as the agents or servants of the said company nor did the first defendant act in his capacity of chairman or as a director of the said company, nor was he under my(sic, any?) obligation in law to so act. -1. 9. The plaintiff is put to the proof of the matters referred to in paragraphs 15 and 16 of the plaint. These defendants deny that at any time it was their duty to make any disclosure as to the matters referred to in such paragraphs. -1. 10. These defendants deny each and every allegation contained in paragraph 19 of the plaint. They say that the said Ng Hong guan was not employed by the first defendant but that as pleaded in paragraph 8 hereof for his own purposes he sold to the second defendants: in their individual capacity and not as agents of the said company the said amended option of October 1, 1920, and the further amended addition thereof October 5, 1920 and that addition thereof of October 5 1920, and that the said option was by the said document of October 3, 1920, transferred by the said Ng Hong Guan to the first defendant as partner in the second defendants. These defendants further say that the second defendants were acting within their legal rights in acquiring for themselves the option as they did on October 3, 1920, as above pleaded and that having so acquired it they sold it to the said company upon November 23, 1920. The said sale to the Company was agreed to at a duly constituted meeting of the board of directors of the said company held on the said November 23, 1920 and the directors of the company who were present in the FMS with the exception of the first defendant who did not vote resolved as permitted by article 92 of the company’s said articles of association to acquire the said option from the second defendants. These defendants further submit that the said paragraph 19 discloses no ground of relief in as much as it is not charged that the fraud alleged was a determining ground of the transaction nor it charged that the concealment alleged was with the intent to deceive the board of directors or that it did deceive the board of directors. -1. 11. Paragraph 20 of the plaint is denied and in any case these defendants will contend that the allegations pleaded therein do not disclose a cause of action, it not being charged that the acts alleged were either in fraud of the company or in breach of trust of these defendants duty. -1. 12. In answer to paragraph 21 of the plaint these defendants deny that there has ever existed a duty upon them or either of them to make any fuller of other disclosure that they in fact did make prior to the purchase by the said company of the said option or that the profit made was a secret or wrongful profit the return of which can be recovered in thus suit and moreover that assuming such allegations be true it is not charged that the omission to make such full disclosure operated in fraud of the company. -1. 13. Each and every allegation contained in paragraph 22 of the plaint is denied. These defendants deny that any representation whatever was made by them or either of them to the directors or the shareholders of the said company prior to the purchase by the said directors of the said option as to the capacity in which Ng Hong guan was acting in relation to the acquisition of the option over the said property. -1. These defendants say that that the fact is that the said Ng Hong Guan acquired the said option on his own behalf for the purpose of selling same to the second defendants. -1. They deny that they have made any false or fraudulent representation or are still making any false or fraudulent representations as alleged in paragraph 22 of the pliant or at all. All the statements made by these defendants to the directors of the said company in relation to the said property at or before the said board meeting of November 23 1920, an subsequently thereto were true in substance and in fact. -1. 14. These defendants deny that as pleaded in the alternative in paragraph 22 of the plaint they or either of them fraudulently concealed at and prior to the said meeting of directors the fact that the said Ng Hong guan had been originally employed by the first defendant to act on behalf of the said company which fact is also denied. They say that as permitted by Articles 92 of the articles of association of the said company the second defendants sold the said option as principal, to the said company and that they acted in accordance with strict legal rights as such principals. -1. 15. Paragraph 23 of the plaint is not admitted. Theses defendants say that neither the said company nor the plaintiff has any claim against them, and that the claim for damages herein in so far as it is based on allegations contained in paragraph 22 of the plaint herein is ill founded and cannot be maintained. -1. 16. These defendants put the plaintiff to the strict proof of the statements contained in paragraph 25 of the plaint. -1. 17. With reference to paragraph 26 of the plaint these defendants deny that between them they own or control 70,296 shares of the 310,000 shares issued by the company in addition to the 77,000 shares which it is alleged in paragraph 24 of the plaint were allotted at the second defendants request. The number of shares held by these defendants on various material dates appears in the statement hereto marked 1. The figures set out in the column headed as at August 16, 1922, underwent no change throughout the whole of the period of the year 1922 prior thereto. -1. 18. Paragraph 27 of the plaint is denied these defendants say that at no time prior to the institution of the suit did the directors of the said company finally and unconditionally refuse to bring the same. During the month of June 1922, the said Frederick Charles Peck wrote to one Robert Peebles Brash of the directors suggesting that he the said Frederick Charles Peck should be appointed to conduct an enquiry and thereafter the said company should join the said Frederick Charles Peck in taking such action as under legal advice might be deemed desirable. -1. 19 The Board of directors of the said company after such letter had been received by Robert Peebles Brash enquired themselves fully into the matters alleged by the said Frederick Charles Peck and decided as a result of such enquiries that at that stage no action should be taken by the said company but that if such a course were desired by the said company the allegations should be referred for enquiry and report to certain independent referees as to whether action should be taken by the said company. -1. 20. On or about June 29, 1922, the said Frederick Charles Peck in company with the other shareholders of the said company was notified of this decision by a circular sent out by the board of the directors of the said company. The said circular stated that if the said referees should report that action should be taken a further meeting of the company would then be convened and authority would be asked to act in accordance with the recommendation of the referees. A copy of the said circular is attached marked 2. -1. 21. After the receipt of the said circular and before the date of the general meeting referred to in paragraph 22 hereof the said Frederick Charles Peck caused the plaint herein to be lodged in this honorable court and had lodged for application to bring suit. -1. 22 A general meeting of the said company was held on August 16, 1922, when the resolution contained in the notice of the meeting a copy whereof is attached hereto marked 3 was passed. -1. 23. The said referees have enquired into the matters referred to them and have advised the company not to associate itself with the said Frederick Charles Peck in this suit. -1. 24. On November 21, 1922, at a general meeting of the company the resolution shown in the minutes of the meeting a copy whereof is attached hereto, marked 4, was passed by a majority of over 35,000 votes exclusive of the vote in respect of shares owned or controlled by these defendants. -1. 25 the first defendant registered no vote as a director either upon the resolution of the directors that the allegations against these defendants were unfounded as referred to in the said circular, marked 2; or that the charges should be referred for enquiry to independent referees; or upon the selection of the referees whose names appear in the notice of the meting, marked 3. Neither of these defendants were consulted with regard to these matters. -1. Two issues Involved. -1. Mr. Hastings in opening, said that the defence wished to settle certain issues and wished his Lordship to proceed under section 144. He had been served with a large number of applications, but he was quite in the dark as to what the defence were after. -1. Sir Arthur Adams said that his intention was to argue two issues. If those issues were argued they would be able to say whether the plaintiff was entitled to sue them. The trial on those issues would be quite sufficient. The first point, however was to find out whether these issues were to be considered. He then went on to quote certain authorities, citing five instances where in similar cases plaintiff’s tights to sue were disposed of. -1. Counsel then read Mr. Peck’s plaint and the defence, after which he said that it is admitted by the plaintiff that there are over two to one votes in shares against the plaintiff. -1. Mr. Hastings strenuously denied it. He said they had made no such admission. -1. Sir Arthur said, however, that they were to be considered. He then went on to say that a mere charge of fraud against a managing director did not enable a shareholder to take action. The proper party to do so was the company. If the company did not sue the shareholders were not able to do so unless by a majority of votes. He (counsel) could not go further than that as his affidavit had not been made, but if his Lordship read the affidavit he would know the exact circumstances. Continuing, he said that they proposed to show in time that plaintiffs was entirely wrong in his claims. -1. The case is proceeding. -1. (2825 words)

Untitled [Articles] -1. (102 words) The Straits Times 21 December 1922 page 8 Argument in the two issues already mentioned, was continued today at the KL supreme court before Mr Justice Farrer-Manby throughout the whole of Wednesday, in the case in which Mr. F. C Peck is suing Mr. J. A. Russell, J. A. Russell and Co. and Malayan Collieries Ltd., Sir Arthur Adams citing numerous authorities to show that Mr. Peck as a shareholder in the company is not entitled to sue the company independently of the directors. Mr. Hastings for the plaintiff, contends that as the directors for some reason or other have refused to sue, his client is perfectly justified in taking the action.

