logo

For the descendents of Richard Dearie and his son John Russell


The Straits Times, 3 January 1925, Page 7 SINGAPORE HARBOUR BOARD. Saturday. January 3. Passengers for the Straits arrived by the P. and O. Steamer Morea which left London on December 5 include:-…J. A. Russell…. (580 words)

The Malay Mail, Thursday 15 January, 1925, p.9 & The Singapore Free Press and Mercantile Advertiser, 19 January 1925, Page 3MALAYAN COLLIERIES. Position of J. A. Russell and Co. The following from Thursday’s Malay Mail supplements our cabled message which appeared yesterday: - There has been a remarkable development in the affairs of Malayan Collieries, Ltd., resulting in the resignation of the “independent” directors appointed some time ago. 0. At the recent meeting, when a resolution was submitted in connection with the removal of the duties of Managing Agents from Messrs. J. A. Russell and Co., the voting was formally declared to have gone against Russell interests by a majority. 0. It is now stated that certain votes were counted that were in fact not properly cast, and that their exclusion from the count will reverse the decision of the meeting, giving a majority to the Russell interests. The attention of the new board was directed to the matter, and, we hear, they were told that unless they took the necessary action in the matter an application would be made in the court for an injunction. 0. Following upon what amounted to an ultimatum, the directors met yesterday. They were legally advised that the votes in question should not have been included in the count. Thereupon, with one exception they tendered their resignations. 0. The directors who have resigned are Messrs. D. H. Hampshire, A. Henggeler, H. B. Egmont Hake and Chew Kam Chuan. The exception is Mr. J. A. Russell, who at the moment remains the only director of the company.

The Straits Times, 16 January 1925, Page 9
 Malayan Collieries. Resignation of Independent Directors. The following circular, dated Kuala Lumpur, January 14, and signed by Mr. Hy. D. Brown, secretary, Malayan Collieries, Limited, has been circulated to the shareholders of that company: - It has been pointed out to the directors that votes in respect of 1,855 shares were admitted in error at the general meeting held on the 18th October last. These votes were recorded against the resolution that there should be no change in the management of the company involving the loss of the services of Messrs. J. A. Russell and Co. or Mr. J. A. Russell except with the approval of the shareholders at a general meeting. The fact that these votes were irregular has only very recently been ascertained by the directors, the power of attorney under which the votes were recorded not containing the necessary powers. Had these votes not been recorded the resolution would have passed by 508 votes. This being the case the directors feel that they are bound to act upon the wishes of the majority of more than three fourths of those present either personally or by proxy at such a meeting. As you have been informed by circular dated 18th December last, arrangements have been made for the management of the company, but the directors understand there will be no difficulty in modifying these arrangements to conform with the wishes of the shareholders as expressed above. Messrs. A. A. Henggeler, D.H. Hampshire, H.B. Egmont Hake and Chew Kam Chuan, directors, being of the opinion that it is not in the best interests of the company that the services of Messrs. J. A. Russell and Co. be retained, have accordingly tendered their resignations as directors.

The Singapore Press and Mercantile Advertiser 16 January 1925 page 6 MALAYAN COLLIERIES SENSATION MISCOUNT OF VOTES All Independent Directors Resign FOOC KL Jan 15 It is understood that all the independent directors of Malayan Collieries Ltd. have resigned, leaving Mr J. A. Russell the only director. This is the result of the discovery of a miscount in the votes at the recent meeting. The cancellation of votes cast against Mr. Russell would give him a majority.

The Straits Times, 19 January 1925, Page 9. Malayan Collieries. The Directors Not Free From Responsibility. To the Editor of the Straits Times. (Letter as below) MALAYAN COLLIERIES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 January 1925, Page 14 & The Malay Mail, Tuesday, January 20, 1925, where the two passages in italics were deleted. MALAYAN COLLIERIES. THE DIRECTORS NOT FREE FROM RESPONSIBILITY. To the Editor of the Singapore Free Press. 0. Sir, The circular issued a few days ago to shareholders of Malayan Collieries, Ltd., and signed "Malayan Collieries, Ltd., Hy. D. Brown. Secretary" (which does not indicate very clearly who is responsible for it) is rather remarkable document. Its last paragraph is almost incredible. We are informed that the four “independent” directors, “being of the opinion that it is not in the best interests of the company that the services of Messrs. J A Russell and co., be retained, have accordingly tendered their resignations as Directors.” 0. In other words, they act in such a way as, subject to what I have to say later, will give Mr. Russell the opportunity of ensuring not only that those services shall be retained (or re-acquired) but also that they shall be retained or given without any control by directors other than Mr. Russell’s own nominees! 0. Surely, given the opinion there expressed, it was and is the duty of those directors to prevent as long as possible the reappointment of Messrs. J. A. Russell and Co., and if appointed to provide as far as possible for their control by independent directors. 0. I must here point out the discovery of the fact that invalid votes were admitted at the meeting of October 18 does not make the resolution, which apparently should have been declared as carried at that meeting, in any way binding on the company or on the directors. That resolution was put forward, as was necessary, in view of certain of the Articles of Association, as a special resolution which requires, to become effective, to be passed by a three-fourths majority at one meeting and to be confirmed by a simple majority at a second meeting held within a specified period after the first. Such second meeting has not been and cannot now be held. Hence, what took place on October 18 has no legally binding effect on anybody. 0. Apart from dereliction of duty by the ‘independent” directors, the only means by which Messrs. J. A. Russell and Co., can be forced on the Company is by further extraordinary general meetings called either directly for that purpose, or, indirectly, for the purpose of removing the present directors and appointing others favourable to Messrs. J. A. Russell and Co. 0. The threat, according to the Malay Mail, of an application to the Court for an injunction can be safely ignored. 0. It seems taken for granted in certain quarters that when a few days ago, the “independent” directors tendered their resignations, Mr. Russell was thereupon left the only director, and that, consequently, all possibility of preventing the appointment of his firm as managing agents and of controlling them when appointed has now disappeared. That is not my opinion. 0. I am informed that Mr. Russell has already begun to appoint his own nominees to the board by appointing Mr. H. N. Ferrers as a director; an action, by the way, which gives some indication of the sort of control over himself that Mr. Russell would be likely to provide if left to his own devices; for Mr. Ferrers is one of those shareholders whose proxies have been placed at the disposal of Mr. Russell or his supporters throughout, his proxy having been sent in against the resolution for the payment of my costs and for future indemnity; in other words, Mr. Ferrers was apparently willing to place obstacles in the way of my retaining for the company the judgment already obtained. 0. But Mr. Russell’s action in this matter appears to me to be premature and, in fact, ultra vires. The other directors who have “tendered their resignations” are, according to my reading of the facts and of the Articles of Association, still directors. 0. Article 86 reads: “A director may resign upon giving one month’s notice in writing to the Company of his intention so to do and such resignations shall take effect upon expiration of such notice or its earlier acceptance”. 0. Now, neither has one month’s notice expired, nor can I see how the resignations can have been accepted. For Mr. Russell, acting alone, has no power under the articles to accept them; and he will have no power to appoint other directors until those resignations have taken effect. The purported appointment of Mr. Ferrers, therefore, appears to me to be ultra vires; and the four “independent” directors are not yet relieved of their responsibilities attaching to the office of director. It is still their duty to act “ in the interests of the Company”. 0. If, as was the case with some of them, these directors assumed their own ability and fitness to control the Company and the unfitness of others who were prepared to put up a much more effective fight than they themselves have done, the least that we can expect is that they should stick to their guns and do their best for the Company right up to the last; or if they feel themselves now too weak to continue the fight, at least to appoint other independent directors before their final surrender. 0. They have no right to assume that Mr. Russell can and will secure a three-fourths majority at a future meeting called for the purpose of forcing the services of Messrs. J. A. Russell and Co. on the Company; and still less for the purposes of removing the independent directors and appointing his own nominees in their stead; for surely there is sufficient sense of decency left in Malaya to prevent such a moral catastrophe. 0. Yours etc. FREDK C. PECK 0. Singapore, January 19, 1925.

The Straits Times, 20 January 1925, Page 8 (Leader) MALAYAN COLLIERIES. We have noted without comment a good many things that have happened since judgment was given in the case of Peck v. Russell. There was a single passage in that judgment which rules our whole opinion of the case. The Judge said that the defendants “being under a special mandate to send a party consisting of the company’s engineers and labourers, and equipped with the company’s tools to examine Soebokoe, in breach of their duty used their position as agents to divert that party from its proper objectives and caused it to examine and to report upon the property over which they themselves held an option to the exclusion of Soebokoe. All this was done at the company’s sole cost; even the samples of coal which the party brought were analysed at the company’s expense. The conduct of the defendants in the matter of this episode was dishonest, unless they were acting as the company’s agents”. Well Mr. J. A. Russell’s case was that he and his firm were not acting as the company’s agents, and, as the matter stands, ether there was perjury or there was, as the Judge said, dishonesty, and both are grave matters. We are not in the very least forgetting that an appeal is pending, but until that appeal has actually gone through to an end favourable to Mr. J. A. Russell and his firm the judgment of the court which tried the action holds the field and it is grossly wrong to allow Mr. J. A. Russell to sit upon the board or to have his firm in any way actively concerned in the affairs of Malayan Collieries, and anyone who gives votes in favour of Mr. J. A. Russell or his firm is condoning the dishonesty which the judge so clearly emphasised. It may be perfectly true that there is no one in Malaya as capable as Mr. J. A. Russell of managing Malayan Collieries successfully. We say nothing as to that. What we do say, and most emphatically, is that it is the business of the shareholders, as it is the business of every honourable man, to uphold the law, and to refuse the slightest condonation of abuse of powers vested in persons acting in a fiduciary capacity in relation to the interests and properties of other persons. Pending the appeal it is morally wrong to allow Mr. Russell to obtain a seat on the Board. No man with a high sense of honour would vote for him; if his own sense of honour was acute, he would have refused to take advantage of his voting powers until he had cleared his character from the aspersions cast upon it by the judge after a long and most careful trail of the issues. But he does not take that view. We are not the keeper of his conscience, but we are in a sense a keeper of the public conscience on matters of commercial morality, and if the fundamental principals thereof are being over looked we feel it is our duty to state them. If Mr. Russell can clear his reputation we shall be glad to offer him our congratulation. Until he does, there ought to be no place for him on the Board of any public company here or elsewhere. 0. What then shall we say of the directors who resigned and left him in sole control? Did they ever read those articles of association which Mr. Peck quoted so effectively in the letter we printed yesterday? Are they aware that they were placed in office and paid to guard the interests of independent shareholders? Do they realise that their conduct is akin to that of soldiers who being charged to guard a post, abandon their guns and flee at the first sign of opposition? Have they conducted the business entrusted to them with care and efficiency? We do not propose to go into the various points of detail Mr. Peck has raised, but it seems to us, beyond all possible question, that after they tender their resignations these directors are, willy nilly, in the office for a whole month and answerable for whatever may happen to the company during that period. If they shirked a struggle with Mr. Russell, at least it was their duty, before leaving office, to put into their places men who would have the pluck to fight. Is there not in this whole business an almost startling exposure of the deficiency of men out here capable of handling a big business at a time of difficulty? More, is there not exposure of sad want of recognition of what acceptance of a position of responsibility implies? It seems to us abundantly clear that it was the duty of these directors to stick to their offices until they were formally relieved by a general meeting. We do not think that Mr. Russell will be well advised to take any advantage of the position in which they seem to have placed him. He could not get a perfectly independent mandate to control the affairs of the company. He has large voting powers, but we repeat that until he has vindicated himself but successful appeal to a bench of Judges any use he makes of these voting powers is an aggravation of the offence which the court trial has already denounced. And just a word to shareholders. They place their money in the care of Boards of Directors, and these boards have almost unlimited control over it. The law is strong, but the law is hard to move. No man of ordinary type would have fought with the unyielding tenacity Mr. F. C. Peck displayed, and no man with less ability than he possess could have brought all the transactions to light which led to the judgment we have quoted. To trifle with that judgment, to condone the things it condemns, is to weaken all the safeguards which shareholders living here or at a distance have for the honest handling of the properties in which they are interested.

N.B. The Malay Mail Leader of January 22nd, later criticised by Mr Peck has not been seen.

The Straits Times, 22 January 1925, Page 9 and MALAYAN COLLIERIES. [Letters] The Singapore Free Press and Mercantile Advertiser (1884-1942), 24 January 1925, Page 14
MALAYAN COLLIERIES. To the Editor of the Straits Times. Sir, In my letter of the 19th instant under the above heading I said that the "independent" "directors who have 'tendered their resignations' are, according to my reading of the facts and of the articles of association, still directors"; for "neither has one month's notice expired, nor can I see how the resignations can have been accepted." I was well aware that it seemed technically possible under the articles for those four directors, with the aid of Mr. Russell, effectively to secure their almost immediate release from office and responsibility, leaving- Mr. Russell with the power to fill up vacancies. But the above quoted statements were, in my opinion, fully justified by the fact (1) that the circular issued to shareholders, beyond stating that the "independent" directors had "tendered their resignations as directors," did not notify or intimate any further step either on their or on Mr. Russell's part and (2) that although, on Saturday last. I had a long discussion on the matter with Mr. Henggeler, the chairman or ex-chairman of the company, during which I put clearly before him, inter alia, all the facts and arguments contained in my letter he did not give me the slightest intimation of what I am now given to understand took place after those resignations were tendered, namely, that some of the directors accepted the resignations of the others and finally the last " independent " director sold his qualification shares and so, by virtue of article 90, vacated office, leaving Mr. Russell alone in his - isolation This appears to have been the technical effect of their reported action according to the letter, but scarcely according to the spirit and intention, of the articles which by providing for one month's notice of intended resignation and for only one-third of the directors to retire annually, obviously aim at avoiding such catastrophic changes in control. But, whatever may be the present legal and equitable position in regard to the directorate, I shall be glad if you will kindly publish this letter for the purpose of correcting my former letter and of removing the misapprehension it must have caused. —Yours, etc., FREDK. C. PECK.

Letter re contract for Central Power Station K.L. 22 January 1925. Sel. Sec. 424/25 Electrical Board, F.M.S. Secretary’s Office. Kuala Lumpur 22nd January 1925. R.B. No. 4 in 29/25 Coal Supply to Central Power Station K.L. Sir, With reference to your correspondence No. 1083/24 I am directed to inform you that Contract No. R.B. 5/24 terminated on 31st December 1924. 2. My Board recommends the renewal of the contract for one year from 1st January 1925 at the same rates, namely $7.90 per ton on trucks Kuala Lumpur, and I am to ask sanction for same. I have the honour to be, Sir, Your Obedient servant, Document in the National Archives of Malaysia. Sel. Sec. 424/25 Transcribed by Wong Yee Tuan.

Malayan Saturday Post, 24 January 1925, Page 10 MALAYAN COLLIERIES. What of the Shareholders? 0. The curtain has risen on another act in that enthralling tragi-comedy entitled “Malayan Collieries, Limited "—of unlimited duration, seemingly, But the play is beginning to pall. It retains a certain power to amuse the gallery— that part of the audience which pays least (nothing more than the price of a daily paper) for their entertainment; but it is beginning to exasperate the occupants of the boxes and stalls- that is, the shareholders. They are charged not an inclusive fee, but so much per act, and they are showing signs of satiation, quite at discord with the ill –directed determination of the principal members of the cast to hold the stage. 0. To drop the simile, and speak the plain truth, even the public of Malaya are tired of the constant excursions and alarms in the affairs of the company, while the shareholders are thoroughly incensed and disgusted. The company’s business is to win and sell coal- not to keep judges busy and help a pack of lawyers to premature retirement. The latest development is that the Russell interests claim to have discovered that certain votes which helped deprive J. A. Russell and Co. of the managing agency were improperly cast, in that the proxies were not entirely in order. They- or someone on their behalf- have put it to the board, the new body of “independent directors” and the company’s legal advisor has had to confess his opinion that the point raised is valid. Hence, technically, if this is the case, Russell and Co. were illegally ejected from a very lucrative appointment. The “independent “directors, unable to ignore the pronouncement of the legal advisor, and unprepared to accept the position thereby created, have promptly resigned, and at the present moment the company’s only director is Mr. J. A. Russell! It is a farcical situation, and many people think it is a very serious situation. Pending the issue of an appeal, they have certain disturbing findings of a Supreme Court judge to encourage and justify the feeling that the situation is serious. 0. We cannot of course, go beyond the foregoing brief indication of the present circumstances. Any comment on them is better reserved for the law courts (at a pretty cost to the company i.e. to each individual shareholder) than ventured upon in the columns of the press. People with a stake in the company, however, are entitled to ask where they come in in all this expensive bickering. They bought shares in the conviction that their money, or the money which it earned, would be used for the purposes for which the company was formed. They resent a particularly irritating kind of disillusionment. That resentment will probably be given forceful expression when opportunity arises – as it will arise when they are consulted as to the formation of yet another directorate.

The Straits Times, 28 January 1925, Page 10
 Malayan Collieries. To the Editor of the Straits Times. Sir, - I enclose herewith copy of letter I have to-day sent to the Malay Mail, and I shall be glad if you will kindly publish it so that your readers may learn some (not all) of the reasons for my attitude and judge for themselves whether it is not justified. The enclosed letter covers the contentions of your contemporary sufficiently to make those contentions clear. Yours, etc., FREDK. C. PECK. Singapore, January 26, 1925

The Straits Times, 28 January 1925, Page 10 To the Editor of the Malay Mail. Sir, - Your leading article of the 22nd instant in purported vindication of the Malayan Collieries directors who recently resigned, and in which you question whether I had rightly apprehended their motives, demands a reply from me. I can, however, only deal with the more important points raised by you. 0. (1) I am quite unable to accept your indirect statement that “ everybody knows’' that an “entirely honest and admirable attempt” has been made to carry on the business of the company “in the best interests of the shareholders”. That is almost the whole question at issue. 0. Three of the four directors concerned supported Mr. Russell in one way or another prior to judgment; and I find that a good many people doubt whether there has been a complete change in their feelings towards him. I myself had never had confidence in them; and I doubt whether some of them have had as great a desire to serve the best interests of the company and to prevent Mr. Russell’s control as they have had to dish me; for I have not attempted to hide my lack of confidence in them. 0. On the other hand, I admit that I cannot explain or understand the action of the fourth, who has not supported Mr. Russell, and for whom I had and still have a high regard. 0. (2) In my opinion it is certainly open to dispute whether the resolution of October 18, if then declared passed, would have been confirmed by a bare majority at a subsequent meeting. Had the directors tendered their resignations on October 18, would you have not expected the consequences to be similar to those which you expect to follow their recent postulated “ act of strategy” which you say “ is really more likely to be successful than any other course”? Also, would not you have then gone beyond “ordinary caution” and added your influence to that of others “to shift the voting power in the direction of common decency”? 0. I say no more than that the certainty of confirmation is disputable; for, as it has been my experience to find myself as a rule over generous in my estimates of the character and probably conduct of others, I cannot be sure that influential persons and institutions would not, or even now will not, continue to support Mr. Russell, in spite of the statement of the Straits Times that “ no man of honour would vote for him”. 0. But I will pass on to what appears to be the pith of your defence of the directors. 0. (3) You say, “we suggest that as soon as this mistake (of the wrongly admitted votes) was reported to the “independent” directors they may have taken the view that they would not stand upon an error”. 0. I reply: - (a) the suggestion seems to me to be somewhat in conflict with your own report, on the 15th instant, that the directors were given “what amounted to an ultimatum”, namely, a threat of an application to the court for an injunction; and, without disputing that there was some disinclination to “stand upon an error”, I must say that the evidence at my disposal seems to show that the “ultimatum” was, at least partly, the cause of the resignations; and I can scarcely regard it as “admirable” that they should allow so empty a threat, whether supported by legal advice or not, to affect their course of action. 0. I myself could and would have destroyed its force, but some of those directors objected to my having a voice in such matters. 0. (b) But, if we assume that the sole reason for resigning was that “ they would not stand upon an error”, is that reason sufficient? Were not the votes which were admitted in error technically inadmissible only because of another error? Did not the holder of those 1,855 votes intend to vote against the resolution? If so, why allow only one error to be corrected? Why let Mr. Russell “stand upon an error” or, rather, upon errors? Has he, not only upon this, but on other occasions also, taken advantage of technicalities? Did not he, or his substitute, stand on his technical rights in forcing the directors to call that very meeting of October 18, within the statutory three weeks, thus preventing an appeal to the whole of the shareholders, in particular those who reside outside the moral atmosphere of Malaya? 0. I have no doubt that, had the requistionists agreed to allow sufficient time for all the shareholders to be able to send in their proxies the resolution would have been substantially defeated. 0. This, by deciding not to stand on the technicality that the confirmatory meeting, because of an error, was never held, they, as a matter of fact, are standing on a technicality- the technicality that the decision of the meeting duly called with the statutory notice is valid, although it may be obvious that, if longer notice had been given, the decision would have been contrary. 0. I myself could have pointed this out, but, again, I was not consulted. Of course the directors had the technical right to stand upon the technicality that I had no official standing in regard to the administration of the company’s affairs. 0. (4) In regard to my expecting the directors to fight to the last, you say that it “ appears a novel principle for directors to refer a policy to the company and, having obtained the company’s verdict, fight against it” 0. What is the verdict here alluded to? As I have already pointed out, it was only a technical verdict of the “technical” company obtained by Mr. Russell’s supporters taking advantage of a technical right. 0. Again, what was the intended meaning of this ineffective, trebly technical verdict? Surely that, until removed by the shareholders, J. A. Russell and Co. should remain in charge of the management subject to the control of the ‘independent” directors- not under a board consisting of none but Mr. Russell’s own nominees. The words, “subject to the control of the directors”, form part of the resolution itself; and, in the notice calling the meeting and in the circular which accompanied it, there was not the slightest intimation that, in the event of the resolution being passed by the requisite majority, the “independent” directors intended to resign. 0. The implication was rather the contrary. 0. Of course the directors were within their technical rights in keeping their intentions to themselves. But, had those intentions been disclosed, would the resolution have been passed, even technically? Your own reference to the probably consequence of their recent postulated “ act of strategy”, demands an answer in the negative. 0. Is it not therefore obvious that the “independent” directors should have refrained from standing on their technical right to resign or to sell their qualification shares, and should have acted “in the best interests of the company” by refusing to allow the services of J. A. Russell and Co. to be retained or re-acquired until technically forced to do so? 0. There are other points that I would like to reply to; but I have not sufficient time before the mail closes. - Yours, etc., 0. FREDK. C. PECK. 0. Singapore, January 26. 0.

The Straits Times, 30 January 1925, Page 10 . Malayan Collieries, & The Malay Mail, Thursday January 29, p 9 . Mr. F. C. Peck requests us to publish the following letter which he has addressed to the Malay Mail:- 0. Malayan Collieries. 0. To the Editor of the Malay Mail. 0. Sir, - To conclude my reply to your leader of the 22nd instant, a few further points need to be dealt with. 0. With respect to viewing the action of the “independent” directors as an “act of strategy”, I may say that I am not, and was not when I wrote my letter of the 19th, by any means insensible to, and to the value of, its probably moral effect. As a matter of fact, in writing that letter, I had my own eyes on the same object, I also thought of other possible reasons why the directors tended their resignations, some of them quite as cogent as those already disclosed, but none of them, in my opinion, sufficient to justify their action. 0. Assuming, however, moral effect to have been their object, was it necessary, or reasonable for the directors to deprive themselves of the their position of technical power by ensuring their immediate vacation of office? Would not the moral effect have been equally great, nay, greater, if they had merely tendered their resignations and informed the shareholders thereof while retaining for at least a month their control over the company? 0. In that event it could reasonably be held that Mr. Russell would come to the conclusion that the fight was hopeless. Actually, it is many of the independent shareholders, but not all, who will consider their position hopeless. For, whereas before this “act of strategy,” Mr. Russell needed three times as many votes as his opponents to enable him to obtain the management and control of the company, his opponents now need three times as many votes as he to deprive him of those advantages which have been so unnecessarily abandoned to him. In other words, the independent shareholders will need to increase their voting power nine fold. 0. What would be said of a generalissimo who adopted a policy of propaganda for the purpose of weakening the enemy’s morale, but at the same time abandoned to him his most strongly fortified position and most of his heavy guns? 0. This “act of strategy” was adopted without reference to the shareholders. It is, therefore, somewhat tantalising to be told that the next move “remains with the ‘independent’ shareholders”- after they have been so much weakened by the directors whom you defend. 0. It was for the directors to remain in power, or to put others in power, to organise the forces of those independent shareholders against the efforts of Mr. Russell to secure or retain what they say “is not in the best interests of the company”. But since the meeting of October 18, they have not even warned the shareholders that there was any danger. 0. On December 18 a circular was issued to the shareholders informing them that “the general management of the business of the company” would be undertaken by Mr. Barr from January 1, and that the company’s office was to be transferred. As it contained no suggestion of any opposition to this arrangement, the shareholders can scarcely be blamed if they thought that the question of management and of the position of J. A. Russell and Co. in regard to it was definitely settled. 0. I therefore regard this dramatic incident as the logical conclusion of the passive attitude of the ”independent” directors rather than, as you say, of so many of the shareholders, however much these latter may deserve censure for their opposition to, or apathy towards, “common decency”. 0. This brings me to my final point in reply, - the question of your own responsibility for this “dramatic incident”. I am quite unable to agree with your suggestion that there is something meritorious in having refrained from editorial comment on any Malayan Collieries affairs for more than two and half years after my original disclosures. Perhaps that “dramatic incident” would never have occurred had you, on due occasion, given publicity to a little “forcible comment”. 0. As, however, it is now clear that you are openly on the side of “common decency", I will say no more, but reserve my “forcible comment” for those who have been shamelessly and shamefully on the other side. - Yours, etc., 0. FREDK.C.PECK. 0. Singapore, January 28, 1925. 0. In the Malay Mail only: (Mr. Peck’s habit of supplying us with his letters piece-meal is a little irritating. We are ready to humour him on this occasion, however, on the understanding that this particular correspondence must now cease. When any fresh developments occur in the affairs of the company we are willing to let him have another innings, but not before- Ed., “M.M.”)

Malayan Saturday Post, 31 January 1925, Page 13
 . SPARKLES. Being Smiles of the Week. By “Quiz”. 0. Study of a Sphinx- F. C. Peck. 0. Apart form a distinctly bold letter to the press (which might easily involve some over-easygoing editors in nasty consequences) he has done nothing as yet about the new development in the Malayan Collieries situation. 0. Come, Frederick, it is really up to you. The opposition has made its move and now it is your turn. You have a public, an admiring one, which imposes obligations in you. So what’s the next bright idea, “Pecky” boy?

The Singapore Free Press and Mercantile Advertiser (1884-1942), 3 February 1925, Page 1 THE DAY'S NEWS. 0. Correspondents write on Malayan Collieries, the boy scouts, and the Turf Club meeting- Page 12. 0. Malayan Collieries. [Letters] The Straits Times, 3 February 1925, Page 10 and MALAYAN COLLIERIES. [Letters] The Singapore Free Press and Mercantile Advertiser (1884-1942), 3 February 1925, Page 12, Malayan Collieries. 0. To the Editor of the Straits Times. 0. Sir, — Hitherto I have attempted to show, from the broad point of view of the interests of the shareholders and of “common decency,” that the “independent” directors ought to have stood upon their technical right to disregard the resolution of October 18, seeing that it had never been confirmed as a special resolution. 0. I now wish to point out that to disregard that resolution was not only a technical right, but it was also their legal duty. 0. The Articles of Association gave the directors the specific power “to appoint and at their discretion to remove such managers, secretaries,…agents and servants…as they may from time to time see fit.” 0. It was the legal duty of the directors to exercise that power in the best interests of the company; and, until that power had been technically, and not merely virtually, modified in the appropriate way, it was ultra vires for them “to act upon the wishes of a majority of more than three-fourths of those present either personally or by proxy at “ the meeting of October 18, and thus to enable the services of Messrs. J. A. Russell and Co. to be retained or re-acquired in spite of their opinion that this was “not in the best interests of the Company” 0. In other words: the resolution, as they pointed out in the circular of October 2, was “contrary to the Articles of Association”; its object, according to the circular of January 14, was, in their opinion, “not in the best interests of the Company”; therefore it was their legal (as well as moral) duty to disregard that resolution, at least until it had technically become part of the Articles of Association. 0. In view of this conclusion, it seems to me necessary to ask, what was the legal advice given to the directors in respect of the matter? 0. In my opinion it is doubtful whether that or a similar resolution would or could ever become part of the articles. Firstly, it is doubtful whether Mr. Russell could have secured the necessary number of votes; and secondly, even if he had, it is somewhat doubtful whether such a resolution could be legally forced on the company by a three-fourths or any majority. 0. The statutory power to alter the articles of association of a company, “must, like all other powers, be exercised subject to those general principles of law and equity which are applicable to all powers conferred on majorities and enabling them to bind minorities. It must be exercised, not only in the manner required by law, but also bona-fide for the benefit of the company as a whole, and it must not be exceeded.” 0. This passage from the judgment by Lord Lindley M.R. was quoted in the case of Brown v. British Abrasive Wheel Co., the head note to the report of which in the Law Reports reads: - 0. “ A company was in great need of further capital. A majority, representing 98 per cent. of the shares were willing to provide this capital if they could buy up the 2 per cent. minority. Having failed to effect this agreement, they proposed to pass an article enabling them to purchase the minority shares compulsorily on certain terms therein mentioned, but were willing to adopt any other mode of ascertaining the value that the court thought fit: - 0. “Held, in the circumstances, that the proposed article was not just or equitable or for the benefit of the company as a whole, but was simply for the benefit of the majority. It was not therefore an article that the majority could force on the minority under S.13 of the Companies (Consolidation) Act, 1908.”- Which is the same as S.16 (1) of the F.M.S. Companies Enactment. 0. Although I am not at present able to say so definitely I am of the opinion that the court would disallow the alteration which Mr. Russell desired to force on the company, and I am strongly of the opinion that his proposed alteration was less just and less in the interests of the company as a whole than the one disallowed in the above quoted case. The resolution was obviously put forward in the interests of one section only, namely, Mr. Russell himself and those who are dependent on him or to whom he is indebted, such as the HongKong and Shanghai Bank. 0. I am aware that it is lawful for shareholders to vote as such in general meetings in their own personal interests; but there are limits to the right or to the validity of a resolution so passed; and there is a clear distinction between exercising such a right in support of something not inconsistent with the articles, and exercising it for the purpose of enforcing something contrary to the articles and thus removing safeguards in the contract on the strength of which shareholders must be presumed to have subscribed their capital.- Yours , etc., FREDK. C. PECK. 0. Singapore, February 2.

The Straits Times, 11 February 1925, Page 8 and Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 16 February 1925, Page 8 Amongst Kuala Lumpur residents proceeding on leave in the near future are:…. Mr. R. C. Russell, of Messrs. J. A. Russell and Co….

The Straits Times, 12 February 1925, Page 8
 On Other Pages. Malayan Collieries -Proposals for Compromise p. 9

The Straits Times, 12 February 1925, Page 9, The Malay Mail, Thursday, February 12, 1925, p. 9 and The Malayan Tin Mining and Rubber Journal, Vol. XIV No.4, 28 February 1925, p.244 0. Malayan Collieries. 0. Proposals for Compromise Submitted. 0. The following circular, accompanied by a copy of suggested agreement, and a form of proxy, has been issued by the Directors to the Shareholders of Malayan Collieries, Limited, and will be discussed at a meeting to be held in Kuala Lumpur on February 20:- 0. Dear Sir or Madam, 0. The last communication made to you by the company was upon the 14th January last, when it was reported to you that Messrs. Henggeler, Hampshire, Egmont Hake and Chew Kam Chuan had tendered their resignations as directors. 0. Since the date of that communication the Board has been reconstituted and your directors are at present Mr. H.N. Ferrers (Chairman), Mr. F. Cunningham, Mr. J. Barr and Mr. J. A. Russell. Each of these gentlemen owns several thousand shares and in consequence has a very large financial interest in the Company. 0. Mr. Ferrers was appointed a Director by Mr. J. A. Russell after the resignations of the previous directors had become effective and Mr. Ferrers and Mr. J. A. Russell together appointed Mr. R. C. Russell. The appointments of Messrs. Cunningham and Barr were made by these three first named gentlemen. Mr. R. C. Russell then resigned. 0. The various appointments have been made in accordance with the Articles of Association. 0. Since our appointments we have devoted a great deal of time and attention to the consideration of the Peck-Russell litigation. 0. The result of the trail of that suit has already been reported to you. Since the trial Mr. J. A. Russell and his firm have complied with the decree passed against them by: - 0. (1) Surrendering to the company .. Shares 61,162 0. (2) Paying $21.50 per share in respect of 15,505 shares amounting to..$333,357.50 0. (3) Repaying dividends on 76,667 shares amounting to 331,835,00 0. (4) And paying interest on such dividends amounting to 38,591.76 0. Total of shares 61,162 and $703,784,26 0. Mr. J. A. Russell and his firm lodged an Appeal against the judgment of Mr. Justice Whitley. 0. The 61,162 shares and the sum of cash above mentioned namely $703,784,26 were placed in suspense until after the result of the Appeal to the Court of Appeal here and, in the event of a further appeal to the Privy Council, until after that Appeal. The cash has by reason of further dividends and the daily accretion of bank interest increased to a sum upwards of $840,000,00. 0. It is possible that if the Appeal lodged by Mr. Russell and his firm is heard, Mr. Peck may lodge a cross appeal asking for a variation of the judgment of Mr. Justice Whitley by claiming an additional $5.00 or $5.50 per share in respect of the 15,505 shares on the ground that the price at which they should be accounted for by Mr. Russell and his firm should be $26.50 or $27.00 and not $21.50 as directed by Mr. Justice Whitley. 0. As it is considered that it is in the best interests of the Company that the withdrawal, upon terms, of the Appeal by Mr. Russell and his firm should be procured, we have after negotiations, effected on behalf of the Company, an agreement the terms whereof you will see set out in the copy conditional agreement which accompanies this letter which arrangement is considered most advantageous to the Company and, for the confirmation of which we, as large shareholders, propose to vote. 0. Legal opinion has been obtained and the Company has been advised that the Board has the power to enter into the said agreement and moreover that the same is in the best interests of the shareholders of the company. 0. The present position is that the company has obtained 0. (a) 61,162 shares 0. (b) Payment of $703,784.26 as already stated increased to $840,000.00 0. If the Appeal were heard and Mr. Peck lodged a cross Appeal, the Company, assuming Mr. Peck’s success, might obtain the benefit of a judgment of a further $85,277.50 being $5.50 per share on 15,505 shares. 0. On the other hand if Mr. Russell be successful in his Appeal the Company stands to lose the whole of its present advantage or the same might be substantially reduced. 0. The net result of this arrangement is that the Company in return for the issue of 8,667 shares retains the whole benefit of the judgment of Mr. Justice Whitley and receives in addition from Mr. Russell a further sum of cash of approximately $23,507.90. 0. If the case were taken to the Court of Appeal and thereafter to the Privy Council extremely heavy costs and expenses would be incurred by the Company which would be irrecoverable by it no matter what might be the result of the Appeal. In order that you may appreciate the magnitude of these Costs and expenses it may be stated that the Bills of Costs to date of Mr. Peck’s solicitors and for Mr. Peck’s expenses, as claimed against the Company and which cannot be recovered by the Company, amount to over $45,000 and in addition thereto those of the Company’s Solicitors amount to over $10,000 which are also irrecoverable by the Company. These sums are over and above the party and party costs already paid by Mr. Russell and his firm to Mr. Peck and to the Company. 0. The effect of the arrangement is that the Company is giving up (taking the values of the shares as Mr. Justice Whitely did at $21.50 per share) 8 per cent of the fruits of the decree or (even if the value is taken as $30 per share) still only 9. 1/3rd per cent of those fruits. The Company gives up this percentage in order to make sure of the remaining 92 per cent. or 90.2/3rds per cent. and to avoid the payment of further costs and expenses of a large amount which amount would be irrecoverable in any event. 0. There will be available for the immediate benefit of existing shareholders 52,495 shares and after the payment of costs approximately $800.000. 0. Should the proposed arrangement be confirmed by shareholders, the 52,495 shares now held in suspense could either be forthwith distributed free to shareholders as bonus shares, or definitely revert to and became part of the Company’s unissued capital. In the latter event the rate of dividend payable on the shares held by members of the Company would be correspondingly increased, i.e. the annual rate of dividend would be increased by over 5 per cent so the ultimate result to them would be the same. 0. Out of the sum of $800,000 which by the arrangement would immediately become released, it may be legally necessary to place somewhat under $200,000 to Capital Account, but the balance of $600,000 odd could be at once distributed in the form of a cash bonus to shareholders, amounting to about $2.30 per share, while the sum placed to Capital Account would have the effect of increasing the cash available for future dividends. 0. It is anticipated that provided this arrangement is carried into effect the final dividend for the year 1924 payable next April will be 17 ½ per cent .(making 30 per cent for the year) which final dividend will be over and above the distribution of $2.30 per share. 0. It should not be overlooked that by the proposed arrangement the benefit of the Judgment will be made immediately available to existing shareholders and will not be held in suspense, until after the hearing of a possible appeal by either party to the Privy Council. Assuming the judgment of Mr. Justice Whitley were upheld by the Privy Council, nevertheless during the protracted interval many of the existing shareholders having perhaps sold their shares would fail to reap the benefit of the judgment. 0. You will observe from a perusal of the enclosed notice of meeting and the copy agreement that the contemplated arrangements will not become binding unless the shareholders of the Company by resolution express themselves to be in favour of the proposed terms being carried into effect and further that Mr. J. A. Russell and Messrs. J. A. Russell and Company do not propose to vote in respect of their shares upon the Resolution. In case you are not able to be present at the meeting a form of Proxy is enclosed so that your vote can be recorded. Longer notice of the meeting cannot be given as the date for the hearing of the appeal has been set for the 2nd of March. 0. You will observe the clause in the agreement as to the indemnity to be given to Mr. Russell against the possible result of a cross Appeal which might be brought by Mr. Peck or other variation to Mr. Russell’s disadvantage which might be obtained by the Court of Appeal. The clause relates mainly to the possibility of a claim by Mr. Peck for $5.50 per share in respect of 15, 506 shares i.e. for $85,277.50. 0. The result desired by the proposed arrangement is that this costly litigation should be brought to an end upon the favourable terms to the Company which have been secured. To obtain Mr. Russell’s withdrawal of the whole of his Appeal it has been necessary to indemnify him against the consequence of any cross appeal brought by Mr. Peck and to ensure to Mr. Russell that upon his withdrawing the whole of his appeal he will obtain the agreed consideration for the withdrawal. 0. The costs against the payment of which Mr. Russell is to be indemnified are the part and party costs which he will be liable to pay upon the withdrawal of the appeal and the costs which may be incurred by him in connection with the cross appeal if that is pursued. The amount of these costs cannot be heavy and at most a should amount to some $3,000 to $4.000. Yours faithfully, MALAYAN COLLIERIES, LTD. 0. H. N. Ferrers, James Barr, F. Cunningham, Directors.

The Singapore Free Press and Mercantile Advertiser, 13 February 1925, Page 1 THE DAY'S NEWS. Letters to the Editor on the Malayan Collieries and the new telephone directory appear on Page 7.

The Straits Times, 12 February 1925, Page 9 and MALAYAN COLLIERIES. [Letters] The Singapore Free Press and Mercantile Advertiser (1884-1942), 13 February 1925, Page 7
 To the Editor of the Straits Times. 0. Sir, _ Kindly allow me through your columns to inform shareholders of Malayan Collieries Ltd., that, in my opinion, they will best serve the interests of the company by voting against the resolution proposed at the meeting called for the 20th inst; and to request all those who have supported me in the past and all others who now agree with me to send me their proxies for use at that meeting. 0. Owing to the fact that little more than the minimum notice required by the Articles has been given, it is impossible for me to circularize shareholders in time; nor can I give a proper reply to the circulars issued by the company through the medium of the press. My views, however, may be summed up in the statement that I do not believe that Mr. Russell would go to appeal in any case- unless forced to do so by my persisting in cross appeal, notice of which has been given, but which I should withdraw if Mr. Russell unconditionally withdrew his appeal. 0. I trust as many shareholders as possible will be personally present at the meeting. 0. Proxies should be in the following form: - 0. PROXY. 0. “I,………. of…… being a member of Malayan Collieries Limited. Hereby appoint Frederick Charles peck of Singapore, or failing him Herbert Hopson Walker of Klang as my proxy to vote for me and on my behalf at the extraordinary general meeting of the company to be held on Friday, the 20th February, 1925, and at any adjournment thereof. 0. As witness my hand, this…. Day of February, 1925. 0. Signed by the said… in the presence of…… (Signature of witness)…… (Signature of Shareholder)” 0. The proxies when fully filled up should be sent to me c/o Messrs. Lovelace and Hastings, Klyne Street, Kuala Lumpur, to reach there as early as possible next week, not later than the first post on Thursday 19th instant. 0. If any other proxy has been given in favour of the resolution, it should be revoked by letter addressed to the secretary of the company, which letter may be sent to me with the new proxy. Yours etc., FREDK. C. PECK. 0. P.S. This letter must not be taken to imply that I admit that either the meeting or the resolution is intra vires. F.C.P.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 13 February 1925, Page 6 MALAYAN COLLIERIES. 0. An extraordinary general meeting of Malayan Collieries, Ltd. has been called for Feb.20, for the purpose of considering (and if thought fit passing) a resolution approving an agreement dated Feb 6, 1925, made between the Company and Mr. J. A. Russell; and Messrs. J. A. Russell and Co. The notice is accompanied by a copy of the agreement referred to, a letter from directors to shareholders, and a form of proxy for use at the meeting. According to the present directors interpretation the net result of the proposed arrangement would be that the Company, in return for the issue of 8,667 shares, would retain the whole of the benefit of the judgment of Mr. Justice Whitley, and would receive in addition from Mr. Russell a further sum in cash of approximately $23, 507,90, Mr. Russell undertaking to drop his appeal, on assurance being given that he will be indemnified against the consequences of any cross appeal brought by Mr. Peck.- MM.

Malayan Saturday Post, 14 February 1925, Page 11 SPARKLES. Being Smiles of the Week. By "Quiz” The umpteenth act of that entrancing drama Peck v Russell”, has been published just as we were getting impatient for the continuance of the story. The “heavy” role is being perseveringly played by J.A.R. and the “hero”, to wit F.C.P. is pondering his next “lines”. A compromise! That’s the big idea at the moment. One understands that the Lawyers Trade Union contemplates a strong protest against any such threat to the hard earned livelihood of its members. Hang it all, live and let live! But all things must end, even Malayan Collieries Litigation. And when at length the last word is spoken, the A.D.C. ought to make a play out of it all. Whether tragedy or comedy depends upon the point of view.

The Malay Mail, 14 Feb 1925 and Untitled [Letters] The Straits Times, 16 February 1925, Page 10
 and MALAYAN COLLIERIES. [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 18 February 1925, Page 6
 Writing to the editor of the Malay Mail on Saturday, Mr. H. Hopson Walker, says 0. Sir, —The affairs of the Malayan Collieries have loomed large in your columns on many occasions during the last year or so, in consequence of which, I trust, you will grant me a little space. A proposal has been made to shareholders, which at first sight looks very tempting, but on the other hand it is really asking them to forego a small trifle of $300,000, which they have a very fair chance of retaining. Mr. Russell's appeal on the main points of the case has no chance of success, so that at worst the company will only lose the $300,000, which Mr. Russell asks the company to give him. On the other hand the decision of the learned trial judge may stand the criticism of an appeal. The talk about Mr. Peck's cross appeal is only eyewash for shareholders. Mr. Peck did not start any appeal, but has filed a cross appeal on the principle that, if anything is to be reversed, then just as well mention a small matter, that undoubtedly is open to argument. Shareholders may note from an entirely unnecessary circular dated the 11th instant that Mr. Peck delayed a formal cross appeal, until the last moment, hoping that Mr. Russell would consider the interest of his co-shareholders sufficiently to withdraw his appeal. It seems probable that shareholders, or a majority of them, will agree to the compromise and give Mr. Russell a present $300,000. That is, if they can dispossess the minority for the benefit of themselves, or one of their number. Now, there is another aspect of the case. The late chairman of directors had secretly dispossessed the Company of some two and a half million, and did not return it, until he was compelled to. Now it is proposed to give him a present of about $300,000 for his valuable services, i.e. about $1 per share. I see no proposal to give anything to the man who, at great trouble and expense, disclosed this transaction, recovered two and a half million for the shareholders. They might at least give him as much as they will give Mr. Russell. Mr. Peck almost unaided has recovered die best part of $10 per share for shareholders. Have any of those, who have since sold at a profit, sent Mr. Peck a cheque for even half of what he made for them? I have not heard of any who have refused the profit. I have previously taken up the cudgels on behalf of Mr. Peck, because I like to encourage any man who will fight my battles and find me money for nothing, but I regret to say that most of the Malayan Collieries shareholders are very luke-warm on the subject of recompense. YOURS, etc., H. HOPSON WALKER.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 16 February 1925, Page 1
 • THE DAY'S NEWS. • Mr F.C. Peck writes a further letter on Malayan Collieries- Page 9.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 16 February 1925, Page 9 and Malayan Collieries. [Letters] The Straits Times, 16 February 1925, Page 10 and The Malay Mail, 16 February, p 8. LETTERS TO THE EDITOR. MALAYAN COLLIERIES. To the Editor. Sir, —I have taken legal advice with respect to the proposed compromise between Malayan Collieries, Ltd. and Mr. Russell and his firm; and I am definitely advised that, in view of my opposition to it, that compromise would be ultra vires or illegal; in consequence of which, if the proposed resolution should be carried on Friday next, further litigation and expenditure will be entailed in order to restrain the directors from carrying the proposal into effect. Apart from this aspect of the question, the proposed resolution would, in my opinion, be invalid on other grounds, such as misrepresentation or unfairness. In the circular issued to shareholders, the main reasons put forward for the compromise appear to be as follows: — We are informed that the result of the arrangement is that the company, in return for the consideration to be given to Mr. Russell, "retains the whole benefit of the judgment of Mr. Justice Whitley"; or, as it is also put, the company is to give up 8 per cent or 9 1-3 per cent of the judgment "in order to make sure of the remaining 92 per cent or 90 2-3 per cent" etc; and we are further informed that "there will be available for the immediate benefit of existing" shareholders 52,495 shares and after the payment of costs approximately $800,000." These statements are not accurate unless I support the compromise and withdraw my cross-appeal, which I have no intention of doing. According to the F.M.S. Courts Enactment, 1918: —"27 (ii) The Court (of Appeal) shall have power to draw inferences of fact and to give any judgment and make any order which ought to have been given or made and to make such further or other order as the case may require. "(iii) The powers aforesaid may be exercised notwithstanding that the notice of appeal may be that part only of the decision may be reversed or varied, and such powers may also be exercised in favour of all or any of the respondents or parties although such respondents or parties may not have appealed from or complained of the decision.” It seems clear from the latter part of this quotation that, even if Mr. Russell withdraws his appeal, that will not prevent the Court of Appeal, if when hearing- my cross-appeal, they should think the judgment of Mr. Justice Whitley wrong, from reversing the whole of that judgment, thus depriving the company, subject to my appeal to the Privy Council, of the 92 per cent or 90 2-3 per cent which the circular represents as being assured. In view of such a possibility the shares and funds received under the judgment should be no more available for distribution than they are now. Assuming that there is no danger of the main judgment being reversed, the proposal amounts to one of giving Mr. Russell the whole of the benefit that he is claiming in reduction of the relief awarded by Mr. Justice Whitley without any set-off on account of my cross-appeal, in which I claim an addition to that relief of an approximately equal amount, namely, about $200.000, and without preventing the litigation being continued to the Privy Council. Further, the circular is one-sided in making so much of the "extremely heavy costs and expenses" which would be incurred by the Company and which would be irrecoverable in any event, when it makes not the slightest reference to the equally heavy costs and expenses which Mr. Russell would likewise incur, which would also be irrecoverable, and which consequently should be taken into account in considering the likelihood of Mr. Russell proceeding with his appeal. Other points must be left until the meeting. Yours, etc., FREDK. C. PECK. Singapore, February 14th, 1925.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 20 February 1925, Page 7MALAYAN COLLIERIES. [To the Editor, 'Malay Mail."] 0. Sir, — While the financial interests of the shareholders are being discussed in your columns before shareholders decide whether they will support the proposed resolution or not one or two aspects of the case appear to me have been rather overlooked. 0. (1) The endless litigation if allowed to go on must directly or indirectly, sooner or later, if it has not done so already, interfere with those responsible for conducting the company’s affairs. 0. (2) The present Board of Directors are, I understand, mainly composed (even excluding Mr. Russell) of large shareholders. If they, after careful consideration, are satisfied that the present proposal to end this litigation, is a fair one, it is for small shareholders, many of whom have only recently acquired shares for a gamble, to dispute their advice? 0. (3) Mr. Russell himself is still, I believe, by far the largest shareholder of all, and as large a proportion of the $10 per share referred to by Mr. Hopson Walker will go or has gone back to him. I am unable to see the wisdom of those wishing for the litigation to go on. 0. (4) It is not I think disputed that only a man of Mr. Russell’s outstanding ability could have given the returns to shareholders on capital invested that Malayan Collieries have done in the past, particularly when it has been shown that the original Board of Directors practically allowed him a free hand, and now that this proposed agreement returns to the shareholders still further dividends that are said by some to have been wrongly directed before, again, I suggest, let this litigation cease and so enable the present Board to get on with the real work of the Company. Your etc., 0. AN ORIGINAL SHAREHOLDER

The Straits Times, 20 February 1925, Page 8 . 
On Other Pages. Malayan Collieries Meeting Page 9.

The Straits Times, 20 February 1925, Page 9
 Malayan Collieries. (From Our Own Correspondent.) Kuala Lumpur, February 20. At the extraordinary meeting of Malayan Collieries, to-day, there were considerable interruptions when Mr. Peck was making his speech. Mr. Hopson Walker doubted very much whether the agreement could be carried into effect if Mr. Peck was against it. The resolution was carried by 13 votes to 7 on a show of hands. Mr. Hopson Walker demanded a poll. The poll resulted: For resolution 106,017, against 11,179.

The Straits Times, 20 February 1925, Page 10 Malayan Collieries. To the Editor of the Straits Times. Sir, — ln his letter to the Malay Mail (reprinted by you) Mr. Hopson Walker suggests that the shareholders of Malayan Collieries, Ltd., are reluctant to recompense Mr. Peck whilst they are very ready to accept all the benefits. Mr. Hopson Walker may be right, but are there not a good many like myself, who are waiting until a final settlement is reached and have been hoping that ultimately the directors would do the proper thing and reward Mr. Peck from the company’s funds? 0. It now appears unlikely that a Board composed of gentlemen appointed by Mr. Russell will ever treat Mr. Peck fairly or adequately, and it is up to shareholders to subscribe privately some portion of their profits. If Mr. Hopson walker cares to open a list I am ready to subscribe. - Yours, etc., “MINORITY SHAREHOLDER” 0. February 18, 1925.

THE MALAY MAIL, FRIDAY, FEBRUARY 20TH, 1925 STORMY COLLIERIES MEETING Compromise Proposal Carried. PERSONALITIES FROM THE CHAIR The most stormy meeting that the Malayan Collieries, Ltd. had since it started operations was held this morning, when in the presence of a very large attendance of shareholders the proposal to compromise was carried by 106,017 votes to 11, 179. Mr. H.N. Ferrers, the chairman of the company, presided, and explained the main lines of the compromise. Mr. Peck opposed the compromise, for the reason that Mr. Russell would never gain even if he went into appeal anything like the amount which the Board now proposed to give him. He said that the present directors were the nominees of Mr. Russell, and were as subservient to him as the previous boards. There were frequent interruptions by the directors, especially Mr. Barr and Mr. Ferrers, while Mr. Peck was speaking, particularly by way of denials that they were either nominees of Mr. Russell or subservient to him. Mr. Peck, in the course of his speech, said that one of the reasons why he brought his action was to establish a higher standard of commercial morality in this country. The proposal for the compromise embodied in the agreement was tantamount to a agreement to let Mr. Russell, who had defrauded the company, receive a part of the benefit which he had obtained, Mr. Ferrers said that it was a lie to say that Mr. Russell defrauded the company. Mr. Peck said that it was Mr. Justice Whitley’s judgement, and repeated from memory a passage in which the judge said that the action of Mr. Russell was per se fraudulent. The chairman challenged Mr. Peck to show it, and Mr. Peck asked him to produce the judgment. The judgment was later produced, but the matter was not again taken up. Mr. Peck stated in the course of his remarks that, although the circular of the directors tried to make out that his costs had been paid, not a cent had been paid. In his reply, the chairman said that what the court wanted Mr. Russell to reimburse Mr. Peck were the costs which he had incurred with regard to his lawyer. As matters stood Mr. Peck had not paid a cent to Mr. Braddell. Commenting on the question of commercial morality, Mr Ferrers said that Mr. Peck, who had a back room in some insignificant hotel in Singapore, could not pose as a champion of commercial morality. He posed as a great lawyer, and his friend Mr. Still was in the same category. They in Kuala Lumpur did not want these gentlemen to come to Kuala Lumpur to teach them commercial morality. Mr. Barr, Mr. Cunningham and Mr. Huxtable, also spoke, and when the resolution was put to the meeting on a show of hands it was carried, 13 voting for and 6 against. A poll was called for by Mr. Hopson Walker, and the voting resulted as recorded. A fuller report of this meeting will be given in a later issue.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 20 February 1925, Page 1 THE DAY'S NEWS. Correspondents write on racing, cricket and Malayan Collieries- Page 7.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 20 February 1925, Page 6 Mr. F. C Peck arrived in Kuala Lumpur on Wednesday from Singapore, to attend the Malayan Collieries meeting on Friday.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 20 February 1925, Page 7MALAYAN COLLIERIES. To the Editor. 0. Sir, To-day in Kuala Lumpur Mr. Peck is probably opposing "the resolution" with a sublime disregard for his personal interests. 0. Mr. Peck's handling of the "Option" Case appears to me to have been the most remarkable individual performance in Malaya for many years and it seems extraordinary that the Court in giving judgment could not lawfully award him, say 10 per cent “salvage”. 0. He has done notable work in Malaya in other directions – one wonders if he would have done more if he had allowed the mellow side of his character to have had fuller sway- if he had developed a capacity not only to see “Sermons in Coals” but “Good in Everybody”. 0. Yours etc. ADMIRER

THE MALAY MAIL, SATURDAY, FEBRUARY 21ST, 1925 AND THE MALAYAN TIN AND RUBBER JOURNAL 15/3/1925 Vol. X 1 V No 5 page 308 Standards of Commercial Morality. RESOLUTION TO COMPROMISE ADOPTED Mr. Peck in Small Minority. An extraordinary general meeting of Malayan Collieries, Ltd., was held yesterday at the offices of the company, with Mr. H.N. Ferrers, the chairman of directors, in the chair. The others present were: Messrs. James Barr and Cunningham (directors), F.C. Peck, H. Hopson Walker, Mrs. King, Messrs. Tan Chong Chew, C.H. Huxtable, J. Weston, B.J.P. Joaquim, E.D. Shearn, F. Clyde Jeavons, Cormack, Burn Murdoch, Codner, Wakefield, Fearon, M. Cumarasami, Yap Pow Chin, John Hands, Whitehead, and H.D. Brown (secretary.) After the notice calling the meeting had been read, the chairman said that it was with a certain amount of trepidation that he faced for the first time the shareholders of the Malayan Collieries, Ltd. It had so happened that although he had been for so long interested in the company, he had never been in that position before, and he esteemed himself particularly fortunate that the circumstances with regard to the company should be such as they were that day. It should be a matter of very great satisfaction to all shareholders that their shares should stand so high as $33-$34. They had never stood so high before. So that if any shareholders wished to realise they could do so now at a profit. Further, the reputation of their company as an industrial security stood as high as, if not higher than, any other, and comparing with other well established industrials, like the Straits Trading Co., in the country, they stood nothing to lose by the comparison. They had a magnificent property and until the saw it they could not realise what A Magnificent Property it was, and how much the State of Selangor and British Malaya generally owed to the enterprise, energy and courage of Mr. Archibald Russell. Those who had not seen it before could form some idea of the property by looking at the pictures which adorned the walls of that room. It was to him remarkable that the stretch of land which the collieries now occupied and which he knew as jungle before the Malay Forest Guard Wahab first discovered the coal, could have been so magnificently developed. Where there was once virgin jungle there was now a small town. That remarkable progress was due to Mr. Russell, and if Mr. Russell were left alone and allowed to continue his pioneer work in the industrial sphere of the country they might see as vast improvements as they witnessed at present. Before he actually put before the meeting the resolution there were one or two things he wished to say, particularly because he saw before him an energetic set of reporters. In the first place everyone who was interested in the welfare of the company would be glad to know that they had every prospect of continuing to have the services of Mr. James Barr as general manager. Russell and Co.’s position. Another point that would be of very great interest to the people at that meeting would be to know what the relation of the firm of Messrs. J. A. Russell and Co. to the Malayan Collieries was going to be. The directors had decided that it would be very much against the interest of the Malayan Collieries, Ltd., if they could not rely in the future, as they had done in the past, upon Mr. Russell’s vast experience, and his knowledge of the whole country and all the industries carried on within it. Therefore the directors had come to the conclusion that they should retain the services of Messrs. J. A. Russell and Co., but only in a consultative capacity. They would not have any administrative power and would not be fettered in their general work. The exact terms of the arrangement proposed to be made with them would be communicated to the shareholders in due course. The directors were quite determined that it was very advisable that they should be able to avail themselves of the services of Messrs. J. A. Russell and Co. and of their knowledge and experience. It had been stated in the press that because Mr. Justice Whitley found that Russell and Co. had, in breach of their duty, diverted the Seboekoe expedition to visit Goenoeng Batoe Besar, it was grossly wrong to have Russell and Co. in any way actively concerned in the affairs of Malayan Collieries, Ltd. He did not propose to delve into the evidence given at the trial and the facts which were then proved, beyond saying that he considered it A Sufficient Answer to any press criticism to state that when the Goenoeng Batoe Besar property was offered by Mr. Russell to the board and the board bought from him as a principal, the directors fully knew that the expedition which had started out to go to Seboekoe had gone to Goenoeng Batoe Besar first, and that Mr. England, the company’s manager, had not from thence gone on to Seboekoe personally, but sent his subordinate, Mr. Brickman, to Seboekoe, and had himself returned to Kuala Lumpur. Mr. Brickman later on reported adversely to the board upon Seboekoe, and the board turned it down, and he believed he was correct in saying, the Seboekoe property still remained awaiting a purchaser. There was no question but that the board were at the time perfectly satisfied with the diversion of the expedition to Goenoeng Batoe Besar, and it was clear that the directors saw nothing improper in Mr. England going to Goenoeng Batoe Besar and reporting to his board on that property instead of carrying out the original plan of going himself to Seboekoe. The directors knew all these facts before they bought the property, and there was no concealment as to them by Mr. Russell, with whom they also knew that they were dealing as a principal. There was time for the directors to have sent Mr. England back to Seboekoe had they so desired but they did not do so and at no time did they suggest that it would have been better had Mr. England carried out his original instructions and gone to Seboekoe himself instead of sending Mr. Brickman there. Position of Mr. Peck. Up to this point he had been merely dealing with regard to the continuing of the intimate connection which had always existed between the Malayan Collieries and the firm of Messrs. J. A. Russell and Co. Nobody could deny the fact that the prosperity of the company was largely due to Mr. Russell and Messrs. J. A. Russell and Co. Another point which he could not sit down without alluding to was the position of Mr. Peck in the matter. They all realised, and it was a fact that could not be disguised, that had it not been for Mr. Peck this large sum of money would not have been available to them and the question of dealing with it or with the resolution would not have arisen. At the present time they were anxious to know what Mr. Peck’s position was. Mr. Peck was accustomed very freely to communicate on the affairs of their company to the Press and in one of his last letters he came to the conclusion that the previous directors, the gentlemen who disappeared somewhat suddenly a few weeks ago, had “dished” him. He did not know what meaning to attach to the term “dishing”. Mr. Peck apparently did not get the treatment which he expected to get at the hands of those directors. They (the present directors) would be able to improve on that. They had no desire, neither his colleagues nor himself, to meet Mr. Peck anything but fairly. They wanted thoroughly to understand what his position was, and they hoped that they would succeed in settling that very complicated litigation which had lasted so long, cost so much, and stood in the way of the development of the magnificent property which they possessed. The Resolution. Mr. Barr then moved: That the conditional agreement dated the sixth day of February, 1925 and made between Malayan Collieries, Ltd. of the one part and J. A. Russell and J. A. Russell and Co. of the other part a copy whereof had been circulated to shareholders should be and is hereby approved and that the same should be carried into effect. Mr. Cunningham seconded. Mr. Peck, at the outset, protested against the meeting and the way in which it had been called without giving him anything more than the minimum time to put his views before all the shareholders. He regarded the resolution as being put forward more in Mr. Russell’s interests than in the interests of the company. It had undoubtedly been put forward by Mr. Russell’s own nominees. Mr. Barr: You are absolutely wrong. Mr. Peck: Are you not Mr. Russell’s nominee? Mr. Barr: No, I am not. Mr. Peck: Directly or indirectly you are his nominee. The chairman: You must address the chair, Mr. Peck. Mr. Peck, continuing, said that reading the circular one would think that the directors had persuaded Mr. Russell to withdraw the suit on the terms proposed. Mr. Russell himself had wanted to withdraw the appeal, and these very terms were proposed by Mr. Russell to him before and he rejected them because they were not fair to the company. He was satisfied that Mr. Russell had not a ghost of a chance of winning in appeal on the main part of the judgement. There would certainly be some argument on four points regarding the relief. Mr. Peck’s Analysis The circular and the agreement which accompanied it asked the shareholders to give this large sum of about a quarter million dollars in order to protect the remaining 91 or 92 per cent. He maintained that 91 per cent. was absolutely safe, and he wanted to have it absolutely and clearly established in a court of law that there was no doubt whatever that such a transaction as that which Mr. J. A. Russell and J. A. Russell and Co. put through was illegal and fraudulent and that any person putting through any such transaction was accountable to the company. The directors were now proposing to throw a certain amount of doubt on that. That was the main basis of the agreement and the circular. They who proposed this compromise had no right whatever to the judgment. He himself obtained that judgment against the opposition of the company and they had no right to deprive him of the moral satisfaction, one of the reasons which prompted him to bring the action being his desire to establish a higher standard of commercial morality in this country. The chairman: Really! Mr Peck, continuing, said that he did not any doubt whatever cast upon that main part of the judgment. He had taken legal advice and he had been advised that the agreement was illegal and that it could not be carried into effect against a dissentient minority. In November 1922 the company by a very large majority decided to defend the suit which he brought. The company put in a defence. The company now had no right to overrule the judgment given in his favour. This same company which was overruled with regard to its defence that he had no right to sue, now proposed to overrule the order of the court. They proposed to give away 8 or 9 per cent. Why not give away 80 or 90 per cent.? That would be a farce, and no court would tolerate such an interference with its powers. The latter part of the agreement proposed to indemnify Mr. Russell against any further relief which he (Mr. Peck) might obtain. That amounted to a tacit admission by the directors that he had a perfectly legal right to go on with the cross appeal. The chairman: Certainly. Contempt of Court. Mr. Peck, continuing, said that what the directors said if effect was that they were not going to take any notice of what the appeal court might say. They admitted that he had a perfect right to go before the three judges, but whatever order those judges might make it was not going to be carried out. What was that, if not a contempt of court? He wanted to take the matter to the most impartial tribunal they had. He had taken it to the Supreme Court and he wanted it to remain there, except on certain terms satisfactory to him, one of which was that with regard to the main judgment there should be no possible doubt. With regard to the judgment as a whole he had little doubt that Mr. Russell would not go to appeal. He was satisfied that Mr. Russell stood to lose more by going on with the appeal than he stood to gain. They were proposing to give away more than Mr. Russell had the slightest possibility of winning even f he succeeded on all the four points which he had previously mentioned. Mr. Russell was asked to deliver 8,676 shares. He would not get more if he went to the appeal court, at least not more than the equivalent of 8, 676 shares at $21.50 a share. That was the amount which was awarded to him in respect of 10,000 shares which Mr. Russell did not deliver. He could not possibly get more shares in the face of that. They were now proposing to give some $100,000 more than there was the slightest possibility of Mr. Russell getting, assuming that all the four points were decided in his favour. He had spent money in preparing for the appeal before the superior tribunal. That appeal was quite close at hand. The main incentive to his pursuing the case was not to put unearned money into the pockets of shareholders who had opposed him. They had no moral right to it at all. What right had those shareholders to propose to disburse the property which he had obtained by his own efforts? How could two co-defendants compromise without the permission of the plaintiff? He said that this compromise was “ultra vires” and in his opinion could be prevented from being put into force. He understood that in some quarters he was characterised as a litigant; but he thought that that term could be applied with greater force to Mr. Russell. Mr. Russell had threatened litigation and bluffed, sometimes with a certain amount of success, at every turn. By a threat of litigation he got the directors of the board out recently. The chairman: That was my threat. Mr Peck: I say you are Mr. Russell’s agent. The chairman: You are making a big mistake. If you do that again I shall have to call you to order. Confine yourself to the truth. Mr. Russell’s Bluff. Mr. Peck: I am confining myself to the truth as far as possible. Continuing, Mr. Peck said, that they had first the bluff of Mr. Russell with regard to a large number of his supporters, then they had the great litigation against Hong Guan. That was another bluff which did not come off. Then they had another bluff with regard to the Loke Yew estate votes. Now they had more threats with regard to expensive litigation in his taking the matter to the Privy Council. His own opinion was that Mr. Russell would not dare to go to the Privy Council or even to the Court of Appeal. Mr. Barr: You are assuming too much, aren’t you? Mr. Peck: I do not believe it. Continuing, Mr. Peck said that the effect of the resolution was that they were going to tell Mr. Russell that he could defraud the company to the extent of a quarter million dollars at least, leaving aside the main judgement, in a position of trust, and if a shareholder attempted to bring him to book other shareholders would come along and exonerate him. Looking at it another way, Mr. Russell might again defraud the company to the extent of another 2 ½ million dollars, and if anyone with the knowledge of recent happenings dared to take legal action and carry it to a successful issue, Mr. Russell had only to threaten an appeal and the shareholders would be giving him 8 or 9 per cent, and they would be going on doing that “ad infinitum.” What was there to prevent Mr. Russell from further defrauding the company? Mr. Barr: That is a very strong word to use. The chairman: That is another of your lies. Mr. Peck: That is what is said in the judgment. The Chairman: No. Mr. Peck: The judge said that this transaction was “per se” of a fraudulent character. You get the judgment and I shall show you where he said it. I am usually very careful as to what I say, but I am not an expert at extempore speaking. The judgment was produced but the matter was not pursued. Unpaid Costs Mr. Peck, continuing, said that if that agreement was carried through any one of the shareholders who was absent could come along and could sue the board and hold it personally responsible for it on the ground that he had not acquiesced. Mr. Peck said that he was not speaking for himself alone but also for others who had sent proxies to him against the resolution. He also understood that proxies had been sent to the directors direct against the resolution. There were one or two other matters to which he wished to refer. One was the question of costs which, it had been stated, had been paid. He wished to inform the shareholders that not a cent had been paid. Of these costs only about 10 per cent. consisted of his personal costs, costs of journeys to Kuala Lumpur to frequent meetings and to Soerabaya and Amoy in connection with the litigation. Mr. Hopson Walker said that Mr. Peck had been asked to address the chair, and he too had to do so, although what he had to say was mainly intended for the shareholders. The position was somewhat peculiar, and Mr. Peck had gone into it. He wished to remind the shareholders that it was Mr. Peck who had brought the action, and it was he who had recovered for them about 2 ½ million dollars. The company itself did not bring the action. It stood out of it, and further, placed every possible obstruction in Mr. Peck’s way to prevent him from making the exposures which the evidence in the case undoubtedly proved. Under these circumstances he doubted very much, Mr. Peck being against that proposal, whether it was possible for the company to come to any compromise as proposed. The company were not plaintiffs. They did not apply to be made plaintiffs even after it had been shown that their late chairman had defrauded the company. Now two defendants who had been working together proposed a settlement, and he doubted very much if it could be carried into effect. That was the second time they had met to confound the machinations of The Persistent Mr. Peck and he called attention to the previous occasion. The previous occasion was when the shareholders were called to decide whether they would have the case tried in open court or referred privately to some referees. Mr. Peck did not appear before those referees, but the report of those referees had never yet been made public. They were entitled to draw any conclusions they liked. It was clear that that report had been kept back. Mr. Barr: At the wish of the referees themselves. Mr. Hopson Walker: I shall, at a later date, ask for the report. The Chairman: I have asked for it myself. Mr. Hopson Walker: The fact is that the report has not been disclosed. The Chairman: That is quite true. Mr. Walker: Mr. Joaquim tells me that the report has been open to shareholders. The Chairman: You shall have an opportunity of seeing it. Mr. Walker: I have been refused. Mr. Barr: I understand that there has been some legal difficulty. Mr. Walker: The fact remains that it has been kept back. Mr. Barr: By whom? Mr. Walker: By the late board of directors. Mr. Barr: Which late board? Mr. Walker: All the late boards. Now we have another board as subservient as the others. Mr. Barr: Subservient to whom? Certainly not to you. Mr. Walker: Oh no. Not to me. No one imagines that for a moment. Continuing, Mr. Hopson Walker asked what the compromise was which they had been asked to accept. Mr. Peck had explained it very fairly. He thought it was not commenting on a case which was “sub judice” to mention that the judgment of 2 ½ million dollars stood, and he did not think it was improper to mention that there was not the slightest prospect of any appeal reversing that. Mr. Russell had given his opinion on it by proposing that settlement in which he abandoned two million dollars. He did not think they could ask for better proof of what Mr. Russell himself thought, about his chances in appeal. Therefore the bogey of appeal had gone. Mr. Russell had proposed to give up his claim to appeal, but he wanted an indemnity from that company for anything which Mr. Peck might obtain by his cross-appeal. That again showed Mr. Russell’s opinion of the value of the cross-appeal. It showed that he was fairly certain that Mr. Peck would succeed, and he asked the company to indemnify him. Mr. Peck had given his opinion on that, and he (the speaker) endorsed that opinion. The threat of costs was another bogey. Another Bogey. The costs amounted to about 30 cents per share, which was less than any dividend which had been paid for a long time. If a further appeal was heard, the lawyers present would know, that no evidence had to be called. The calling of witnesses was one of the biggest and heaviest charges. Mr. Peck had pointed out that the company had to pay $45,000 as costs to Mr. Peck, for liabilities incurred by him on behalf of that company, but the company had not paid it. The last directors, in spite of an order of the court, and in spite of an expression of opinion by the shareholders, had neglected to pay it. Any excuse now put forward for neglecting to pay would be entirely specious. The reason for keeping it back was to prevent Mr. Peck from receiving the financial help necessary to carry on with his appeal. The chairman: What costs are you referring to? Is it as between solicitor and client as we say? Mr. Hopson Walker replied in the affirmative. Continuing, he said that he did not know whether the shareholders were even aware of the fact that Mr. Peck, even when he was fully successful in that case, stood to make not one cent of profit for himself. He knew it from the start. There was a possibility that the company might be grateful. But from what he saw the majority of shareholders were not grateful for the disclosure made regarding one of their friends. Mr. Russell would still control the voting with regards to any proposal to reimburse Mr. Peck, the man who made those disclosures. The way that that control would be used could only be guessed. Mr. Peck had only a very small interest in that company. Because he was a poor man some people seemed to think that he was a blackguard. The chairman: No, nobody said that. Continuing, Mr. Walker said that his financial position was even less strong than Mr. Peck’s. When Mr. Peck started that litigation he held more shares than the three which he had now. Who made him sell those shares? It was the company, by asking him to produce security for the company’s costs. The company got him to sell those shares and it was disgraceful that the statement should be thrown in his face that he owned only three shares. It was not possible for the company to compromise because it was a defendant in the case. With regard to proxies. Mr. Hopson Walker said that he had a few. There was, however, a big shareholder in London who had sent him a proxy to use at his discretion. That gentleman had been approached by cable on Mr. Russell’s behalf and he himself had received a cable from that gentleman asking him not to use the proxy against Mr. Russell. Methods had been adopted by the company to obtain votes which were not familiar to him. He was very doubtful as to whether the cable which he had received was authentic. He was however informed by Mr. Shearn that it was authentic. He was therefore not using that proxy one way or the other. He wished also to mention that he received the cable before the fact of the proposed compromise was made public in Kuala Lumpur. Chairman Replies. The chairman, replying to the points raised, referred first to the question of the referee’s report. He read a letter from a file which he had written in Oct. 1923, asking for that report. He was refused. He wrote again last year to the Board but it was again refused. There was probably a chance of Mr. Peck modifying his plaint if he had seen that report. He was doing everything possible to get that report to show it to Mr. Peck. In spite of those efforts Mr. Peck now got up and said that he was Mr. Russell’s nominee. He was in favour of that report being produced so that they would all see it. At present it might only be of historical interest, but he was now in a position to order its production and he would do so. But what he particularly objected to was being called Mr. Russell’s nominee, which was perhaps technically correct……….What actually happened was that when the late board of directors suddenly disappeared Mr. Russell was left alone and he could not carry on the work of the company without having even the minimum number of directors. In the position he was then in he approached the biggest shareholder of the company. He (the speaker) was the biggest individual shareholder and he was asked by Mr. Russell to become a director. Could anything be more proper? There was another big shareholder in Singapore who was a supporter of Mr. Peck, who was asked, but he declined. Mr. Russell and he had approached the most respectable supporters whom Mr. Peck had, or was ever likely, to have. Mr. Peck was very fond of picking up a few Latin tags, a habit of his friend Mr. Still, and then using phrases like ultra vires and intra vires. There was another phrase which he would use and that was infra dignitatem. He (the speaker) considered it infra dig to answer Mr. Peck in the language which he had thought fit to use. He cautioned Mr. Peck to limit himself to the truth. Mr. Peck had made the statement, and Mr. Still had published it, that when those directors disappeared it was ultra vires, invalid, void, and everything else. It was Mr. Peck’s opinion, and of Mr. Still, an equally great lawyer, that the resignation of those directors was ultra vires and that the four of them would remain directors willy nilly for a month or six weeks. That was the sort of truth and law which they got from Mr. Peck. Question of Costs. With regard to this question of costs there was not the slightest doubt that the costs of the action as recoverable from Mr. Russell had been paid. The account was a very large one. There was another part of the decree in which the judge said the company should reimburse to Peck what he paid to his solicitors. That was what the company had to pay. But Mr. Peck did not pay a cent to Mr. Braddell. They all knew that Mr. Peck had not paid a cent to Mr. Braddell. Braddell Brothers did not get a cent from Mr. Peck, not a word of gratitude and they had parted brass rags. They had to re-imburse Mr. Peck what he had disbursed, but he had not disbursed six pence to his solicitors. Here was on the one hand a man who had succeeded in a great industrial achievement. Mr. Barr, who had vast experience in the industry, would tell them what Mr. Russell’s achievement was like. Against him they had Mr. Peck who spent his time in the back room of an insignificant Singapore hotel hatching litigation, and more litigation, and he came there before them and talked about commercial morality. “This is the pride of Singapore, this fellow Peck, the pet of Mr. Still, the apostle of commercial morality,” continued the chairman. “These gentlemen seem to think that we do not know them.”