The Straits Times, 21 December 1922, Page 7 Page 7 Advertisements Column 4 Malayan Collieries Second Interim Dividend of 5%

THE MALAY MAIL, THUSDAY DECEMBER 21ST , 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS The Letter of Authority The following is a continuation of the above Civil Suit which follows on from where our report left off yesterday. Sir A. Adams in commenting on the rules he had just read said: If the court agrees to adopt this procedure, we confidently maintain that the plaintiff has no right to sue, and there will be no necessity to go on with a very lengthy and expensive hearing, or at least, the preparation of such lengthy and expensive hearing, which can be obviated, and that is the reason that there is such a prevision in our procedure. If there is a good preliminary point we take the earliest possible opportunity to avoid the weighty procedure of going through the trial, where at any rate this point would have to be taken at the outset. Both parties by this procedure save all the expense of the preparation of the whole case for trial. His Lordship: To some extent that was dealt with on the ex parte application. As far as I can remember Mr. Hastings, in chambers, took up this point, and I said I would grant the application to bring this suit ex-parte. I understood they had agreed that the point would be taken at the very earliest opportunity and that there would be no objection to take this preliminary point. Sir A. Adams: 1st and 2nd defendants were not present. It was entirely ex parte. Although the Home authorities wording is not the same as our Civil Procedure Code, Sections 145-147 of our Code practically bring the law into line with those that obtain at Home. Counsel then read as follows: - Section 144. Issues arise when a material proposition of fact or law is affirmed by one party and denied by another. (ii) Material propositions are those propositions of law or fact which a plaintiff must allege in order to show a right to sue or a defendant must allege in order to constitute the defence. (iii) Each material proposition affirmed by one party and denied by the other must form the subject of a distinct suit. (iv) Issues are of two kinds (1) issues of fact (2) issues of law. (v) At the first hearing of the suit the Court may, if it thinks fit, after reading the plaint and the written statements, if any, and after such examination of the parties as may appear necessary, ascertain upon what material propositions of fact or of law the parties are at variance and thereupon proceed to frame and record the issues on which right decision of the case appears to the Court to depend. In regard to Section 145 this is the procedure we shall ask to be adopted here, it reads: Where issues both of law and of fact arise in a suit in which issues have been framed and recorded under subsection (v) of section 144 and the Court is of opinion that the case or any part thereof may be disposed of on the issues of law only, it shall try those issues first, and for that purpose may, if it thinks fit, postpone the settlement of the issues of fact until after the issues of law have been determined. 146. The Court may frame the issues from all or any of the following materials: (a) Allegations made on oath by the parties, or by any persons present on the behalf, or made by the subscriptions of the parties. (b) Allegations made in the plaint or in written statements (if any) tendered in the suit, or in answer to interrogatories delivered in the suit. (c) The contents of documents produced by either party. Counsel said that upon that he materially based his application. 147. If the Court, in any case where it decides to frame and record issues, is of opinion that the issues cannot be correctly framed without the examination of some person not before the Court, or without the inspection of some document not produced in that suit, it may adjourn the framing of the issues to a future day, to be fixed by the Court, and may (subject to the provisions of any law for the time being in force) compel the attendance of any person or the production of any document by the person in whose possession or power, it is by summons or other process. Counsel: On those two sections I submit, my lord, this will ultimately settle the case, in which case the court will find the submission of evidence of extreme use. Counsel then read section 3 on page 382 and said: This case is now in the list for hearing although originally the summons was issued last October. On the 4th of this month the case was mentioned and adjourned for to-day for final disposal. Counsel then cited Sections 193 and 194 of the Civil Procedure Code in the chapter dealing with the admission of affidavits. It is absolutely within the power of the courts to admit these affidavits but I am not permitted to ask Your Lordship for a ruling on the point until Your Lordship sees the use which is to be made of them. I may refer to one Indian case 22 Sutherland Weekly Reports P. 416. Continuing counsel asked his Lordship to determine the case if he was satisfied with the evidence produced. If the other side should submit that the whole of the case is answerable then that is another matter. We have now before the court all the material to enable your lordship to dispose of the case. Then your lordship can dispose of the issues. At this stage counsel read the pleadings commencing with the plaint. In regard to the plaint counsel said that it was dated the 26th of July and he asked his lordship to bear it in mind as it was of some importance in regard to the subsequent proceedings. Having read the plaint, counsel read the statement of defence and said: We take this argument on the principle that all omitted facts are taken to be admitted. When I say facts that is a very different thing from allegations. Allegations do not entitle one to sue but facts do. Mr. Hastings said he did not agree. I should say that all allegations are admitted for this argument. Sir Arthur then read the letter of authority to apply for options as under: - ( Transcription of the letter of authority as from Straits Times see below)

Malayan Collieries, Ltd., Kuala Lumpur, September 27, 1920 -1. To Whom it may concern: This is to authorize Mr. Ng Hong Guan to apply for options over coal properties in the Dutch East Indies. For Malayan Collieries, Ltd., J. A. Russell, managing agents and secretaries. Exhibit ‘A’, October 5, 1920 -1. Option. -1. This option is given to Mr. Ng Hong Guan to send his representatives to prospect and report on the coal concession at Goenoeng Batoe Besar, Dutch Borneo of Messrs. Eastern Mining and Rubber Co., Ltd within a period of 5 weeks after the arrival at Goenoeng Batoe Besar of the steamer Nanyo Maru No 1 or any other first steamer on condition that he deposits the sum of $60.000 in the joint names of J A Russell and Eastern Mining and Rubber Co., Ltd., for the exercise of the option to acquire the following rights:- -1. (1) The right to work the Goenoeng Batoe Besar mine for the period of sixty years on the terms of the lease held by the eastern Mining Co., Ltd., on payment of (a) $600.000 in cash (b) $600.000 in shares in Messrs Malayan Collieries Ltd. At $30 a share. (c) To pay the Royalty to the eastern Mining and Rubber Company, Ltd. as per annexed schedule on the sliding scale according to output (d) The completion of this transaction is to take place two months after the exercise of the option by transferring the above mentioned $60.000 to the credit of Messrs. Eastern Mining and Rubber Company Ltd. (e) Should the option be exercised the sum of $60,000 shall be deducted from the price of the lease consideration, and should, at the end of this further period of two months the option not be exercised, the above mentioned sum shall be forfeited. (f) The option holder or sub –leaser undertake as an essential part of the contract to acquire the charter party relating to the steamer Nayo Maru No 1 on the same terms and conditions held by the eastern Mining and rubber co., Ltd., (g) To take over the labour force and refund proportionate amount of advances incurred by the eastern Mining and Rubber Co. Ltd. (h) to pay for at cost all materials, machinery and plant not yet used lying in store at the time and also for all materials, machinery and plant bought as shewn in our books as from July 1, 1920. (i) In respects to conform to conform to the conditions of the different leases and requirements of the Netherlands Indische Government, and to guarantee the Eastern Mining and Rubber Co. Ltd from all losses, claims or demands for breach of different conditions of the lease passed over to the sub leaser. (j) The sub -leaser will pay all the rents due to the Government and royalties of the Mine charged by the Government, also the taxes to be charged by the Netherlands Indische Government, now, or in future to be levied. (k) After the allotment of the 20,000 shares of Messrs. Malayan Collieries, Ltd., the Eastern Mining and Rubber Company, Ltd., has the right to nominate a director on the board of the Malayan Collieries, Ltd., and to appoint representatives to check the output of the mine. (l) To take over all the stock of coal already brought to the surface by the Eastern Mining and Rubber Co., Ltd., and shall be paid for at current market rate. (m) This option is, however, subject to the approval of the shareholders, which the directors will endeavor to obtain within the five weeks after the arrival of the steamer Nayo Maru No1 or any other first steamer at the mine at Goenoeng Batoe Besar. This option cancels all previous options. Eastern Mining and Rubber Co., Ltd., Sd. P. KENG SENG, managing Director.