The Straits Times of 21 February 1925, Page 9, version of this exchange was:

“Referring to the order of the Court that Mr. Peck’s lawyers costs should be paid by the company, the chairman said: “We know perfectly well that Mr. Peck has not paid Braddell a cent. Not a word of gratitude or a cent of money has Braddell received. We know that Peck has not disbursed a sixpence, and they all took it (the case) up as a spec. We have got to reimburse Peck for money he never took out of his pocket” “Is Mr. Peck going to set up as a professor of commercial morality?”, the chairman continued. “ Do these gentlemen ( Mr. Peck and Mr. Braddell) really suppose that we do not know who they are and what they are? I look upon them both as belonging to the same camp, and following the same methods, and we don’t thank Singapore for sending up these examples of commercial morality. We have in Mr. Russell a gentleman who has built up a magnificent industrial achievement, and who has created a property of which anyone might be proud…Against that you have a fellow like Peck, who has never done a decent stroke of work in his life, who spends his time in a back room in Singapore Hotel trying to get up more litigation, and he comes up here and talks about commercial morality. This is the pride of Singapore and the pet of Still, who comes and lectures us on commercial morality.”

THE MALAY MAIL, SATURDAY, FEBRUARY 21ST, 1925 continued:

Mr. Hopson Walker: Will you bracket me with those remarks? The chairman: Yes. But you don’t say you are an authority on commercial morality. Mr. Hopson Walker: I fully endorsed what Mr. Peck said about commercial morality. The chairman: It is all right. Why shouldn’t you? I think your methods are to be regretted. Continuing, the chairman said that had Mr. Peck adopted a different tone from what he had adopted it might have been possible to come to some settlement. Mr. Hands: With regard to the referees’ report you said that it would be open to the inspection of Mr. Hopson Walker and Mr. Peck. Would it be available to us? I want to see it. The chairman: Yes. Mr. Peck: I notice the company’s solicitors are not present. I regard the agreement as illegal. How is it that the company’s solicitors are not here to give the benefit of their opinion to the shareholders? The chairman: Mr. Peck, you know all about the law. Mr. Peck: But all don’t accept it. With regard to the directors being nominees of Mr. Russell one point I omitted to make, Mr. Barr is an employee of the company. I do not want to say much about him. Mr. Ferrers and Mr. Cunningham both supported Mr. Russell in this litigation. The chairman: Hear, hear. Mr. Peck: That is the sort of chairman you have, ladies and gentlemen, who supported Mr. Russell in his litigation, and then puts forward this resolution as being in the interests of the company. They not only supported Mr. Russell but……… The chairman: From the beginning to the end. Mr. Peck: How can you then say that you are really thinking of the shareholders in proposing this compromise? Mr. Cunningham: As far as I am concerned, I did not vote against the granting of costs. Mr. Peck: You sent in your proxy but I admit it was not used. Mr. Cunningham: I am in the country now. Mr. Peck: I certainly hope you will not adopt the attitude of the chairman. Mr. Cunningham: I have never been against remuneration being given. Mr. Peck: I only say that you are Mr. Russell’s nominee. Mr. Barr said that in the discussion one point had been entirely lost sight of. The shareholders were given an opportunity now of finishing with the litigation. The company’s business was to produce coal and dividends for shareholders. The company had a perfect right to express its opinion as to how the money should be disbursed. He felt very strongly that in that matter the minority should be bound by the majority. That was a commonsense view to take. In commercial life compromise was the order of the day. He wished to refer to the innuendoes which Mr. Hopson Walker had thought fit to make. Mr Peck fought hard, but apparently he fought cleaner than some of his supporters. Mr. Huxtable deprecated the heat which had been shown in the discussion. He agreed with Mr. Barr that this litigation should be stopped. But he did not think that they realised that the great benefits which the company had derived had been the result of Mr. Peck’s action. The bigger the shareholders the greater their gratitude to Mr. Peck should be. The directors should have shown greater gratitude than had been shown to Mr. Peck. Mr. Peck: I hope it will be noted that I do not know this gentleman, and I have never spoken to him. I say this because a lot of nonsense is spoken about my supporters. Mr. Huxtable: I have not known Mr. Peck, and I had to ask one of those present here who Mr. Peck was. Mr. Cunningham said that he wished to associate himself with Mr. Huxtable’s remarks. The chairman said that he had always held the opinion that Mr. Russell was entitled to what he had made. That was why he had supported him Mr. Peck said that if Mr. Russell did the same thing again the chairman would allow him to keep the 2 ½ million dollars which Mr. Russell made and which belonged to the company. The chairman: certainly. Why not? If he is clever enough to make another 2 ½ million dollars. I have no doubt that when this matter is settled he will make another large fortune. Mr. Peck: Since you say that he is entitled to keep this money will you return to Mr. Russell your share of it? The chairman: No. Mr. Barr: I take it you will not abide by the wishes of the majority? Mr. Peck said that if it was admitted that the main judgment remained intact and undoubted, and if they cut down the amount which they proposed to give to Mr. Russell to $50,000 or $100,000, the matter would be very different. What he was prepared to do was if the present board made way for a board to be selected by him and his supporters who had obtained the judgment in the face of the opposition of the majority of the shareholders, he would be prepared to accept a compromise within limits. The chairman: If Mr. Russell withdraws his appeal it means that he accepts the judgement and leaves you in full possession of it. If Mr. Peck would give the names of the ? whom he wanted on the board they would be carefully considered. Mr. Huxtable asked whether Mr. Peck had been approached with regard to a compromise. Mr. Ferrers: He was strongly advised by Mr. Braddell to effect one. Mr. Peck: That is not true. Mr. Hopson Walker: That is what you have heard. Mr. Peck said that Mr. Russell approached him with a view to compromise with almost the identical terms which were now proposed. He rejected them and his supporters endorsed his action. The resolution was put to the vote and carried the poll resulting in 106, 017 votes being cast in favour of it and 11,179 votes against.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 February 1925, Page 1 TOPICS OF THE WEEK. Some of the shareholders in Malayan Collieries appear to be getting a little tired of the deadly litigation iteration of the Woodpecker. It is disturbing those slumbers which are the prerogative of all shareholders, for what does a man put his money into a Company for if it is not to escape the bother of looking after it.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 February 1925, Page 16
 MALAYAN COLLIERIES. In all the personalities that have been bandied about in Connection with the affairs of Malayan Collieries, Ltd., says the Straits Echo, people are rather apt to lose sight of what should after all the main question: the interest of the general body of share holders. Already the Company has suffered considerably through being involved in such costly and prolonged litigation, changes of management and sudden resignation from the Board of Directors, all of which have naturally hindered the work of developing and exploiting what is admitted on all sides to be a very fine property. Unless the compromise arranged between the present Directors of Malayan Collieries and Mr. J. A. Russell is accepted, there is every prospect of further legal proceedings which will not end in the Appeal Court here, but go on to the Privy Council at Home. Mr. F. C. Peck, as we all know, simply revels in litigation, but, with the proverbial uncertainties and delays of the law, it is at least open to doubt whether this would ultimately turn out to the benefit of the shareholders at large. In the circumstances, those who intend to attend or send proxies to, the general meeting of the Company in Kuala Lumpur on Friday will do well to consider whether they should give their support to Mr. Peck, who is an avowed "die-hard" in the matter, or to the Board, I which desires to wipe out the past and "get on with the job.”

Malayan Saturday Post, 21 February 1925, Page 12
 SPARKLES. Being Smiles of the Week. By "Quiz." Yesterday there was an entertaining little reunion at Kuala Lumpur. I am writing before the event, yet am in no doubt whatever as to the entertaining side of the function. Trust Francis Charles to see to that! It was the further gathering of the clans touching affairs of Malayan Collieries Ltd., a concern which it is occasionally rumored has as its primary object the getting and selling of coal. Sometimes that seems merely incidental! Whatever the issue of the voting on the great compromise proposal, the pugnacious Peck proclaims his determination to press his great adventure remorselessly to its end, so the lawyers need not worry about their chances of going on the unemployed list yet awhile. And look ye at their little game! The company are “advised” that the big scheme is quite in order. Mr. Peck is “advised” that it is not. Once again presumably, the judges will have to decide between them- with possibly yet other judges to ponder the merits of that decision. My idea of a special play for the A.D.C. about the Collieries Comedy grows upon one. Think of the “scene” that could be extracted from the constitution of the new board of directors, following the desertion of the “independents”. “Charlies Aunt” would be a dismal drama in comparison with it. Mr. A, the sole director left, appoints Mr. B. Mr. A and Mr. B join forces and appoint Mr. C. then A., B. and C appoint others, whereupon Mr. C. having served his purpose, retires into oblivion, no doubt with a sense of duty well done. But at the year-end he ought to come forward for the 365th share of a director’s fee to which he can lay such honest claim.

The Straits Times, 21 February 1925, Page 7 and Advertisements Column 5 [Advertisements] The Straits Times, 23 February 1925, Page 14MALAYAN COLLIERIES, LTD. NOTICE OF DISTRIBUTION OF $2.30 PER SHARE (No. 16) AND CLOSURE OF SHARE RBGISTERS. 0. NOTICE is hereby given that the Directors have to-day declared a Distribution of $2.30 per share such distribution being in accordance with the Circular Letter addressed to shareholders on February 10 last, when it was indicated that provided the conditional agreement of February 6, 1925, was approved by the Company at the Extraordinary General Meeting held on February 25, 1925, the sum of $2.30 per share would be distributed to shareholders. 0. Dividend Warrants will be posted on the evening of February 26, 1925. 0. NOTICE is also hereby given that the Share Registers of the Company will be closed from Tuesday, February 24 to Thursday February 26, 1925 both days inclusive, for the purpose of preparing the necessary Dividend Warrants. By order of the Board H.D. BROWN, Secretary. Kuala Lumpur, F.M.S., February 20, 1925. Notes for brokers etc.

Page 8 Advertisements Column 3 [Advertisements] The Straits Times, 21 February 1925, Page 8 . On Other Pages. Malayan Collieries- Full Report of Meeting p.9

The Straits Times, 21 February 1925, Page 9 MALAYAN COLLIERIES. Voting for the Compromise Resolution. Angry Outburst at Company Meeting. (From Our Special Correspondent.) Kuala Lumpur, February 20. Heated passages marked the meeting of shareholders of Malayan Collieries held at Kuala Lumpur to-day to consider the compromise between the company and Mr. J. A. Russell, and Messrs. J. A Russell and Co., recommended by the directors. Despite strenuous opposition from Mr. F. C. Peck, the compromise was approved by a very large majority, the votes cast in person or by proxy in favour of it representing 106.017 shares, as compared to 11,179 against. It was stated during the meeting that the directors had decided to retain the services of J A Russell and Co. in a consultative capacity. Mr. H. N. Ferrers (chairman of the company), presided, supported by Mr. James Barr, general manager and director, and Mr. Cunningham, director. Under the judgment of Mr. Justice Whitley in the Peck Russell case, the subject of which was the purchase of the Goenoeng Batu Besar coal concession in Dutch Borneo by Malayan Collieries, Mr. J. A. Russell, managing director of the company and Russell and Co., agents of the company, were ordered to surrender to Malayan Collieries 61,162 shares at 421.50 a share, and $703,784 in cash. Under the compromise arrived at between the new Board of Directors and Mr. Russell, the company gave up 8 per cent of the fruits of the decree, in consideration of the withdrawal by Russell of his appeal against the judgment. At the commencement, the Chairman alluded to the prosperous condition of the company, and said that it was due to the enterprise, energy, and courage of Mr. Archibald Russell..... etc. (The StraitsTtimes version of the meeting reported in THE MALAY MAIL, SATURDAY, FEBRUARY 21ST, 1925 above, 2588 words)

The Malay Mail February 23, 1925, p.8 and Peek v. Russell. [Articles] The Straits Times, 24 February 1925, Page 8. Peek v. Russell. Monday's Malay Mail states Mr. J. A. Russell and Messrs. J. A. Russell and Co. have withdrawn their appeal, which was to have been heard before the full Court of appeal now sitting in Kuala Lumpur on March 2, against Mr. Justice Whitley’s judgment delivered on June 4, 1924. Mr. Justice Whitley held that the company was entitled to the return by the first and the second defendants of 76,667 shares in the Malayan Collieries, Ltd. The defendants were also ordered to refund to the company all dividends paid upon 76,667 shares. They were also ordered to pay the taxed costs of the plaintiff and the company, including the costs of the various commissions. Lastly, the plaintiff was declared entitled to be reimbursed by the company for the expenses, disbursements, and costs, as between solicitor and client, or himself, his solicitors, counsel, and agents, properly occurred in and about this suit.

From a notice in our advertising columns, it will be seen that the Malayan Collieries, Ltd., propose to distribute $2.30 per share this week.

The Straits Times, 23 February 1925, Page 10
 The Malayan Collieries Meeting. To the Editor of the Straits Times. Sir, With regard to your report of the above meeting on Saturday last, and the remarks of Mr. Ferrers, I had written a letter to you for publication, but as by this morning's post I have received from Mr. Ferrers a complete apology for his remarks, so far as they refer to Mr. Roland Braddell and my firm, I do not propose to say anything more. - Yours, etc., V.D. KNOWLES. Singapore, February 23, 1925 (Mr. Ferrers having apologised for his reckless statement, no more need be said than this- that those who know the circumstances in which Mr. Braddell appeared in the case, are well aware that he made sacrifices to do so, and that he acted with a full and honorable sense of duty to his profession and the public, Ed., S.T.)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 23 February 1925, Page 1 THE DAY'S NEWS. There was some abusive speaking at the Malayan Collieries meeting. - Page 9The Singapore Free Press and Mercantile Advertiser (1884-1942), 23 February 1925, Page 9 STORMY COLLIERIES MEETING.

The Straits Times, 23 February 1925, Page 8 . The Straits Times . MONDAY, FEBRUARY 23. (Leader) CONDONATION. It is almost a pity that the ordinary decencies of British journalism compel us to leave out some portions of the amazing speech Mr. H. N. Ferrers made at the meeting of Malayan Collieries on Friday. Possibly we give enough to shew that persons named Peck, Braddell and Still were furiously assailed, while Mr. J. A. Russell was held as a glorious example of the noblest thing in man- the power of making money. According to the judgment of Mr. Justice Whitley, Mr. J. A. Russell deprived the Malayan Collieries of nearly two million dollars by what we do not hesitate to describe as dishonest means, and he has been ordered to make restitution. The men who opposed Mr. F. C. Peck tooth and nail from the moment when he first made disclosures of his discoveries about the shady business have rallied round Mr. J. A. Russell, pleaded for proxies for him, predicted disaster if the company loses his services, wanted to thwart the judgment of a Court of Law by giving him back a big chunk of illicit profits- want in a word, to whitewash and glorify a man who has brought shame and disgrace on the business life of Malaya by plundering a company of which he was the founder and the trusted agent. By the amazing weakness of some persons who were supposed to be independent, Mr. J. A. Russell, who should never have been allowed to touch Malayan Colliery affairs while the judgment stood on the record against him, was left in sole charge of the company. He bought in the men who were ready to condone all that he had done - nay who seem almost to applaud him for the doing of it. Chief of these henchmen is Mr. H. N. Ferrers, and he was made chairman of the directorate. Those who having read his speech consider him worthy of the position are welcome to their opinion. We do not doubt that he represents a few in Malaya far better than Mr. Peck or Mr. Braddell or Mr. Still will ever do, but it is not every man who desires to be counted as one to whom the unmasked may turn for encouragement in their distress. We are not ashamed of any word we have ever spoken or written about business morality in this or any other country. If we had ever made a speech that fell from the lips of Mr. Ferrers we should want to whip ourselves with scorpions and to hide from the faces of honourable men. There may be reasonable cause for the calm discussion of compromise in regard to Malayan Collieries affairs. As to that we say nothing. What is beyond the possibility of question is that there is no cause whatever for the laudation of a man denounced by a Court of Law, or for attack upon the character and motives of the man who exposed what obviously in its essence was a gigantic fraud. 0. Before the judgment, every man was free to form such opinion as he pleased on such information as he possessed. After the judgment, unless it was reversed, it was the duty of every honourable man to treat the judgment with respect and to firmly resolve that there should be no condonation in any shape or form of what Mr. J. A. Russell had done. Simple duty to the commercial honour of Malaya dictated this attitude. Respect for the Court of Law, the highest authority in the land, made it imperative. It should not be necessary to say this to Mr. H. N. Ferrers, who is himself a lawyer- but his legal mind seems to be warped by his admiration for a man who makes big money, and pushes honour and honesty aside when they encumber him. Well, we may leave Mr. H. N. Ferrers to stew in his own juice. If the shareholders in Malayan Collieries consider him an ornament to their Board, and his admiration of Mr. Russell an admirable trait, it is their business far more than ours. But we do hold, and strongly, that the Court of Law should not be thwarted even by a very big majority of the shareholders. We believe until the company is in the hands of men who will see that the judgment is fully respected, Mr. Peck has a right to employ every power the law gives him as holder of the judgment to thwart any attempt to condone the sharp practice which it was his object to expose. If, in spite of the resolution passed on Friday, the case goes to appeal, we are content to abide the issue. The single point we have sought to make in this a case is that Mr. Justice Whitley’s judgment rules until it is modified or reversed. We do not attempt to enter into the technicalities of the case. The broad simple fact stands out clearly that in the opinion of the court Mr. J. A. Russell had no right to take for himself money which by law and by every natural right belonged to the shareholders. We believe it to be of vital importance in this country, which handles vast sums belonging to persons thousands of miles away, that there should be exposure and stern punishment of any shady transactions. There is room in Malaya for a Peck- he may serve a most useful purpose. There is no room in it for a man, however great his business ability, who lacks the supremely important quality of character. The shame of this Peck –Russell case may go far. It may have injured the credit of Malaya already, and scenes like those on Friday will injure still more. But for the shame and injury who is to blame? Is it the man who stands to lose all he has in the interests of clean business, or is it the man who had abused the big trust reposed in him, daringly and almost insolently, for his own private gain? Surely there ought to be but one answer to such a question, and yet almost it would seem that there may be many who would hurl stones at Peck and throw laurel wreaths to the man he so fearlessly exposed.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 24 February 1925, Page 6. Colliery Abuse. Whilst we have not concerned ourselves greatly with partisanship in the various phases of the Malayan Collieries case, it is impossible to read the account of the meeting in the Malay Mail without being struck by the lack of poise displayed by the opponents of Mr. Peck. No case is improved by vulgar depreciation and that is the only way in which some of the utterances of the speakers can be described, and whilst Mr. Peck, may, or may not, be wrong in his fight and in some of his contentions, he certainly came off with far greater credit in the exchange of arguments than did many of those who opposed him. It is always a suspicious circumstance when any arguments have to be supported by personal abuse, and whilst it may tickle the ears of the groundlings to refer to an opponent as living “in a back room of an insignificant hotel in Singapore,” it displays a decided lack of reasonable courtesy which gentlemen should show to each other in matters of business as in other departments in life. We do not know whether to characterize a hotel as “insignificant” is libellous or defamatory-presumably it depends on the hotel- but the use of expressions of this kind certainly brings no credit, amongst thinking men, to those who employ them. Mr. Peck’s own inference regarding the Court comments on Mr. Russell’s actions can of course easily be settled by reference to the records, but they were at least not based upon personal invective and were capable of disproof and action if incorrect. Not so many of the remarks on the other side and whilst shareholders may be impatient at the prospect of continued litigation and have preferred the bird in the hand to two in the bush, the meeting at Kuala Lumpur does not pan out greatly to the credit of the winning side.

The Straits Times, 24 February 1925, Page 10
 Commercial Morality." To the Editor of the Straits Times. 0. Sir, — If the enraged Mr. H. N. Ferrers of Kuala Lumpur and others of his ilk do not want men from Singapore to “preach on commercial morality”, he must, at least, receive some lessons from us on the manner of presiding over a public meeting, on the absolute necessity, as chairman thereof, to observe good manners, on the unwisdom of flying into a futile rage and sundry other things. 0. Observance of good manners, and, incidentally, upholding and maintaining a high standard of commercial morality, are not exclusive avocations of Singaporeans, and, for that matter, of those resident in any other places; it is incumbent upon every right-thinking and conscientious person to take to them, no matter whether he is Singaporean or a denizen of another “hole”. If, tomorrow Kuala Lumpur turns upon Singaporeans and accuses us for any justified misconduct on our part, we shall only be wanting in our sense of decency, if we do not acknowledge our grave mistake and tender our apologia; we shall also be found wanting in good manners and other attributes that go to make a gentleman, if we but turn back and “growl” at the just attack made on us. 0. After the unfortunate “episodes” that are being “enacted” in this “Malayan Collieries Comedy”, as more than one local scribe has put it, one feels that it is high time the Government stepped in and acted on the suggestion you some time back advocated in your columns to create an office of a Public Trustee, or some such official, to prevent any further “fiascoes” in the local commercial world. 0. Thank Heavens- we have yet with us men of the Still and Peck caliber to wage war against those who go astray wantonly! Yours, etc., R.B.K.

The Straits Times, 24 February 1925, Page 8
Peek v. Russell. Monday's Malay Mail states: - Mr. J. A. Russell and Messrs. J. A. Russell and Co. have withdrawn their appeal, which was to have been heard before the full Court of Appeal now sitting in Kuala Lumpur, on March 2, against Mr. Justice Whitley’s judgment delivered on June 4, 1924. Mr. Justice Whitley held that the company was entitled to the return by the first and second defendants of 76,667 shares in Malayan Collieries, Ltd. The defendants were also ordered to refund to the company all dividends paid upon the 76,667 shares. They were also ordered to pay the taxed costs of the plaintiff and the company including the costs of the various commissions. Lastly, the plaintiff was declared entitled to be reimbursed by the company for the expenses, disbursements, and costs as between solicitor and client, of himself, his solicitors, counsel and agents, properly incurred in and about this suit

The Singapore Free Press and Mercantile Advertiser (1884-1942), 24 February 1925, Page 1. THE DAY'S NEWS. 0. Mr. J. A. Russell has withdrawn his appeal in the Collieries case- Page 6….. The Singapore Free Press and Mercantile Advertiser 24 February 1925 Page 6 APPEAL WITHDRAWN FOOC KL Feb 23 Mr. J.A. Russell has withdrawn his appeal against Mr Justice Whitley’s judgement in the Peck vs. Russell litigation delivered last June.

The Straits Times, 25 February 1925, Page 8
 On Other Pages. Malayan Collieries Circular to Shareholders p. 9

The Straits Times 25 February 1925 page 9 MALAYAN COLLIERIES LTD The following circular has been issued to the shareholders of Malayan Collieries Ltd. Dear Sir (s)/ Madam, - At the extraordinary general meeting of the company held on February 20 1925, the resolution approving the conditional contract of February 6 1925, entered into between the company and Mr J. A. Russell and Messrs. Russell and Company was passed by votes 106,017 “for” and 11,179 “against”, being a majority of 94,838 votes in favour of the Resolution and these votes did not include any owned or controlled by Mr. Russell or his firm. The agreement has now been confirmed, Mr. Russell has withdrawn his appeal, and dividend warrants for $2.50 per share will be posted to shareholders on the evening of the 26th instant. Mr. Peck has threatened to proceed with further litigation thereby opposing the express wishes of the majority of shareholders who desire that all litigation should cease forthwith. The directors therefore ask shareholders to protect themselves by rescinding the following resolution passed at the extraordinary general meeting of the company held on October 30, 1924: - “A” That Mr. F. C. Peck be paid all costs and expenses properly incurred to date in connection with the F.M.S. Civil suit No. 613 of 1922 between F. C. Peck, plaintiff and J. A. Russell, and others, defendants, and further that he be indemnified by the company against all past and future costs and expenses properly incurred in connection with such litigation and passing in lieu thereof the following resolution. Resolution A2 That subject to Resolution “A” being rescinded Mr. F. C. Peck will be paid all costs and expenses properly incurred to date in connection with the FMS Civil suit No. 613 of 1922 between F. C. Peck, plaintiff and J. A. Russell, and others, defendants. By rescinding the resolution “A” Mr. Peck will, if he persists in attempting to flout the will of such a large majority of shareholders, be compelled to do so at his own expense. By passing resolution A2 Mr. Peck will still be indemnified against all costs and expenses already properly incurred by him up to February 20, 1925. Yours faithfully, - Malayan Collieries, Ltd. H. D. Brown Secretary. By Order of the Board Dated Kuala Lumpur, FMS February 20, 1925

The Straits Times, 25 February 1925, Page 10. Malayan Collieries. To the Editor of the Straits Times. 0. Sir, - Fellows like Messrs. Peck, Braddell and yourself are sadly behind the times. You speak if "commercial morality." Does it really exist? May it not have died of shock when some of those prominent in this case became company directors? No matter whether a procedure is right or wrong, clean or foul, it must not be forgotten that Directors are trustees of poor innocent shareholders’ money and must try and prevent pecuniary loss however imaginary. It may be true that not a finger was lifted to help Mr. Peck win a couple of million dollars for these same shareholders. That is a thing of the past. It is now the duty of the Directors to fight as furiously as possible, even to the extent of hitting below the belt, in order to prevent the shareholders suffering the remote possibility of a loss and incidentally to help Mr. Russell. What a screaming farce. If what his emissaries say be true his legal advisors are strongly of the opinion that he must win on appeal. He therefore has the opportunity of winning back his money, and, what is more important to some, his name. Yet, in spite of a “strong case”, he is prepared to surrender nine-tenths of his accidental gains and allow his name to remain under a cloud. If the compromise be rejected he threatens (or preferably “suggests” is the better word, for threaten smacks of blackmail) to go on with the appeal with the possibility, no matter how remote, of winning back the money and something else as well beyond price. At the “suggestion” the Directors have become intimidated. It is a chronic complaint among Malayan Collieries Directors. The last batch vacated their seats in a hurry and in spite of Mr. Ferrers eulogy on the “energy, enterprise and courage of Mr. Archibald Russell” he too was “criminally intimidated” by a little stripling like Ng Hong Guan and ran to the courts for protection only to abandon the case for reasons best known to himself. One must not blame the chairman too harshly. His behaviour was not due to any partisanship with Mr. Russell. It was merely due to the fact that he was scared. He has admitted that the profits he is about to receive rightly belong to Mr. Russell and if this compromise be rejected he stands a very remote chance of losing them. You must not judge the chairman by your old fashioned standard. By compromise he can obtain money which he is convinced does not rightly belong to him and here comes this troublesome fellow Peck with his disgusting ideas of commercial morality to spoil the whole deal. It is to wondered at that the chairman resorted to the language unusual to members of the honourable profession to which he belongs. It is true that he regretted that “in the heat of the moment”- not that he had been guilty of language and behaviour which a chairman should be the last to use but that- “ he might have seemed unmindful of the fact he had profited to a considerable extent by this action”, profits which he himself admits do not belong to him. What shall it profit a man if he gains enhanced dividends and makes such an exhibition of himself? It is useless Singapore “ sending up examples of commercial morality” for the benefit of Malayan Collieries. What is wanted is a scrubbing brush, soap and plenty of it and then a thick coat of whitewash. Mr. Peck’s defeat was his greatest victory. - Yours etc., ONLOOKER. Singapore, February 22, 1925.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 26 February 1925, Page 7MALAYAN COLLIERIES. Mr. H. N. Ferrers, as Chairman, does not seem to have handled the Malayan Collieries meeting in Kuala Lumpur last Friday with conspicuous tact, says the Straits Echo, but in spite of much vulgar abuse on both sides, shareholders happily did not actually come to blows and eventually the Directors’ resolution favoring a compromise with Mr. J .A. Russell was carried by a majority of nearly ten to one. That, we are convinced, was the best thing that could happen in the interests of the general body of shareholders and we hope that the Company will be allowed to settle down to steady work and a period of prosperity. This does not mean that we would condone Mr. Russell’s methods, which were, to put it mildly, distinctly indelicate, but that gentleman whose business capacity nobody questions, has had a sharp lesson, from which he has doubtless drawn the conclusion that the strictest scrupulosity in such matters is the best policy. As for Mr. Peck, the shareholders, certainly owe him a debt of real gratitude; but we can hardly imagine this pure and disinterested knight-errant of commercial morality allowing them to translate that gratitude into anything so vulgar and material as terms of filthy lucre. A statue in the Arcade at Singapore, the gazetted title of “Peck the Impeccable”, or the exclusive right in Malaya to wear the white flower of a blameless (financial) life would, we are sure, be much more to his taste and in keeping with his character.

The Straits Times, 27 February 1925, Page 10 and MALAYAN COLLIERIES. [Letters] 0. The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 February 1925, Page 16 and The Malay Mail, Friday February 27, 1925, p.9 . MALAYAN COLLIERIES. To the Editor. Malayan Collieries. 0. To the Editor of the Straits Times. 0. Sir, It has recently been pointed out to me that, in view of the withdrawal by Mr. J. A. Russell and Messrs. J. A. Russell Co. of their Appeal, it is extremely doubtful whether the Court of Appeal would allow argument on certain important principles raised by my cross -appeal and, even if such agreement were allowed, whether the Court would pronounce judgment on the points so raised, seeing that they do not involve any alteration in the amount of material relief sought. 0. I am further advised that I cannot contest the validity of the compromise approved at the meeting of the 20th instant in the existing suit. 0. This being so, I have come to the conclusion, after consultation with my legal advisors and some of those shareholders who have supported me in the suit, that I should not be warranted in incurring the considerable trouble and expense that would be involved both to myself and to the Company by my proceeding with that cross- appeal merely for the purpose of attempting to obtain a comparatively small addition to the material relief already awarded and received by the Company. 0. I have accordingly instructed my solicitors to withdraw my cross- appeal and thus put an end to the suit. 0. On the other hand, since the compromise approved on the 20th instant involves important principles and also a material consideration, which has already been received by Mr. Russell, amounting to the equivalent of about a quarter of a million dollars, I have instructed my solicitors to institute fresh proceedings with a view to testing the validity of the compromise and the right of the Company to the return to it of the valuable consideration referred to. – Yours, etc., FREDK. C. PECK 0. Singapore, February 26, 1925.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 February 1925, Page 1 . TOPICS OF THE WEEK. 0. (A spoof on what radio programmes will contain once broadcasting come to Malaya) 0. When Broadcasting in Malaya has been perfected and we all have our listening sets, the Topicist anticipates some programes such as this:…..7p.m.- Vocal Duet, “ Commercial Morality”, by Mr. Justice Barrett-Lennard and Mr. F. C. Peck. 9pm.- Short Lecture, “Restriction, Malaya’s Godsend”, Mr. A. W. Still. 10.30pm- A Discourse on “How to Make Money”, by Mr. J. A. Russell (relayed from Kuala Lumpur)….

Malayan Saturday Post, 28 February 1925, Page 15. MALAYAN COLLIERIES. 0. Mud-Throwing and Morality. 0. The extraordinary general meeting of Malayan Collieries, Ltd., has duly been held, and has duly resulted, as was I inevitable, in the formal endorsement of the proposal to effect what the new directorate describes as a compromise with Mr. J. A. Russell and Messrs. Russell and Co., aiming ostensibly at the termination, on what purport to be mutually satisfactory grounds so far as the Collieries undertaking and Mr. Russell are concerned, of the litigation with which the name of Mr. F. C. Peck is so prominently associated. But the matter will not end there; or if it does, we shall be tremendously surprised. 0. We are not disposed to discuss the merits of the issues raised at this meeting, or in the litigation itself. This is a matter which has been taken out of the hands of the man- in- the- street, and rests in those of lawyers, with the judges as arbiters. 0. But we do feel it incumbent on us, as (we hope and believe) voicing the sentiments of the man–in–the-street, to make some comment on the methods pursued by those who initiated the latest development in the affairs of one of Malaya’s most important industrial concerns. Our understanding of a compromise is a friendly adjustment, on a give and take basis, of honest differences of opinion, which calls for a friendly and conciliatory bearing in the necessary discussions on the part of all who are involved. Personal abuse, possibly of a libellous character, and the manifestation of unreasoning animosity against some of the principal parties to the controversy, do not strike us as a well-advised means of seeing such a friendly adjustment. Rather are they likely to intensify any stubbornness there may be, and strengthen the determination to seek the utmost that the strict application of the law will allow. 0. Thus, in our opinion, Mr. H. N. Ferrers, by his foolish, unnecessary, and provocative remarks at last weeks meeting, has inaugurated his chairmanship of Malayan Collieries, Ltd., very inauspiciously, and rendered poor service- even a very distinct disservice- to the shareholders and to his friend Mr. Russell. His childish aspersions upon Mr. Peck, an eminent counsel like Mr. Braddell, and a distinguished journalist like Mr. A.W. Still, even if they have no serious personal consequences for himself (and he will be fortunate if they have not), are very far from helping in the attainment of the purpose which he and his co –directors profess to have in view. And they came strangely from a man who presumes to jibe at the “commercial morality” of those who happen to hold views other than his on matters which, as the proceedings in courts of law have demonstrated, permit of a legitimate diversity of opinion among persons of integrity and impartiality. 0. On perusal of the reports of the meeting at Kuala Lumpur, remembrance of passages discreetly omitted from those reports, and reflection on possible consequences, Mr. Russell might well exclaim: “Oh, save me from my friends!” The lively and at times petulant and undignified discussion contained much further food for the fires of litigation, when a calmer atmosphere, and a greater nicety in the choice of words, might have helped towards a return of Malayan Collieries, Ltd., and various personalities interested in the company, to the primary functions of getting and selling coal and making profits for shareholders. Perhaps Mr. Ferrers still has the opportunity to undo much of the mischief that he has done and make suitable amends to individuals concerning whom he made reckless and dangerous observations. Has he the courage to make a public apology for wild words, spoken, no doubt, impetuously and sincerely regretted within the hour?

THE MALAY MAIL, MONDAY, MARCH 2ND, 1925 MALAYAN COLLIERIES CASE Appeal and Cross Appeal Withdrawn. QUESTION OF COSTS. The appeal in the Malayan Collieries case, lodged by Mr. J. A. Russell and Messrs. J. A. Russell and Co., against the judgement of Mr. Justice Whitley in connection with the suit brought against them by Mr. F.C. Peck, and the cross appeal of Mr Peck, were withdrawn this morning in the Kuala Lumpur Supreme Court, when the Acting Chief Justice (Mr. Sproule), Mr. Justice Brown and Mr. Justice Dean sat to hear counsel. Mr. Shearn said that the appeal was brought against the judgement in the main suit and that a cross appeal was also brought by the plaintiff in the suit. In the circumstances which had arisen their lordships would not be troubled either with the appeal or the cross appeal. But he considered it his duty to report to the court the circumstances in which the appeal had been withdrawn. An affidavit had been filed setting out these circumstances. With their Lordships’ permission, he would read that affidavit, which was sworn by Mr. H.D. Brown on Feb. 25. Mr. Justice Sproule intimated that they had read the affidavit and studied it and, therefore, there would be no need for counsel to read it. Mr. Hastings said that he wished to ask for a general order as to his costs of appeal. He had a lien on the whole of the money, shares, etc., which they had recovered for the company. This was agreed before Mr. Justice Whitely, but the Company did not want them to have a lien. He asked for costs as between solicitor and client. Mr. Shearn: Although a litigant might be entitled to costs of a successful suit, he is not entitled to costs of a suit which he has withdrawn. I pay my costs up to the date of the appeal. Mr. Hastings: I have recovered this very large sum of money for this Company. Mr. Justice Sproule: Did you not get your costs from Mr. Justice Whitley? Mr. Hastings: I got them, but I did not get costs for this appeal. I want fees for two months’ work done in connection with this appeal. I think it should also include the cost of the advice which his lawyers have given the plaintiff since that meeting. Continuing, Mr. Hastings stated that if the appeal had not been brought by the defendants the cross appeal would not have been instituted. The actual cost of getting up his case, referred to in the cross appeal, was an infinitesimal part of the work involved in the main costs. The two matters of his cross appeal were as to the date on which the shares should be valued and the remuneration allowed to Hong Guan. These were entirely small matters. The whole bulk of the costs of the case had been based upon the appeal. Mr. Justice Sproule stated that if he made an order for costs, Mr. Hastings would get them from the Company, and if he (his lordship) gave the defendants costs, they would get them from the Company, and the real person concerned would be Mr. Ivens, who would have to pay the costs. Mr. Hastings replied that he was not sure that the agreement between Mr. Russell and the Company concerned the costs of their appeal. The indemnity given to the appellant was given if the cross appeal had not been withdrawn. Their cross-appeal having been withdrawn, he did not think the appellant was entitled to any indemnity. Mr. Justice Sproule remarked that all the costs would have to come out of the Company’s pocket. He believed Mr. Hastings had a general indemnity which he had not withdrawn. Mr. Hastings said that he did not want to raise any controversy at that stage, and would abide by the judgement of the court, but in doing so, he must not be thought to be admitting the validity of the resolution. After argument as to taxation, the plaintiff-respondent was given costs of the appeal, the first and second defendants (Mr. Russell and Messrs. J. A. Russell and Co.,) got costs of the cross appeal, and the plaintiff respondent got costs, as between solicitor and client, from the Company to date.

The Straits Times, 3 March 1925, Page 9 . PECK-RUSSELL CASE. The Costs of the Appeal and Cross Appeal. (From Our Own Correspondent.) Kuala Lumpur, March 2. (As above, 704 words)

The Straits Times, 6 March 1925, Page 10. Malayan Collieries. Mr. Ferrers and the Straits Times. (From Out Own Correspondent.) 0. Kuala Lumpur, March 6. 0. At to-day's meeting of Malayan Collieries the chairman, Mr. H. N. Ferrers, announced that he had issued a writ against the Straits Times for libel. Accordingly he did not wish to have any further connection with the company until those proceedings had terminated. He was resigning from the board and was leaving the country this afternoon. 0. After some discussion the first resolution was carried by 77,634 votes to 5,790. The second resolution was carried unanimously.

THE MALAY MAIL, SATURDAY, MARCH 7TH, 1925 MALAYAN COLLIERIES, Chairman’s Libel Action Against “Straits Times.” QUESTION OF MR. PECK’S COSTS. Shareholders’ Tardy Gratitude. An extraordinary general meeting of Malayan Collieries, Ltd., was held at the offices of the company in the Hongkong and Shanghai Bank buildings, Kuala Kumpur, yesterday morning. Mr. H. N. Ferrers presided, and the others present were: Mr. F. Cunningham (director), Messrs F. C. Peck, H. Hopson Walker, E. D. Shearn, and Yap Pow Ching (shareholders), Mr. F. B. Ivens, (the company’s solicitor), and Mr. H. D. Brown (secretary). The chairman said that before he began the business of the meeting he wished to make one remark, and that was to intimate to them the fact that he had that day started proceedings against the “Straits Times” in respect of a libel which he declared it had published. That being the case, everybody would see that any discussion on the various points at issue between them was out of the question. There were three lawyers present at the meeting, and he was quite sure that they would all agree that the matter was now definitely “sub judice,” and he could not allow any discussion on the subject. Pending such action as would clear his character of the charges and aspersions made, he was himself leaving the country that evening, and he did not choose to be associated with the affairs of the company while such grave imputations rested on his character. He would therefore leave the country that afternoon, and under the articles of the company the consequence of his departure would be that he would have to appoint a person to act for him. Unless he did that, their board would be reduced to two. Mr. Barr was now in Borneo. He therefore intended approaching Mr. Bligh Orr, who was a very large shareholder, and who had been a supporter of Mr. Peck. Mr. Peck: Up to some time. The chairman, continuing, said that he proposed to ask Mr. Bligh Orr, who had been a supporter of Mr. Peck up to some time, to be kind enough to take over the responsibility for the direction of the company’s affairs during his absence. He could not say what attitude Mr. Bligh Orr would take in the matter, but he (the speaker) had filled up the necessary forms, which he had handed over to Mr. Ivens, the company’s solicitor, who would take the necessary action in the matter. He asked whether Mr. Peck wished to say anything. Mr. Peck’s costs. Mr. Peck said that it was usual for the company to circularise reports of general meetings. The reports of the last meeting, which had a bearing on the present one, had not been circulated until the previous day. Many shareholders would like to know what the position was. He thought the report should have been circulated earlier. He wished to state at the meeting that his costs had not yet been paid. Mr. Ivens said that a cheque had been received that morning. The chairman said that a cheque was made out on the previous day. Mr. Ivens said that he had received a cheque but he was waiting for an undertaking from Mr. Hastings. Mr. Peck: I understand from Mr. Ivens that the cheque for costs has not yet been given to Mr. Hastings. Mr. Ivens: Not yet. I am waiting for an undertaking from Mr. Hastings that Mr. Peck would return what he had received. Mr. Peck: He has no authority from me to give an undertaking. The subscriptions which I have received from shareholders is a matter purely between me and my supporters. The chairman: I know nothing about it. A cheque has been made out for $38,000. Mr. Peck: In regard to this question of subscriptions, that is a matter between me and my supporters. The company has nothing to do with that. I shall give no undertaking whatever. This is another attempt to embarrass me financially. With regard to the resolution, Mr. Peck said that he was of the opinion that they could not rescind a prior resolution retrospectively. The resolution passed on Oct. 30 was still in force and would remain in force, and until it was actually rescinded he could not see how they could make the new resolution date from Feb. 20. Mr. Hopson Walker said that a bonus had been distributed to shareholders and that they had secured considerable advantages through Mr. Peck’s action, but they had not taken the trouble to attend the meeting. Possibly they took the same view as he did, that no resolutions passed at that meeting could alter the judgement given in favour of Mr. Peck. He wanted to know whether the costs which were said to have been paid had been ascertained according to the terms of the judgement. The chairman said that the judgement stated that in case of a dispute the amount of costs should be settled by the Registrar. Mr. Hopson Walker: Has there been a dispute? The chairman: There has been no dispute. Mr. Hopson Walker: And you say the costs have been paid? Mr. Ivens: They have been paid to me and I am going to hand them over to Mr. Hastings. Referees’ Report. Mr. Hopson Walker said that the case was now finished. He wished to refer to one more item bearing on that, and that was the referees’ report. He thought that shareholders of the company, before passing any resolutions on the lines of that which was proposed, were entitled to see upon what grounds the referees came to the conclusion that the company should not attempt to get the two million dollars which the company had now got. He considered that the referees’ report should be placed before the shareholders before any proposal of the kind that was made that day. He also wanted to see whether the referees advised that the company should drop the claim. The report had never been shown, but had been very closely preserved, and he understood that the chairman was not in a position to give it. The chairman said that he had done his best to get hold of this report. He had not intended to touch on any other matter excepting the resolution, but since this matter had been raised he wished to say that a great deal of correspondence had passed between the company’s solicitors, Mr. Joaquim, and himself with regard to this report. If Mr. Hopson Walker wanted any further information about it he would have to ask Mr. Ivens. The company and himself had done their best to get it. Mr. Ivens was trying his best to give it, but there appeared to be various difficulties in the way. Mr. Hopson Walker remarked that it all meant that the chairman and other members of the board were not completely in control of it. Referring to the resolution, he said that it made no difference to the judgement what resolutions they passed. The chairman said that the matter of Mr. Peck’s subscriptions was a matter between himself and his supporters. Mr. Hopson Walker had spoken about the gratitude which was due from the shareholders to Mr. Peck. He (the speaker) had always recognised the fact that something was due to Mr. Peck. They had handed to Mr. Peck’s solicitors a cheque for $38,000, and to Mr. Peck $6.90 for the three shares which he held. Mr. Peck’s attitude was that he refused to take anything from the present board and insisted on taking further proceedings against the board. He abused them as much as he could. He said that Mr. Russell was fraudulent, and that he (the chairman) was his tool. It therefore followed, from the attitude which he took up, that Mr. Peck could not take anything from them. That being the case, all that he could say was that Mr. Hopson Walker and the other gentlemen who supported Mr. Peck should see that he got some remuneration. He and his fellow directors had done what they could, but Mr. Peck would have nothing to do with them. Mr. Peck: When did you make an offer? The chairman: You know what offer we made. It was not in writing, of course. Mr. Peck: What was the offer? Let the shareholders know the position. The chairman: The position is that you won’t have anything to do with us. You say that Mr. Russell is fraudulent and that I am his tool. After that, of course, you cannot accept anything from us. If Mr. Bligh Orr thinks fit, he can go into the matter again. My business is now to clear my own character of the serious aspersions which have been cast upon it. As the head of a great industrial undertaking, it does not become my position to remain here until my character has been cleared. It may be a joke to Mr. Hopson Walker. I do not know what value he places upon his character—but it is a very serious matter to me, and while these charges which have been made against me exist, I shall have nothing to do with the direction of the affairs of this company. In doing what I have decided to do, I have the full approval of the company’s solicitors. I have a good lawyer myself and I shall go into this contest knowing that I did not desire it and that it has been forced on me. Mr. Cunningham: At the last meeting I made some remarks about Mr. Peck’s remuneration. I am sorry that my proxies had been used against it. I am fully in favour of such remuneration being given to Mr. Peck. I received a cheque the other day, which was entirely through Mr. Peck’s work, and I would not like to be ungrateful. I shall be very pleased to contribute. The chairman: There, Mr. Peck, you have one director in your favour, and another who does not mean to take any further part in the matter. The chairman then formally moved: That the resolution “A” set out below which was passed at an extraordinary general meeting of the company held on Oct. 30, 1924, be and the same is hereby rescinded as from Feb. 20, 1925: “A”—That Mr. F. C. Peck be paid all costs and expenses properly incurred to date in connection with the F.M.S. Civil Suit No. 613 of 1922 between F.C. Peck, plaintiff and J. A. Russell and others, defendants, and further, that he be indemnified by the company against all past and future costs and expenses properly incurred in connection with such litigation. On a show of hands the resolution was declared carried. A poll was then taken and the voting resulted as follows: 77,634 votes in favour of the resolution, and 5,790 against. The next resolution proposed by the chairman was: That subject to resolution “A” being rescinded Mr. F. C, Peck be paid all costs and expenses properly incurred by him up to Feb. 20, 1925 in connection with the F.M.S. Civil Suit No. 613 of 1922 between F.C. Peck, plaintiff and J. A. Russell and others, defendants. This resolution was carried unanimously. Mr. Hopson Walker said that so far as he knew only one shareholder had shown his gratitude to Mr. Peck by forwarding a substantial portion of the bonus to him. It was not he (the speaker) but another. The chairman enquired for the name of the shareholder and the amount but Mr. Hopson Walker refused to divulge either. Mr. Hopson Walker hoped that the chairman would follow the example of the one solitary shareholder. The chairman: If you ask for it politely you might get it. (laughter). Mr. Hopson Walker: Did any shareholder return his cheque? Mr. Brown: Not one. The meeting then concluded.

The Straits Times, 7 March 1925, Page 9 . Malayan Collieries. Mr. H. N. Ferrers and The Straits Times. (From Our Own Correspondent.) Kuala Lumpur, March 6. An extraordinary general meeting of Malayan Collieries. Ltd.. was held at 11 a.m. to-day. Mr. H. K. Ferrers presided and there were very few shareholders present.. (The Straits Times version of above, 1298 words)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 13 March 1925, Page 2 INDISCREET FRIENDS. It must be highly distasteful, not to say painful, to a man of Mr. F. C. Peck's altruistic disposition, says the Straits Echo, to find his “fidus Achates” Mr. Hopson Walker, continually harping in public on the duty of the shareholders in Malayan Collieries, Ltd., to send a “substantial portion” of their recent bonus to Mr. Peck. Mr. Peck has got his costs and his expenses from the Company, together with the personal satisfaction of having done his duty according to his lights, and secured the washing of a huge amount of dirty linen in public, and that is surely sufficient for a man whose principal object in life is the promotion of the common weal and the maintenance of a high standard of commercial morality. We feel quite certain that Mr. Peck does not desire to find appreciation of these qualities reduced to anything so sordid as terms of dollars and cents. His sturdy and disinterested independence is his main asset in the eyes of the general community and this would hardly be regarded in the same light if he were to accept pecuniary remuneration for his services to his fellow shareholders. It is quite right that he should be reimbursed his cost and out-of-pocket expenses, but it strikes us a distinctly indelicate to insult him with cash.

Malayan Saturday Post, 14 March 1925, Page 15
 SPARKLES. Being Smiles of the Week. By Quizz. And so it is (note that I again begin a sentence with a conjunction) that even Editors outline their little prejudices and acquire a little of that gracious tribute toleration. We are making progress. The next thing will be a joint Peck–Russell “At Home”

. 0. Still harping on our newspapers, one has learned with wickedly exultant anticipation that we are “booked” for two libel actions at once- Ferrers v. Still, and Malay Broadcasting Co. v. Malaya Tribune”. The lawyers will be charging overtime. 0. The former action should see a further diverting washing of dirty linen in Malayan Collieries; the latter revives a quarrel between two very pugnacious individuals who shall here be nameless, at the present juncture anyway.

The Straits Times, 19 March 1925, Page 7
 and Page 14 Advertisements Column 5 [Advertisements] The Straits Times, 26 March 1925, Page 14
 and Page 12 Advertisements Column 2 [Advertisements] The Straits Times, 4 April 1925, Page 12
 LATEST ADVERTISEMENTS MALAYAN COLLIERIES, LTD. LOST DEED OF TRANSFER. Whereas a Deed of transfer executed by HUBERT JEPHSON TOPLIS, as transferer in respect of fifty shares numbered 91919 to 91268 been declared to have been lost, stolen or destroyed. AND WHEREAS such Deed of Transfer was certified by the Company on November 16, 1923, that the corresponding Share Certificate has been lodged with the Company. AND WHEREAS such certified Deed of Transfer has net since been completed and lodged with the Company for registration. AND WHEREAS the purchaser of such fifty shares now claims to be entitled to registration as the holder of such fifty shares in the Share Registers of the Company. NOTICE is hereby given that all claims to the said fifty shares be notified to the Company at its Registered Offices, Hongkong and Shanghai Bank Buildings, Kuala Lumpur. F.M.S., within one month from the date hereof after which date the Directors will proceed to deal with all claims to such fifty shares then received. MALAYAN COLLIERIES, LTD., H.D. BROWN, Secretary. Hongkong and Shanghai Bank Buildings, Kuala Lumpur. F.M.S., March 19. 1925.

The Straits Times, 21 March 1925, Page 8 Collieries Libel Action. The Malay Mail says:-In connection with the suit filed by Mr. H. N. Ferrers against the Straits Times, Ltd., and Mr. A. W. Still, for damages for alleged libel, in connection with comments on the recent Malayan Collieries meeting, Messrs. Ford and Delamore, on behalf of the defendants, have filed an application to set aside the order allowing service of the plaint out of the jurisdiction of the Kuala Lumpur Supreme Court. The application will be heard on Monday in chambers.

The Straits Times, 23 March 1925, Page 9ALLEGED LIBEL. (From Our Own Correspondent.) Kuala Lumpur, March 23. The application to set aside the order allowing service of the plaint out of the jurisdiction of the Kuala Lumpur Supreme Court in the suit filed by Mr. H. N. Ferrers against the Straits Times Press, Ltd., and Mr. A. W. Still, for damages for alleged libel, in connection with comments on the recent Malayan Collieries meeting has been adjourned until Friday.

The Straits Times, 4 April 1925, Page 3. NEW SERENDAH RUBBER CO. Directors Favour Opening Reserve Fund The following report is officially supplied: - The fifteenth annual general meeting of the shareholders of New Serendah Rubber Co., Ltd., was held at the registered office, 1 Embankment, Kuala Lumpur, on March 30, the Chairman, Mr. D. H. Hampshire, presiding. After notice convening the meeting had been read… the Chairman addressed the meeting as follows: -(Summary: ….report by Mr. Kindersley, who has been acting as the company’s visiting agent during the absence on leave of Major Gough…. Heavy floods.. river broke through a bund…factory and store flooded..no material damage… channel of small steam being enlarged.. to carry off flood waters… scheme to divert Serendah River is under consideration by Government…some time before work is undertaken… forward contract to sell five tins of crepe monthly during 1925 at 60 cents per lb. ..proceeds will cover whole of estimated expenditure for year..accounts…buildings..factory.machinery.. capital expenditure still incurred on 100 acres bud grafted planting of 1920.. profits and loss..investments..reserve fund… profit of $51,770.88…costs less than previous year.. gross price…less than 1923.. dividend same as last year..10 per cent… reports and accounts passed…retiring directors, Messrs. J. A. Russell and H.N. Ferrers were re-elected…auditors.. vote of thanks to staff and chair.) (665 words)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 18 April 1925, Page 9
 BANKRUPTCY COURT. POEY KENG SENG'S EXAMINATION ADJOURNED. In the Bankruptcy Court yesterday, before Mr. Justice Barrett-Lennard, the Official Assignee referred to the public examination of Poey Keng Seng, who will be remembered in connection with recent litigation concerning the Malayan Collieries. Mr. Colman stated that several counsel were interested in the matter in one way or another and it would not be very convenient for them to attend on that day. He did not think that the public examination would be finished in day, and he suggested that the matter be adjourned and a special date fixed for the hearing. 0. His Lordship agreed and fixed May 1st as the date for the public examination of Poey Keng Seng and also of Tan Wan Liat.

The Straits Times, 25 April 1925, Page 8
 A rumour was current in Kuala Lumpur on Thursday, says the Malay Mail, that the Pamoekan Bay Colliery, the property of the Malayan Collieries, Ltd., was flooded and that work had to be stopped. On referring the rumour to Mr. F. G. Barr, the General Manager of Malayan Collieries, Ltd., on Friday, we were informed that there had been abnormal rains in the Pamoekan Bay district, and that a little water had got into the mine, but that this in no way interfered with the working of the mine which is going on.

The Straits Times, 29 April 1925, Page 7
 and Page 12 Advertisements Column 2 [Advertisements] The Straits Times, 1 May 1925, Page 12
 LATEST ADVERTISEMENTS MALAYAN COLLIERIES, LTD. NOTICE OF 11th ANNUAL GENERAL MEETING AND CLOSURE OF SHARE REGISTERS … Friday May 8, 1925 at 12 o’clock noon…. etc. The Straits Times, 4 May 1925, Page 8
 and Untitled [Articles] The Singapore Free Press and Mercantile Advertiser (1884-1942), 6 May 1925, Page 15
 The annual general meeting of Malayan Collieries, Ltd., will be held at Kuala Lumpur on Friday next, at noon.

The Straits Times, 2 May 1925, Page 9 Bankruptcy Court. Examination of Mr. Poey Keng Seng. The public examination of Mr. Poey Keng Seng, a former manager of the Eastern Mining and Rubber Company (which sold the Goenoeng Batu Besar coal mine to Malayan Collieries) was commenced in Bankruptcy Court yesterday before Mr. Justice Barrott-Lennard. (Summary: PKS born in Rhio Dutch Indies, lived in Straits Settlements all his life. Now living at 5A Scotts Rd. From 1919 to 1922 he was manager of Eastern Mining and Rubber Company. Defendant in 2 actions brought against him by EMRC. Holdings in shares in Co, other firms, history of his land, house, factory ownership, examination adjourned for week) (592 words)

The Straits Times, 5 May 1925, Page 11 . Malayan Collieries, Ltd. Directors' Report for the Past Year. The directors of Malayan Collieries, Ltd., in their eleventh annual report for the your ended December 31, 1924 states: - 0. Share Capital. — At the end of the previous financial year the issued capital of the company was 310,000 shares. By reason of the judgment of Mr. Justice Whitley in Civil Suit No. 613 of 1922 given in June, 1924, there were surrendered to the company and held in suspense by it 61,162 shares, balance 248,838 shares. 0. The two interim dividends paid in the year 1924 were declared on the total capital of 310,000 shares, the dividends upon the 61,162 shares held in suspense being carried to litigation suspense account. The balance of 248,838 shares shown above has now been increased by the issue of 8,667 shares (pursuant to the agreement dated February 6, 1925, between the company and Mr. J. A. Russell and J. A. Russell and Company) making at the date of this report an issued capital of 257,505 shares. The opinion of counsel in London experienced in company law is being obtained as to the proper manner of dealing with shares now at the disposal of the company. 0. Civil Suit No. 613 of 1922. - This judgment and decree have already been circulated and, shareholders are aware that as a result thereof 61,162 shares were surrendered to the company and cash amounting to $703,784.26, representing the sum of $21.50 in respect of 15,505 shares and dividends on 76,667 shares and interest thereon, was paid to the company. 0. Litigation Suspense Account. - After the judgment was delivered notice of appeal was entered and, in consequence, the 61,162 shares mentioned above were held in suspense and the cash amounting to $703,784.26, was carried to a suspense account. Shareholders have had full details given to them by circular of the agreement of February 6, 1925, come to between the company and Mr. J. A. Russell and Messrs. J. A. Russell and Co. As the result of the confirmation of that agreement, the suspense account has been closed and, in accordance with the advice of the company’s auditors, the balance standing to its credit appropriated between capital and revenue accounts. The shares will be dealt with in accordance with the legal advice which is being obtained from counsel in England. 0. Property. - The position remains the same as reported last year. 0. Kundang Sand Pits. - the company continued to win tin ore from this property, which ore to some extent has off-set the cost of sand-stowage. 0. Mines and Plant. - The general manager’s annual reports on these are subjoined. 0. Batu Arang. - Operations at this colliery functioned smoothly throughout the year, the only incident of note being a breakthrough of water from the artificially flooded south mine areas into the north mine, which break-through caused temporary stoppage of coal output from the lower levels of the latter mine. The property is in sound condition and well maintained: while the problem of underground fires, has been solved. The colliery is capable of a considerably increased output and met without any difficulty the enlarged demand experienced during the year. 0. Pamoekan Bay. - As foreshadowed at last year’s meeting, the adverse effects of the fatal riot which occurred on the mine unfortunately lasted until the end of the year under review. After a full trail the Javanese were found to be completely unsuitable for underground working by the bord-and–pillar system; but they could not be entirely replaced by Chinese in these workings and normal conditions regained until the end of the year. As a consequence of this disorganisation, outputs had not fully recovered to their pre-riot standard before the close of the accounting period. Bunker coal prices, moreover, dropped considerably as the year progressed. The trading loss upon the year’s working was therefore about the same as that incurred during the previous year, although it appears a higher figure in the company’s accounts owing to all general charges and items of non-recurrent special expenditure having been charged to revenue instead of capitalised to development account as heretofore. The only increase in development account has been the driving of the new main tunnel into the lower seam. Conditions are now improved and the mine is operating at a profit. 0. In order to minimise the possibility of future vitally serious labour difficulties, a trial is being made of a change of method of mining from the bord- and-pillar to the long wall system. Preparations are well advanced for the mining of the bottom seam where the coal is of better quality and the ground less faulted and disturbed than the upper seam. 0. Investments. - While the 61,162 shares continue to be held in suspense, it was not feasible to write down the figure at which the acquisition of the Mijnbouw en Handel Maatachappij Goenoeng Batoe Besar stands in the balance sheet. The question of now writing this sum down by the surrendered shares await the legal opinion from England. 0. Local Coal market. - An increased demand was experienced but at a reduced selling average. 0. Profit. - The profits for the year under review, subject to the director’s fees, and audit fees, amount to £1,002.434.13 to which is added the unappropriated balance from the previous account of $144,108.80 = $1.146,542.93. Two interim dividends of 5 per cent and 7 ½ per cent, respectively upon 310,000 shares were declared during the year, absorbing $387,500= $759,042,93. You will be asked to sanction fees to the directors in respect of 1924 $12,000. The auditors have requested owing to the increasing volume of work that their fee be increased to $3,000, leaving available $744,042,93, which your directors recommend should be dealt with as follows: - payment of final dividend of 17 ½ per cent (on 257,505 shares) $450,633.75, write off mine development account $110,149.74. Balance to carry forward next year’s account $183,259.44 (subject to an appropriation for staff bonus, to be left formerly to the discretion of the board.) 0. Secretary. - In June Messrs. J. A. Russell and Co. resigned their position as secretaries to the company and Mr. H. D. Brown was appointed by the Board to be secretary. 0. Managing Agents: - Messrs. J. A. Russell and Co. acted as managing agents of the company throughout the whole of the year under review. 0. Directors. - The changes in your directors were notified to you by the circular, dated February 10, 1925. Mr. J. A. Russell and Mr. H. N. Ferrers being the directors longest in office retire under the provisions of the articles of association and being eligible offer themselves for re-election. 0. Auditors. – Messrs. Evatt and Company retire, but being eligible offer themselves for re-election.

LETTER FROM J. A. Russell TO:-The Chief Assistant District Officer, Batu Gajah. 8th May, 1925 J. A. Russell, No: 143, Hugh Low Street, Ipoh, 8th May, 1925 The Chief Assistant District Officer, Batu Gajah Sir, I beg respectfully to request Government sanction for the conversion of a Town lot for building purposes on my agriculture land held under plan Nos: 12878 and 12879 Cowan Street, Ipoh. The proposed site for conversion is on the same line with the present Bakery shops. I enclose herewith a sketch plan showing the spot marked red. Soliciting for an early reply and approval I beg to remain, Sir, Your obedient servant, J. A. Russell. By his Attorney Chan Lin (in Chinese) From National Archives of Malaysia. Kinta Land Office. 542/25 Transcribed by P.C.

THE MALAY MAIL, FRIDAY, MAY 8TH, 1925. MALAYAN COLLIERIES LTD. Annual Meeting Today MR. RUSSELL RE-ELECTED A DIRECTOR. The eleventh annual general meeting of Malayan Collieries, Ltd., was held at the Hongkong and Shanghai Bank building, Kuala Lumpur, at noon today. Mr. H. N. Ferrers presided, and there was a good attendance. The chairman, in moving the adoption of the report and accounts, referred to the non-publication of the tonnage won and sold. Owing to the increased competition with which they were meeting, he said, the Board considered it inadvisable to publish these figures. But he did not think this non-publication could adversely affect the individual interests of share holders. Referring to Pamoekan Bay, he said that just at the moment they were suffering from the effect of a cloud burst, Mr. Barr had left for the mine to expedite the recovery. The chairman also mentioned that the Board’s efforts to appoint Messrs. J. A. Russell and Co., in a consultative capacity having failed, Messrs. J. A. Russell and Co. had been appointed managing directors of the Company. Mr. Peck offered several criticisms of statements made by the chairman. A final dividend of 17 ½ per cent. was declared. The re-election of Mr. J. A. Russell as a director was opposed, the voting being 5 for and 4 against. A poll showed a large majority in favour of Mr. Russell. Mr. Ferrers was re-elected a director, with two dissentients. Messrs. Evatt and Co., were re-appointed auditors. There was some discussion with regard to the expression of the shareholders’ appreciation of Mr. Peck. The chairman said that the Board would give the fullest facilities for calling a meeting when required. A fuller report will appear tomorrow.

THE MALAY MAIL, SATURDAY, MAY 9TH, 1925. MALAYAN COLLIERIES Future of Managing Agency. STRONG CRITICISMS BY MR. PECK Chairman on Company’s Prospects The eleventh annual general meeting of Malayan Collieries, Ltd., held yesterday at the registered office of the company in Kuala Lumpur, was presided over by Mr. H. N. Ferrers. The others present were:-Messrs. J. A. Russell and F. Cunningham (directors), H. Hopson Walker, E. D. Shearn, F. C. Peck, B.J.P. Joaquim, J. Hands, J. Bligh Orr, Yap Pow Ching, C. A. Matthews, I. Fearon, and H.D. Brown (secretary.) The notice convening the meeting was read by Mr. Brown. The chairman, in a few preliminary remarks, said that at the last meeting he told the shareholders how very greatly impressed he was with the work which was being carried out at Batu Arang, after a visit to the mine. Since then he had the opportunity of visiting their other mine at Pamoekan Bay, and he was very glad to say that they had there as fine a property, with as good prospects, as they had in the one they had close to their own doors. They all recognised to what extent the industries of this country had benefited by the Batu Arang mine. The railway was actually run on their coal. It was quite reasonable to hope that in the not distant future the coal products of Pamoekan Bay might be as well known in Singapore as those of the Batu Arang mine in the F.M.S. The report and accounts having been in your hands for the required period, I propose with your consent to take them as read. I do not know that I need say much about them because, remembering the various circulars which have been issued by the board since the last annual general meeting, I think that you will find them sufficiently full and clear. The financial result of the year’s trading cannot be considered as other than satisfactory, and is the largest in the company’s history. The gross revenue shows a healthy expansion of nearly half-a-million dollars. You will notice that the additions to railway sidings, buildings and plant and machinery are all more than counterbalanced by liberal allowances for depreciation, and that they stand at nearly $70,000 less than the figures brought forward from 1923. Wharf and harbour account, despite depreciation, shows a net increase, while stores are higher owing to the larger stock of spares which the company has considered it safer to carry. Development account, brought in at $375,000, has increased to $410,000, and is recommended to be written down to $300,000. You will perhaps have observed that we do not give the tonnage won and the tonnage sold. In view of the increased competition with which we are no meeting, we have not considered it advisable to publish these figures, and we do not see how their non-publication can possibly adversely affect the individual interests of shareholders as a whole. Should any large and bona fide investor in the company wish to know our outputs, the board is from time to time in its discretion prepared to let such shareholder have this information privately. Inevitable Incidents. You will see that during the year we had a mishap at Batu Arang in the shape of a flood. These incidents, while alarming at the time, are not permanently injurious if efficiently dealt with. Occurrences of this nature naturally cost the expenditure of time, labour and money to overcome, and during their continuance affect earnings; but in mining a certain number of such incidents are inevitable. They cause your board staff anxiety at the time, because unless they be so regarded there is the danger of their not being carefully and competently treated. Just at the moment, for instance, we are suffering from the effect of a cloud-burst at Pamoekan Bay. During the whole time that we have owned this property we have, if anything, suffered from a shortage of water; but this year there has been a succession of minor floods, culminating in a veritable cloud-burst. Coal production at the mine was not stopped for more than a brief period and was soon resumed; but it may be a few weeks yet before we are back to completely normal conditions. In the meantime Mr. Barr has left for the mine to expedite the recovery. Our “new” tunnel, from which it is intended to work the lower seam, should be producing before very long, and we shall then be placing upon the market a coal of a higher quality than that which we have hitherto sold, and so I am informed, superior to the best of the Manchurian and to most of the Japanese and Natal coals at present being offered in South-East Asia. COAL AND POWER SUPPLY Comparison with Hydro-Electric Scheme. There has recently been correspondence in the local press upon the subject of cheap power supply, particularly in Perak, in the course of which newspaper discussion two letters written to the “Financial Times” of London were reproduced. In one of these letters the author who claimed 30 years residence in this country, definitely stated that no coal existed here. In view of our Batu Arang property, with its visible reserves in the vicinity of 50 million tons, its output of nearly 400,000 tons per annum, its colony of European employees and of over 2000 workmen its contribution to the State Treasury, in royalties, rents and fees of over $100,000 per annum and its freight payments to the F. M. S. Government Railways of about half-a-million dollars annually, this statement is rather misleading. As to the generating costs of power in the F. M. S., which subject was the principal point of the correspondence, I am informed that plants in this country which have been equipped with due regard to economy in the utilisation of fuel, running on Batu Arang coal, show remarkably low figures. I am told that there is a certain power plant in Selangor of 1500 K. W. which, although running at less than half full load, is producing power with Batu Arang coal at an average over 12 months of under 1.4 cents per net unit delivered. This generating cost includes every charge except interest and depreciation. Of the total of 1.4 cents per unit, Batu Arang coal accounts for 1.064 cents, which in turn is made up of the following items: Cost of coal at pit head .822 of a cent, Government royalty .035 of a cent, railway freight .144 of a cent, and handling charges at power plant .063 of a cent. With a power plant of larger units, running at full load, still lower generating costs could be obtained. I furthermore understand that there is a power station in the Kinta valley with an older plant which is generating at costs very approximate to those which I have just mentioned. Cost per Unit. The managing agents tell me that as a general guide it can be taken that, with a suitable plant situated on the railway in any important mining centre in the F. M. S., and with an economically balanced load, power stations burning Batu Arang coal should not exceed in costs 1 ½ cents per net unit delivered to power station transformers. With interest on capital and depreciation calculated at 7 ½ per cent. and 5 per cent. respectively (calculated on plant costing £30 per K. W. and a 70 per cent. load factor), the all-in costs would be, say, 2 cents per unit at the generating station. It is difficult, they tell me, to arrive at the cost of transmission to convenient points for consumers to tap and of transformation at these centres, but if one or two central steam plants were erected this cost would be little more than half the cost of distribution from the point of generation of the proposed Perak hydro-electric scheme, and allowing for interest and depreciation as above, should not exceed half a cent or a total figure of 2 ½ cents per unit transmitted. As against the above figures, which may be taken as maxima, the proposed hydro-electric scheme, it is said, offers to supply power to the larger consumers at a minimum of 3 cents per unit. The figures of steam generating costs which I have quoted are attainable, I am told, in any well-designed and well-managed steam plant of medium capacity. A central steam power station can be started with comparatively speaking, small capital outlay, and gradually added to as the demand for current increases. This is an important point, for in this country numerous more or less efficient plants are already in existence, and it is unlikely that the change over to central-station power would be immediate; it would be gradual, and in many cases a change over would not be made at all. On the other hand, the proposed hydro-electric scheme would require an outlay of quite 75-80 per cent. of its ultimate capital before a unit could be produced for sale. In concluding this subject of cheap power, I would say that my information is that it has been proved in practice that three pounds of our Batu Arang coal is a conservative basis on which to base consumption per kilowatt hour in a well-equipped steam plant. On a rough average of European and American conditions, four tons of water would be required to develop the same power hydro-electrically. Under the conditions existing on the Perak river, however, it is possible that 25 tons of water would be required as a minimum, and this minimum would necessitate correspondingly bulky and costly plant. POSITION OF RUSSELL AND CO. Retention of “Executive Services.” At a meeting some little time ago I mentioned that it was proposed to retain the services of Messrs. J. A. Russell and Co. in a consultative capacity. It was later on endeavoured to formulate a scheme to give effect to this idea. It was, however, found that it was not possible to formulate a satisfactory working scheme on a consultative and non-executive basis, and in view of the difficulties, and having regard to the wishes of the majority, exceeding three-fourths of the shareholders present and entitled to vote at the meeting of the company held last October to consider the question of the employment of Messrs J. A. Russell and Co. as managing agents, it was decided that from the point of view of the company the best arrangement was the retention by it of Messrs. J. A. Russell and Co.’s executive services as managing agents. Subject to the provision that they were in no way to be debarred from conducting their own mining business, which both they and the old board had always previously thought that they were entitled to do, Messrs, J. A. Russell and Co. have consented to remain in the position which with the exception of a period of 16 days in January last, they have occupied from the inception of the company until now. I will now endeavour to answer to the best of my ability, and if I can properly do so, any questions bearing upon the report and accounts which shareholders present may care to put. Opposition from Mr. Peck. Mr. Peck: Mr. Chairman, you have already dealt with one statement that you made at the meeting on Feb. 20, “that the directors had come to the conclusion that they should retain the services of Messrs. J. A. Russell and Co., but only in a consultative capacity. They would not have any administrative power.” That statement, which was made to shareholders, we now find has been over-ruled by the board, and you have actually appointed Messrs. J. A. Russell and Co., and I understand from your speech, appointed them in such a way as will entitle and enable them to put through such a transaction as that which was the subject of litigation. I am strongly opposed to anything of the kind. In support of your attitude, you have stated that at the meeting in October three-fourths of the shareholders present at the meeting and entitled to vote supported the retention of the services of Mr. J. A. Russell and Co. as managing agents. I think that statement is not true. It appears to me that you have discovered that certain votes were admitted which were against the resolution which ought not to have been admitted. On the other side, I find that 8,000 votes which ought not to have been admitted were also admitted. You have discovered, the error on one side, but you have not discovered, or if you have, you have ignored, the error on the other side. Alleged Invalid Votes. There were at that meeting 8,000 votes recorded under proxies, filed by Mr. Cunningham, who held general proxies, or proxies were given in favour of Mr. Cunningham. Then Mr. Cunningham made further proxies appointing someone else—I think it was Mr. Watson. These votes were recorded by Mr. Watson, and I say those votes were invalid. Article 77 of the articles of association of the company, in respect of voting by proxy, says that votes may be cast either by being present or by proxy, and the instrument of appointing proxies shall be in writing in the hand of the appointer or the attorney. Mr. Cunningham was not the attorney in this case. I claim that those votes were invalid, and the actual result of that meeting was against Messrs. J. A. Russell and Co. holding this position of managing agents. Mr. Cunningham: How many shares did you say? Mr. Peck: 8,000 odd. I can give you the exact figure. The chairman: You must address the chair Mr. Peck. The Chairman’s Character. Mr. Peck: There is another statement which you made at the last meeting. You said: “My business is now to clear my own character of the serious aspersions which have been cast on it. As the head of a great industrial undertaking, it does not become my position to remain here until my character has been cleared…..It is a very serious matter to me, and while these charges which have been made against me exist I shall have nothing to do with the direction of the affairs of this company.” It appears to me that you have had quite a lot to do with the administration of the affairs of the company. You actually signed the report of the board which is before us, and you and Mr. Russell signed the accounts. That shows what reliance can be placed on your statements, and, in the circumstances, I am not prepared to place much reliance on these accounts. I know that they have been passed by the auditors. So were the accounts for 1920-1921. I do not say that they did not do their duty, but it was quite clear that there was a sum of something like two million dollars belonging to the company with which the company had not been credited. INSIDE “INFORMATION.” Unfair to Small Shareholders. With regard to the question of output, I am entirely opposed to non-publication. I have been entirely opposed to the directors of rubber companies hiding the costs of production, etc, and I am entirely opposed to any such policy in this company. The late directors began to give monthly returns of outputs. Now you have gone to the other extreme. You say that if any large investor wishes to know the output you will be prepared to let him have it. I am opposed to that. You have no right to give secret and inside information to anybody. You have no right to allow anyone to make use of such secret information. You yourself, Sir, made use of such inside information in connection with the compromise. You yourself bought something like 3000 shares before that compromise was disclosed to the shareholders. The share register shows that a large number of shares was registered in your name early in February. I am strongly opposed to anything of this kind whereby directors or anyone else could get such exclusive information. Information should be given to all shareholders. “A Disgrace to the Whole Company.” I should next like to refer to the position of the directors, the position of the administration of this company. In my opinion the state of affairs of the company is a disgrace to the whole country. You have Mr. Russell and three other directors. There is Mr. Russell, who has put through a transaction, and has been forced by the court to return to the company something like two million dollars, a transaction which Mr. Justice Whitley held was per se of a fraudulent character, and there is Mr. Ferrers, who said that Mr. Russell was entitled to keep the profits which he had made out of this transaction. It seems to me grossly improper that two such persons should control the affairs of this company. I do not think that the majority of shareholders are satisfied with that state of affairs. There are quite a number of other matters which I wish to refer to, but in view of the proceedings that will take place to-morrow I do not wish to go more fully into them. I have read the referees report which I think the directors should have printed and circulated. It is difficult for me to describe it in a short sentence. It is obvious, however, that the advice given by those referees has turned out to be thoroughly bad advice. I do not know whether they have surrendered the fees which they received. Not Opposed to a Compromise. There is one other point which I wish to mention, and that is my proposed action to recover for the company what has been handed over to Mr. Russell as a result of the meeting held on Feb. 20. In view of the proceedings that are now being taken, I shall take some time to consider that matter. I have suggested a compromise which has not been accepted. What I am particularly anxious to see is the principle established that a transaction of this nature is ultra vires. And in the case of any profits obtained by a minority against the opposition of a majority, the majority cannot give away a part of that profit. I am not anxious to take all or the equivalent of the $250,000 that Mr. Russell has received. I was always willing to make some compromise, provided the company are reasonable, to stop further litigation. I am quite as anxious as anyone to put an end to this litigation. The chairman said that if any shareholder would respond to his invitation to ask any question on the first item of the agenda, namely the consideration of the report and accounts, he would be glad to reply. If any shareholder had anything to say bearing upon the report and accounts, which was what they were considering, he wished them to speak. Mr. Peck: I contest your statement that only questions can be asked on the report. The shareholders can make any comments on the report. Mr. Hopson Walker supported Mr. Peck’s remarks. There being no other questions, the report and accounts were received. The chairman proposed that a final dividend of 17 ½ per cent. be declared. Mr. Russell seconded. —Carried. Mr. Joaquim drew attention to the fact that the report and accounts had not been put to the meeting. The chairman said that they had been received and considered. Directors’ Remuneration. The chairman proposed that $12,000 be voted to the directors in respect of 1924. He wished to mention the fact, which was perfectly obvious, that this resolution did not affect either himself or Mr. Cunningham. Those gentlemen who had joined the board since 1924 would not be affected by it. Those who would be affected were the directors who were on the board in 1924, and there were a considerable number who had acted as directors. —Messrs. Grant Mackie, Dugan Hampshire, Egmont Hake, Kam Chuan, Russell, Brash and Henggeler. As they knew, the policy pursued by some of these gentlemen had not met with the approval of some of them, but there was reason to suppose that during a period of considerable stress, and in circumstances of anxiety and difficulty, all these gentlemen endeavoured to do their best, and advised the company. Therefore it was proposed that the company should follow the precedent which had been set in the past and vote a sum of money to be divided among them. He therefore proposed that directors’ remuneration amounting to $12,000 be approved by the meeting. Mr. Shearn seconded. —Carried. Re-election of Directors. The chairman said that two directors retired, and as Mr. Russell had been the oldest director he proposed his re-election first. He had very great pleasure in doing so. Mr. Cunningham seconded. Mr. Hopson Walker proposed that this was one of the matters which might be stood over for another date, in view of the proceedings announced in the previous night’s paper. He therefore proposed, as an amendment, that the election of Mr. Russell be postponed “sine die,” or until the completion of the proceedings which had been started. The chairman said that he could not admit any amendment. After reconsideration, the chairman said that Mr. Hopson Walker’s proposal did not appear to him to be an amendment but a direct negative. Anyway, he asked Mr. Walker to repeat his amendment, which Mr. Walker did. Mr. Peck seconded, but said that he wanted the amendment worded thus: That the election of a director in place of Mr. Russell, who retires, be postponed until the termination of the proceedings notified in the newspaper last night. This being put to the meeting, was declared lost, four voting for and five against. The substantive motion was then put to the meeting and declared carried by 5 to 4. Mr. Shearn demanded a poll which resulted in 55,411 votes being cast in favour of the resolution and 1,263 against. Neither Mr. Russell’s own votes nor his proxies for 77,203 shares were used in the polling. Mr. Russell was thus re-elected a director. Mr. Ferrer’s re-election was proposed by Mr. Russell and seconded by Mr. Cunningham. Mr. Hopson Walker asked whether Mr. Ferrers was quite sure that he would stay here and serve. Mr. Ferrers said that although he might not permanently settle down in Malaya he would certainly serve. Mr. Ferrers was re-elected a director, the only dissentients being Mr. Peck and Mr. Yap Pow Ching. Messrs. Evatt and Co. were re-appointed auditors. REMUNERATION TO MR. PECK Mr. Ferrers blames the reporters. The chairman said that concluded the business of the meeting, but Mr. Cunningham wished to say something, and he asked the indulgence of the shareholders. Mr. Cunningham said that after the last meeting he received a letter from a shareholder relating to Mr. Peck’s remuneration, and saying that he would be glad to subscribe. He (the speaker) went round to several other shareholders, some of whom were in favour of a “private” subscription, but others were not. He then wrote to Mr. Hopson Walker, saying that he would be very glad personally to subscribe. He wondered whether they should call a meeting to discuss the matter. The chairman said that he had done everything he could in the matter. At the last meeting he stated that it was his intention to leave the State, and the object of that was that so long as he was in the State he could not divest himself of the affairs of the company. He thought that was plain enough, and if the reporters took down something else it was not his fault. When he crossed the borders of the F.M.S. he would be enabled to put some other gentleman, preferably one who might be a supporter of Mr. Peck, on the board, who could deal with this affair. Mr. Peck did not endeavour to do that, and if what he (the speaker) had intended had been successful Mr. Peck would have at least had Mr. Cunningham, who was in his favour, and the other gentleman, in whose favour he was prepared to divest himself. Therefore, it seemed to him that Mr. Peck had as good a chance as possible. That opportunity had passed, and it was useless for him to be dodging about all round the coast of the F. M. S. if his object of leaving the F. M. S. was not realised. Now that the matter had been raised in the form of correspondence between Mr. Hopson Walker and Mr. Cunningham, he would be glad to hear if any other shareholders had anything more to say about the matter. Proposed Circular to Shareholders. Mr Hopson Walker said that he proposed circularising the shareholders asking them what they were prepared to do, supposing the matter was placed before a meeting. His correspondence with Mr. Cunningham was to find out, as he was a director, whether such a meeting could be arranged. He was preparing a circular to the shareholders, and he would ask the directors to bring the matter up before a special general meeting, and give the shareholders plenty of time to reply. The chairman said that to call such a meeting he would want the consent of shareholders representing one-tenth of the capital of the company. As far as Mr. Russell and the other members of the board were concerned, they were willing to help them to call such a meeting, and they would give the fullest facilities to the shareholders. They could have the meeting whenever they wanted to. This concluded the business.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 9 May 1925, Page 1
 THE DAY'S NEWS. The Malayan Collieries meeting was not at all unanimous in putting back Russell and Co. as managing agents- Page 8