MALAYAN COLLIERIES CASE. [Articles] -1. The Straits Times, 22 December 1922, Page 9 -1. MALAYAN COLLIERIES CASE. -1. Letter of Authority to Apply For Options. -1. During the hearing, before Mr. Justice Farrer-Manby in the Supreme Court, at Kuala Lumpur, of the civil action in which Mr. F. C. Peck, on behalf of himself and other shareholders of the Malayan Collieries, is suing Mr. J. A. Russell, J A Russell and Company and the Malayan Collieries Ltd., for secrets profits obtained over the purchase of the Malayan Collieries Borneo property, Sir Arthur Adams read the letter of authority to apply for options as under:- -1. Malayan Collieries, Ltd., Kuala Lumpur, September 27, 1920 -1. To Whom it may concern: This is to authorize Mr. Ng Hong Guan to apply for options over coal properties in the Dutch East Indies. For Malayan Collieries, Ltd., J. A. Russell, managing agents and secretaries. Exhibit ‘A’, October 5, 1920 -1. Option. -1. This option is given to Mr. Ng Hong Guan to send his representatives to prospect and report on the coal concession at Goenoeng Batoe Besar, Dutch Borneo of Messrs. Eastern Mining and Rubber Co., Ltd within a period of 5 weeks after the arrival at Goenoeng Batoe Besar of the steamer Nanyo Maru No 1 or any other first steamer on condition that he deposits the sum of $60.000 in the joint names of J A Russell and Eastern Mining and Rubber Co., Ltd., for the exercise of the option to acquire the following rights:- -1. (1) The right to work the Goenoeng Batoe Besar mine for the period of sixty years on the terms of the lease held by the eastern Mining Co., Ltd., on payment of (a) $600.000 in cash (b) $600.000 in shares in Messrs Malayan Collieries Ltd. At $30 a share. (c) To pay the Royalty to the eastern Mining and Rubber Company, Ltd. as per annexed schedule on the sliding scale according to output (d) The completion of this transaction is to take place two months after the exercise of the option by transferring the above mentioned $60.000 to the credit of Messrs. Eastern Mining and Rubber Company Ltd. (e) Should the option be exercised the sum of $60,000 shall be deducted from the price of the lease consideration, and should, at the end of this further period of two months the option not be exercised, the above mentioned sum shall be forfeited. (f) The option holder or sub –leaser undertake as an essential part of the contract to acquire the charter party relating to the steamer Nayo Maru No 1 on the same terms and conditions held by the eastern Mining and rubber co., Ltd., (g) To take over the labour force and refund proportionate amount of advances incurred by the eastern Mining and Rubber Co. Ltd. (h) to pay for at cost all materials, machinery and plant not yet used lying in store at the time and also for all materials, machinery and plant bought as shewn in our books as from July 1, 1920. (i) In respects to conform to conform to the conditions of the different leases and requirements of the Netherlands Indische Government, and to guarantee the Eastern Mining and Rubber Co. Ltd from all losses, claims or demands for breach of different conditions of the lease passed over to the sub leaser. (j) The sub -leaser will pay all the rents due to the Government and royalties of the Mine charged by the Government, also the taxes to be charged by the Netherlands Indische Government, now, or in future to be levied. (k) After the allotment of the 20,000 shares of Messrs. Malayan Collieries, Ltd., the Eastern Mining and Rubber Company, Ltd., has the right to nominate a director on the board of the Malayan Collieries, Ltd., and to appoint representatives to check the output of the mine. (l) To take over all the stock of coal already brought to the surface by the Eastern Mining and Rubber Co., Ltd., and shall be paid for at current market rate. (m) This option is, however, subject to the approval of the shareholders, which the directors will endeavor to obtain within the five weeks after the arrival of the steamer Nayo Maru No1 or any other first steamer at the mine at Goenoeng Batoe Besar. This option cancels all previous options. Eastern Mining and Rubber Co., Ltd., Sd. P. KENG SENG, managing Director. (732 words)