The Straits Times, 9 May 1925, Page 10. Malayan Collieries. Mr. Peck's Protest at Annual Meeting. (From Our Own Correspondent) Kuala Lumpur, May 8, and The Straits Times, 11 May 1925, Page 10 . Malayan Collieries. Mr. Peck's Criticism at Annual Meeting. (From Our Own Correspondent). Kuala Lumpur, May 8. (Straits Times version of A.G.M.)

The Straits Times 11 May 1925 Page 3 The Serendah Hydraulic Tin Mining Co Ltd., report for 1924 states that the profit for the year including interest on investments is $13,053,96 which, with the balance of $7,610.77 brought forward form the previous year, makes a total of 420,664,73 available. The directors recommend that a dividend of 7 and half? per cent be paid, absorbing $12,750 and that the balance of $7,914.73 be carried forward to a new account. The mines, as hitherto, have continued under the management of Messrs J. A. Russell and Co. whose report is published.

THE MALAY MAIL, MONDAY, MAY 11TH, 1925. MALAYAN COLLIERIES CASE Charges Against Mr. Russell. PROXIES IN FICTITIOUS NAMES Mr. Henggeler’s Evidence. As briefly reported in our Saturday issue, Mr. J. A. Russell appeared before Mr. W. J. K. Stark, the Kuala Lumpur police magistrate, on Saturday morning, to answer two charges brought against him, under sections 465 and 471 of the Penal Code. The charges were: First, that, at an extraordinary general meeting of Malayan Collieries, Ltd., held at Kuala Lumpur on Aug. 16, 1922, he did use as genuine certain documents—seven proxies to vote, dated Aug. 10, 1922, purporting to be signed by existing persons, all given Chinese names, six being described as of Singapore and one of Kuala Lumpur—which he then knew or had reason to believe to be forged documents; and second, that he also used these documents similarly at an extraordinary general meeting of the company on Nov. 21, 1922. Mr. W. H. Dinsmore, D.P.P., Selangor, appeared in support of the charges, while the accused was represented by Mr. E. D. Shearn, who mentioned that he was led by the Hon’ble, Mr. G. S. Carver of Singapore, who would appear at the subsequent hearing. Mr. F. C. Peck, who has been prominently associated with the prolonged litigation in connection with the affairs of Malayan Collieries, Ltd., was present in court. Mr. Russell sat by his counsel. The Accused’s Plea. On the charges being read out to him, the accused said: “I plead not guilty.” He then handed to his worship a typewritten statement, which was as follows: I admit that I used the seven proxies in question for voting at the meetings of Malayan Collieries, Ltd., Aug. 16 and Nov. 21. 1922. The shares represented by the proxies all in fact belonged to me at the time I used the proxies, and such shares stood in fictitious names. I considered, and still consider, that as the shares belonged to me, so did the voting rights in respect of the shares, and that I was fully justified in fact and in law in using those proxies, although at the time I knew that they were subscribed in the fictitious names in which the shares stood. The D.P.P., in opening, said that the statement made to his worship by Mr. Russell really formed the case for the prosecution. Mr. Dinsmore added that, in the Supreme Court, Mr. Russell could have pleaded privilege under the Evidence Enactment in connection with certain questions put to him, but he admitted that he used the documents. That, however, was very far indeed from making the present charges nominal ones. The main points in the case would be arguments on the law. The facts would be admitted. Although Mr. Russell imagined—as the prosecution said, wrongly, and as he said, rightly—that he was entitled to use those proxies, there was deceit in using them. There was deceit of the chairman of the meeting, who did not know that the documents were forgeries, and there was deceit of the shareholders. That was what removed the charges from being anything in the nature of nominal charges. He proposed that day to put so much evidence before his worship as would enable him to understand the case—that and no more. The case was an enormous one, occupying something like 300 pages of evidence, 60 pages of judgement, and ten books of exhibits, but his aim was to keep it as short as possible so long as his worship got a view of the circumstances in which the proxies were used. Purchase of Goenong Batoe Besar. Continuing, counsel said that Mr. Russell was formerly chairman of Malayan Collieries, Ltd., and his firm, Messrs. J. A. Russell and Co., were secretaries and managing agents. In 1920, at a board meeting held on Nov. 23, the other directors present being Mr. A. A. Henggeler and Mr. Grant Mackie, Mr. Russell made an offer to the company of the Goenong Batoe Besar property in Borneo, for $600,000 in cash and 100,000 shares in the company. That offer was discussed at the meeting, Mr. Russell taking no part in the voting on the decision, the other directors treating him as a vendor, and not as a director at all. Finally they agreed to purchase the property. That was a final agreement, a conclusive agreement, incorporated in a resolution, subject to investigation. Then on Jan. 31, 1921, Mr. Russell wrote a letter to the directors, asking them for an allotment of shares in pursuance of the agreement. The seven names mentioned in the first charge were contained in the letter of allotment, to the extent of 51,500 shares. That allotment was confirmed by the directors on Feb. 15. The return of the allotment was not made to the Registrar of Companies until June 10—there was some delay. The seven names were admitted to be fictitious—the names of non-existent persons. On June 14, the final contract was signed by Mr. Russell and Mr. Henggeler. That completed everything. Mr. Peck’s Intervention. The next thing was a meeting on May 4, 1922, when Mr. Peck charged Mr. Russell with making an illegal profit of 80,000 shares—of the 100,000 shares, the company which sold the option, the Eastern Mining and Rubber Co., got 20,000. Ng Hong Guan also came into the matter. Mr. Russell admitted that in fact 72,000 shares belonged to him, 8,000 to Ng Hong Guan and 20,000 to the E. M. R. At the meeting on May 4, 1922, the fat was in the fire. It was then that Mr. Peck made his indictment. Mr. Peck followed that up by circulating a number of documents, with what appeared to be a statement of opinion by eminent counsel, among the shareholders, asking for support to enable him to file a suit for the return of those 80,000 shares. The directors also issued a circular letter, saying that a general meeting was going to be called, and that they proposed to leave to referees the matter as to whether proceedings should be gone on with or not. They referred that proposal to the general meeting, which was held on Aug. 16. Before the meeting was held, another step had been taken and a very important one. That was the filing by Mr. Peck of an application to be allowed to sue, on behalf of himself and other shareholders, on a plaint claiming $1,750,000, being 80,000 shares at $21.50 and interest. The letter of allotment was received on Jan. 21. It was filed on July 29. The meeting was held on Aug. 16. Mr. Henggeler was not very certain when the matter first came to his knowledge, but he would say that he certainly knew of it at the time of the meeting. Submitted to Referees. The resolution passed at the meeting was in favour of the adoption of the proposal of the board, to the effect that, notwithstanding the opinion which they had already formed, that there was no legal cause of action against Russell and Co. and Mr. Russell, the matter should be referred to referees for an opinion. It was a question whether the company should join themselves as plaintiffs in Mr. Peck’s action. Mr. Russell used 51,500 votes, representing the seven proxies mentioned in the present charges, in voting in favour of the resolution. On Aug. 23, an order was made allowing Mr. Peck to sue on behalf of himself and other shareholders, except Mr. Russell, subject to certain conditions as to giving security, advertisements, etc. From then the proceedings were certain to go on, and when the meeting was held on Nov. 21 everybody knew, and the shareholders knew, that the action was going on. At that meeting the resolution was: “That this meeting approves of the decision of the board that the company should not associate themselves as co-plaintiffs in the action, and that all proper steps be taken to defend such suit.” That resolution was put before the meeting by Mr. Henggeler, the chairman and was passed; Mr. Russell voting for it. Three of the Issues. The D.P.P, said that he would finally just briefly refer to the judgement of Mr. Justice Whitley, which would be put in. There were several issues. He proposed only to deal with three. First, did Russell and Co. and Mr. Russell bona fide commence negotiations for the purchase of the Goenong Batoe Besar property? There was no doubt about the conclusion of the negotiations—they were certainly acting for themselves then. On that issue Mr. Justice Whitley found that they did bona fide commence negotiations on their own behalf, or at any rate it was not proved that they did not. Second—the principal issue in the case—even admitting the “bona fide” commencement of the negotiations, were they, in fact and in law, owing to their position in connection with the company, entitled to do so, and were the negotiations not in fact carried on on behalf of the company? Mr. Justice Whitley went into the history of the case, showing how the company had been looking for options. Russell and Co., he said, were their agents, and holding such a position, they ought not to have gone into the field against the company. He held that, in law and in fact, they must be held to have acquired the option on behalf of the company. Third—the only issue concerning the present case—assuming that, in contradiction to the finding on the second issue, Russell and Co. were justified in acquiring the option for themselves, was there, in the course of their dealings with the company, material misrepresentation or material non-disclosure. On that issue Mr. Justice Whitley held that there was neither. What is a Forged Document? On the question of law, continued the D.P.P., under section 465 arose the question as to what constituted a forged document. In section 463 was given the definition: “whoever makes any false document or part of a document.” Section 464 told what a false document was. He did not suppose that there would be any dispute as to section 464. It was quite clear that the documents concerned in the present charges were false documents. It did not follow, however, that they were forgeries. A forgery was a false document committed with certain intents. The prosecution alleged two intents in this case. In the first place, the use of these documents was a deceit on the chairman of directors. The claim, of course, had a double aspect. It need not necessarily be a claim for profit. It might be a claim for a good many things—for the possession of a boy as an adopted son, or anything like that. They must look at those documents in two ways, directly and indirectly. Indirectly, they were used to support a claim to certain shares—indirectly, because especially at the meeting on Nov. 21, the issue was whether the company should join with Mr. Peck as plaintiffs or continue to act as defendants and call upon him to find security. The decision was a very important one, and might have had the effect of stopping proceedings, owing to the inability of Mr. Peck to find the required security. Then there was the direct use. The claim in question was not necessarily a claim for property. It could be a claim to use voting powers in respect of the shares. There was direct use. There was nothing indirect about that. Elusive Question of Fraud The second intent alleged by the prosecution was the intent to commit fraud. He would not go further into that at the present stage, because it was an elusive question. The D.P.P. proceeded to call evidence. Loong Kam Shun, clerk in the office of the Registrar of Companies, said that he was entrusted, under the Registrar’s supervision, with the custody of all the documents there. On June 10th, 1921, a return of allotment of shares, of which a certified copy was produced, was made by Malayan Collieries, Ltd. D. K. Pillay, chief clerk of the Supreme Court Registry, produced a miscellaneous application file, No. 98 of 1922—an application by Mr. F. C. Peck for leave to sue. The witness was instructed to bring to the court at a later date the file containing the judgement itself. MR HENGGELER’S EVIDENCE Purchase of Borneo Property. Adolf Alois Henggeler, partner in the firm of Henggeler and Martin, Kuala Lumpur, said that he was a director of Malayan Collieries, Ltd., from the formation of the company in January, 1913, until January, 1925. During all that time Messrs. J. A. Russell and Co. were managing agents, and until the middle of 1924 they were secretaries. In November, 1920, a meeting of directors was held, at which Mr. Russell, Mr. Grant Mackie and the witness were the directors present. Mr. Russell offered to the company the Goenong Batoe Besar property in Borneo for $600,000 in cash and 100,000 shares in the company. He told them that he had an option on the property and had given instructions to exercise that option. Mr. England, the Batu Arang mine manager, was called in. He gave a report on the property, and produced plans. The witness and Mr. Mackie treated Mr. Russell in the matter, not as a co-director but as a vendor, and he did not vote in their decision. They decided to purchase the property, and passed a formal resolution to that effect, which was formally communicated to Mr. Russell at the meeting. On Jan. 31, 1921, the directors received a letter from Mr. Russell, referring to the contract, about the allotment of shares. On the same day a note of the allotment was made in the company’s register and was confirmed at a meeting of the directors on Feb. 15. On June 10, the witness, as a director, signed a final contract of sale; and a return of the allotment, he understood, was made to the Registrar of Companies. The Fictitious Names The witness saw seven names on the two documents produced, the final contract and the allotment of shares. He was not aware at the time that the documents were fictitious, and that there were no such persons. Had he known that, he would not have sanctioned the making of the return to the Registrar of Companies. He imagined at that time that Mr. Russell’s profit was 3,000 shares. There was a general meeting on May 4, 1922. He was present. At that meeting Mr. Peck made the charge that Mr. Russell had taken the option on Goenong Batoe Besar, in the first instance, on behalf of Malayan Collieries, Ltd., and then switched it over to himself and his company, when it should have been retained by Malayan Collieries. Mr. Peck suggested that the 80,000 shares were wrongful profit. Later, about June, 1922, Mr. Peck circularised the shareholders asking for support in instituting an action. The directors also issued a circular to the shareholders. Mr. Dinsmore, after being spoken to by Mr. Peck, here asked a question of the witness, to which he replied that Mr. Peck did not then make any definite allegation, but mentioned the difference of 80,000 shares. Continuing, the witness said that an extraordinary general meeting was held on Aug. 16, at which he presided. He produced a copy of the resolution passed at that meeting. The minute book showed that the resolution was carried by 157,834 votes to 82,512—a majority of 75,322. Mr. Russell handed in at that meeting certain proxies—those produced. They were examined by the secretary and laid on the table, and were used by Mr. Russell in voting. Second Use of the Proxies. A further extraordinary general meeting was held on Nov. 22, 1922, at which also the witness presided. A resolution was submitted (copy produced), and was carried by 197,955 votes to 35,516—a majority of 162,439. On that occasion Mr. Russell again used the proxies previously mentioned in voting for the resolution. On those two occasions the witness did not know that the names on the seven proxies were fictitious, and if he had known he would not have passed them. Shown an affidavit, a copy of Mr. Peck’s application to sue, and a summons addressed to Mr. Russell, Messrs. Russell and Co., and Malayan Collieries, Ltd., the witness said that at the meeting on Aug. 16, Mr. Peck mentioned that he had made an application. When the meeting on Nov. 21 was held, Mr. Justice Farrer Manby’s order in that application had been officially before him, and was known to all the directors. He himself must have known on Aug. 19, because an affidavit made by him on that date referred to it. It was most likely that he knew on Aug. 16. The plaintiff subsequently filed his suit. The witness was present nearly all the time during the hearing of that suit. Mr. Dinsmore: Did Mr. Russell make any statement in that case about those proxies? The witness: Yes. He said that they were fictitious, and that the people in whose names they were did not exist so far as he knew. In Mr. Russell’s Writing. Continuing, the witness said that the names and places at the top of all those proxies were in Mr. Russell’s writing. During the case, Mr. Russell stated that 72,000 of the shares belonged to him. The witness did not know that those names were fictitious until Mr. Russell made that statement in court. It was then also that he changed his opinion that Mr. Russell’s profit was no more than 3,000 shares, though after Mr. Peck started his action he had information that he had received more shares. He had not considered that the matter concerned them. Was anything said in the course of the case about concealment? —Yes, in Mr. Russell’s evidence. He said that he did not consider that it concerned anybody what profit he made, and that he had concealed the fact that he had made a profit of 72,000 shares. Concealed from whom? —From the shareholders and the board. The witness added that he did not remember if Mr. Russell made any statement as to how the concealment was effected. He was present at the reading of the judgement, and remembered Mr. Justice Whitley’s finding that Messrs. J. A. Russell and Co. “bona fide” began the negotiations for the acquisition of the option on their own behalf, but owing to the special circumstances must be deemed to have acquired it for the company; also that there was neither material non-disclosure nor misrepresentation. The decree was that 76, 667 shares should be returned to the company. Mr Shearn said that he had no questions to ask Mr. Henggeler. Did not Plead Privilege. The magistrate: I should like to know whether, in giving evidence, Mr. Russell was compelled to answer these questions. The D. P. P. said that he was not. He could have pleaded privilege, not to answer the questions because to do so might incriminate him. No such plea, however, was made. His worship: That has not been brought out in evidence. The D. P. P. (to the witness); Do you remember Mr. Russell being asked about the proxies? The witness: Neither he nor his counsel claimed privilege in refusing to answer the questions. His worship: In your opinion Mr. Russell acted quite honestly? —He did. The D. P. P. said that that, substantially, was his evidence. He would not like to say that he had no more evidence, but that was practically all his case. He might supplement it with a little detail. His learned friend was putting in the judgement. Mr. Russell’s statement at the beginning of the case would very greatly shorten it. On the question of the adjournment, he was entirely agreeable to any date that defending counsel might suggest. Mr. Shearn said that Mr. Carver would like the adjournment to be until Monday, the 18th inst. His worship thereupon adjourned the hearing until the morning of that date.

The Straits Times, 11 May 1925, Page 9. Mr. Russell Charged. Alleged Use of Fictitious Proxies. (From Our Own Correspondent) 0. Kuala Lumpur. May 10. A profound sensation was caused in commercial and business circle- in Malaya by the announcement on Friday last that criminal charges had been brought by the Public Prosecutor against Mr. John Archibald Russell, head of the firm of J. A. Russell and Co. and a very well known figure in eastern Business circles. Mr. Russell, who is a comparatively young man, was the chairman of directors of Malayan Collieries Ltd. from the formation of the company in 1913, but as a result of recent litigation brought against him by Mr. F. C. Peck, Mr. Russell resigned the chairmanship but still continues as director. 0. During the hearing of the Peck- Russell case, Mr. Russell made certain admissions quite voluntarily in regard to seven proxies he had used to vote for himself at two meetings of the company in 1922, and these proxies form the subject matter of the present charges. 0. Contrary to expectation very few people were present in court. Among the early arrivals was the accused with his solicitor Mr. E. D. Shearn. They were followed within a few minutes by Mr. F. C. Peck, who as the case proceeded took a seat next to the D.P.P. and occasionally the two held short consultations. The magistrate, Mr. W.J.K. Stark, took his seat, and almost at once Mr. Russell was charged as follows: J A Russell, that you on or about the 16th day of August, 1922, at an extraordinary general meeting of Malayan Collieries, Ltd., at Kuala Lumpur, used as genuine certain documents to wit; (1) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Lim Gee Soo of Singapore; (2) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person on Poey Yew Teck of Singapore; (3) ) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Poey Yew Bee of Singapore; (4) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Yeo Boon Hup of Singapore;(5) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Lim Low Neo of Singapore;(6) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Tan Heng of Singapore; (7) a proxy to vote bearing date 10th day of August, 1922, and purporting to be signed by an existing person one Tan Hoo Soon of Kuala Lumpur, which you then knew or had reason to believe to be forged documents and that you thereby committed an offence punishable under sections 465 and 471 of the Penal Code. 0. The second charge read as follows: - That you on about the 21st November, 1922 at an extraordinary meeting of Malayan Collieries Ltd. in Kuala Lumpur used as genuine certain documents to wit 7 proxies to vote specified in charge one, which you then knew or had reason to believe to be forged and thereby committed an offence punishable under sections 465 and 471 of the Penal Code. 0. The accused pleaded not guilty and handed the following statement to the magistrate: - “ I admit that I used the seven proxies in question for voting at general meetings of Malayan Collieries, ltd., held on 16th August and 21st November, 1922. The shares represented by the proxies all in fact belonged to me at the time I used the proxies and such shares stood in fictitious names. I consider and still consider that the shares belonged to me, so did the voting rights in respect of the shares, and that I was fully justified in fact and in law in using those proxies, although at the time I knew they were subscribed to in the fictitious names in which the shares stood.” (continued S.T. coverage of case.)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 19 May 1925, Page 15
 The output of coal from the Malayan Collieries in 1924 was 357,464 tons, of which the F.M.S. railways took 192.692 tons, and mines 145,969. Less than 6,000 tons was exported.

THE MALAY MAIL, TUESDAY, MAY 19TH, 1925. COLLIERIES PROXIES CASE Mr. Russell discharged. INTENTION TO DEFRAUD NOT PROVED. Mr. Peck’s Evidence. The hearing was resumed yesterday, before the Kuala Lumpur Magistrate, of the charges against Mr. J. A. Russell. The charges were: - (1) That you on or about Aug. 16, 1922, at an extraordinary general meeting of the Malayan Collieries Co., Ltd., in Kuala Lumpur, used as genuine certain documents, to wit: - (a) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Lim Jee Soo of Singapore. (b) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Poey Yew Teck of Singapore. (c) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Poey Yew Bee of Singapore. (d) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Yeo Boon Hup of Singapore. (e) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Lim Low Neo of Singapore. (f) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Tan Heng of Singapore (g) A proxy vote bearing date Aug. 10, 1922, and purporting to be signed by an existing person, one Tan Hoe Soon of Kuala Lumpur. Which you then knew or had reason to believe to be forged documents, and that you thereby committed an offence punishable under section 465 and 471 of the Penal Code. (2) That you on or about Nov. 21, 1922, at an extraordinary general meeting of Malayan Collieries Ltd., in Kuala Lumpur, used as genuine certain documents, to wit the seven proxies to vote specified above in charge (1), which you then knew or had reason to believe to be forged documents, and that you thereby committed an offence punishable under section 465 and 471 of the Penal Code. The D. P. P., Mr. Dinsmore, appeared for the prosecution, and the Hon’ble Mr. G. S. Carver, with Mr. E. D. Shearn for the defence. The Court Records. The first witness called was Mr. V. K. Pillay, the chief clerk of the Supreme Court, who produced the record of the Civil Suit No. 613 or 1922, and also an affidavit filed by Mr. H. D. Brown on Dec. 13, 1922. Mr. Carver inquired whether it was proposed to put in the whole of the record of the civil suit. The magistrate said that he did not think that the whole record was required. Mr. Dinsmore said that he thought that Mr. Carver might want to refer to various parts of it. Mr. Carver, referring to Mr. Brown’s affidavit, said that Mr. Brown was coming as a witness. Mr. Dinsmore pointed out that Mr. Brown would be able to say that he made the affidavit but he could not prove that it was filed. He was trying to prove that the affidavit was on record. Mr. Carver said that it was not usual to put in a signed document like that and ask a witness to give evidence on it. The magistrate allowed the document to be proved. Mr. Carver put to the witness the miscellaneous application No. 62 of 1924. Witness said that it was in the record and was dated June 30, 1924. It was the order of the Supreme Court on an application made to rectify the share register of Malayan Collieries, Ltd., by substituting the name of Messrs. J. A. Russell and Co. for the names mentioned in the proxies which formed the matter of the present prosecution. Mr. Brown’s Evidence. Mr. H. D. Brown, the secretary of Malayan Collieries, Ltd., was next called. He said that he had been secretary of the Company since June 1921. He identified the affidavit produced by the previous witness. The facts set out in it were true. He attended the meeting of Aug. 16. The proxies which formed the subject matter of the charge were produced at the meeting, passed by the chairman, and used by Mr. Russell for voting. They were used in favour of the resolution. In an annexe to the affidavit referred to the votes cast at the meeting were divided into three classes. 56,068 shares covered by the seven proxies in the case were put down as being votes in which Mr. J. A. Russell “had a personal interest or control.” He noted those words in the minutes of the meeting. The same proxies were used similarly at the meeting of Nov. 21. Replying to Mr. Carver, the witness said that he was present at both meetings. He produced the minute book of the company. The minutes gave the details of the voting. At both meetings the results of the voting were announced, and they were announced as set out in detail in the minutes. At the meeting on Aug. 16 it was known that there were proxies for 56,068 shares in which Mr. Russell had a personal interest or control. That was in addition to the shares which stood in Mr. J. A. Russell’s or Messrs J. A. Russell and Co.’s own name. Mr. Dinsmore: Where did you get that information that these proxies referred to shares in which Mr. J. A. Russell had a personal interest or control? —I would have given the figures of the votes to the chairman and the chairman would have announced it. I would have recorded that in my notes of the minutes of the meeting. You say that the chairman made that announcement and that is how you got the information? —To the best of my recollection he did. Mr. Peck’s Evidence. Mr. Peck was the next witness. He said that at the beginning of 1922 he was a shareholder of Malayan Collieries, Ltd., and he was a shareholder throughout that year. He attended a meeting of the company on May 4, 1922, when he made some inquiries and certain revelations. He did not think he made any definite charges at that meeting. Those inquiries were based on certain documents and information which he had received in Singapore. He referred to several of the documents, and mentioned two figures, namely, 80,000 shares and 72,000 shares. He mentioned those two figures as being relevant to the enquiry. These referred to shares, and he referred also to the difference between the agreement made between Hong Guan and Mr. Russell and the one made between Mr. Russell and the company. In particular, he questioned the legitimacy of the allotment of 3,000 shares to Mr. Russell. After that meeting the Board issued a circular letter to the shareholders, and he himself circularised the shareholders after obtaining legal opinion, saying that he proposed to take legal action. His first circular was dated June 24, and after the directors’ circular was issued he added a fly sheet to it dated June 28. On July 29 his solicitors, on his behalf, made an application for leave to sue. He attended the meeting of Aug. 16 but he did not think that he examined the proxies in question at that meeting. To the best of his recollection he did not know at that meeting about these proxies. Mr. Dinsmore: In the minutes of the meeting of Aug. 16 there are three entries: proxies appointing Mr. Russell, shares standing in the name of Mr. J. A. Russell or Messrs. J. A. Russell and Co., and shares in which Mr. Russell had a personal interest or control. Do you remember any declaration being made with regard to this at that meeting? —I believe no declaration of that kind was made. Do you remember any declaration being made that Mr. Russell had any interest in these shares which were the subject of the Pamoekan Bay sale at the meeting? —I think not. I do not think any mention was made of the proxies. As far as I can remember nothing was said about those proxies, and only the total number of votes cast would have been mentioned. If anything had been said about these particular shares I should have noticed. I took a shorthand note of the proceedings of the meeting, and if I refer to my original notes the point can be made clear. I certainly believe no such declaration was made. You made a speech at the meeting of Aug. 16? —Yes. Did you state anything about your case? —Yes. I stated that I had made an application for leave to sue, and I read out a part of this plaint containing the main allegations. On that plaint what prayer did you make? —I claimed $1,720,000 as damages, that figure being based on 80,000 shares at the rate of $21.50 per share. That was so far as I could find out the value of the shares about the date of the allotment, Feb. 21, 1921. You made that quite clear at the meeting? —Yes. I read out the material allegations in my plaint. Was that before or after the voting? —That was before the voting. So that when the voting took place everyone knew the essence of your claim? —Yes, and I think the directors knew before that, because my solicitors sent a letter to the secretaries of the company asking them to put a resolution before the meeting which referred to a suit begun or about to be begun. Coming to the second meeting of Nov. 21, you inspected these seven proxies at that meeting? —After the second meeting I inspected all the proxies. I knew that the names on these proxies were the same as those which were in the allotment return. With which your case was concerned? —Yes. “Personal Interest or Control” At the meeting was any statement made that Mr. Russell had a “personal interest or control” over all the shares referred to in these proxies? —I believe a statement was made after the voting that shares in which Mr. Russell had a personal interest or control were not used in the voting. I cannot remember the exact wording. In the minutes the result of the voting is shown as 71,451 votes in favour of the resolution and 35,516 votes against the resolution. It was said that these votes did not include any of Mr. Russell’s shares? —These 71,000 odd shares did not include Mr. Russell’s shares or any shares controlled by him. Or any shares over which he had control? —No, no. I would not say that. When I say control I mean legal control. Various votes were cast which were controlled by Mr. Russell, such as the votes of employees of his own firm. Was any statement made at that meeting which led you to conclude that these 56,000 odd shares were owned by Mr. Russell? —Most certainly not. The first definite intimation I had of it was when I heard Mr. Russell make the statement in court. I had, of course, a suspicion before that. The only thing in the nature of an admission which I ever saw from Mr. Russell was in February, 1924. Until that date I had never seen any admission or statement leading me to believe that he owned these shares. Continuing to answer the D. P. P., Mr. Peck said that he was present in court throughout the Peck v. Russell case, and took a most careful shorthand note. Mr. Dinsmore: Did Mr. Russell say anything about the signature on these proxies? Mr. Peck reading from his notes, said that Mr. Braddell asked: ”Who actually signed them?” and Mr. Russell replied “I do not know. I gave them to Khoo Wee Chuan.” Mr. Dinsmore: Did he say that they were fictitious? —Yes. Did he in his evidence state anything about giving information to Mr. Henggeler about the ownership of these shares? —Yes, he said that he never told Mr. Henggeler that he owned these shares. Shorthand Notes. You have your shorthand notes before you now? —Yes, but not the part referring to that very passage. Did Mr. Russell in his evidence make any reference to the return of allotment of June 10, 1921? —Yes. Various statements were made with reference to it. Can you remember any statement which you think would be of any use in this case? Mr. Carver: I must object to this. Mr. Peck has got his shorthand notes, but he cannot give evidence on his recollection of Mr. Russell’s evidence in the case. The magistrate: Perhaps Mr. Peck can refer to his shorthand notes. Mr. Carver: I do not want to have it vague. If he refers to his shorthand notes I will have it that way. Mr. Peck: During the case various documents were put to Mr. Russell which had been sent to shareholders, and after that Mr. Russell was asked whether these were all the documents in which he had given information to the shareholders, and he said they were. Mr. Carver objected to this. He had no objection to the record being read. Mr. Dinsmore said that the witness was refreshing his memory. Mr. Carver said that he was not refreshing his memory but giving evidence. Mr. Dinsmore asked Mr. Peck to read from his shorthand notes. Mr. Peck said that Mr. Braddell mentioned a number of documents which he had put to Mr. Russell, and then asked the question: Now, outside the documents which I have put to you, was there anything else in which the shareholders were told anything about this transaction? Mr. Russell: No. I do not think so. Mr. Braddell: I think you will admit that in every one of these documents it was deliberately concealed from them that you made this very large profit of 1 ½ million dollars. Mr. Russell: Yes. They were not told. Mr. Dinsmore: Did Mr. Russell make any reference with regard to the two agreements filed with the return of allotment? Mr. Peck quoted the following from Mr. Russell’s cross-examination: - Mr. Braddell: Why did you give this gentleman’s name as Khoo Wee Chuan? Mr. Russell: For two reasons. One was that this was done to conceal my profits from the public. The second reason was that that was the name by which he was known to Hong Guan. Examined with regard to his application for leave to sue, Mr. Peck said that he got his order on Aug. 23, subject to certain conditions such as giving security. He voted against the resolution which was put before the meeting on Nov. 21. Mr. Dinsmore: What did you propose that the company should do? Mr. Peck: Before the meeting of Aug. 16, I requested the directors to put forward a resolution that the company should be joined as plaintiff, but the notice of that resolution was not sent in sufficient time to be put before that meeting. And that resolution was not put to the meeting. The resolution which was put was practically the negative of what you proposed? —Yes. All through you wanted the company to be made plaintiff in the case? —Yes, right up to the meeting of Nov. 21. Supposing the company had joined as plaintiff, would it have made any difference to you? —Yes. It would have relieved me a great deal with regard to costs and things would have been very much easier. As it was were you in any difficulties in going on with the case? —At one stage I had to put up my own shares as security for costs. What sort of difficulties had you to face? The difficulties were so great that they might easily have resulted in my abandoning the suit altogether. After the right to sue was given by Mr. Justice Farrer-Manby? The magistrate: The right to sue was given by the Court of Appeal. Mr. Peck: After the adverse judgement of Mr. Justice Farrer-Manby practically all my supporters and my friends, who were supporting me but were not shareholders, advised me to drop the suit. Had it not been for the introduction of rubber restriction, which strengthened my financial position considerably, I have no doubt that I should have had to abandon the suit altogether. Mr. Dinsmore: You were in great difficulty? —Yes, up to that time. I had to put up my own shares as security for costs of the appeal. Cross-examined by Mr. Carver, Mr. Peck said that he examined the seven proxies not at the meeting of Nov. 21 but after the meeting. After the meeting had finished he went thorough all the proxies. That inspection did not give him any definite information, but he presumed that these proxies were included in the proxies in respect of shares over which Mr. Russell had a personal interest or control. Do you say that the details of voting as shown in the minutes of that meeting were not announced? —To the best of my recollection I believe they were not announced. Mr. Brown’s recollection is that they were announced? —Yes, I heard him say that. Your recollection conflicts with his as to that matter? —Yes. The magistrate: You are speaking from memory? —Yes, but it was a matter which concerned me. Mr. Carver: According to your recollection no announcement with regard to the voting was made at this first meeting? —Not with regard to Mr. Russell’s shares. What do you say were the details of the voting which you were given? —I do not think anything more than the total number of votes cast was announced. Those people who were present at the meeting were probably called out by name and asked which way they voted. Mr. Russell was present at the meeting and he voted for the resolution. You say that the shares, recorded by proxy were not divided into any categories at all and so far as you can recollect no announcement was made? —No. That is my recollection. You filed your plaint in the miscellaneous application? —Yes. It was attached as an exhibit to the application. The plaint was dated July 26, 1922? —Yes. That shows the claim you were then putting forward? —Yes. Mr. Carver here read the claim from the plaint and asked: What you were making was a money claim? —Yes. By way of damages and interest? —Yes. You have no doubt read the judgement of Mr. Justice Whitley? —Yes. Mr. Justice Whitley found that Mr. Russell and Co. had made all the disclosure that they were needed to make. Mr. Peck: What Mr. Justice Whitley found was that “assuming that the rights evidenced by the options belonged both in law and in equity to the second defendants the plaintiff has failed to establish that, in the sale of these rights to the company on Nov. 23, there was on the part of Mr. J. A. Russell or Messrs. J. A. Russell and Co. either misrepresentation or material non-disclosure. Mr. Carver (reading from the judgement), His lordship said: I hold generally that the case of the first defendant is covered by the Article (92) but that if it be not so covered nevertheless the disclosure which he made was sufficient in the circumstances of the case. Mr. Peck: But he held that assuming that in law and in equity the rights of these options belonged to the defendants. Mr. Carver: That is a matter for argument. Mr. Peck, you made a statement about Mr. Russell having said that he told Mr. Henggeler nothing. Where did you get that? —In the evidence, page 197 of your notes where you will find an error. Mr. Carver: I am reading from Mr. Justice Whitley’s notes. Mr. Peck: No, you have there a copy of the judge’s notes prepared by Messrs Pooley and Co. I have a shorthand note of the question and answer. Mr. Braddell: Did you ever tell him (Mr. Henggeler) that those shares were owned by you? —Certainly not. You have also the “Malay Mail” report of the case. Mr. Carver: The words in the judge’s notes are: I have told him……. Mr. Peck: Not in the judge’s notes but in the copy of those notes made by Messrs. Pooley and Co. Mr. Dinsmore: The case was fully reported in the “Malay Mail.” There you have the same thing. Mr. Carver: I don’t think we will take the Malay Mail. We have a copy of the notes. Mr. Dinsmore: I can get the original notes up here. I may say my official copy is the same as Mr. Carver’s. Mr. Peck: All these copies were prepared by Messrs. Pooley and Co. for filing with the registrar. The magistrate: According to these notes the words are “ I have told….” What do your shorthand notes say, Mr. Peck. Mr. Peck: My note reads Mr. Braddell: Did you ever tell him (Mr. Henggeler) that those shares were owned by you? —Certainly not. Mr. Dinsmore: I understand that these copies of evidence were prepared by Messrs. Pooley and Co. for the Court of Appeal. Mr. Dinsmore (to witness): Have you any doubt as to your notes being correct? —None whatever. The chief clerk of the Supreme Court was recalled and produced an uncertified copy of the judgement of Mr. Justice Whitley. It was signed by the judge. Mr. Dinsmore (to the witness): By whom were all these records prepared? —By Messrs. Pooley and Co. Mr. Shearn admitted that it was so. Mr. Carver said that the original notes of evidence were in the file. Mr. Dinsmore said that his difficulty was that he could not produce them because they were not evidence. Mr. Carver said that the copies of evidence were made from the copy prepared by the judge’s private secretary from the judge’s notes. The magistrate: These are copies of a certified copy? Mr. Dinsmore said that the “Malay Mail” report agreed with Mr. Peck’s notes. Mr. Carver: I understand that the “Malay Mail” report was supplied by Mr. Peck. (Further remarks inaudible). [Mr. Carver’s statement is absolutely inaccurate. We comment editorially. —Ed., “M.M.”] Mr. Dinsmore: I have here a witness who could speak to the point if the court wished to hear him, and that is the reporter who reported the case for the “Malay Mail,” and he is in court. The magistrate did not think it necessary to call this witness. He thought that a certified copy of the evidence might be looked into. Mr. Dinsmore said that that finished his case. Mr. Carver inquired whether Mr. Dinsmore was going to open on the law. Mr. Dinsmore asked whether the defence was going to call any evidence. He added that the crown had always the right of reply, but in this instance he waived that right. He would however refer to the law on the subject. (Mr. Carver said that he was not going to call any evidence.) Mr. Dinsmore then proceeded to quote a number of Indian authorities establishing the point that the right to vote was a right of property, not merely a claim, which a court would intervene to protect. In the case of a company the register was the only evidence of a member’s right to vote. Charge Amended. While Mr. Dinsmore was continuing his argument Mr. Carver interrupted to inquire whether the charge had anything to do with “fraudulently” or “dishonestly” doing anything. He said that the wording of the charge was apparently taken from “Gour” and the wording there was “that you on….did fraudulently or dishonestly use as genuine a certain document to wit…..” These words “fraudulently and dishonestly” had been omitted in the charges which were framed, and he thought that they had been intentionally omitted. Mr. Dinsmore said that it was purely a clerical error. He copied the wording from “Gour” himself and gave it to his clerk to type. Whether the error was on his part or the part of his clerk he could not say. Mr. Carver: If my learned friend thinks that this is an error then he should move to amend the charge. Mr. Dinsmore moved to amend the charge by inserting the word “fraudulently” The magistrate amended the charge accordingly. Mr. Dinsmore then proceeded to deal with the definition of “fraudulently.” Mr. Carver began his address in the afternoon and had not finished when the court adjourned till 9.30 this morning. Mr. Carver said that he would take about an hour or more. A full report of Mr. Carver’s address will be given tomorrow. Mr. Russell Discharged. After Mr. Carver had addressed the court for two hours this morning, the magistrate gave a written judgement, acquitting and discharging the accused. The magistrate, in the course of his judgement, said that if Mr. Justice Whitley had been convinced that there had been forgery he would have handed over the record to the D. P. P. for action. Another matter was that if the accused was of any other race he was not sure that only a summons would have been applied for. On the submission made to him he found that no moral delinquency on the part of Mr. Russell had been proved. His worship refrained from making any comment on the moral aspect of the matter. Also it had not been proved that Mr. Russell intended to commit fraud. In the absence of proof of guilty intention, he acquitted and discharged the accused.