THE MALAY MAIL, FRIDAY DECEMBER 22ND , 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS Interesting Correspondence The following is a continuation from our last issue, of the report in the above civil suit. Sir Arthur Adams next read Exhibit “D” which was a letter from J. A. Russell to Ng Hong Guan which was attached to the plaint. The letter read as follows September 27th 1920 Dear Mr. Hong Guan, With reference to your visit of this morning, I have considered the proposition which you put before me, and wish to say that though I am prepared to send an expert to prospect and report upon Goenoeng Batoe Besar, I consider the price asked is a high one. I am not anxious to obtain an option over the Goenoeng Batoe Besar property, because I have just secured one over Seboekoe. I understand that Seboekoe is more difficult to work than Goenoeng Batoe Besar, but the quality of the coal is about the same and the quantities are greater. We should have to spend more money in developing Seboekoe, but against this would be the fact that the price asked for Seboekoe is much cheaper than you and your friends require for Goenoeng Batoe Besar. Once Seboekoe were developed would be able to compete with Goenoeng Batoe Besar, and I would point out that although you are getting a very good prices at the present time for Goenoeng Batoe Besar coal, with competition these prices cannot continue- and I expect to see the price drop to about $15 a ton cif Singapore. Both Seboekoe and Goenoeng Batoe Besar coal are the same as Malayan Collieries coal, that is to say they are high class lignites or sub bitumous coal of the tertial measures. The two Borneo coals are better than our coal because they have less water and will store, and therefore can be used for shipping- but, if we briquette our coal, it can also be used for shipping, and a briquetting plant is now on its way out from England. In regard to ash, our coal is much superior to the Borneo coal, and while we have two seams each 30 to 40 feet thick, have an area of nearly 10.000 acres and over 1000 million tons of coal Goenoeng Batoe Besar appears to be a very small place and only contain 12 million tons of coal. Mr. Platt says that 12 millions should be confirmed by further investigation, and this means that we ought to do a good deal of prospecting. In view of the distance of the Goenoeng Batoe Besar from Kuala Lumpur, of the absence of prospecting work done on the property, and of the high price asked, and the further large amount of money we should need to sink in development, (say for the latter $1,500.000) we should want an option for at least six months. Yours sincerely (sgd) J. A. Russell. Sir Arthur then read other letters attached to the plaint and commented on them. He pointed out that the letter of authority was signed by Mr. J.A. Russell as Agent for the Malayan Collieries Ltd. but the other letters were not. Referring to paragraph 27 of the plaint he said it was absolutely unjustifiable when compared with paragraph 2 of the plaint. Here Counsel read paragraph 27, and said, one would have thought that there was set up a case of collusion between the plaintiff and the Company, but it is clear that collusion is not alleged. If it were a case of collusion the plaintiff would have a case of relief against the Directors. At any rate they would be necessary parties if he seeks to establish collusion, but it is hardly what he intended. They do not ask for relief. Presumably he makes no claims against the Directors because he has not made them parties to the action. The $1,720,000 I suppose is the difference between the price at which the defendant cleared the option and the price at which they were sold. Some question here arose how this was arrived at and Sir Arthur said he did not think it would be necessary to go into the question. He said there was a large profit. If it is bad for two million it is bad for half a million, he said. Sir Arthur then read the statement of defence of the 3rd defendants which was filed on the 15th December, 1922. The 3rd Defendant states as follows: - 1. Paragraph 1 of the plaint is admitted except that this defendant states that though the plaintiff purports to sue on behalf of himself and all other shareholders of the Company he is not in fact suing with the authority of the majority of such shareholders even excluding shares held by the 1st and 2nd defendants. As regards paragraph 2 of the plaint this Defendant admits that it is a company incorporated with limited liability in the Federated Malay States and that it is interested in the result of the suit to the extent that it is the proper party to receive any damages which might be recovered by the Plaintiff in this suit and for the purpose of giving such discovery to the plaintiff as may be ordered by the Honourable Court. 3. The statements contained in paragraphs 3.4.5 and 24 of the plaint are admitted. 4. None of the allegations contained in the paragraphs of the Plaint numbered 6 to 23 inclusive or 25 and 26 are admitted. 5. As to paragraph 27 of the Plaint this Defendant denies that, at that date when the plaintiff filed his plaint it refused to take action against the first and second Defendants or was endeavouring to obtain a majority vote from the shareholders to the effect that no action should be taken against the 1st and 2nd Defendants, and states that the Plaintiff never at any time made any application to the Company to take action. 6. This Defendant further states that as a result of the advice given to the Directors, other than the 1st Defendant, by the referees to whom the charges against the 1st and 2nd Defendants were referred for inquiry and report, an extraordinary general meeting of the Defendant Company, duly convened, was held on the 21st day of November last, when the shareholders by a majority of over 35,000 votes exclusive of the votes in respect of shares owned or controlled by the 1st and 2nd defendants resolved that they would not associate themselves with Mr. Peck as co-plaintiffs in this suit and that the Company should remain Defendants. As no relief is claimed against the Company this Defendant prays that in any event no costs be given against the Company, and in the event of the Plaintiff’s claimed being dismissed that the plaintiff be ordered to pay this Defendant’s costs of the suit. Malayan Collieries Ltd. (Sd) A.A. Henggeler, Director. Sir A. Adams went on to say referring to paragraph ?7 of the above defence that excluding the shares held or controlled by 1st and 2nd Defendants there was a majority of two to one against the plaintiff. Mr. Hastings: This is not admitted. I most strenuously object that it is so. It is to be proved at the trial. Sir A. Adams: Well I will leave it and content myself by saying there was a majority, but that is beside the question, because a director who is interested in a transaction although he cannot vote on the Board can vote at a meeting. Here counsel read the following circular dated the 28th of June: Dear Sir or Madam, You will observe from the accompanying report of the last Annual General Meeting of the Company that certain remarks were made at that meeting by a shareholder concerning the purchase by the Company of the Pamoekan Bay (Goenoeng Batoe Besar) property that Messrs. J.A. Russell and Co. acted as the agents of the Company in connection with the acquisition of the option over that property, and are therefore accountable to the Company for the profit derived by them out of the resale to the Company. Messrs. J.A. Russell and Co. have replied to this attack at considerable length and a print of their reply is, we understand, being sent to you contemporaneously with this letter. Your Board has with great care considered the charges which have been brought against Messrs. J.A. Russell and Co. in connection with the acquisition of the option. It has perused the documents in the matter, and has had the advantage of a long and detailed statement from Mr. J.A. Russell. The Board has unanimously decided that the allegation made against Messrs. J.A. Russell and Co. is unfounded, and that the Company has no legal cause of action against either Messrs. J.A. Russell and Co., or Mr. J.A. Russell personally. The Board however realises that this is a matter of very considerable importance, and it is obvious that the shareholders should not feel that their interests are in any way being neglected. The Board, although holding the view already stated as to the due discharge by Messrs. J.A. Russell and Co. of their duty, does not propose to rely upon its unsupported opinion. It has therefore decided to call a meeting of the Company, of which notice will be given within the next ten days, when the shareholders will be asked either to authorise the reference of the whole matter to independent referees, whose names will be submitted to the meeting or to endorse the opinion which the Board has formed that no action is necessary. Should the meeting decide that referees be appointed, these gentlemen will be requested to report to the Board whether action by it should be taken, or whether it is correct in thinking that no action is necessary. In the event of any steps being recommended, the Board will then convene a further meeting of the Company, and ask for authority to act in accordance with the recommendations of the referees. By order of the Board, J.A. Russell AND CO., Managing Agents and Secretaries. At the conclusion of its reading Sir Arthur said: And yet we have the allegation in the plaint that on the 26th of July the Directors had refused to take action. Although they expressed the opinion as they were bound to do they still wanted further inquiry. Counsel then read the resolution, which was put to a meeting of shareholders in Malayan Collieries Ltd. to appoint referees. Counsel then read paragraphs 23 and 24 of the plaint. He next read the resolution passed on the 16th of August which was attached to the defence as follows: - “That this meeting is in favour of the adoption of the proposal of the Board to the effect that notwithstanding the opinion which they have already formed that there is no legal cause of action against Messrs. J.A. Russell and Co. and/or Mr. J.A. Russell. the charges brought against Messrs. J.A. Russell and Co. and/or Mr. J.A. Russell, shall nevertheless be referred for inquiry and report as to whether further steps should be taken, to the following referees, all of whom have intimated their willingness to act viz: - The Hon. Mr. D.A.M. Brown, the Hon. Mr. A.N. Kenion and Mr. J.D. Kemp, and that if the said proposal of the Board be approved of by the Meeting the said referees shall be and are hereby duly elected as referees for the purposes herein before mentioned.” Counsel also read paragraph 25 of the plaint. His Lordship: At the time these referees were appointed the plaint had not been filed? Were these referees appointed from a legal standpoint only? You suggested that the plaint might be said to contain allegations of fraud against one of the Directors. Sir Arthur: If it does, how could they be able to examine the charge of fraud, against them. Surely three Referees are not going to examine the allegation of fraud against them. They were authorised by the Company to advise the Company and the Directors. His Lordship: Should you here expect the Directors to sit quiet? Sir A. Adams: I do not presume to say the charge is against the directors, paragraph 27 does read something like it. Some discussion followed here in regard to what the referees had to do and in reply to an observation made by the Judge, Mr. Hastings said: They have locked their report up in the safe. Sir A. Adams: We have not seen the report. His Lordship: What report are you referring to? Sir A. Adams: The report of the referees, my Lord. His Lordship: They made a written report? Sir A. Adams: Yes, my Lord. They have kept the report both from the plaintiff and myself. His Lordship: Are they to be put before the Court? Sir A. Adams: I do not know, my Lord. Mr. Hastings: That could be agreed to on discovery. Sir A. Adams here referred to the circular again and read portions of it. His Lordship: I take it that the allegation with which the Directors were charged is in paragraph 27 of the plaint. Sir A. Adams: There is no material allegation. It certainly could not be on the 28th of June. The 26th of July is the date on the plaint in the documents with your lordship. It is quite clear there is now no allegation of collusion against the Directors. The Directors suggested a reference to referees. They said: ”We are agreed that there is no charge against Mr. Russell, but it is quite possible you will not agree with us, therefore let this be referred to three referees; when we have got their report we will let the shareholders of the Company know. (To be continued)

THE MALAY MAIL, SATURDAY DECEMBER 23RD, 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS Rights of an Agent. Following is the continuation of our report in the above named civil suit: Sir A. Adams: It is true the Directors have that report as the meeting appointing the referees contemplated it should be. I say it is the referees who say that their report is not to be published because a certain matter is sub judice. It is not the fault of the Directors that the report is not published. It is obvious, my Lord, that the action of the plaintiff is an unwarrantable interference. Neither side can make use of that report. With reference to the Referees withholding publication of their report, it cannot be said that they were guilty of an improper action. I think it might fairly be put that a fair summary of the pleadings is that the plaintiff seeks to recover a large sum of money from the defendants because the defendants have defrauded the Company. Now the Company is composed of Directors and shareholders. If, of course, they (the plaintiff) had alleged, which is not alleged, that the Directors were in collusion, then the fraud would be against the Company. Some question here arose as to whether the Directors were charged with collusion, and Mr. Hastings said that was not alleged. “The Directors in fact will not take any action against the two defendants, that is all I can say. I do not say that they have conspired.” His Lordship: You say in paragraph 27 of the plaint, “the Directors of the said Company have refused to take action against the first and second defendants and are endeavouring to obtain a majority vote from the shareholders in the said Company to the effect that no action should be taken against the 1st and 2nd defendants. Mr. Hastings: I do not say this is brought against them. They were endeavouring to and they did manage to get it passed by Mr. Russell’s votes, and but for those votes it would have been defeated. Counsel was here referring to the resolution passed in the 16th of August. Sir A. Adams: We understand that the plaintiff is not alleging fraud by collusion, but that the Directors were unduly endeavouring to get the Company to come to the same conclusions as themselves. The allegation against the defendants is that they defrauded the Directors and the Company. We have it on the pleadings that the Directors deny that and that the majority of the Company deny that. No relief is claimed against any person but the first two defendants excepting discovery. Mr. Hastings: The only allegations your Lordship is entitled to take into consideration are the allegations in the plaint. His Lordship: Is that not on the plaint? Mr. Hastings: No, my Lord, in the defence. Sir A. Adams: The plaint was filed on the 26th of July and these events have taken place since. I shall provide more than one case where the court adjourns for the shareholders to vote on that question. I say everything should be enlarged. His Lordship: I am clearly in agreement with that but I think the best thing would be to try the case. Mr. Hastings: And clear the honour of Mr. Russell. His Lordship to Mr. Hastings: I was not thinking of that. That is a matter for him. To Sir Arthur: But that would be the easiest way, to try the case. I feel very strongly on these matters. You know in your own experience the muddle things get into where they do not go from start to finish. Sir A. Adams: I shall strongly and most strenuously hold to this to the end of the argument. This is essentially a case in which this course must be adopted. A mere charge of fraud against one Director and the manager and secretary, because that is what this charge amounts to, does not enable a shareholder to take action. The proper party to take action in such a case is the company, and unless the company will sue, the dissentient shareholder or shareholders are not entitled to do so. If there is any question whether the company should sue or not and there is a controversy, the proper way to ascertain that, in order to enable the dissentient parties to bring such an action, is to cause to be convened a general meeting specially for that purpose. As I say, the question is to be settled by a majority of votes on that resolution of which due notice was given. Such a course was perfectly open to plaintiff. He was given the opportunity to ascertain whether he could obtain such a majority but he has not done so and I think I may say he would not do such a foolish thing. I cannot go further at the moment because my affidavits have not been read, but, your Lordship, if these affidavits were read, would know what has taken place instead of Mr. Peck calling a meeting. Whatever may be plaintiff’s procedure we propose to show him that he is entirely wrong from beginning to end. Presumably he based his claim on three grounds. This claim of fraud is against the Chairman and the Managing Agents and secretaries because they obtained this option for the Pamoekan Bay property, as agents of the Malayan Collieries Ltd., alternatively, (i) If that was not actually the case they obtained it in such circumstances as to make them Trustees for the Company in respect thereof. (ii) That in any case the transfer was effected by the fraud of the 1st and 2nd defendants. His Lordship: You say that in any case they alleged that if they failed on the first two points a transfer was effected by the fraud of the 1st and 2nd defendants. Sir A. Adams: Our contention is that on neither of those three grounds can he sue unless supported by the majority of the shareholders after the refusal of the Directors. Now my Lord, it is admitted in law beyond all doubt that if an option be acquired by the Company under those circumstances, in either of those three cases the Company could recover if it thought fit. His Lordship: The Company could always recover on either of those three grounds. Sir A. Adams: Yes, my Lord. In this case the Company does not sue. The law says the shareholders cannot sue unless the Company sees fit. In this case the Company does not see fit. What is the law? An agent should account to his principals. It does not follow because J.A. Russell and Co. are managing agents for this Company that they are bound to account for every contract which they make. It is quite clear as to when an agent is bound to account for profit or to hand over any personal benefit he makes. It is perfectly well defined in Article 53 in Boustead’s on Agency, 4th Edition, page 147. No agent is permitted to acquire any personal benefit in the course or by the means of his agency without the knowledge and consent of his principal. Where a principal knows that his agent will receive remuneration from third persons in the course of the agency, and acquiesces in his so doing under a misapprehension as to the extent of the remuneration, such remuneration is not a benefit or profit acquired without the consent of the principal within the meaning of this Article, unless the agent misinformed or intentionally misled him as to the extent thereof, or, knowing that he laboured under such a misapprehension, neglected to correct it. Well, I will not go into this at length because, as I have just put it, even if this profit was obtained in the fraud of the Company, then the Company has the power to ratify and confirm any such contract. I am not going into the facts of the case. I do not admit that is so. I am only putting it so as to give your Lordship a clear view of the case. Mr. Russell’s honour has been inquired into and we are satisfied. His Lordship: I do not quite follow. Are you not going to elaborate this statement or are you going to leave it at that? Sir A. Adams: I could not hope that your Lordship would be satisfied at this stage. I would refer your Lordship to Paler, part 1 of the 11th edition. There we see the position of a Director. Counsel here cited from the authority named and said that it was impossible for the plaintiff to say in the case whether the director was accountable. (to be continued.)