The Straits Times, 19 May 1925, Page 9 Mr. Russell Acquitted. No Guilty Intention of Using Proxies. (From Our Own Correspondent.) 0. Kuala Lumpur, May 19. (S.T. coverage of case)

THE MALAY MAIL, WEDNESDAY, MAY 20TH, 1925. MR RUSSELL’S ACQUITTAL No Intention to Defraud MAGISTRATE’S FINDING The following is the concluding portion of our report of the Malayan Collieries proxies case, in which Mr. J. A. Russell was charged before Mr. W. J. K. Stark, the Kuala Lumpur police magistrate. Mr. Carver, on Monday afternoon, opened the defence. He said: This prosecution, as your worship knows, is the outcome of the Peck—Russell suit which about a year ago occupied a hearing before Mr. Justice Whitley extending over 23 days. During that hearing charges of dishonesty and bad faith were made very freely against Mr. Russell. The whole question involved in this case was very carefully and exhaustively dealt with and the record has been available for scrutiny during the year that has elapsed, and this is the only outcome, as far as I know, of all the suggestions which were made in that case, and I do not know even now whether it is put as high as this, that there was a moral delinquency on the part of Mr. Russell. My learned friend has said that it was his conviction that Mr. Russell regarded the shares involved in this prosecution as his own property, and he quoted from text books to confirm that statement. If Mr. Russell regarded these shares as his property then he could use the votes on them how he liked, even to his own benefit. When these charges were first spoken of, Mr. Russell, in order to clear the ground, and in order to facilitate the investigation of this matter, made a statement which has been put in as an admission. In that statement he says; I admit that I used the seven proxies in question for voting at the meetings of Malayan Collieries, Ltd., on Aug. 16 and Nov. 21, 1922. The shares represented by the proxies all in fact belonged to me at the time I used the proxies, and such shares stood in fictitious names. I considered, and still consider, that as the shares belonged to me, so did the voting rights in respect of the shares, and that I was fully justified in fact and in law in using those proxies, although at the time I knew that they were subscribed in the fictitious names in which the shares stood. State of Mind This is the statement. I submit that the whole of that deals not only with the fact that he regarded these shares as his own, but here we have a statement of Mr. Russell’s mind, and while I am on this subject I will refer to a passage in “Amir Ali” at page 218 [Counsel here read a passage.] It is clear that if we take this statement which Mr. Russell has put in as a whole it is unnecessary to attribute equal weight to all parts of it. What I submit is that there is no reason to doubt for one instant that if Mr. Russell thought that these shares belonged to him he was entitled to vote on them in the names of non-existing persons, but names adopted by him, perhaps one might say, as aliases. My learned friend said at the beginning of his opening: The facts would be admitted. The main points in the case would be argument on the law. Although Mr. Russell imagined that he was entitled to use those proxies…. My learned friend said that Mr. Russell imagined that he was entitled to vote on these proxies. If he said that Mr. Russell thought that, then the case is finished. There is then an absence of fraudulent intention and there is no charge of moral delinquency against Mr. Russell. If you say there is no charge of moral delinquency you would say there is no forgery. There is not a single dictum or passage in any case so far as I know which says that forgery is a crime which does not lead to moral delinquency. I propose to spend a little time going through the documents on which Mr. Justice Whitley based his findings in connection with this transaction. The first thing I would refer to is the evidence given by Mr. Henggeler as to what happened at the meeting of Nov. 23. That was the meeting at which the directors decided to buy the property. Offer of the Property At that meeting Mr. Russell put before the directors this offer that he would sell this property to the company for the consideration of $600,000 in cash and 100,000 shares of Malayan Collieries, Ltd. There was no question then of Mr. Russell’s state of mind. The directors’ state of mind was that Mr. Russell was a vendor of property which he was entitled to sell and the company was the purchaser. It does not matter in the least that Mr. Justice Whitley afterwards found that there were certain circumstances in the case which made Mr. Russell in fact a trustee. That does not affect Mr. Russell’s intention at the time. In this case what we have (to) enquire into and what we are dealing with is Mr. Russell’s mental state. “Fraudulently” is defined as being the intention to defraud. That is a mental condition. At this time, Mr. Justice Whitley found that Mr. Russell intended to negotiate for himself the contracts by which he was to get these shares. At all material times what Mr. Peck was claiming was money damages. He was not claiming a title to these shares. I put in the plaint which he filed with the Miscellaneous Application, and I have read out the claim which he made. That was a claim for money and not for property in the shares. After the directors’ meeting at which the contract was concluded the next thing to refer to is the letter of allotment of Jan. 31, 1921, giving the names of the persons to whom these shares were to be issued. Part of the Consideration. It is quite clear from that that these shares were part of the consideration payable to Mr. Russell, and secondly that these shares were given in favour of Mr. Russell’s nominees. The next document it is necessary to refer to is the return dated June 10, 1921, made with the purpose of complying with the Company Enactment. There is no question at all that everybody knew that these were nominees and vendors, that these shares were part of the consideration due to Mr. Russell, and that the names of the persons in which they were put were the names given by Mr. Russell. Whether the beneficial ownership in the shares continues in Mr. Russell or whether it continues in Russell and Co. or whether it has been transferred to the nominees given is another matter. That is a matter which does not concern the vendors. These names are the names of non-existing persons adopted by Mr. Russell for the purpose of putting these shares. It is frankly admitted by the Crown that this was not done with a fraudulent purpose, that there is nothing fraudulent in adopting these names. There would be nothing wrong if a person, for the purpose of concealing his riches, paid money into a bank in a name adopted by him for the purpose and upon his own money drew a cheque on that banking account. I can imagine a thousand purposes for which a man could do that, without any dishonesty being alleged against him, in spite of the fact that one might say that the cheque was drawn in order to work detrimentally to the bank’s interests. Essence of the Question That brings me to the essence of the whole question which lies in the state of mind of Mr. Russell. Did he do it thinking he had the right to do it, or fraudulently intending to use these votes detrimentally, whether he had the right or not? Mr. Carver then dealt with other sections in the Penal Code dealing with forgery and referred to “Halsbury” (9th volume) and “Russell on Crimes” (7th edition, vol. 2). Mr. Carver, continuing, said that if Mr. Russell thought he had the right, there could have been no intention to defraud. Counsel went further and said that he had the right. If he had the right he had very good grounds for thinking that he might have had the right. There was no question that if Mr. Russell had put these shares in the names of friends those friends would have signed the proxies for him. It was clear that there was no criminal act in itself in the adoption of a fictitious name. Counsel put the question why the fictitious names were adopted. Were they adopted for the purpose of defrauding anyone? At this stage the court adjourned until 9.30 yesterday morning. D. P. P. Emphasises His Submission. When the hearing of this action began yesterday, Mr. Dinsmore said that he wished to know exactly what Mr. Carver said was his (the speaker’s) submission, made at the beginning of the case. His submission was a fairly full one and was as follows: - Although Mr. Russell imagined—as the prosecution said, wrongly, and as he said, rightly—that he was entitled to use those proxies, there was deceit in using them. There was deceit on the chairman of the meeting, who did not know that the documents were forgeries, and there was deceit of the shareholders. He did not know how far Mr. Carver carried his submission, but he had said that there was no moral delinquency. If that was Mr. Carver’s own submission he had nothing to say. But if he said that it was the speaker’s submission then he would say that he said nothing of the kind. He distinctly said that there was deceit. Mr. Carver: The construction I put on the submission made by my learned friend was this. (Counsel read the submission as it appeared in the “Malay Mail”). I say that if Mr. Russell imagined that he was entitled to use these proxies then there was no intention to defraud. Whether you go to the English law or whether you go to the local law that is the reading of the essential ingredients of the offence. I do not care whether it is defrauding out of property or defrauding out of rights or defrauding in the sense used in the Indian cases. What we have got to examine is the mind of Mr. Russell and once it is conceded that he was doing what he thought he had the right to do we know what his state of mind is. I contend that there was no intention to defraud. If I may go back I say we have these facts. It has been conceded and proved that these shares were Mr. Russell’s, part of the consideration money paid to him. They were his property and the voting power was part of the property in the shares. There was no fraud, and this is admitted by the prosecution, in putting these shares in the names of fictitious persons. The magistrate: Was there any direct admission of that kind? Mr. Carver: My learned friend said that there was no suggestion that that adoption was fraudulent. The magistrate: I thing what he said was that he could not trace any ruling on the point. Mr. Dinsmore: It is no part of my case. Mr. Carver referred to the passage in Mr. Justice Whitley’s judgement which referred to the question of disclosure and said: Mr. Russell said “I am vendor, I am interested in this property as vendor,” and having done that he has sufficiently disclosed. It was not incumbent upon him to go further and disclose the amount of his profit. It is not suggested that when Mr. Russell put these shares in the name of fictitious persons he did it for the purpose of defrauding. These were the shares belonging to Mr. Russell. The voting powers on them also belonged to Mr. Russell, and Mr. Russell says he thought that he was entitled to use them. If a man did what he supposed he had a right to do it can never be put down as fraudulent. Mr. Carver then cited a number of cases and also referred to the cases cited for the prosecution. In concluding he said: I need only remind your honour that this is a very serious case, that you cannot convict in this case without holding that in point of fact there was present in Mr. Russell’s mind an intention to defraud, that when he used these proxies he did so knowing that he was doing something wrong. He could not have that intention without the knowledge that he was doing something wrong. There is no Indian case which says you can. You have got to find as a fact that Mr. Russell knew that he could not use these documents, knew that he was not entitled to use these documents. It is not a question of whether he was entitled to use these documents but a question whether he knew that he was not entitled to use them. If we rely on the effect on Mr. Russell’s mind of the fact that he thought these were his shares, that he thought they belonged to him, we cannot come to any other conclusion but that in fact the prosecution has failed to prove the wrong intention or any knowledge in Mr. Russell’s mind that he knew that he was not entitled to do what he did. The magistrate enquired whether Mr. Dinsmore wished to address the court. Mr. Dinsmore said that he had already waived his right of reply. The magistrate said that he had one question to ask and that was whether Mr. Justice Whitley, in any part of his judgement, commented on the way in which Mr. Russell used these proxies. Mr. Dinsmore said that probably Mr. Carver would be able to answer that question better than he could. Mr. Carver said that there was no comment. The Judgment. The magistrate’s judgment was as follows: Before stating my decision there are two comments which I wish to make. The first is that had Mr. Justice Whitley been convinced that the offence of forgery had been committed by Mr. Russell he would, I think, have directed that the whole file of the Civil Suit be passed to the Public Prosecutor for action, and the second is that had the accused been of any other race (circumstances being otherwise similar) I am not sure that only a summons would have been applied for. Under the 4th column of the Second Schedule of the Criminal Procedure Code a warrant should ordinarily issue in the first instance in charges under Section 465 and 471 Penal Code. Counsel for the accused has submitted that from the admission of the prosecution it has been established that no moral delinquency attaches to the act forming the two charges. I refrain from making any comment on the morality of accused’s action. Coming to the evidence itself I find that it has not been shown that there was intent to defraud on the part of the accused taking the meaning of defraud to be the first of the three definitions given in para. 175 p.102 of Gour (Ed. 1), i.e. to deprive one of right either by obtaining something by deception or artifice, of by taking something wrongfully without the knowledge or consent of the owner. In R. V. Hartshorn it has been laid down that the essence of forgery is the making of a false entry or signature knowing it to be without authority and with intent to defraud. In the absence of guilty intention I must acquit and discharge the accused.

We have received the following letter: [TO THE EDITOR. ”MALAY MAIL”] Sir, --It might appear from the evidence given by Mr. Peck yesterday in the magistrates court, concerning the preparation of the copy record of the evidence in his recent suit against Mr. J. A. Russell, that the record had been incorrectly copied in this office. We wish to place on record that the copies made by us agree with the copy of the judge’s note supplied to us by the Supreme Court. Yours etc. POOLEY AND CO. Kuala Lumpur, May 20.

The Straits Times, 20 May 1925, Page 10. Mr. Russell's Acquittal. Magisterial Comments on The Case. (From Our Own Correspondent.) (S.T. coverage of above)

The Singapore Free Press and Mercantile Advertiser 20 May 1925 Page 8 THE RUSSELL AFFAIR FOOC KL May 19 The Magistrate acquitted and discharged Mr. J. A. Russell this morning, after Mr. G. S. Carver had given an address which lasted for two hours, on the ground that intention to defraud had not been proved.

The Straits Times, 20 May 1925, Page 10. Action Against Mr. F. C. Peck Eastern Mining Suit Dismissed With Costs. There was an echo of the Malayan Collieries litigation in the Supreme Court this month, before Mr. Justice Barrett- Lennard, when the Eastern Mining and Rubber Company sued Mr. F. C. Peck for $2,189, money alleged to have been received by the defendant for the use of the plaintiffs. Mr. J. Williamson, appeared for the plaintiffs and Mr. V. D. Knowles for the defence. 0. The statement of claim set forth that in July, 1922, plaintiffs paid $2,400 to Messrs. Sisson and Delay to be used on behalf of the defendant in connection with an action brought against Mr. J. A. Russell, then chairman of Malayan Collieries, in respect of the purchase of the Goenoeng Batoe Besar Company in Dutch Borneo. In October of the same year plaintiffs cancelled Mr. Peck’s authority to use this money, and demanded repayment. 0. Defendant denied that that amount held by Messrs. Sisson and Delay in October, 1922, was the balance left of the plaintiff’s money, but said it was in fact the amount remaining out of the whole of the subscriptions given to Mr. Peck. Defendant also denied that plaintiffs could cancel their authority to use this money. 0. His Lordship said he gathered that Mr. Peck had spent more than he received in subscriptions. 0. Mr. Williamson: That is a question of evidence, My Lord. 0. Mr. Knowles said he would submit that the onus of proving that was so lay upon the plaintiffs. 0. After hearing the arguments of counsel, his Lordship dismissed the action with costs.

The Straits Times 21 May 1925 Page 10 The Case Against Mr Russell To the Editor of the Straits Times Sir, - It might appear from the evidence given by Mr. Peck yesterday in the magistrates Court in Kuala Lumpur concerning the preparation of the copy record of the evidence in his recent suit against Mr J A Russell that the record had been incorrectly copied in this office. We wish to place on record that the copies made by us agree with the copy of the Judge’s note supplied to us by the Supreme Court. We shall be obliged if you will kindly publish this letter in your paper- Yours, etc. POOLEY & CO Kuala Lumpur May 20 1925

The Singapore Free Press and Mercantile Advertiser (1884-1942), 21 May 1925, Page 16 MR. PECK WINS ACTION. EASTERN MINING CO’S CLAIM FAILS. Malayan Collieries Involved. 0. In the Supreme Court yesterday, before Mr. Justice Barrett-Lennard, an action was heard in which the Eastern Mining and Rubber Company, Ltd. claimed from Mr. F. C. Peck the sum of $2,089.32 alleged to be had and received by him to the use of the plaintiffs. 0. Mr. R. Williamson appeared for the plaintiffs, and Mr. V. D. Knowles represented Mr. Peck. 0. The statement of claim, as read by Mr. Williamson, stated that on July 3, 1922, the plaintiffs paid the sum of $2,400 to Messrs. Sisson and Delay as solicitors for the defendant to be used by the defendant in connection with payment of the defendant’s expenses in respect of an action to be brought by him in connection with the purchase by Malayan Collieries of the Goenoeng Batoe Besar property. On Oct. 10th. 1922, the plaintiffs cancelled Mr. Peck’s authority to use the money and demanded repayment of it. Messrs. Sisson and Delay had in their possession the sum of $2,189.32 being the $2,400 less expenses already incurred, which amount, less $100, was paid into Court by Messrs. Sisson and Delay under order of the court dated Dec. 22nd. 1922. 0. The Defence. 0. In his statement of defence Mr. Peck denied that he had received to the use of the plaintiff the sum of $2,089.32, or any other sum. He admitted that on or about July 3rd. 1922, the plaintiffs paid the sum of $2,400, to Messrs. Sisson and Delay as alleged and for the purpose alleged in the statement of claim, and he also admitted that on or about Dec 6th 1922, Messrs. Sisson and Delay had in their possession the sum of $2,189.32, but he denied that this was the sum of $2,400 less expenses incurred. This $2,189.32 was the amount remaining on the date mentioned out of the whole of certain subscriptions, after payment thereout by Messrs. Sisson and Delay. The defendant admitted that on October 10, 1922, the plaintiffs demanded repayment of the unexpended balance of the money, but he denied that the plaintiffs could cancel his authority to use the money or any part of it. 0. The money was paid in the following circumstances: In or about June 1922, a circular signed by the defendant was issued to “Shareholders in Malayan Collieries only” setting out various circumstances in connection with the purchase by the Malayan Collieries of certain property situate in Dutch Borneo and known as Goenoeng Besar. This circular invited subscriptions to be sent to Messrs. Sisson and Delay, who were then the defendant’s solicitors, to be used by the defendant in prosecuting an enquiry and if necessary other action to obtain a refund of certain alleged unjustifiable profits made by J. A. Russell and Co., of Kuala Lumpur, in connection with the said purchase. 0. Alleged Unjustifiable profits. 0. This circular contained, inert alia, the following statements: “In order to enable me to take such action as may be deemed best calculated to result in a refund of the unjustifiable profits, and or other relief, shareholders are requested to approve of my acting, as a number of shareholders have already both privately and publicly asked me to act, as their representative, and of my taking such action as I may think fit in the interests of shareholders and of justice; especially to provide for all necessary and contingent expenses by filling up the accompanying Form “E” and sending it immediately to Messrs. Sisson and Delay, Singapore, whom I have appointed to act as my solicitors in this matter, together with a subscription of ten cents for every share held by them. If subscriptions are sufficiently large it is my intention to obtain leading counsel in addition, as it is imminently desirable in view of the very large amount at stake, Any substantial balance of funds remaining after a settlement has been arrived at will be refunded to subscribers, subscriptions in excess of ten cents per share being refunded first.” 0. Here was given a copy of the form to be filled in and signed by shareholders. 0. The plaintiffs, Mr. Peck contended, executed this form ad paid the money on the conditions set out therein and in the circular, and the defendant prosecuted the enquiry and an action, Peck vs. Russell and others, was commenced in the Court of the Judicial Commissioner at Kuala Lumpur. Judgment in this action was delivered in June 1924, in favour of F. C. Peck, the present defendant, and the costs and expenses spent and incurred by the defendant in so prosecuting the enquiry and action were largely in excess of the whole of the amounts received by Messrs. Sisson and Delay in response to the circular and still more of the amount subscribed by the plaintiffs. No settlement in respect of the matters referred to in the circular had yet been arrived at and the judgment was still under appeal to the Court of Appeal in Kuala Lumpur and the defendant, in exercise of his discretion referred to in form “E”, proposed to contest further the action and to incur further costs and expenses. J. A. Russell was a director of the plaintiff company, which, by its Board of Directors had decided to vote against a proposal made by the Malayan Collieries, Ltd. that that Company should pay to defendant his past costs and expenses and should indemnify him against all future costs and expenses properly incurred in connection with the action, and Mr. Peck, in his statement of defence, stated that this action was not bona fide for the purpose of recovering the money alleged to belong to plaintiffs, but was for the purpose of obstructing the defendant in the Peck vs. Russell proceedings. 0. Mr. Peck counter-claimed the sum of $2,089.32. 0. Counsel’s Submissions. 0. In the course of the subsequent argument by counsel, Mr. Williamson, after reading correspondence between his firm, Messrs. Drew and Napier, and Messrs. Sisson and Delay, stated that his firm claimed the money in the hands of Messrs. Sisson and Delay, stated that his firm claimed the money in the hands of Messrs Sisson and Delay, who interpleaded. On that interpleader summons Mr. Peck did not appear. The interpleader was taken out by Messrs. Sisson and Delay and an affidavit was filed by Mr. Mundell which set out the true state of affairs agreed to by Mr. Knowles. An order was made for the amount in the hands of Messrs. Sisson and Delay to be paid into the Court, which was done, and that money had remained in Court since Dec. 1922. By his counterclaim the defendant claimed payment of that amount, and the plaintiffs also claimed it as money received and used by him for their use. His submission was that Mr. Peck, at the most, was in the position of an agent representing the Eastern Mining and Rubber Co., to whom certain money had been paid voluntarily and that defendant’s authority to spend that money could be revoked at any time, and that any money remaining in the hands of the agents on revocation, or free from liability, was recoverable in an action against the agent. 0. For the defence, Mr. Knowles contended that the question involved was not one merely of money paid and received, but of money paid to the defendant for his own use for a specific purpose. Whether Mr. Peck was an agent or not, this was, he submitted, a binding contract between defendant and the plaintiffs. 0. His Lordship dismissed the action with costs, and Mr. Peck succeeded in his counter claim. 0. A fresh application may be made by the defendant with regard to further costs.

The Straits Times, 21 May 1925, Page 10Eastern Mining and Rubber Co. To the Editor of the Straits Times Sir, - Now that the action of the Eastern Mining and Rubber Co., Ltd., against myself has been disposed of, I shall be glad if you will kindly allow me to draw attention to a few facts which your readers may find of interest. The E.M.K. claim for the return of its subscription of $2,400, or the balance unexpended, was first made shortly after Mr. Russell had secured a seat on the E.M.R. board in 1922. This, however, did not ' prevent the continuation of my suit against Mr. Russell; and, as is well known, I ultimately obtained a judgment against him for the equivalent of well over two million dollars. The value of that judgment to the E. M. R. Co. by reason of it’s holding: of 24.000 Malayan Collieries shares, was more than $150,000. Nevertheless, in September last, that is to say, after the judgment had been obtained and while Mr. Russell’s appeal against it was still pending (for it was not withdrawn until February, 1925), the E. M. R. board began the action, which ended yesterday, for the recovery of the balance of S2, 089.32. Also, the E. M. R. board, in October last, sent in their proxy against the proposal of the board of Malayan Collieries, Ltd., that I should be indemnified against all costs in my suit against Mr. Russell. In other words, in spite of the great, value to their shareholders of the judgment, the E. M. R. board did all they could to prevent my having adequate funds at my disposal to enable me to maintain that judgment. —Yours, etc., FREDK C. PECK.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 22 May 1925, Page 16
 LETTERS TO THE EDITOR. THE E. M. AND R. Co. CASE. To the Editor. Sir, Kindly allow me to add a few interesting facts to your account of the action of the Eastern Mining and Rubber Co., Ltd. against myself. The value to the E. M. R. Co. of my judgment against Mr. Russell was, by reason of that company’s holding of 24,000 shares in Malayan collieries Ltd., more than $150,000. Nevertheless, it was after that judgment had been obtained and while Mr. Russell’s appeal against it was still pending, that E.M.R. directors began their action for the recovery of the $2,089.32. It was also while the appeal was pending that they sent in the E.M.R. proxy against the proposal of the board of Malayan Collieries Ltd that I should be indemnified against all costs in my suit against Mr. Russell. In other words, they did all they could to prevent my having adequate funds at my disposal to enable me to maintain that judgment for the benefit, inter alias, of their shareholders. Yours, etc., FREDK. C .PECK.

THE MALAY MAIL, WEDNESDAY, JULY 22ND, 1925. COLLIERIES PROXIES CASE To-day’s Supreme Court Hearing D. P. P.’S APPEAL DISMISSED. The hearing took place today, at the Kuala Lumpur Supreme Court, before Sir Lionel Woodward, Mr. Justice Farrer-Manby, Mr. Justice Watson and Mr. Justice Deane, of the appeal by the Deputy Public Prosecutor against the judgment of Mr. W. J. K. Stark, the Kuala Lumpur police magistrate, in the case brought against Mr. J. A. Russell on May 9. It will be remembered that Mr. Russell was charged with having, in 1922, at meetings of Malayan Collieries, Ltd., used as genuine certain proxies which he knew, or had reason to believe, were forged. In the course of his judgement the magistrate remarked that in the absence of guilty intention he must acquit and discharge the accused. The D. P. P’s ground of appeal was that the magistrate was wrong, both in fact and in law, in holding that it had not been shown what there was intent to defraud on the part of the accused. The Hon’ble Mr. G. S. Carver, with Mr. E. D. Shearn, appeared for Mr. Russell. Four judges sat this morning to hear the appeal—the first time in ten years that their lordships have assembled here in such force. The last occasion when four judges sat was when the Kuala Lumpur Supreme Court was in its old habitat. Mr. Carver said that the respondent was not in court, but if their lordships wished he would send for him. The Chief Justice remarked that Mr. Russell’s presence was unnecessary. The D. P. P. outlined the case and read the charges and the statement put in by Mr. Russell. The Chief Justice inquired whether the charges were confined to what took place at those two meetings, as to Mr. Russell’s intention and the state of his mind when he used the proxies. In reply to Mr. Justice Deane, the D. P. P. said that some of the proxies were in the respondent’s handwriting. Conviction Asked For. The Chief Justice asked the D. P. P. what he was going to ask them to do in the case—whether he was going to ask for a conviction, or to send the case back, or whether he was going to ask for a new trial. Mr. Dinsmore: I am going to ask for a conviction. The D. P. P. said that Mr. Russell made an admission at the beginning of the case, but made no attempt to qualify that statement. On his part, the D. P. P. made the admission that Mr. Russell believed he was entitled to use the proxies in a certain way, but in the manner of using them there was deceit. Mr. Justice Watson: What he did was to conceal the fact that he was owner of the shares? The D. P. P.: Yes. In reply to the Chief Justice, Mr. Dinsmore said that he was relying altogether on the definition of “fraudulent.” He was not concerned with dishonesty. Mr. Dinsmore here read the magistrate’s judgment. The D. P. P. stated that they maintained it was a case of fraud, but if the court was against him and found that there could not be forgery he would not waste the time of the court. After discussion the Chief Justice said: Up to this point the court is certainly against you. D. P. P.: That it does not come within the definition of forgery? —Yes, in view of your admission. The Chief Justice: We have decided to put our reasons in writing. I do not propose to give the whole judgment now. We simply say now that the appeal is dismissed.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 23 May 1925, Page 8
 CHARGE AGAINST MR. RUSSELL. (From Our Own Correspondent). Kuala Lumpur. May 22. The Deputy Public Prosecutor is appealing against the judgment of the Kuala Lumpur magistrate in the case in which M. J. A. Russell was charged with having used certain proxies to fictitious persons at the Malayan Collieries meetings. Collieries Proxies Case. [Articles] The Straits Times, 23 May 1925, Page 8
 Collieries Proxies Case. A representative of the Malay Mail was informed yesterday morning by Mr. W. H. Dinsmore, the Deputy Legal Adviser and Deputy Public Prosecutor, Selangor, that he is appealing against the judgment of the Kuala Lumpur police magistrate in the recent case in which Mr. J. A. Russell was acquitted on charges in connection with the use of certain proxies at meetings of Malayan Collieries, Ltd.