F. C. PECK vs. RUSSELL AND OTHERS. [Articles] . The Singapore Free Press and Mercantile Advertiser (1884-1942), 25 December 1922, Page 4 . F. C. PECK vs. RUSSELL AND OTHERS . Raining Affidavits. -1. In the Supreme Court Kuala Lumpur, before the Hon. Mr. Justice Farrer -Manby, the much discussed civil suit, in which Mr. Frederick Charles Peck is the Plaintiff, and Mr. John Archibald Russell, J. A. Russell and Coy., and The Malayan Collieries Ltd. are the Defendants, came up for hearing, many local residents being present in Court. -1. Mr. Hastings was counsel for the Plaintiff who was present in Court. -1. Sir Arthur Adams and Mr. E. D. Shearn appeared for the defendants No. 1 and 2 and Mr. A. S. Bailey represented the Malayan Collieries Ltd. Mr. Hastings, addressing His Lordship said: This is a suit by plaintiff, suing on behalf of himself and others to recover the proceeds of what the plaintiff says was a wrongful sale by Mr. Russell to the Malayan Collieries Ltd. The case was put down for your Lordship’s hearing to-day, in consequence of my having received a letter from Mr. Shearn, in which he told me he was making a preliminary application, on the ground that the plaint disclosed no cause of action. In a subsequent letter he informed me he wishes to proceed under Section 144 of chapter 14 of the Civil Procedure Code, and would ask your Lordship to settle certain issues. Whether they are issues of law or fact, I confess I am not clear. No doubt counsel for the defendants will deal with that. I have been served with a large number of affidavits, in fact it has been raining affidavits during the last two days. Subject to argument, I do not admit, and cannot admit, any affidavits or evidence given by affidavits, at this stage. -1. His Lordship. Is there any question regarding these affidavits? -1. Sir A. Adams, Yes my Lord. We have filed some. Whether we use them or not, will be a matter for your Lordship to settle. -1. His Lordship. This is put down for certain issues to be tried. I am quite in the dark as to what the Court is asked to decide. -1. Mr. Hastings. They want the case thrown out, because they say the plaint does not disclose a case. I understand it was put down for the Defendants to apply to this court, on the ground that the plaint discloses no cause of action. On Wednesday last I received a letter from Mr. Shearn, enclosing two issues, which he proposed to ask your Lordship to settle. They are, firstly, whether upon the facts and allegations disclosed by the pleadings, the plaintiff is or is not entitled to maintain this suit; and secondly, assuming that the plaintiff is entitled to sue, whether or not his claim to relief is confined to recission of the contract which is not the relief claimed in this suit. -1. The whole of the afternoon was taken up in arguing the issues. At a certain period Sir. Arthur Adams read to the Court the Statement of the Plaint, and the Statement of the Defence. (M.M.) (296 words)

Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 25 December 1922, Page 6
 -1. . Mr. Grocutt, late of Majedie Estate, Johore, is temporarily acting as manager of Malayan Matches Ltd.

THE MALAY MAIL, WEDNESDAY DECEMBER 27TH, 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS Obligations of Directors. Following is a continuation of our report in the above named civil suit: Sir A. Adams addressed the Court at length on the position and obligations of Directors in the course of which he said: It is impossible to say in this case or in any other, whatever an Agent or a Director of a Company does, it must be taken as being done for and on behalf of the Company. The mere fact that a Director or Managing Agent is concerned in a contract does not connect that contract with the Company. The plaintiff has alleged because it was a large coal mining Company each Director and especially the Chairman and its Managing Secretaries from its inception became debarred from entering into any other contracts with reference to coal. In one of his allegations Plaintiff says, “By virtue of being a Director and Managing Agent at that time” therefore he acquired these contracts fraudulently. Having acquired these valuable coalfields they must have acquired them for their principals the Malayan Collieries Ltd., undoubtedly, because Malayan Collieries was primarily established for the working of coal. That was its principal object. If that is the contention, how much farther will he carry that argument. Counsel here referred to pages 2 and 3 of the Articles of Association of the Malayan Collieries Limited for the purpose of showing the objects for which the Company was established, and remarked:-One is almost amazed at the fertility of imagination which provided for the amount of vocations for the business of the Company. If the Plaintiff’s contentions were carried to its logical conclusions there would be no vocation open to Mr. J.A. Russell or to any other Director to accept, without the consent of the Board. They could not act as grocers, shipowners, farmers or cultivators. Mr. Hastings here raised an objection in regard to Sir Arthur quoting from the Articles of Association which he submitted had not been put in and therefore could not be taken as evidence. His Lordship: I should think it was not worth objecting to. Sir A. Adams: Apart from that, does plaintiff maintain that defendant having accepted a seat on the Board of Directors cannot carry on any dealings with the Company, and should thenceforth be regarded as Trustee to the Company and should not be in any way connected with business that has to do with the Company? Counsel here illustrated his point by reference to the formation of rubber companies out here a few years ago when a person could have been a Director of more than ten companies at a time. His Lordship: How does that bear on this case? He is Director, Agent and Secretary. Sir A. Adams: Shall we take Bousteads? They acquired two or three companies a day. Are they to be debarred from accepting these different agencies? Because this happens to be the only coal company in Kuala Lumpur, does that debar the firm which has been carrying on this kind of business before the Malayan Collieries was floated, from devoting its interests to other concerns. It does not matter whether Messrs Russell and Co. ought to have given this option over to Malayan Collieries when they got it. They did not do so, but they went and offered it to the Board of Directors as they had a perfect right to do, and the Board of Directors accepted it. Now because Mr. Peck does not approve of the terms on which they accepted it, he brings these charges of fraud against us and I suppose one of wholesale stupidity against the Board of Directors. Look at article 92 of the Articles of Association of the Company. His Lordship: I have read that. Sir A. Adams: Does not that my Lord, show the general principal that a Director of this Company can dispose of any contracts he has acquired to the Company upon merely informing the Board that he has an interest in the transaction. That, my Lord, is not an article which was introduced with a deep design so that Mr. Russell might possibly take advantage of such subsequent events as have transpired here. Counsel read Article 92, as follows: -No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company with any company or partnership, of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being such member so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established provided always that each Director shall forthwith disclose the nature of his interest in any contract or arrangement in which he is interested and shall not vote in respect of any such contract or arrangement but this provision as to not voting shall not apply to the agreement mentioned in clause 3 of the Articles or to any other agreement in connection therewith or to any matters arising thereout respectively. A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company, shall be sufficient disclosure under this article and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such firm or company aforesaid. Those articles are in set form, and were taken out word for word from the corresponding number of articles on page 731 of Palmer. It would not matter if they were specially written for the purposes of this Company. A company on formation can put practically what it likes into its Articles of Association. Counsel then went on to say why these clauses were inserted in the Company’s articles and to give the general principles that a Chairman or Manager follows. It is quite clear that a company can waive not only by its Articles of Association but by its decisions in general meetings, any such benefit which might otherwise have been vested in it. So much for the first ground. Now for the second as to whether he has obtained it in such circumstances as to constitute him a trustee. The Plaintiff apparently relies on a letter given to Ng Hong Guan written on the Company’s paper, but I would point out that was two days after the option had been given. All those circumstances and much more have been the subject of two exhaustive investigations. What is the allegation of fraud? Is it concealment of interest? That has been dealt with by reading article 92. It was the knowledge of all these facts which led the Board first of all to its own conclusion; then the reference to the referees who came to the same conclusion and finally to the majority of the shareholders who also came to that conclusion. (To be continued.)