The Straits Times, 23 May 1925, Page 10
 Mr. Peck Points Out Errors. To the Editor of the Straits Times. Sir, Messrs. Pooley and Co.'s letter, while apparently leaving my evidence still in question, appears to suggest that I have cast an unwarranted aspersion on the reliability of the copies of evidence, etc., made by them for use in the Peck- Russell appeal. A reply is therefore necessary. Giving evidence from my original shorthand notes, which were corroborated by the report in the Malay Mail, I testified that Mr. Russell said in the witness box that he " never told " Mr. Henggeler that certain shares were owned by him. This evidence was then questioned because, in what were afterwards admitted to be copies made by Messrs. Pooley and Co. of a copy of the Judge's notes supplied by the Court, Mr. Russell's evidence was given as " I have told " etc. Having my first hand documentary evidence thus questioned by reference to what I knew to be unreliable second or third-hand evidence, I naturally pointed cut that the documents to which counsel referred were not, as described, " Mr. Justice Whitley's notes," but were merely copies prepared in Messrs. Pooley and Co.'s office. I added that what had probably happened was that the word "never" had been mis-read as the word “ have." My evidence, however, continued to be questioned; Mr. Carver even going so far as to suggest that the corroborative Malay Mail report had been supplied, or, as I heard Mr. Russell "correct " him, "edited" by me—a suggestion which is absolutely untrue. On the other hand, I happened to be well aware of the unreliability of the copies referred to, which unreliability Messrs. Pooley and Co. may see for themselves by reference to the, following examples. On the next page to the one in question in Court. i.e. on page 198, the word “March " appears instead of the word " November." On page 200 there are two very obvious errors: (I) "If they have been discussed at a board meeting, but omitted from the minutes." Here, " If they"' should be " It may." (2) “ G.B.B. coal; would have competed seriously with Batu Arang coal, if it had in order in F.M.S. market.” Here, "in order in " should be " invaded the." On page 215 there are as many as four errors, of which I will point out two. The copy reads: " I naturally in comparing or thinking of any other coal property think of it in terms of Companies on with Malayan Collieries. It should be unincumbered, that I have always had a very large financial interest in Malayan Collieries." Here. "Companies on " and " unincumbered " should be "comparison" and "remembered" respectively. These are only a few of the many obvious errors passed by Messrs. Pooley and Co., even if all of them occur in the Court copy from which their copies were taken. But I have and had abundant evidence of errors made in Messrs. Pooley and Co.'s office. The following differences occur within a very few pages in file B1 between copies supplied for the original hearing of my suit and the copies of the same documents supplied by Messrs. Pooley and Co. for the appeal, viz: - Page 36 (1) F.l, 000.000 (2) F.100, 000 Page 37a (1) data (2) date. Page 37b (1) make (2) made. Page 37cc (1) unproven (2) improved. In each case it is the second version that is wrong, that is to say, the ver sion appearing in the same set of copies as that which was appealed to on Monday last for the purpose of questioning my evidence. In conclusion I would like to make it clear that I do not suggest that any of the above-mentioned errors were other than mere clerical misreadings. —Yours, etc., FREDK. C. PECK. Singapore. May 22, 1925. P.S.—I shall be greatly obliged if other papers that have printed Messrs Pooley and Co.’s letter will kindly copy the above.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 25 May 1925, Page 14, The Singapore Free Press and Mercantile Advertiser (1884-1942), 26 May 1925, Page 14, Page 14,The Singapore Free Press and Mercantile Advertiser (1884-1942), 27 May 1925, Page 14 0. Page 14, The Singapore Free Press and Mercantile Advertiser (1884-1942), 28 May 1925, Page 14 , The Singapore Free Press and Mercantile Advertiser (1884-1942), 29 May 1925, Page 14 The Singapore Free Press and Mercantile Advertiser (1884-1942), 30 May 1925, Page 14,The Singapore Free Press and Mercantile Advertiser (1884-1942), 1 June 1925, Page 14, The Singapore Free Press and Mercantile Advertiser (1884-1942), 4 June 1925, Page 14, THE The Singapore Free Press and Mercantile Advertiser (1884-1942), 6 June 1925, Page 14, The Singapore Free Press and Mercantile Advertiser (1884-1942), 9 June 1925, Page 14,The Singapore Free Press and Mercantile Advertiser (1884-1942), 11 June 1925, Page 14,The Singapore Free Press and Mercantile Advertiser (1884-1942), 15 June 1925, Page 14, THE POPULARITY CAMPAIGN. (Started on May 23 by S.F.P. and closed on July 18th, the prizes were cars. The paper said it wanted to find out who were the most popular and energetic people in the colony. In each copy of the paper was a coupon with a certain number of votes and each subscription taken out carried votes. Anyone could join by sending in their name to campaign headquarters.) 0. FIRST LIST OF CHANGES. 0. The following is the state of the poll in our great popularity campaign checked up to 9 a.m. on Saturday morning. The list will be published at regular intervals on this page. 0. Miss. Fisher, Middle East Films Ltd., Orchard Road,.. 8950 (top of list)….Mr..J. A. Russell Kuala Lumpur.. 5050…. F. C Peck, Aldelphi Hotel..5000.

The Straits Times, 30 May 1925, Page 9 MALAYAN COLLIERIES LTD. Secretary's Circular on Peck-Russell Action. Mr. H. D. Brown, secretary to Malayan Collieries, Ltd., has, by order of the board, issued the following circular letter, dated May 28, 1925, to the shareholders of Malayan Collieries, Limited: - Dear Sir or Madam, In sending you the enclosed report of the annual general meeting, being a reprint from the Malay Mail, the accuracy of which however we do not guarantee, it is thought desirable to draw your attention to the following matters: - You will observe that Mr. Peck alleges that 8,000 votes were illegally counted in favour of the resolution passed in October last with regard to the retention of the services of Messrs. J. A. Russell and Co., as managing agents. Mr. Peck scrutinized these proxies at the time of the meeting and made no objection to them to their being admitted and if he had made such objection it would have been over ruled as being incorrect in law. You will remember that the votes to which Mr. Ferrers took objection and which it was agreed were illegally admitted were cast contrary to the wishes of the shareholder to whom the shares belonged. The objection to their admission was therefore founded on substantial grounds. In the case to which Mr. Peck has referred the votes were cast in the manner desired by the shareholders and his objection is based on a mere technicality designed to defeat the holders of the 8,000 shares registering their votes in the manner they desired, which technicality is moreover legally unsound. Certain votes admitted against the resolution were really technically in admissible in that a certain power of attorney had not been registered; but Mr. Ferrers did not raise any objection in regard to these shares. The Malay Mail report shows that Mr.Yap Pow Ching voted against the election of Mr. Ferrers. This is incorrect; he voted in favour of his election and he has written to the Malay Mail directing their attention to the reporter’s error. The references in the speeches of Mr. Peck and Mr. Hopson Walker to the legal proceedings then pending against Mr. Russell related to the charges brought in connection with the use of proxies at two extraordinary meetings of the company in the year 1922. These charges have since been heard and dismissed in court. The time for lodging an appeal has not yet elapsed. It may be of interest, in view of Mr. Peck’s repetition of his allegations to the effect that Mr. Justice Whitley judgment contained a finding of fraud against Mr. Russell, to observe that, it was throughout the recent proceedings admitted that no such finding had been made by Mr. Justice Whitley. Moreover, after a perusal of the judgment it is apparent that Mr. Peck failed in each one of his allegations of fraud and that the issues which raised the question were decided against him. Mr. Peck stated that the transaction in reference to Goenoeng Batoe Besar put through by Mr. Russell was held by Mr. Justice Whitley to be per se of a fraudulent character. It is admitted that the expression re-iterated by Mr. Peck does appear in Mr. Justice Whitley’s judgment towards the end of it after he had decided against all those issues which raised the question of fraud; but it is used as part of Mr. Justice Whitley’s judgment where the learned Judge is dealing with quite another matter, and a reference to the judgment itself clearly shows that the expression does not bear the meaning attached to it by Mr. Peck. There is no question of Mr. Russell having secretly taken anything to which he knew he was not entitled. The shares he got were allotted by the board. There was no suggestion of any conspiracy between Mr. Russell and the board and the true effect of the judgment is that the board in honest mistake of their legal rights purchased the Goenoeng Batoe Besar property from Mr. Russell, and Mr. Russell in honest mistake of his legal rights sold the property to the company, whereas the court having held Mr. Russell to be the company’s agent in the matter of the acquisition of Goenoeng Batoe Besar he was also held to be under obligation to transfer the property at cost.

Malayan Saturday Post, 30 May 1925, Page 13 SPARKLES. By Quiz Being Smiles of the Week. What a disappointment? Mr. Ferrers and the “Straits Times” have settled their little quarrel privately, and we are deprived of a very “meaty” little libel suit which promised lots of fun and much good “copy” for the reporters. However we have, very belatedly, an agreement that “in the interest of all concerned, further litigation in the matter of Malayan Collieries Ltd., should cease.” When one or two small outstanding matters are cleared up, perhaps the company will be able to devote itself to getting coal and earning dividends for its shareholders.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 30 May 1925, Page 1
 TOPICS OF THE WEEK. “In the interest of all concerned, further litigation in the matter of Malayan Collieries Ltd., should cease.” Thus the end of what promised to be a bonne bouche for those not interested in the division of the spoils. The Topicist is astonished at the mutual tail wagging of two such doughty fighters, after the dramatic casting down of the bone between them, but as each is willing to pay for his share of the bone that did not eventuate in a meal, there must be some very good reason, fatigue, or a loose tooth, perhaps, for the abandonment of the treat. As the yacht club man indifferently up in the local vernacular said: “ T’ada anjing.”

• The Straits Times, 27 May 1934, Page 2
 • MAINLY ABOUT MALAYANS By THE WANDERER | • Sir Clement Everett. An advertisement in the local newspapers for the sale of his house in Sherringham, Norfolk, recalls to mind the days when the late Sir Clement Everett used to be one of the lions of the local bar. Sir Clement was a born lawyer. When he first came to Singapore he specialised in criminal work and later appeared at some of the most famous trials in the history of the Settlement. Later, however he turned his attention to maritime cases, one of the principal actions in which he was concerned being the Warimoo vs Laetes case during the War. He also appeared in a number of marine inquiries locally. The writer also recalls how the influence of Sir Clement prevented a cause celebre in the early 1920’s, the coming to trail of which the whole country awaited eagerly. I refer to the libel action filed by the then chairman of Malayan Collieries Ltd., Mr. H. N. Ferrers, against the Straits Times and the then editor of the Straits Times, Mr. A. W. Still. The action arose in connection with a leading article in the Straits Times following a sensational speech by Mr. Ferrers at the annual general meeting of Malayan Collieries in which he mentioned the names of “Peck, Braddell and Still” in connection with the famous Malayan Collieries litigation which was then proceeding. The best counsel available in Singapore were retained by each party, Sir Clement Everett for the Straits Times and Mr. H. Carver for Mr. Ferrers. On the morning of the hearing it was stated that settlement had been arrived at. I learned afterwards that Mr. Still was very keen at the time that the case should go to trial, and that it was only the restraining influence of Sir Clement Everett which enabled a settlement to be arrived at. The public, however, were highly disappointed- they had missed a “ sensation”.

The Straits Times, 4 June 1925, Page 10 MALAYAN COLLIERIES LITIGATION. 0. To the Editor of the Straits Times. 0. Sir, - Again it is being suggested that I have made unwarranted allegations. This time the suggestion appears in the amazing circular issued, by order of the Board, to the shareholders of Malayan Collieries, Ltd., and published in the Straits Times of the 30th ultimo. 0. Instead of replying to my allegations at the time they were made, namely at the annual general meeting on the 8th ultimo, thus giving me an opportunity of rejoinder, the directors deliberately ignored them; and they have now seen fit to take a most unfair advantage of me by using the Company’s funds to send to the shareholders, many or most of whom are out of my immediate reach, an ex parte circular which misrepresents facts and, in effect, casts aspersions on my own veracity and fairness. 0. It is therefore necessary for me again to beg the hospitality of the press for purposes of self- defence and truth. As, however, there is a limit to such hospitality, I earnestly request shareholders and the public seriously to consider, after reading what follows, whether any reliance whatsoever should be placed on any future statements issued by such a Board, even though no reply should appear from me. 0. I cannot even on this occasion expect sufficient space to enable me to deal with all the points raised by the aforesaid circular; and will therefore rely on an exposure of some of its more important misrepresentations to cause your readers to assess its other representations at something like true value. To save space, the following brief quotation from the circular must suffice to indicate the important misrepresentations referred to, namely, “after a perusal of the judgment it is apparent that Mr. Peck failed in each one of his allegations of fraud and that the issues which raised the question were decided against him……The true effect of the judgment is that the Board in honest mistake of their legal rights purchased the Goenoeng Batoe Besar property from Mr. Russell, and Mr. Russell in honest mistake of his legal rights sold the property to the company…” Now the two principal issues in the case were, (1) whether the property was in equity the Company’s and not Messrs. J. A. Russell and Co.’s, and (2) whether I had the right to sue. If either of those two issues had been decided against me, I should have failed to recover the equivalent of well over two million dollars which was awarded and which the company has received. But both were decided in my favour; and in contradiction to the representations made in the circular, an allegation of fraud was raised in connection with issue. (1), as is shown by paragraph 8 of my reply to the defence, which reads “The Plaintiff says that if the first 1st Defendant did as a fact buy on behalf of the 2nd Defendants the said option over the G.B.B. as pleaded in paragraphs 8 and 10 of the defence herein (which the plaintiff does not admit) then such purchase was a breach of duty by the 1st and 2nd Defendants and amounted to a fraud upon the 3rd Defendant and each and every shareholder therein other than the 1st and 2nd Defendants”; and, moreover, this and the other allegations of fraud were primarily made in order to support my right to sue,- issue (2). In fact, this issue (2) almost of necessity raises the question of fraud, as is evident from the following quotation which Mr. Justice Whitley himself made from the Privy- Council judgment in the case of Burland v. Earle, viz- “..The cases in which the minority can maintain such an action are, therefore, confined to those in which acts complained of are of a fraudulent character or beyond the powers of the company…” And it was in dealing with this issue, which was decided in my favour, that Mr. Justice Whitley, specifically referring to the above-mentioned quotation, deliberately stated that the transaction “was per se, no doubt, of a fraudulent character.” A little further on the learned Judge speaks of “ this particular type of fraud”; and later he says, “Granted that a majority may condone a fraud upon the company, granted that in principle they may make a present to a director of his secret profits, even to a very substantial sum, still their powers in this respect must have some limit. There must be a point, difficult no doubt in some cases to determine but none the less existent where, to condone the fraud would be to oppress the minority. That point has, in my opinion, been passed by a long way in this case.” In giving their version of “the true effect of the Judgment,” the Board appear to be relying on a part of the of the Judgment which is purely hypothetical, namely, that part which concludes as follows: “To sum up this part of the case, I find that, assuming the rights evidenced by the options belonged both in law and equity to 2nd defendants, the plaintiff has failed to establish that, in the sale of those rights to the company on the 23rd November there was on the part of the 1st and 2nd defendants either misrepresentation or material non disclosure.” Unfortunately for Mr. Russell, Mr. Justice Whitley definitely found that the rights evidenced by the options did NOT belong in equity to the 2nd defendants. In other words, the finding quoted above amounts to this, namely, that IF, contrary to his actual findings, Mr. Justice Whitley had NOT found, inter alia, (1) that Messrs. J .A. Russell and Co. were the agents of the Company for acquiring options over coal bearing properties; nor found (2) that they “deliberately placed themselves in a position in which their private interests were palpably in conflict with their duty to their principal”; nor found (3) that they, “ being under a special mandate to send a party consisting of the Company’s engineers and labourers and equipped with the Company’s tools to examine Seboekoe, in breach of their duty used their position as Agents to divert that party from its proper objective and caused it to examine and report upon a property over which they themselves held an option to which the exclusion of Seboekoe”; all this being “done at the Company’s sole cost: even the samples of coal which the party brought being “analysed at the Company’s expense,” their conduct in this matter being described as “dishonest, unless they were acting as the Company’s agents”; nor found (4) that “ up to the 23rd November the 2nd Defendants concealed from the Board and from shareholders alike the fact that they themselves were interested in the negotiations which they were conducting in respect of coal properties, and in particular they concealed from the Board that the expedition fitted out for Seboekoe had not been sent to that place”; and that “ even after the sale of the 23rd November the 2nd Defendants continued studiously to conceal the true facts from the shareholders and to pretend that they had acted throughout the transaction merely as the Company’s Agents”; nor, in consequence, found (5) that “ the 2nd defendants, both by their words and conduct, affected to have acted in this transaction as the Company’s Agents, and therefore,” in his opinion, “cannot be heard in a Court of Equity to say that they acquired the options otherwise than as agents”; nor as a further consequence, found (6) “that the 2nd defendants must be deemed to have held the options as trustees for the Company”; -then Mr. Justice Whitley would have actually, instead of only hypothetically, found that on the one day of November 23, 1920, in the actual selling of the rights to the Company, there was not on the part of Mr. Russell or his firm (or, at any rate, I had failed to establish that there was) either misrepresentation or material nondisclosure. I now leave your readers to judge for themselves, in view of Mr. Justice Whitley’s actual findings, which is the more appropriate term to apply to the transaction: “honest mistake” or ‘fraud”. - Yours, etc., FREDK. C. PECK. Singapore, June 2, 1925.

Malayan Saturday Post, 6 June 1925, Page 13
 SPARKLES. Being Smiles of the Week. By "Quiz. The Birthday Parades in Malaya were, of course all “well attended”. The newspapers told us so, and the newspapers never err, except when they say anything about Malayan Collieries. In this instance we must believe them, for most of us weren’t there to see. Now if it had been 5pm instead of 8am! 0. Talking about Collieries- no, one is going to say nothing about Mr. Peck’s omission from that List; surely the company has a very smart publicity agent. The amount of free space it gets in the press is enough to turn a theatrical advance man green with envy. 0. But it gets no more in this column just now. Sub judice, and that sort of thing, you know. I may accept the dictum that the “ law is a hass”, but there is one kind of “contempt” that I prefer not to show forfit.

The Straits Times, 8 June 1925, Page 10 Malayan Collieries Litigation. To the Editor of the Straits Times. Dear Sir, We would crave the hospitality of your columns to give a short reply to Mr. Peck's letter which appeared in your issue of the 4th June. It in not proposed to deal line by line with that letter to show how fallacious the reasoning is. Mr. Peck himself has done that most effectively when he lodged a Cross Appeal against the Judgment of Mr. Justice Whitley. In the notice of that Cross Appeal Mr. Peck alleged that Mr. Justice Whitley was wrong in Law or had gone against the weight of Evidence in finding: — 1. " That the 2nd Defendants commenced to negotiate for the option over Goenoeng Batoe Besar on their own behalf and not on behalf of Malayan Collieries, Ltd., and that they did not subsequently change their intention and fraudulently take the fruit of these negotiation fur themselves." 3. "That the 1st and 2nd Defendants made sufficient disclosure of the circumstances of the transaction wherein they sold their rights in Goenoeng Batoe Besar to the Malayan Collieries, Ltd." 6. "That there with nothing in the immediate circumstances of the sale by the 1st and 2nd Defendants to the Malayan Collieries, Ltd., which was, not fair and above board. 8. “That there was no suggestion that any material information as to the property itself was withheld from Malayan Collieries, Ltd." 9. "That the Plaintiff failed to establish that there was on the part of the 1st or 2nd. Defendants either misrepresentation or material non disclosure." The foregoing are the findings of Mr. Justice Whitley as set out by Mr. Peck himself in his notice of Cross Appeal and we would contrast them with the statements in Mr. Peck’s recent letter. Yours faithfully. Malayan Collieries, Ltd., H. D. BROWN. Secretary. Kuala Lumpur, June 5, 1925

It must be obvious that we cannot keep our columns open to a prolonged and of necessity inconclusive argument on legal points. The circular letter issued by the company clearly entitled Mr. Peck to a reply, and the above letter has the same effect. We have therefore, asked Mr. Peck for his answer, which we print below; and both sides being heard, we close the correspondence.

The Straits Times, 8 June 1925, Page 10 To the Editor of the Straits Times. Sir— The letter dated 5th June signed by the Secretary of Malayan Collieries, Ltd., throws a little more light on the mentality of that Company's present administration. The Board's circular and my reply; thereto specifically dealt with "the true effect of the Judgment " and the question of fraud. Apparently the facts brought out in my reply by reference to the Judgment itself, from which I quoted Mr. Justice Whitley's unqualified and deliberate statement that the transaction' "was per se, no doubt, of a fraudulent character” were so conclusive on the points at issue that those in control of the Company have had perforce to content themselves, by way of rejoinder, with a mere allegation of fallacious reasoning, to support which they appeal to a document which was not prepared by me and which, in any case, falls ludicrously short of substantiating the allegation. For the purposes of my cross appeal it was sufficient to give notice to the parties affected of my intention "upon the hearing of the appeal to contend that the decision of the Court below should be varied." Nothing further is required by the Enactment or it’s Rules A good deal more is required in the case of an original appeal; but even there the grounds of objection are to be set forth " without any argument or narrative." In giving our notice of cross appeal, those passages in the Judgment which, in case Mr, Russell proceeded with his appeal, we intended to contest, were early indicated; and it was quite unnecessary, and, apparently, even against the spirit of the rules, to go further by arguing or narrating that some of those passages were purely hypothetical. The last four of the five "findings" quoted by Mr. Brown are taken from the hypothetical part of the Judgment referred to in my previous letter; while all five, the actual and the hypothetical, are findings on minor issues of such "comparatively small importance that contrary finding in respect of any one or more or all of them would not have resulted in any addition to the amount of relief actually awarded, but would merely have had the effect of accentuating the fraudulent character of the transaction.—Yours. etc., FREDK. C. PECK. Singapore, June 8, 1925.

The Straits Times, 19 June 1925, Page 7
 and Page 14 Advertisements Column 5 [Advertisements] The Straits Times, 23 June 1925, Page 14
 MALAYAN COLLIERIES, LTD. NOTICE OF DECLARATION OF DIVIDEND No. 18 AND CLOSURE OF SHARE REGISTERS. 5% for year ending December 31, 1925. Etc.

The Straits Times, 25 June 1925, Page 10 Vexatious Objections." Impending Action and An Appeal. Impending litigation between Messrs. Tay Lian Teck Tan Wan Liat, Seah Eng Chiang, and Seah Eng Lim, shareholders in the Eastern Mining and Rubber Company, and Dr. William Birnie, Yeo Ban Keng, Tan Chong Kee, and the Eastern Mining and Rubber Company, was mentioned in the Court of appeal yesterday, before Acting Chief Justice (Mr. Justice Sproule), Mr. Justice Brown, and Mr. Justice Deane. 0. Dr William Birnie, Yeo Ban Keng, and the Eastern Mining and Rubber Company appealed against the decision of Mr. Justice Barrett-Lennard in an application made by them regarding the amended statement of claim filed by plaintiffs in the action. 0. Mr. A. V. L. Davies for the appellants, said the plaintiffs in the action alleged fraud against the first six defendants, and he contended that the trial judge should have ordered struck out all reference in the amended statement of the claim to Mr. Tan Way An, Mr. J. A. Russell, and Mr. Tan Chong Chew. The ground of his objection to references to these gentlemen was that the proceedings against them had been discontinued. 0. The Acting Chief Justice dismissed the appeal without calling on Mr. John Laycock for the respondents. His Lordship recalled that the trail judge held these objections to the statement of claim to be ill-considered and vexatious, and to put him in the position of a pedantic school master. The first objection was that there still remained in the pleadings a description of Mr. Tan Way An, Mr. J. A. Russell, and Mr. Tan Chong Chew as defendants. That was no longer a correct description, and it should be altered within a reasonable period, but it was unnecessary to use the solemn machinery of the appeal court to bring about a direction as to that point. 0. The second charge sought to be effected was that these three persons should not be referred to at all in the pleadings. It was only by a total misunderstanding of the purport of the trail judge’s order that such an application had been made, His Lordship remarked. The trail judge never ordered that these three persons were not to be mentioned, and there was no disobedience to his order in the reference to them having been conspirators in getting a secret and unlawful profit from the company of which they were directors. 0. The third objection taken by the appellants was that to mention these persons as conspirators when they were no longer defendants was scandalous. The answer to that, His Lordship said, was that it was still alleged in the pleadings that they were conspirators. The whole of the connected story that plaintiffs had to bring forward was that not only the remaining defendants, but those who had since been discharged were involved in the conspiracy, even though they had made restitution in the end. 0. The trail judge said that these objects were vexatious and ill-considered, his Lordship said in conclusion. He would not go so far as that, but he thought this application was lacking in understanding and it certainly was unjustified on a number of grounds. The attitude of trying to defend the interests of Mr. Tan Way An, Mr. J. A. Russell, and Mr. Tan Chong Chew- gentlemen perfectly capable of looking after themselves- was one he could not admire. His Lordship thought it was an unnecessary appeal, and ill-considered, and should be dismissed with costs. 0. Mr. Laycock applied that the costs should be paid by the defendants, Dr. Birnie and Mr. Yeo Ban Keng. 0. Mr. Davies remarked that Dr. Birnie was out of the jurisdiction. 0. Mr. Laycock replied that Dr. Birnie probably had property within the jurisdiction of the court, or he would not be a director of the company. 0. The application was granted Mr. Davies consenting.

The Straits Times 26 June 1925 Page 9 COLLERIES PROXIES CASE FOOC KL June 26 With reference to the Malayan Collieries’ proxy case in which Mr. J. A. Russell was charged with using as genuine seven alleged forged proxies, an application was down for hearing today before Mr Justice Farrer-Manby in which the D.P.P. seeks to have an appeal against the decision of Mr. W.J.K. Stark, the Magistrate, acquitting and discharging the accused transferred to hearing before the full Court of Appeal. It is understood that Counsel for the accused consents to the application.

The Straits Times, 27 June 1925, Page 9 Collieries Proxies Case. Mr. Dinsmore, the D.P.P. made an application, as stated in our telegram from Kuala Lumpur yesterday, before Mr. Justice Farrer-Manby, at the Kuala Lumpur Supreme Court, to direct the criminal appeal lodged by him against the recent judgment of the Kuala Lumpur police magistrate in favour of Mr. J. A. Russell, on charges relating to the use of certain proxies at meetings of Malayan Collieries Ltd. The Malay Mail reports the proceedings as follows: - Mr. Dinsmore: My Lords, by agreement with learned counsel for the defence, I apply under section 55 of the Court Enactment that this case be reserved for the Court of Appeal. The question involved is one of law, but it is of considerable importance from a commercial point of view. Mr. Shearn: I understand that the D.P.P. makes this application on the ground that it is a difficult point of law. I do not oppose it. His Lordship remarked that they had not many such applications. During his ten years’ experience he had only sent one matter to the Full Court of Appeal, and that was a case regarding tinned food. There was another matter which had already gone to Full Court. His Lordship allowed the application. The Full Court of Appeal meets in Kuala Lumpur on July 21.

Malayan Saturday Post, 18 July 1925, Page 14 MALAYAN MATCHES. A recent visit to the Factory at Batu Arang where the Malayan Matches are produced proved of such interest to us that we feel sure that our readers will welcome something about a young and we feel sure growing Malayan industry. So far as we have been able to find out the references to this enterprise are few and far between, and in fact the only reference that we have been able to find is in a book called comprehensively Malaya where under the chapter entitled “Industries” we read the following: - “ Hitherto the Malay states have depended on other countries for MATCHES, but a plant for their manufacture is being erected. It is proposed to use wood from suitable local trees. In 1920 the value of matches imported was nearly $700,000.” 0. The last sentence which have italicized, seems to us very important, and if this money can be kept in the country instead of going outside it will be a good thing for Malaya. 0. The history of the manufacture and the invention of matches is a long one, and it is interesting to those who are likely to think about the subject which affects us all daily. We can scarcely consider now what we should do without those small useful pieces of stick which most of us carry about in our pocket, and yet it is not until the close of the eighteenth century that close study of the possibilities of thus producing artificial fire was perfected and understood. Until then our forefathers had had to be content with flint and steel with tinder box and sulphur tipped splints of wood, “ spunks” or matches as these were called. We will quote an authority on the subject. “The sparks struck off by the percussion of flint and steel were made to fall among the tinder, which consisted of carbonized fragments of cotton and linen, the entire mass of the tinder was set a glow, developing sufficient heat to ignite the sulphur with which the matches were tipped, and hereby the matches themselves were set on fire.” 0. In 1805 chemical action was tried and small bottle containing asbestos saturated with strong sulphuric acid was used with matches again tipped with sulphur. Contact produced a flame. This was a clumsy and dangerous expedient, and it was not until 1827 that the first really practical friction matches were made. These were sold in boxes which contained 84 and cost one shilling. We van see how prices have dropped at any rate in this one particular commodity since then! 0. These matches had supplied with them a piece of folded glass paper, “ the folds of which were to be tightly pressed together, while the match was drawn between them.” Our present day phosphorus friction matches were produced in 1833. The manufacture of matches used to be a very dangerous trade, and the sulphur caused many diseases among the workers. Since those early days, however, new inventions have eliminated the danger to the workers and the so called “ safety matches” are not only safe for the user, but also for the worker in the factory. 0. In the factory which we were privileged to see can be seen all the latest machines which modern science has invented. It would need a very much longer article than we have space for to detail half the wonders that can be seen in only a small factory, but it is necessary perhaps to indicate some of the main necessities. When we buy an ordinary packet of matches in a shop we hardly realize the care and trouble that has gone into its manufacture, and if could only bring a little more imagination to bear on this subject we might find life itself a more interesting affair. There are four distinct sets of operations necessary in the manufacture of matches. First of all there is the preparation of the splints, the matches themselves. Next there is the dipping of these matches with the solution which when struck will produce a flame. Then there is the whole art of box-making; and finally the filling of the matches into boxes and the wrapping of boxes in bundles. All these processes can be clearly seen at Batu Arang, and very interesting are all the machines which do the work and the workers who tend them. 0. On entering the factory we see first all the wood which is going to be cut into lengths and thus form the match boxes. An ingenious machine cuts the wood and at the same time dents it so that it will easily fold into he required shape of the outside of the box. In addition the machine also gives off a long strip of wood which is to form the side of the box. We next see an ingenious machine making boxes- but not lids. Blue paper is fed into this machine and receives a coat of glue in the process. The long narrow strip of wood which is to form the side of the match box is then pressed against the square bottom of the box, the glued paper is turned round the whole and overlaps at the bottom, and out of the machine is thrown the completed box. The box is now complete and is sent into a machine which dries it, and then it is stacked in a tray and waits for its load of matches. After this it enters another machine where it receives its lid, and thereafter it is a completed box and merely waits its wrapper to convert it into a packet. 0. Meanwhile the splints or matches themselves. Again we have been able to see an ingenious machine which is cutting off strips of wood into matches faster than one can think. These are fed into a basket, but all around the floor and elsewhere are showers of match sticks, and in this department at any rate it seemed to us there was great waste. The basket seemed to us a very primitive method of catching the match sticks, and there seemed no need for this excessive waste. Next the matches must be sorted out, and then they are put into a machine which will dip them in a chocolaty solution which we saw a man stirring in another room, and which made us feel quite hungry and think we had got to Mr. Cadbury’s at Bourneville and were not in Malaya at all! The matches having been dipped are then sorted out, and finally boxed, and last of all we see the completed box in one of the most ingenious machines of all. Here boxes of matches are made into bundles, paper is wrapped round them, and the competed packet is thrown out of the machine, to the wonder of the beholder. This is the merest glimpse of a most fascinating factory, and we hope that it will achieve great prosperity in the years to come. 0. We hesitate to make suggestions, but we should certainly like to know that the elimination of waste had been brought to a fine art- and we should like to see more advertising by those responsible for these matches. Our experience is admittedly very limited, but we have travelled fairly extensively throughout Malaya and very few advertisements have we seen of these matches. No big trade will ever be done either in this country or elsewhere without advertising. And unless people know about your goods you cannot get that criticism which is going to improve their quality. There is no reason why Malaya should import a single match stick- and that $700,000 rather sticks in our throats. It is sending money out of the country which might well stay here. We have adequate timber, and now the machines are installed there is nothing to prevent the concern being one which is really profitable. We thank the proprietors for their courtesy in letting us see their interesting exhibits.

The Straits Times, 20 July 1925, Page 9F.M.S. COURT OF APPEAL. (From Our Own Correspondent.) Kuala Lumpur, July 20. The full Court of Appeal assembled here this morning. Mr. Justice Farrer- Manby presided, supported by Mr. Justice Watson and Mr. Justice Deane. …the Malayan Collieries proxies appeal on Wednesday.

The Straits Times, 21 July 1925, Page 10 Collieries Proxies Case. The full Court of Appeal met at the Kuala Lumpur Supreme Court yesterday, and among the cases of interest is the Deputy Public Prosecutor's appeal against the judgment of Mr. W. J. K. Stark, police magistrate, Kuala Lumpur, in the Malayan Collieries Proxies case. This appeal will be taken tomorrow…..

The Straits Times, 22 July 1925, Page 8
. On Other Pages. Malayan Collieries Appeal. Page 9.

The Straits Times, 22 July 1925, Page 9, COLLIERIES PROXIES APPEAL. (From Our Own Correspondent.) Kuala Lumpur, July 22. The Court of Appeal has dismissed the Malayan Collieries proxies appeal.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 23 July 1925, Page 6MALAYAN COLLIERIES PROXY CASE. (From Our Own Correspondent.) Kuala Lumpur, July 22. The appeal in the case of the proxies for the Malayan Collieries, a sequel to the Peck vs. Russell case, was dismissed this morning. Four Judges sat and the Court found that the case did not come within the definition of forgery.

THE MALAY MAIL, THURSDAY, JULY 23RD , 1925. COLLIERIES PROXIES CASE Dismissal of D. P. P.’s Appeal SUPREME COURT HEARING As already briefly reported, the Chief Justice (Sir Lionel Woodward). Mr. Justice Farrer-Manby, Mr. Justice Watson, and Mr. Justice Deane, sat yesterday at the Kuala Lumpur Supreme Court, to hear the appeal of the D. P. P. against the judgment of the Kuala Lumpur police magistrate in the case brought on May 9, against Mr. J. A. Russell in connection with certain proxies used by him at meetings held in 1922, of Malayan Collieries, Ltd. The Hon’ble Mr. G. S. Carver, with Mr. E. D. Shearn, appeared for the respondent. Mr. Dinsmore, the D. P. P., read the charges framed in the police court against Mr. Russell, and added that the seven proxies referred to were in fictitious names and were used at both the meetings mentioned in the charges. The Chief Justice: The charge is confined to what took place at these two meetings. You are not going outside that—as to what was his intention and what was the state of his mind at these two meetings, when he used these proxies? Mutual Admissions. The D. P. P.: Mr. Russell may have believed himself entitled to use those documents. Mr. Carver here asked that the D. P. P. should read the correspondence on the matter. The Chief Justice: I think you said you were going outside? The D. P. P.: There was certain secrecy going on for some time. The Chief Justice: That would be evidence as to the state of his mind? The D. P. P.: He has admitted that these proxies were in fictitious names. Mr. Justice Deane: Who were the proxies signed by? The D. P. P.: Part of the proxies were in the respondent’s name, and he gave them to a Chinese to get them signed. He admits that they were in fictitious names. Continuing, Mr. Dinsmore said: The accused started with an admission. The admission is exhibit ‘A’. Here the D. P. P. read the following statement made in the police court by Mr. Russell in answer to the charge: I admit that I used the seven proxies in question for voting at the meetings of Malayan Collieries, Ltd., on Aug. 16 and Nov. 21, 1922. The shares represented by the proxies all in fact belonged to me at the time I used the proxies, and such shares stood in fictitious names. I considered, and still consider, that as the shares belonged to me, so did the voting rights in respect of the shares, and that I was fully justified in fact and in law in using those proxies, although at the time I knew that they were subscribed in the fictitious names in which the shares stood. The Allegation of Deceit. That, said the D. P. P., was Mr. Russell’s admission at the beginning of the case, and in the whole proceedings he made no attempt to qualify that statement. On his (the D. P. P.’s) part, he made the admission that Mr. Russell thought he believed he was entitled to use the proxies in a certain way, but in the method of using them there was deceit. In using these proxies, Mr. Russell deliberately concealed the fact that they were his. He deceived the chairman and the shareholders at both meetings. Mr. Dinsmore added that his admission in the court below was not fully recorded. The admission he made was that Mr. Russell imagined that he was entitled to use the proxies, but in the manner of using them, he contended that there was deliberate deceit. Mr. Justice Watson: What he did was to conceal the fact that he was owner of the shares? The D. P. P.: Yes. In answer to the Chief Justice, the D. P. P. remarked that he have nothing to do with dishonesty. He was relying altogether on the interpretation of the word “fraudulent”. The case was heard at length, he continued, and the magistrate gave his decision on May 19. Mr. Dinsmore then proceeded to read the judgment. The Chief Justice: What are you going to ask us to do in this case? Are you going to ask us to convict, or to send the case back, or are you going to ask for a new trial? The D. P. P.: I am going to ask for a conviction. The Chief Justice: Do you say that we could convict after inadmissible evidence has been recorded? The D. P. P.: The object of putting that in (Mr. Justice Whitley’s judgment) was to support the admission I made at the beginning. Some discussion arose as to how the judgment of Mr. Justice Whitley was put in. The D. P. P. said that the defence wanted the judgment put in. The Chief Justice: You spoke of a written document and they wanted the judgment in. It seems to me that the prosecution is ?reasonable (sic) for getting this document in. Mr. Dinsmore stated that the judgment did not prejudice the accused at all. Mr. Justice Farrer-Manby: It prejudiced the magistrate in his favour? Mr. Justice Watson: There is no ground on which you can come here and ask us to convict. Mr. Justice Deane: Having put the judgment in, you come and ask us to convict this man because the evidence which was prejudicial to him should not have been put in? Prejudicial Evidence. The D. P. P. said that before the appeal was dismissed it should be shown that the evidence put in was prejudicial. It should be shown that the judgment was prejudicial to the respondent. Mr. Justice Deane: If the defendant had come here and asked us to reject the evidence, it would be a different position. You are the prosecutor. You failed to get a verdict on this particular document, and now you want us to set aside the magistrate’s verdict. The position of a prosecutor is always more difficult that that of a defender. The D. P. P.: I put this evidence solely in fairness to the accused. It was entirely to keep out all bias against the accused. That was solely my idea. I did not want to prejudice him in any way. Mr. Dinsmore then began to read the evidence of Mr. Henggeler. The Chief Justice, interrupting the D. P. P., asked whether the fraud he alleged was deceiving the chairman by using proxies which he was not legally entitled to use? The only thing left, he said, was the question of deceiving the chairman and the shareholders. He wanted to know whether deceiving ?that (sic) was sufficient to constitute fraud within the meaning of the code. The D. P. P.: I say again that the use of these proxies might have caused a great loss to the company. What he (Mr. Russell) did was that he intended to use his voting power—he might have thought he was entitled to use that voting power—to stop the case, and to get that voting power by using these false documents. The D. P. P. added that even if Mr. Russell had had the right—which he had not—to use these proxies for voting, he had deliberately concealed the fact that they were in fictitious names. Mr. Justice Watson: If he thought he was right in doing so, where is the intention to defraud? You have to establish two elements to prove fraud. The D. P. P.: I submit that both elements are present. There are the false documents, and they were used to acquire voting power. (To be Continued.) ( NB rest of report not seen)

The Straits Times, 23 July 1925, Page 8 On Other Pages Collieries proxies case page 9

The Straits Times, 23 July 1925, Page 9 Collieries Proxies Case. Four Judges Unanimous In Dismissing Appeal. (From Our Own Correspondent.) 0. Kuala Lumpur, July 23. 0. Without calling upon Mr. G. S. Carver for the defence, the Full Court of Appeal, consisting of Sir Lionel Woodward, Mr. Justice Farrer Manby, Mr. Justice Watson and Mr. Justice Deane, was unanimous in its decision to dismiss the appeal brought by the Deputy Public Prosecutor against the decision of Mr. W. K. J. Stark, Police Magistrate, Kuala Lumpur, in the case in which Mr. John Archibald Russell was charged with using as genuine certain forged documents, viz., seven proxies to vote for himself at two meetings of Malayan Collieries in 1922. 0. In the police court, the magistrate held that there was no guilty intention on the part of Mr. Russell in using the proxies and he was acquitted and discharged. 0. Mr. Dinsmore opened the argument by reading the charges framed against Mr. Russell in the police court. 0. The Chief Justice: The charge is confined to what took place at these two meetings. I take it that you are not going outside that. What, therefore was his intention and the state of his mind at these two meetings when he used these proxies? 0. The D.P.P: Mr. Russell may have believed himself entitled to use these documents. 0. Mr. Carver: I should like my friend to read the correspondence on the matter. 0. The Chief Justice: I think you said you were not going outside these two meetings. 0. The D.P.P: There was certain secrecy going on for some time. 0. The Chief Justice: That would be evidence as to the state of mind! 0. Mr. Dinsmore proceeded to read the statement made in the police court by Mr. Russell and which read as follows: - 0. “ I admit that I used the seven proxies in question for voting at meetings of Malayan Collieries, Ltd., in 1922. The shares represented by the proxies all in fact belonged to me at the time I used the proxies and such shares stood in fictitious names. I considered and still consider that the shares belonged to me so did the voting rights in respect of the shares and that I was fully justified in fact and in law in using those proxies although at the time I knew they were subscribed in fictitious names in which the shares stood” 0. Proceeding, the D.P.P. said that this admission was made at the beginning of the case and in the whole proceedings he made no attempt to qualify that statement. For his part he made the admission that Mr. Russell thought he was entitled to use these proxies in a certain way, but in the method of using them there was deceit. Further in using these proxies, Mr. Russell had deliberately concealed the fact that they were his and deceived the chairman and shareholders at both meetings. 0. The Chief Justice: What are you asking us to do? Are you asking us to convict or to send the case back, or are you asking for a new trial? 0. Mr. Dinsmore said that he was asking for a conviction. 0. There was a considerable argument as to whether the judgment of Mr. Justice Whitley, which had been put in as an exhibit at the trial, was admissible evidence and it was decided that it was inadmissible. 0. The Chief Justice: Then we have to decide whether we can convict after inadmissible evidence has been put in. 0. The D.P.P: If it has any effect, my lord. The object of my putting the judgment in was to support the admission I made at the beginning. 0. The Chief Justice: You spoke of a written document and they said “let us have the whole thing in”. 0. Mr. Dinsmore: They wanted it in. 0. The Chief Justice: Yes, but you started it. 0. Mr. Justice Farrer Manby: The magistrate found it was in his favour. 0. After further argument, the D.P.P. said that before a case could be set aside on the ground of wrong evidence it had to be shown that the evidence was prejudicial. 0. Chief Justice: You say we must disregard this evidence because it is not prejudicial? 0. D.P.P.: Yes, my lord. 0. Chief Justice: And now you are going to show that there is evidence which justifies a conviction? 0. D.P.P.: Yes. 0. The D.P.P. then went on to read Mr. Henggeler’s evidence in full. 0. The Chief Justice: Can you show us that mere deceit is sufficient to constitute fraud because if you cannot you must lose your case. 0. The D.P.P.: I have read through Gow very carefully and I gather that mere deceit is not sufficient. 0. The Chief Justice: Isn’t that what it comes to? 0. The D.P.P.: I say that the use of these proxies was deceitful and might have caused a great deal of loss to shareholders. 0. Mr. Justice Farrar Manby: It tends to expose some person to a risk of possible injury? 0. The D.P.P.: Yes, that is what I say. In the first place Mr. Russell intended to use the voting powers. He may have thought he was entitled to vote, but he intended to use the voting power to stop the suit and he got that voting power by using a false document. 0. After further argument, the Chief Justice said that it seemed to him the D.P.P. had made a large concession because as the register stood Mr. Russell was not entitled to vote in respect of those shares although he might have thought he was. The D.P.P. had said that as the register stood be bona fide believed he was entitled to vote. “It seems to me you have cut the ground from under your feet,” added His Lordship. 0. Mr. Justice Deane: By your admission you have completely spoiled your case. 0. The D.P.P: Even if he was entitled if he tries to establish his right by a false document that is forgery. 0. Mr. Justice Farrar Manby: He believed he can vote with these shares, but he used a false document which could cause a possible injury. 0. The D.P.P.: He could have done it openly, but he did not. 0. After further argument Their Lordships decided to dismiss the appeal without calling upon Mr. Carver.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 3 August 1925, Page 8 and Fire at Malayan Collieries. [Articles] The Straits Times, 3 August 1925, Page 9 Fire at Malayan Collieries. Mr. J. Barr, general manager, Malayan Collieries, Ltd., has informed the Malay Mail that a fire has occurred on the company’s property at Batu Arang, several kedais being burned out. The mine was in no way affected, the only mine building involved was a small shed.