THE MALAY MAIL, THURSDAY DECEMBER 28TH, 1922. SUPREME COURT F.C. PECK vs. J.A. RUSSELL AND OTHERS Company against Litigation Following is the continuation to yesterday’s report in the above civil suit: Sir A. Adams next referred to paragraph 27 of the plaint again and said, I submit that in this case the Directors have throughout adopted exactly the right course i.e., the course which the Courts have directed to be taken in cases when it had not been done already. They came to the conclusion that they had no cause for action, but said, let us all be advised by referees as to whether we should sue. They were advised by the referees, and it is submitted that the value of the Referees decision is at least equal to that of a very eminent counsel who was not in possession of all the facts. Then it was left to the shareholders to be decided. At the shareholders’ meeting Mr. Russell’s share was admitted but the resolution was not carried by Mr. Russell’s votes. The situation is undoubtedly this. The Company is against litigation. They declined to sue on either of the three grounds of action. The advisors of the Company have come to the conclusion that this is a matter of internal management of the Company. It is not a matter where a shareholder, because he sees fit to rush in as a sort of public prosecutor, should say to the Board of Directors:-I do not care the very smallest coin what anybody else thinks about this case, I am the captain of my side and my side is convinced that Mr. Russell has committed a very grave fraud, therefore, whatever reasons the Directors have for not taking action, I am going to teach them their business. It is not the first time that Mr. Peck has seemed to himself a great man of affairs. But the assets of a Company should not be wasted at the will of dissentient or obstinate shareholders unless there is something which entitles them to do so. There are exceptions to every rule. Unless they can show that the Board of Directors has acted oppressively or that the right of any shareholder is being affected in any way, the Court will not allow a single shareholder to sue on behalf of any other shareholder. The whole thing, my Lord, is summed up in Linley, Volume I, 6th Edition, Page 779. Counsel here referred his Lordship to the rule in Section 2 and quoted from it. At this stage some argument took place between Counsel and the Judge in regard to the right of having a question of this nature decided. Counsel contended that it was a right conferred on every defendant and his whole object in contending it was to save time. Sir A. Adams: I was putting it your Lordship that this is a case where the preliminary point will have to be settled. If it is not settled now it will have to be settled when the trial begins. This is a case where such a procedure must be followed, and in support cited the case of Foss vs. Harbottle from the English Law Reports and again drew attention to the Company’s Articles of Association and said that it was entirely within the power of the Directors themselves to purchase the property. Therefore, my Lord, I think that there can be no question that the act of the Directors in making this transaction was ultra vires or not. Whatever taint may be attached to the question of the original contract, by the terms of the contract, the Managing Director has power to deal with the Company by virtue of Article 92. Counsel next referred to the case of Atwool vs. Mereweather and said: -This was not an action against the agents of the company but an action against the promoters. It was a suit against the promoters and was not a matter of internal management. Having cited the case of Gray vs. Lewis, Sir Arthur said: - I think it is of the utmost importance to maintain the rule laid down in Mozley vs. Alston (which was also cited) and Foss vs. Harbottle, to which as I understand the only exception is where the controlling power is in the hands of the directors and the majority are directors and the majority are using their power for the purpose of doing something fraudulent against the minority who are overwhelmed by them. Counsel then read Lord Justice James’ judgement which he said emphasised the necessity of a shareholder not coming into court until he has failed to get or attempted to get proper authority from the Company. Reference was then made to the case of MacDougall vs. Gardiner and Sir Arthur said: - I think I may say that without exception, in all these cases, decisions are given upon interlocutory proceedings of this nature. The question of collusion of directors arose at this stage and Mr. Hastings said: What I admitted was that there was no fraud alleged against the Directors in so far as the money claimed against Mr. Russell is concerned. There is no collusion in the matter of the purchase. What is alleged is that for some reason the Directors are refusing to take action against Mr. Russell. His Lordship here referred to Lord James’ judgement and said: He sums it up there in the beginning, as follows, and quoted the passage and then said: - That is to say that nothing connected with internal disputes between the shareholders is to be made the subject of a suit by some other shareholder on behalf of himself and others unless there be something illegal, oppressive or fraudulent. Sir A. Adams: - That is what I am going to illustrate. Counsel here cited the case of Merrier vs. Hoopers Telegraph Works and said. That is a case in which the Board and Hooper who held this majority were taking the assets of the company to the exclusion of the minority. That is not this case by any means because the effect of this property having been purchased and not objected to by shareholders, the profit or loss goes to the whole body generally. There is no attempt to exclude a section. The case of Clinch vs. Financial Corporation was next cited. Counsel said this is a very strong case. It is one that shows that nothing done ultra vires can be made the subject of a suit by a separate shareholder. Some discussion followed and his Lordship said he did not dispute that such a suit could be brought ultra vires. Counsel next cited the case of Duckett vs. Gover which was an action to set aside an agreement permitting secret profit to the vendor to the company, brought in the name of one shareholder. Leave was given to amend and substitute name of Company. Mason vs. Harris was next cited as a case where fraud by directors and control by company was alleged. In this case we do not command a majority of votes. There is no allegation that we command a majority of votes. His Lordship: In this case we can leave out the defendant’s votes because without his votes you have a majority? Sir A. Adams:-It is true that Mr. Russell’s votes were recorded at the meeting where the first resolution was passed, but leaving all that out, I am anxious to prove and hold affidavits which have already been sworn, that the majority of votes was not held by Mr. Russell. Which Vote Carried the Day? Mr Hastings: That is not so, my Lord. At the first meeting in August the Directors’ resolution was carried by Mr. Russell’s votes, and if Mr. Russell had not voted, Mr. Peck would have carried the day. His Lordship: The vote of the alleged wrong-doers did carry the day? Sir Arthur agreed, and pointed out that in the case cited it was alleged that the directors aided and abetted the defendant, which was not the allegation in the present case. Considerable discussion, more or less of a technical nature followed, after which Sir Arthur cited the case of Silverlight vs. Silver and pointed out that in most of the cases quoted, the suits were against the whole Board of Directors. That is the distinction between these cases and the suit of Peck vs. Russell. My learned friend will not be able to produce a single authority where the suit was against one director unless fraud and collusion are alleged. If the plaintiff sought relief against the Directors, this preliminary point would not have been taken. Let fraud in as much as one likes but in case of fraud committed against the Company, the Company is the right and proper party to sue. It is no more open for a dissentient shareholder to sue in a case of fraud, than in connection with anything else. That is my case and I challenge my learned friend for the fifth time to quote any case to show he can. Counsel next referred to a case in No 2 Chancery division and asked his Lordship to notice the distinction between the two cases dealing with the fiduciary position of a director. It is impossible to say that this purchase was effected by Mr. Russell in a fiduciary relationship. His Lordship: it cannot possible be said he was in a fiduciary relationship. That article deals with one director who treated with the company. What about Agents? A discussion ensued as a result of his Lordship’s question in the course of which Sir Arthur said: -Unfortunately this is not a Court of morals. We are not in private life, we are in commercial life. If Mr, Russell could not sell the coal mine to the Company he could not sell them anything else. If he could not sell to Malayan Collieries, he could not sell to any other person, is their contention. Because he made so much they say the price is exorbitant. His Lordship: I always thought it was a fair price. Sir A. Adams: The Chinese valued it at one price, the Company at another, Mr. Russell was lucky to come in between. Although they may be entitled to set that agreement aside, it would be wrong to require the trustee to hand over the money which was the only consideration on which he agreed to give it up. Counsel next read the case of Ladywell Mining Co. v. Brooks after which his Lordship asked if recission was not possible in this case. Sir A. Adams: No, my Lord. His Lordship: If the Company had asked for recission at that time they could have got it? Sir A. Adams: They could have got it, my Lord. His Lordship: That would have been a good cause for action. Sir A. Adams: The form of action is misconceived in this case, as well as the right to sue, that is our contention. It is impossible for the plaintiff to sue for the recission of this contract. How can he do that without the consent of the whole Company? That is the only course of action. They cannot sue for profits unless there is a fiduciary relationship. The North-West Transport Company vs. Beaty case, was also cited, after which his Lordship said (with reference to the case and article 92.): -Do you say generally that if a Director has power under the Articles of Association to deal with the Company, then he cannot at the same time have any fiduciary relationship? Sir A. Adams: That is distinctly my contention. He is open by the Articles of Association to deal with the Company. He is for the purposes of that transaction divested of any fiduciary capacity. I should say that Lord Justice Baggeley is most emphatic that it is not a question of how he uses his votes. Some argument here arose as to the meaning of oppression, in the course of which Sir Arthur said that Mr. Russell did not attend the meeting as if it were an Irish one, with a revolver in his hand, whereupon Mr. Hastings said: - He went elsewhere with that kind of thing. Sir A. Adams: There is nothing oppressive in using his voting power. Further discussion then followed on the same point as well as on the question whether a large proportion of shares constituted oppression. Sir Arthur next cited the case of Bell vs. Earl and said: I want to repeat that the fraud alleged must be on the part of the majority of the company, not of any individual against whom a shadowy case of fraud is alleged. In every case I have quoted the charge is not a charge of fraud against the Directors who sold, but is a charge of oppression. If the minority are not being defrauded by the majority, then the only person to sue is the Company. I have quoted every case I can find from Foss vs. Harbottle, and I have read every case that is applicable at all, and they all state that in the case of anything ultra vires anyone can sue because the majority of a company cannot authorise anything ultra vires although it might be beneficial. If the Memorandum and Articles of Association do not permit of a thing to be dealt with then any shareholder can sue. His Lordship: You say the fraud must be the fraud of the majority of the Company and that the majority coerced the minority? Sir A. Adams: Yes, my Lord. If anything was done ultra vires it is done by the majority. His Lordship: And the minority can recover? Sir A. Adams: Yes, my Lord. Counsel here illustrated what he meant by pointing out that if a coal mining company wished, for example, to start a railway to work the coal mine and the Articles of Association did not give that power to do so, even though it would be a good thing, one dissentient shareholder would be able to stop them. This case of Peck vs. Russell is not a case of fraud on the part of the Board and the majority of the Company, nor is it ultra vires, but is at the most an avoidable transaction. I have attempted from the beginning, my Lord, and wish again to reiterate it, that notwithstanding the majorities obtained in our favour, if the plaintiff has confidence to allege that there is fraud, and that the Board of Directors was unduly and improperly acting there would be a right of action. Mr Hastings: They are fraudulent in preventing the suit being brought, that is the point, my Lord, and always has been. Sir Arthur next addressed the Court on the point of whether the Directors were improperly colluding and whether having taken a bona fide view of the transaction they were falsely representing that they approved of the contract. His Lordship: I have been dealing all along with fraud at the time of the transaction, but you say that if the Directors had been alleged to have been fraudulently conspiring to deprive the minority of their rights. Sir A. Adams: Having fraudulently advised them to accept this contract, then I say the action would lie. There is always a remedy to a man who has suffered a wrong. Counsel cited several other cases from the English Law Reports at the conclusion of which he said that before applying formally to his Lordship to settle the issues, he would only briefly summarise his argument and reserve his address till after his learned friend had replied. Counsel occupied about an hour in doing so, at the conclusion of which Mr. Hastings addressed the court as follows. The Other Side of the Question I think that the most convenient way with which I can deal with this case is first of all to explain to your Lordship what is, in fact, the plaintiff’s view. For the last day and a half, I have had the pleasure of listening to what I say is an absolute dummy case set up by Sir Arthur Adams. , and then laboriously knocked down to his satisfaction. Now the case against Mr. Russell is one I submit that your Lordship cannot decide on any issues of law, because our case against Mr. Russell depends entirely upon an issue of fact. That is our case against Mr. Russell. It is this that in fact acting as the Agent of the Malayan Collieries Ltd., and representing himself to the Vendor-the Eastern Rubber and Mining Co., as the Agent of the Malayan Collieries Ltd., he obtained this option for the Malayan Collieries Ltd., and that in fact this option never was the property of Messrs. J.A. Russell and Co., or Mr. J.A. Russell but from the moment when it was brought from the Eastern Rubber and Mining Coy., was in fact the property of the Malayan Collieries Ltd. That, my Lord, is my case, put shortly. When we come to the trial of the facts, that case will be put in a much more amplified manner against Mr. Russell. Alternatively we say that Mr. Russell acquired this option under such circumstances, in fact that he was and became a Trustee from the moment he acquired it, of the Malayan Collieries Limited. I am going to submit to your Lordship that under those circumstances it is impossible for the majority of the Company to ratify such a transaction. His Lordship: You say it was impossible? Mr. Hastings: Against the wishes of a single shareholder, and it continues from the very beginning a fraud upon the whole body of shareholders of this Company, and whether or not Mr. Russell succeeds in obtaining, by whatever means he may choose to employ, the majority of the shareholders of the Company to vote in his favour, that general meeting is incapable of allowing the transaction to stand. As I have said that is an issue of fact, and nothing but the determination of facts and the hearing of facts in the case before the Court, and the determining as to whether those facts are true, no question of law can arise. If Mr. Russell was in fact our agent when he did it…… His Lordship: They give you the fact of fraud for the sake of your argument. Mr. Hastings: I do not wish to go too far out of my argument; I would put it like this. If the Director fraudulently enters in a contract with a company, it might be possible to argue that it is possible for the majority of shareholders to ratify that contract. Counsel here went on to assume such a case, after which he began to cite from various legal works. It was at this stage that the case was adjourned to the 8th proximo.