The Straits Times, 19 August 1925, Page 9
 Death of Mr. M. J. Upcott. Well-known Member Of Singapore Bar. 0. We much regret to record the death of Mr. M. J. Upcott, senior partner in the legal firm of Messrs. Drew and Napier, which is announced in a cable received from home. The late Mr. Upcott, who was only about forty –five years of age…. “His appearances in court were usually concerned with questions of law, and he conducted the legal side of the defence in the Malayan Collieries litigation at Kuala Lumpur”… Appreciation by some of his friends… etc,) (594 words)

The Straits Times, 27 August 1925, Page 8 SOCIAL AND PERSONAL. Lady Maxwell has come to Singapore for a few days. Mr. J. A. Russell, of Kuala Lumpur, is leaving for home on Friday. …… The Singapore Free Press and Mercantile Advertiser (1884-1942), 31 August 1925, Page 2 Mr. J. A. Russell is leaving for Home on Friday. - MM

The Straits Times, 2 September 1925, Page 9 Bogus Name Proxies. Written Judgment in Russell Case. (Report as below)

THE MALAY MAIL, SEPTEMBER 3RD, 1925. COLLIERIES PROXIES CASE Failure of D. P. P.’s Appeal WRITTEN JUDGMENTS The written judgments, dismissing the appeal in the Supreme Court, Kuala Lumpur, of the D. P. P., against the decision of the Kuala Lumpur police magistrate, acquitting Mr. J. A. Russell on charges arising out of the use of certain proxies at meetings of Malayan Collieries, Ltd., have now been issued. The Chief Justice (Sir Lionel Woodward) says: The respondent was charged before the magistrate under sections 465 and 471 of the Penal Code with fraudulently using as genuine certain forged documents on two separate occasions, at a general meeting of the Malayan Collieries held on Aug. 16, 1922, and at another meeting of the same company held on Nov. 21, 1922. The alleged forged documents were seven proxies purporting to authorise the respondent to vote at the meetings on behalf of the signatories. The names of the signatories were registered as shareholders in the company’s register but they were in fact fictitious persons, and the shares actually belonged to the respondent. The trial resulted in his acquittal. The D. P. P. on appeal asks us to change the acquittal into a conviction, or to order a new trial. At the hearing of the case the judgment of Whitley J., in the civil action Peck v. Russell and others, was put in and marked Exhibit L. We are told that this was done because one of the witnesses, in answer to questions put to him by the D. P. P., made certain statements relating to the judgment, relying on his memory, and counsel for the accused wished to have the whole judgment put in to speak for itself. So far as this case is concerned the judgment was evidence in favour of the respondent, and we accept the statement of the D. P. P. that he allowed it to be put in in fairness to him. Still, we think that it was inadmissible in the criminal proceedings. Magistrate’s Decision Influenced It is clear from the magistrate’s grounds for his decision that he was influenced by it. He says that if Mr. Justice Whitley had been convinced that the offence of forgery had been committed he would, he thinks, have directed that the whole file of the Civil Suit be passed to the Public Prosecutor for action. In the circumstances we think that it would have been difficult for this court to order the respondent to be convicted, seeing that the judgment, though inadmissible, was put in with the consent of the D. P. P., and the magistrate was influenced by it in deciding to acquit. But there is another reason why we think this appeal cannot succeed. The D. P. P. before this court has laid stress upon the fact that in the charge the word “fraudulently” is used, not the word “dishonestly.” By section 23 of the Penal Code a person is said to do a thing fraudulently if he does that thing with intent to defraud, but not otherwise. The D. P. P. claims to bring respondent’s action within the definition of “defraud” suggested by Sir James Stephen (see Gaur I. P. C. 2nd edition page 252), that is deceit or secrecy plus actual injury or possible injury, or intent to expose to possible injury. At the first meeting of Aug. 16, 1922, there was deceit and secrecy—had the chairman known the true facts he would not have accepted the proxies—but there was not fraud within his definition because the votes were merely used to vote in favour of a resolution by which the matter in dispute was to go to referees for enquiry and report, instead of to the court. At the second meeting, of Nov. 21, the votes were used in favour of a resolution the object of which was to keep the company from appearing as plaintiff in Mr. Peck’s action, which was then going on. Both here and in the court below the D. P. P. has made the admission that the respondent had an honest belief that he had the right to vote, and that, being so, his conduct in voting as he did, cannot be considered fraudulent. It is only surmise that he thought that Mr. Peck would not be able to continue his action without the company’s help. If the D. P. P. had contended that by deceiving the chairman and the shareholders the respondent intended to obtain the voting power to which he knew he was not legally entitled, we think that a prima facie case would have been made out for him to answer. The contention would have been a reasonable one, in view of the fact that respondent had been chairman of the directors since the inception of the company in 1913, and might well have been expected to know that proxies in the names of fictitious persons gave him no power to vote in respect of the shares standing in such names. But in view of the admission, even assuming that the proxies were false documents within the meaning of section 464, we think that all that can be alleged against the respondent is that he used the documents to deceive the chairman and shareholders, and so gain for himself the voting power which he honestly believed he was entitled to exercise. The further ingredient of fraud, contained in the definition above referred to was therefore lacking. We think that this appeal must be dismissed. Mr. Justice Deane’s View. Mr. Justice Deane said: Agreeing with the conclusions of the learned Chief Justice, I desire to emphasise what I consider the unreasonableness of the request made by the learned D. P. P. to this court that it should reverse the decision of the magistrate. The fact that the decision was founded on inadmissible evidence is no reason for setting it aside when there has been a refusal to convict, unless such evidence has been admitted against the wish of the prosecution. In this case, the inadmissible evidence, a great mass of it, was tendered and admitted at the suggestion of the complainant, and I know of no reason why he should be allowed a second chance to make out a case against the defendant, having failed to do so the first time through his own fault. Even is we eliminate the inadmissible evidence, however, the charge of using as genuine forged documents presents itself to me in the following light. The D. P. P. admits that the defendant honestly thought he had a right to use the votes attaching to the shares although they were in fictitious names. Once admit that and I cannot myself see how it can be a forgery in him to sign the fictitious names. Certainly the only was to use the votes was by signing the proxies in the fictitious names, and the admission seems to me necessarily to cover that act and make it a harmless act. It is said that it was a secret act inasmuch as the directors did not know the names were fictitious, but if the defendant honestly believed he had the right to use the votes all reasons for secrecy, qua the act of voting, disappear, and one can hardly suppose that if challenged he would not at once have admitted to the directors, “Yes they are my shares, I have signed the proxies in the names in which they stand in order to vote.” The secrecy, in fact, was not used for the purpose of deceiving the directors in this particular act of voting, about which the defendant admittedly had nothing to hide, but was continued solely for the purpose for which it had been used when the votes were first put in the fictitious names. I do not think, therefore, that the affixing of fictitious names to the proxies was done fraudulently, that is secretly and with intent to gain an unfair advantage, and they are therefore not forgeries. The admission made by the D. P. P. seems to me a large one, in view of the defendant’s position as chairman of a company, but he stated that he was instructed to make it, and the court can therefore only take note of, and give effect to it. The appeal should be dismissed.

The Straits Times, 8 September 1925, Page 3 MALAYAN MATCHES, LIMITED Company's Progress During Past Year. 0. The report of the directors of Malayan Matches, Ltd. for the fifth financial year of the company ended March 31, 1925 states: - 0. Your directors regret they still have to record a loss, but it will be observed from the accounts that that the company’s revenue for the year showed considerable expansion and was more than sufficient to meet actual expenditure. The provision of $34,495.77 for depreciation has, however, resulted in the loss of $26,076.22 being shown for the twelve months. The results, though the best so far recorded in the company’s history, cannot be regarded as other than disappointing. 0. Share capital. - This remains unaltered. The scheme of reorganisation referred to last year, by which it was hoped to relieve the company of debt, to write off its previous losses and to place the company on a dividend paying basis, was duly submitted to all shareholders. Out of some 600 shareholders only 12 members responded (all supporting the scheme) applying for only 2,865 shares. The response was totally inadequate to carry out the scheme in view, and consequently subscriptions were returned and the scheme reluctantly abandoned. The Company therefore still remaining heavily in debt with, it is feared, little possibility of both discharging its indebtedness and paying a return on its capital as at present constituted. 0. Debentures. - The debenture issue of $75,000 fell due for redemption on June 30 last, but no action by the debenture holders has yet been taken. Without radical reconstruction of the company, there seems to be small probability of it’s being able voluntarily to meet this obligation in the near future. 0. Production and Sales. 0. During the year 158,508 gross boxes were produced, showing an improvement on the corresponding figure for the previous year. 0. For the most part throughout the year the demand for the company's product was satisfactory; indeed during the first half of the year demand was so greatly in excess of production that the booking of orders was suspended for several months while the arrears of deliveries were dealt with. Towards the end of the financial year the booking of orders was resumed, but it was unfortunately found that several dealers had in the meantime made other arrangements for their supply, with the results that some difficulty in disposing of the entire factory output has since been encountered. 0. Machinery and Plant. - The plant was maintained in running order, while additions within the capacity of the company’s financial resources were also made with a view to improving the output. 0. Fire Insurance. - owing to the rate of premium demanded by insurance companies, the companies property remained, and still remains, uninsured against fire; but as in the past a liberal supply of chemical fire extinguishers have been kept in readiness for emergencies. 0. It is regretted, however, that the manager’s bungalow, situated some distance from the factory, was destroyed by fire involving the total loss of its contents. The origin of the fire remains a mystery, Mr. Mudispacher being strongly of the opinion that its cause was not accidental. 0. Jelutong. - During the year 74,000 lbs. of refined Getah Jelotong was produced and sold at profit. 0. Staff. - Mr. Mudispacher remained in sole charge of the factory during the year, and the Board desire to place on record their appreciation of his services. 0. Directors. 0. Mr. J. A. Russell, Mr. James Davidson and Major H. Gogh held the office throughout the year but owing to pressure of work the last named gentleman has since tendered his resignation. The two remaining directors are willing to continue to officiate, but would welcome the nomination of another shareholder of suitable commercial experience who would be willing to assist the present Board. No director’s fees have been paid in the past. 0. Failing the election of other directors, the two remaining directors automatically remain in office, but it will be necessary for the meeting to pass the following resolution to enable them to conduct the affairs of the company. 0. Resolved. - that in accordance with Article No. 91 of the company’s memorandum and articles of association, the number of directors holding office having been reduced to two, such two directors are hereby authorized to conduct the affairs of the company with the same powers as if three or more directors remained in office. 0. Messrs. Evatt and Co. retire: but being eligible offer themselves for re- election.

The Straits Times, 17 September 1925, Page 10 and The Malay Mail September 18, 1925, page 9. Malayan Matches. 0. Headline: S.T. Managing Agents Financing The Company, Headline: M.M.: Financed by Managing Agents. Wanted: A Miracle. 0. (From Our Own Correspondent.) 0. Kuala Lumpur, September 16. 0. The annual general meeting of Malayan Matches, Ltd., was held to-day at the company offices, Hongkong and Shanghai Bank Building. 0. In the absence of the chairman, Mr. J. A. Russell, Mr. James Davidson presided and the others present were Mr. H. H. Robbins, (director) W.D. Simons, formerly engineer at the company’s factory, P.N Nair, and A. Fernandez (shareholders) two members of the clerical staff of Messrs. J. A. Russell and Co. and Mr. H. D. Brown, representing the secretaries, J. A. Russell and Co. 0. The Chairman said that Mr. J. A. Russell, who had had to leave for England quite suddenly on medical advice, had before leaving sent him a speech to read at that meeting. He proceeded to read the speech which was as follow: -Gentlemen. - 0. The report and accounts have been in your hands for the prescribed period and with your permission I will take them as read. It is greatly to be regretted that a further loss falls to be recorded, the amount being $26,076.22 .This loss is due to depreciation, which item also absorbed $8,419.55, that sum being the profit which was made by the Company on its working during the year. Included in the cost of production is the debenture interest paid during the twelve months amounting to $6,750. It, moreover, became necessary during the year to make fairly heavy replacements and additions in the factory and to spend a certain amount on accommodation for labour; the bulk of this expenditure, as in the past, being charged to revenue. 0. Capital. 0. The capital of the company remains unaltered. It is to be regretted that the scheme of reorganisation put before the shareholders in August last did not receive the support which your board felt it really deserved. In the circular to shareholders setting out that scheme, the position was clearly stated and the alternative to reorganisation was not disguised. A like frankness characterised the speech of the Chairman at the last annual meeting. The position remains the same now as it was then. The company has been kept going firstly by its $75,000 of debentures, nine-tenths of which were subscribed for and are held by its Managing Agents, and then by further advances from its managing agents, totalling to over $45,000. These advances by Messrs. J. A. Russell & Co. are not only unsecured, but my firm has charged the company no interest upon them. Your managing agents, moreover, personally guarantee every bill drawn upon the company for the supply of chemicals, paper and new plant. The company in fact has only been kept going by Messrs. J. A. Russell and Co.’s financial aid. 0. Shareholders and Reconstruction. 0. There seems to be a reasonable hope that, provided its managing agents continue to finance it for nothing, the Company may be able to carry on almost indefinitely without increasing its outside unsecured liabilities; but the reduction of these liabilities, the redemption of its debentures and the payment of dividends are different matters. One can only hope that by carrying on, the company may eventually be able first to pay its debts and then to make a return to shareholders but although I believe in the truth of the adage that “ while there’s life there is hope” and, by the way, it is wonderful what results perseverance, hard work and a refusal to be beaten will often achieve, nevertheless I have to confess that without a change of circumstances amounting almost to a miracle happening, I cannot clearly foresee how the company is to arrive at so happy a position; certainly not without reconstruction. One likes to pay one’s debts whatever else one does and, quite apart from the unsecured indebtedness to my own firm, I should like this company gradually to pay off all its unsecured trade liabilities; but if shareholders will not only not support any scheme of reconstruction, but on the other hand to write letters of unconstructive criticism to the local press, then I fear that your managing agents will not be prepared to risk any more of their money in financing the company, nor will they feel justified in doing anything to prevent the debenture holders from realising their security. 0. If we now turn to the balance sheet, it will be seen that sundry creditors have increased by $10,929.88. This increase is purely on current accounts and is accounted for on the assets side as to $8,518,19 by increase in stocks of manufacturing materials. The amounts due to the principal creditors remain practically unaltered. 0. Jelutong Development. 0. On the assets side, the various capital accounts were increased by additions amounting to $4,094.84 against which depreciation amounting to $34,495.77 was deducted. This item of depreciation is heavy owing of course to the heavy capitalisation. Had the proposed scheme of reconstruction gone through, this depreciation would, on a percentage basis, have been very considerably lighter. Sundry debtors are up $9,106.69 on the year, due to the larger sales. The item Jelutong Getah Manufacturing has disappeared, initial outlay having been written down out of earnings during the year. In view of the comparatively large capital outlay required for Jelutong development, it was at first proposed to work in a small way within the areas in which the company enjoys timber cutting rights. It was later realised, however, that the size of the stands of trees, the amount of the flow of latex, the rate of bark consumption, the period of renewal and the necessity for close and efficient supervision were such as to call for large tapping areas in order to attain to economic production. Applications were made for these and had suitable areas been forthcoming to justify working on a large scale, your managing agents proposed to lend to the company the necessary extra capital. To date, however, these areas have not been secured, and owing to the rival of demand for tapping coolies on rubber estates, it is now difficult to attract workers into the jungle, even at the rates which the premium that our product commands over other manufacturers makes it possible for us to pay. In the meantime, we are carrying on in a small way, and if opportunity for profitable expansion in the F.M.S. presents itself, your managing agents will probably find the necessary extra capital, in the hope that the results so obtained may tend to ease the general finances of the company. 0. In order to make this Jelutong industry profitable and efficient, it would be necessary to engage a European who could devote the whole of his time to this particular side of the Company’s activities, efficient and intelligent jungle supervision over the tapping and coagulation of the product being very essential. But the Forest Department policy is to give out its reserves in small areas to several applicants, so that it pays none to spend the money upon it and give to it the attention which the industry might otherwise be able to afford and which it certainly requires. The particular process employed by Malayan Matches Ltd. was worked out by J. A. Russell and Co. in their own time and at their own expense, and there is a large demand for Jelutong prepared by this particular method, and it therefore commands a substantial premium over gum manufactured by other processes. Worked on a scale large enough to employ a special European, the prospects are not unpromising, our New York agents being willing to make a contract with Malayan Matches Ltd., at prices quite remunerative, could one but obtain fair quantities of Jelutong. But as it is, Malayan Matches will probably have to drop the business, it being at present too insignificant to be worth while, and, moreover, too risky without a good-class European assistant in the jungle. 0. New Plant Required. 0. Production of matches during the year shows an improvement, and the figure of 158,508 gross may be taken as a fair percentage of the maximum production possible with the existing plant and under the present financial circumstances of the Company. We have been in correspondence with the manufacturers of the best portion of our plant who have expressed their willingness to meet the company in the matter of payment for the new plant required, and had the proposed reconstruction been reasonably well-supported they might have been prevailed upon to accept shares in payment of their plant. 0. Considerable improvements have of late years been effected in the newer models of certain match-making machines, and in order to compare the performance of these newer models with that of our own older type and second hand machines, we have sent a consignment of Malayan timbers to Europe for testing purposes. The results, when to hand should be interesting. The financing of trading was considerably easier over the year, but, as remarked above, your managing agents continued to have to guarantee personally bills drawn in London for manufacturing materials supplied. 0. The matter of fire insurance has been mentioned in our report, and it is regrettable that not at any time during the year was the Company in a position to have this risk underwritten. Mr. E. Mudispacher continued in charge of the factory during the year, and the directors wish to express their appreciation of the services rendered by him. 0. Before formally moving the adoption of the report and accounts, I will endeavour to the best of my ability to answer questions from shareholders. 0. Mr. Symonds asked what was the stock of matches on hand when the balance sheet was drawn up? 0. Mr. Brown was heard to intimate that the shareholder was not entitled to ask the question. 0. The Chairman ruled that the question was permissible and Mr. Brown answered that the stock on March 31, 1925, was 8,816 gross, the whole of which was sold in the following month’s sale. 0. Mr. Symons: We have the item production: 158,508 gross boxes were produced for the first 12 months. We find that the sales were $170,635.77. Where does our Getah Jeluntong item come in and why was it not put in as a separate entry? 0. Mr. Brown: Simply because it was not necessary. 0. Mr. Symons said that he had worked out all the figures very carefully and was proceeding to explain what the daily output should be according to these figures when Mr. Brown said that all those figures had been checked and passed by Messrs. Evatt and Co. 0. Mr. Symons; Then I can only say that they could not have been supplied with the correct information. 0. Mr. Symons, proceeding: Our company has a plant able to produce 1,200 gross per day and we have been getting this year 440 gross per day working as much as 20 hours per day. Do you think it is possible for the company to improve on the output? We have been looking for some years and things are getting worse rather than better. 0. Mr. Brown quoted figures to show that when Mr. Symons was in charge from July, 1922 to March, 1923, the production was 41,072 gross and the production for the corresponding eight months this year was 87,997 gross. 0. Mr. Symons said that when he took over he had to train up the people who were there now. He proposed that the balance sheet be not passed. 0. The Chairman’s motion that the balance sheet and accounts be adopted was seconded by Mr. Robbins and carried with one dissentient. 0. The Secretary explained that circulars had been sent to all shareholders calling for nominations for the directorate, but not a single nomination had been received. 0. The Chairman said that being the case the two retiring directors automatically remained in office. 0. Messrs. Evatt and Co. were reappointed auditors. 0. This concluded the proceedings. 0. 0. 0. (1958 words) 0. NB. A slightly diff version of the end of this meeting in M.M.: 0. Mr. Simons was of the opinion that another director should be appointed. The meeting was informed that the present board entirely concurred with Mr. Simons’s suggestion, but in response to the director’s invitation, although there were some 550 shareholders, no nomination for a further director or directors had been received. A resolution authorizing the two present directors to carry on was then formerly put to the meeting and carried Mr. Simons dissenting.”

The Straits Times, 18 September 1925, Page 15
 and Page 7 Advertisements Column 1 [Advertisements] The Straits Times, 15 September 1925, Page 7
 MALAYAN COLLIERIES NOTICE OF DIVIDEND No. 19 7 ½% etc.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 19 September 1925, Page 15 . FRASER CO. EXCHANGE AND SHARE BROKERS. FRIDAY. SEPTEMBER 18 1925. The annual meeting of Malayan Matches, Ltd., was held in the offices of Messrs. J. A. Russell and Co., Kuala Lumpur, on Wednesday. Mr. James Davidson presided. Mr. W. T. Simons, one of the shareholders present, criticised the report and accounts at some length and the chairman replied. The report and accounts were passed and a resolution was adopted authorizing two directors to carry on the business of the company. Mr. Simons dissented.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 30 September 1925, Page 16 BANKRUPTCY SEQUEL. MR. POEY KENG SENG'S TRIAL. The trial of Mr. Poey Keng Seng who is alleged to have been concerned in the destruction or concealment of the account hooks of the Seaside Pavilion was continued before Mr. Franklyn Robinson, District Judge, yesterday. Accused was represented by Mr. Roland Braddell. (Summary: Evidence of book-keeper, sole cause of bankruptcy was failure to pay $534,959 for action brought by co directors of EMRC. “ Witness did not know whether certain shareholders had been to the Company or that an action had been commenced by certain shareholders against the directors of the Company other than PKS for damages on the ground that they brought action in the way they did. He had heard that the action against PKS was instigated by Mr. Russell. But for the judgment, PKS would have been a wealthy man.” Details of property, witnesses of altered cash book.) (457 words)

The Straits Times, 3 October 1925, Page 9 Mr. Poey Keng Seng.. Lawyer's Evidence of Company Litigation. Evidence regarding the litigation between Mr. Poey Keng Seng, a former chairman of the Eastern Mining and Rubber Company, and the company was given in the District Court yesterday, before Mr. Franklyn Robinson, when the trial of Mr. Poey Keng Seng, who is now bankrupt, on a charge of destroying or concealing the cash-book, ledger and restaurant account book relating to his Seaside Pavilion business was resumed. Mr. Griffith Williams represented the official Assignee, and Mr. Roland Braddell appeared for the accused. 0. Mr. John Laycock, of Messrs. Braddell Brothers, stated that he acted as solicitor for the bankrupt in the action in which he was sued by the Eastern Mining and Rubber Company, and also in the Court of Appeal. The company sued for damages for the wrongful allotment of certain shares. These shares were first allotted separately to directors in the company and to Dr. William Birnie, who was not then, but is now, a director. Subsequently the shares were allotted to the Telok Pamoekan Company, of which Dr. Birnie was the managing director, and that company transferred the shares, 4,130 in number, to Dr. Birnie and his associates, including Messrs. Poey Keng Seng, Yeo Ban Kheng, Dr. Lim Boon Keng, Tan Chong Chew, Tang Chong Kee and Tan Way An. All these gentlemen were, or had subsequently become, directors of the Eastern Mining Company with the exception of Mr. Tan Chong Chew, who was the secretary. Mr. Tan Chong Chew and Mr. Tan Chong Kee got some of Dr. Birnie’s shares. 0. At the time the litigation was commenced Mr. J. A. Russell was a director of the company, and just before certain proceedings in the F.M.S. were commenced Dr. Birnie made a journey up to Kuala Lumpur and had an interview with Mr. Russell. As a result an arrangement was made by which Mr. Russell received 100 shares in the Eastern Mining Company, transferred to him by Dr. Birnie out of his allotment. The proceedings against the accused started as a result of a letter written by Dr. Birnie to Mr. Russell, and a letter written by Mr. Russell to the company enclosing a copy of Dr. Birnie’s letter. The company did not sue Mr. Poey Keng Seng for the return of the shares, but for damages in respect of the whole number of shares. 0. Mr. Braddell: Quite a number of the shares were then in the names of the directors themselves? - Almost all of the directors in the company and the secretary had some of these secret profits shares, for the value of which they were suing Mr. Poey Keng Seng. 0. What was the result of their bringing this action, and recovering judgment against Mr. Poey Keng Seng? - The result was that they were absolved from all further liability, apart from the breach of trust. 0. You have commenced an action against these other directors on behalf of certain shareholders in which you are endeavoring to recover damages against them for fraudulently taking these proceedings? – For fraudulently taking these proceedings against one of several tort-feasors instead of all of them. 0. Before they commenced this action against Mr. Poey Keng Seng did they ever consult their shareholders or tell them the facts? – Not as far as I am aware. There is no resolution in the minutes authorising them to sue Mr. Poey Keng Seng. 0. As a result of your commencing that action have any of the directors returned their secret profit shares? –Witness replied that several directors had returned shares and money. Mr. J. A. Russell had returned his 100 shares. 0. Cross Examination. 0. Cross examined, witness said Mr. Poey Keng Seng was the managing director at the time these shares were received. 0. Mr. Williams: So he was responsible for the whole thing? Witness replied that the only reason why complaint was ever made against Mr. Poey Keng Seng was that other persons thought he had got too much. That was in the letters from Dr. William Birnie and others. 0. Witness agreed that the whole thing was a fraud on the Eastern Mining and Rubber Company. The court had already ruled to that effect. 0. Mr. Braddell: We know it was a fraud because we are lawyers but other people may not have thought so. Mr. Russell to this day thinks he never committed a fraud. 0. Asked whether Mr. Poey Keng Seng should not have put the facts before the shareholders, witness replied that it was difficult to say because the controlling voice in the company was held by other directors. 0. In reply to Mr. Braddell, witness said that one of the directors who took these shares was Dr. Lim Boon Keng, who had returned his shares. It was perfectly possible that the other directors might not have known that this transaction was fraud, although there was no doubt that Dr. Birnie knew. The question of whether the directors committed a breach of trust in suing Mr. Poey Keng Seng in the way they did was yet to be decided by the court. 0. The hearing was adjourned until October 9.

The Straits Times, 15 October 1925, Page 9 Bakau Tin, Limited. The report of the directors of Bakau Tin Ltd., as at June 30 states that the nett profit for the year amounts to $14,385.87 which, with $1,531.43 brought forward from the previous year, makes a total of $15,977.30 available. The directors recommend that a dividend of 12 and half per cent be declared and paid in respect of the year ended June 30. 1925, absorbing $12,500, and that the balance of $1,885.87 be carried forward to the new account. At the last annual general meeting, Mr. H.H. Robbins was elected as director to fill the vacancy caused by the retirement of Mr. E. Macfadyen. Mr. B.G.H. Johnson has been co-opted onto the board, and his appointment requires to be confirmed by the shareholders. Mr. J. A. Russell retires by rotation and being eligible offers himself for re- election. Messrs. Neil and Bell, the company’s auditors retire and being eligible offer themselves for reappointment. (157 words)

The Singapore Free Press, 14 December 1925, Page 8 GAOL FOR EX-DIRECTOR. POEY KENG SENG’S UNSUCESSFUL APPEAL The Seaside Pavilion Summary: (Appeal at Supreme Court by PKS former Managing Director of Eastern Mining and Rubber Company, against sentence of one month’s imprisonment, charge of concealing books relating property known as Seaside Pavilion. Fined $500. Defended by Mr. Knowles, P.K.S. man of good position, had been very wealthy, before original proceedings resulted in his bankruptcy. Litigation against E.M.R. Co. When proceedings finished there will be a surplus in favour of bankrupt. Counsel for appellant described the action which led to the bankruptcy as an action for the recovery of alleged secret profits in which practically all the directors instrumental in the action had shared. “ It was he said an entirely vindictive action, nothing more. He was sorry to stir up a matter which it was hoped was dead for ever- the Peck and Russell case. In that case trouble arose from the transfer of a coalmine by the E.M.R. Co. to Malayan Collieries. Counsel’s submission was that the whole of the proceedings really originated from the directors who were themselves participants, and in fact in the same position as the bankrupt, and at the instigation of a certain gentleman whose name was connected with Malayan Collieries, whose name he had mentioned. … as a result of the proceedings against other directors certain of those directors had returned their shares and money to the Company, which the Board had refused to accept and which were now held in trust… his Lordship asked if all directors had returned their shares? Mr. Knowles: All except two- Dr. Birnie and Mr. Tan Way Ann, amounting to $298,350. The position over shares, Mr. Knowles asks for fine to be increased rather than the disgrace of going to prison, Solicitor for crown disagreed; clear he had altered books… and said he had been dealt with leniently. Appealed to dismissed, gaoled.)

The Singapore Free Press and Mercantile Advertiser (1884-1942), 15 December 1925, Page 5 F.M.S. STATISTICS. Coal – The Malayan Collieries turned out 193,650 tons of which the F.M.S. railway took 79,962

The Straits Times, 15 December 1925, Page 7 MALAYAN COLLIERIES, LTD. NOTICE OF DECLARATION OF DIVIDEND NO. 20 & CLOSURE OF SHARE REGISTERS. etc. Third interim 7 ½%

The Straits Times, 22 December 1925, Page 10 Selangor Coconuts. Fourteenth Annual General Meeting. The following report is officially supplied. The fourteenth annual general meeting of Selangor Coconuts. Ltd., was held at the registered office of the company, 1 Embankment, Kuala Lumpur, on December 11, the chairman, Capt. H. L. Carter, presiding. 0. After the notice convening the meeting had been read by a representative of the secretaries, Messrs. Boustead and Co., the chairman addressed the meeting as follows: - 0. (Summary: Report and accounts..profit for year $53,754.47..dividend $1 per share….call up of balance of capital to maintain immature areas.. ship copra direct to Europe..saves costs of freight to Singapore..costs of production higher next year due to increased wages… 2,087,353 nuts harvested.. purchased locally produced nuts to cure.. estate in good order.. 30 to 40 acres ruined by bears.. now replanted.. palms young and not bearing for many years..fairly free from pests..white ants.. some backward palms being improved by application of fish manure… strong financial position..profits..death of Mr. Browne…no questions…”The retireing directors Messrs D. H. Hampshire and J. A. Russell , were re- elected, as were retiring auditors, Messrs Neill and Bell” vote of thanks to staff and chair.)

The Straits Times, 29 December 1925, Page 8
 SOCIAL AND PERSONAL. Mr. Neville Thomas, of the Malayan Collieries, Batu Arang, is to be married to Miss Mclntyre, of Batu Gajah, on January 11.

The Singapore Free Press and Mercantile Advertiser (1884-1942), 30 December 1925, Page 8
 A telegram has been received in Kuala Lumpur announcing the sudden death at Home on Dec. 21 of Mr. Fred J. Porteous chief engineer, Malayan Collieries, Ltd., Rawang. Mr. Porteous and his wife went on leave about six months ago, and the news of his death, which took place at Newcastle, his home, will come as a shock to many friends in all parts of Malaya. He had been in this country for about ten years, and married about four years ago. There are no children.

 

 

 

 

 

 

 

 

 

 

1925 News and other sources.

Russell, J. A., & Co.,

Hongkong and Shanghai Banking Corporation Buildings,  Kuala Lumpur.

Cable Address :-“Jar”

Bentley’s Code.

Partner                     J. A. Russell

Do.                          D. O. Russell (China)

Do.                          R. C. Russell

 

Staff

 

H. D. Brown            H. Robbins (signs per pro)

           

                  Managing Agents and Secretaries for

Malayan Collieries, Ltd.

Bakau Tin, Ltd.

Malayan Matches, Ltd.

Serendah Hydraulic Tin Mining Co., Limited.

Sungei Tua Estate

Eastern Tungsten Co., Ltd.,

           

Agents for

Royal Exchange Assurance Corporation

Queensland Insurance Co., Ltd.

 

London—106, Fenchurch  Street, E.C.

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

Perrin Cooper & Co.—Tientsin, Hankow and Peking

 

From the Singapore and Straits Directory, Fraser and Neave, 1925. SOAS archives
From the Singapore and Straits Directory, Fraser and Neave, 1925. SOAS archives

Malayan Matches, Limited.

(Incorporated in F. M. S.)

Offices-Hongkong and Shanghai Bank Buildings,  Kuala Lumpur.

Telegrams—“Matches”

Bentley’s Code,

Factory—Batu Arang, Selangor.

Agents and Secretaries            J. A. Russell & Co.

 

Factory Engineer                        E. Mudispacher