SOCIAL AND PERSONAL. [Articles] The Straits Times, 28 December 1922, Page 8 . SOCIAL AND PERSONAL. Mr. J. A. Russell is spending a short holiday at Port Dickson.

NEWS 1922

Russell, J. A., & Co.,

Hongkong and Shanghai Banking Corporation Buildings,  Kuala Lumpur.

Cable Address :-“Jar”

 

Partner                     J. A. Russell

Do.                          D. O. Russell (China)

Do.                          R. C. Russell

 

Staff

 

H. D. Brown            P. E. Hastings

P. H. Fish            P. Hoffner           

      H. Robbins (signs per pro)

 

            Managing Agents and Secretaries for

Malayan Collieries, Ltd.

Bakau Tin, Ltd.

Malayan Matches, Ltd.

Serendah Hydraulic Tin Mining Co., Ltd.

Hariman Syndicate

Sungei Tua Estate

Eastern Tungsten Co., Ltd.,

Agents for

Royal Exchange Assurance Corporation

Queensland Insurance Co., Ltd.

 

London—34, Lime Street, E.C.

W. R. Loxley & Co.—Hongkong, Shanghai, Canton, Singapore & London.

Perrin Cooper & Co.—Tientsin, Hankow and Peking.

Malayan Matches, Limited.

(Incorporated in F. M. S.)

Hongkong and Shanghai Bank Buildings,  Kuala Lumpur.

Telegrams—“Matches”

Telephone No. 77.

Agents and Secretaries            J. J. Russell & Co.

 

                        Directors:

J. A. Russell                        R. B. Bannon

A. A. Henggeler

Factory Manager            D. J. Simons